Exhibit 4(1)
5.875% SENIOR NOTES DUE APRIL 1, 2006
6.50% SENIOR NOTES DUE APRIL 1, 2011
SECURITIES RESOLUTION NO. 2
OF
WISCONSIN ENERGY CORPORATION
The actions described below are taken by the Board (as defined in the
Indenture referred to below) of WISCONSIN ENERGY CORPORATION (the "Company"), or
by an Officer or committee of Officers pursuant to Board delegation, pursuant
to resolutions adopted by the Board of Directors of the Company as of December
14, 2000 and Section 2.01 of the Indenture dated as of March 15, 1999 (the
"Indenture") between the Company and Bank One Trust Company, National
Association (successor to The First National Bank of Chicago), as Trustee.
Terms used herein and not defined have the same meaning as in the Indenture.
A. 5.875% Senior Notes Due April 1, 2006
RESOLVED, that a new series of Securities is authorized as follows:
1. The title of the series is 5.875% Notes due April 1, 2006 ("5.875
Notes").
2. The form of the 5.875% Notes shall be substantially in the form of
Exhibit 1 hereto.
3. The 5.875% Notes shall have the terms set forth in Exhibit 1.
4. The 5.875% Notes shall have such other terms as are set forth in
Exhibit 3 hereto.
5. The 5.875% Notes shall be sold to the underwriter(s) named in the
Prospectus Supplement dated March 23, 2001 on the following terms:
Aggregate Principal Amount: $550,000,000
Price to Public: 99.508%
Underwriting Discount: .6%
Closing Date: March 28, 2001
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B. 6.50% Senior Notes due April 1, 2011
RESOLVED, that a new series of Securities is authorized as follows:
1. The title of the series is 6.50% Senior Notes due 2011 ("6.50%
Notes").
2. The form of the 6.50% Notes shall be substantially in the form of
Exhibit 2 hereto.
3. The 6.50% Notes shall have the terms set forth in Exhibit 2.
4. The 6.50% Notes shall have such other terms as are set forth in
Exhibit 3 hereto.
5. The 6.50% Notes shall be sold to the underwriter(s) named in the
Prospectus Supplement dated March 23, 2001 on the following terms:
Aggregate Principal Amount: $450,000,000
Price to Public: 99.774%
Underwriting Discount: .65%
Closing Date: March 28, 2001
This Securities Resolution shall be effective as of March 23, 2001.
EXHIBIT 1
No. _____________ $_____________
WISCONSIN ENERGY CORPORATION
5.875% Senior Notes due April 1, 2006
WISCONSIN ENERGY CORPORATION
promises to pay to ______________________________________________
or registered assigns
the principal sum of ____________________________________________ Dollars
on April 1, 2006
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Dated:
BANK ONE TRUST COMPANY, WISCONSIN ENERGY
NATIONAL ASSOCIATION CORPORATION
Transfer Agent and Paying Agent
by _____________________________________
[Title of Authorized Officer]
Authenticated:
BANK ONE TRUST COMPANY, (CORPORATE SEAL)
NATIONAL ASSOCIATION
Registrar, by
_____________________________ ________________________________________
Authorized Signature Secretary/Assistant Secretary
WISCONSIN ENERGY CORPORATION
5.875% Senior Notes due April 1, 2006
1. Interest.
Wisconsin Energy Corporation (the "Company"), a Wisconsin corporation,
promises to pay interest on the principal amount of this Security at the
rate per annum shown above. The Company will pay interest semiannually on
April 1 and October 1 of each year commencing October 1, 2001. Interest on
the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from March 28, 2001. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment.
The Company will pay interest on the Securities to the persons who are
registered holders of Securities at the close of business on the record
date for the next interest payment date, except as otherwise provided in
the Indenture. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may pay principal and
interest by check payable in such money. It may mail an interest check to
a holder's registered address.
3. Securities Agents.
Initially, Bank One Trust Company, National Association (successor to The
First National Bank of Chicago) will act as Paying Agent, Transfer Agent
and Registrar. The Company may change any Paying Agent or Transfer Agent
without notice. The Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series (the "Securities") under
an Indenture dated as of March 15, 1999 (the "Indenture") between the
Company and Bank One Trust Company, National Association (successor to The
First National Bank of Chicago) (the "Trustee"). The terms of the
Securities include those stated in the Indenture and in the Securities
Resolution establishing the Securities and those made part of the Indenture
by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Securities Resolution
and such Act for a statement of such terms.
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5. Redemption.
The Securities will be redeemable as a whole or in part, at the Company's
option at any time, at a redemption price equal to the greater of (a) 100% of
the principal amount of the Securities being redeemed or (b) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate applicable to each series plus 25
basis points, plus accrued interest to the redemption date.
"Treasury Rate" means with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Securities being
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such Securities.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., their respective successors, and
three other primary U.S. Government securities dealers in The City of New York
(a "Primary Treasury Dealer"), selected by the Company. If any Reference
Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will
substitute another Primary Treasury Dealer for that dealer.
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Procedures for redemption of the Securities will be governed by Article III
of the Indenture.
6. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture.
The Transfer Agent may require a holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or the Indenture. The Transfer Agent need not
exchange or register the transfer of any Security or portion of a Security
selected for redemption. Also, it need not exchange or register the
transfer of any Securities for a period of 15 days before a selection of
Securities to be redeemed.
7. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for all
purposes.
8. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the holders of a majority in principal amount
of the securities of all series affected by the amendment. Subject to
certain exceptions, a default on a series may be waived with the consent of
the holders of a majority in principal amount of the series.
Without the consent of any Securityholder, the Indenture or the Securities
may be amended, among other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of Company obligations to
Securityholders; or to make any change that does not materially adversely
affect the rights of any Securityholder.
9. Restrictive Covenants.
The Securities are unsecured general obligations of the Company initially
limited to $550,000,000 principal amount. The Company may from time to
time without notice to, or the consent of, the holders of the Securities,
create and issue further senior securities of the same series, equal in
rank to the Securities in all respects (or in all respects except for the
payment of interest accruing prior to the issue date of the new securities
or except for the first payment of interest following the issue date of the
new securities) so that the new securities may be consolidated and form a
single series with the Securities and have the same terms as to status,
redemption or otherwise as the Securities. The Indenture does not limit
other unsecured debt.
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In addition to the restrictions on the Securities contained in the
Indenture, the Securities will be subject to the following additional
restrictive covenant:
Limitation upon Liens on Stock of Certain Subsidiaries
For so long as any Securities remain outstanding, the Company will not
create or incur or allow any of its subsidiaries to create or incur any
pledge or security interest on any of the capital stock of Wisconsin
Electric Power Company ("Wisconsin Electric") or Wisconsin Gas Company
("Wisconsin Gas") held by the Company or one of the Company's subsidiaries
on the issue date of the Securities.
10. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
11. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any time may terminate some
or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by the full
faith and credit of the United States of America or certificates
representing an ownership interest in such Obligations.
12. Defaults and Remedies.
An Event of Default includes: default for 60 days in payment of interest on
the Securities; default in payment of principal on the Securities; default
for 60 days in the payment of any sinking fund obligation; default by the
Company for a specified period after notice to it in the performance of any
of its other agreements applicable to the Securities; certain events of
bankruptcy or insolvency; and any other Event of Default provided for in
the series. If an Event of Default occurs and is continuing, the Trustee
or the holders of at least 25% in principal amount of the Securities may
declare the principal of all the Securities to be due and payable
immediately.
In addition, an Event of Default under the Securities shall also include a
failure to pay when due principal, interest or premium in an aggregate
amount of $25 million or more with respect to any Indebtedness (as defined
below) of the Company or its principal utility subsidiaries, Wisconsin
Electric and Wisconsin Gas, or the acceleration of any such Indebtedness
aggregating $25 million or more which default shall not be cured, waived or
postponed pursuant to an agreement with the holders of such Indebtedness
within 60 days after written notice as provided in the Indenture, or such
accel-
-5-
eration shall not be rescinded or annulled within 30 days after written
notice as provided in the Indenture. As used herein, "Indebtedness" means
the following obligations of the Company, Wisconsin Electric and Wisconsin
Gas (and specifically excludes obligations of the Company's other
subsidiaries and intercompany obligations): (a) all obligations for
borrowed money, (b) all obligations evidenced by bonds, debentures, notes
or similar instruments, or upon which interest payments are customarily
made, (c) all obligations under conditional sale or other title retention
agreements relating to property purchased, to the extent of the value of
such property (other than customary reservations or retentions of title
under agreements with suppliers entered into in the ordinary course of
business), and (d) all obligations, other than intercompany items, issued
or assumed as the deferred purchase price of property or services purchased
which would appear as liabilities on a balance sheet of the Company,
Wisconsin Electric or Wisconsin Gas.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory
to it before it enforces the Indenture or the Securities. Subject to
certain limitations, holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing
default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.
13. Trustee Dealings with Company.
Bank One Trust Company, National Association (successor to The First
National Bank of Chicago), the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise
deal with those persons, as if it were not Trustee.
14. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by
accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.
15. Authentication.
This Security shall not be valid until authenticated by a manual signature
of the Registrar.
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16. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to Minors
Act), and U/T/M/A (=Uniform Transfers to Minors Act).
The Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture and the Securities Resolution, which contains the
text of this Security in larger type. Requests may be made to:
Corporate Secretary, Wisconsin Energy Corporation, 231 West Michigan Street,
P.O. Box 2949, Milwaukee, WI 53201.
EXHIBIT 2
No. _____________ $_____________
WISCONSIN ENERGY CORPORATION
6.50% Senior Notes due April 1, 2011
WISCONSIN ENERGY CORPORATION
promises to pay to ______________________________________________
or registered assigns
the principal sum of ____________________________________________ Dollars
on April 1, 2011
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Dated:
BANK ONE TRUST COMPANY, WISCONSIN ENERGY
NATIONAL ASSOCIATION CORPORATION
Transfer Agent and Paying Agent
by _____________________________________
[Title of Authorized Officer]
Authenticated:
BANK ONE TRUST COMPANY, (CORPORATE SEAL)
NATIONAL ASSOCIATION
Registrar, by
_______________________________ ________________________________________
Authorized Signature Secretary/Assistant Secretary
WISCONSIN ENERGY CORPORATION
6.50% Senior Notes due April 1, 2011
17. Interest.
Wisconsin Energy Corporation (the "Company"), a Wisconsin corporation,
promises to pay interest on the principal amount of this Security at the
rate per annum shown above. The Company will pay interest semiannually on
April 1 and October 1 of each year commencing October 1, 2001. Interest on
the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from March 28, 2001. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
18. Method of Payment.
The Company will pay interest on the Securities to the persons who are
registered holders of Securities at the close of business on the record
date for the next interest payment date, except as otherwise provided in
the Indenture. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may pay principal and
interest by check payable in such money. It may mail an interest check to a
holder's registered address.
19. Securities Agents.
Initially, Bank One Trust Company, National Association (successor to The
First National Bank of Chicago) will act as Paying Agent, Transfer Agent
and Registrar. The Company may change any Paying Agent or Transfer Agent
without notice. The Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change the Trustee.
20. Indenture.
The Company issued the securities of this series (the "Securities") under
an Indenture dated as of March 15, 1999 (the "Indenture") between the
Company and Bank One Trust Company, National Association (successor to The
First National Bank of Chicago) (the "Trustee"). The terms of the
Securities include those stated in the Indenture and in the Securities
Resolution establishing the Securities and those made part of the Indenture
by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Securities Resolution
and such Act for a statement of such terms.
-2-
21. Redemption.
The Securities will be redeemable as a whole or in part, at the Company's
option at any time, at a redemption price equal to the greater of (a) 100% of
the principal amount of the Securities being redeemed or (b) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate applicable to each series plus 30
basis points, plus accrued interest to the redemption date.
"Treasury Rate" means with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Securities being
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such Securities.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., their respective successors, and
three other primary U.S. Government securities dealers in The City of New York
(a "Primary Treasury Dealer"), selected by the Company. If any Reference
Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will
substitute another Primary Treasury Dealer for that dealer.
-3-
Procedures for redemption of the Securities will be governed by Article III
of the Indenture.
22. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture.
The Transfer Agent may require a holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or the Indenture. The Transfer Agent need not exchange
or register the transfer of any Security or portion of a Security selected
for redemption. Also, it need not exchange or register the transfer of any
Securities for a period of 15 days before a selection of Securities to be
redeemed.
23. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for all
purposes.
24. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the holders of a majority in principal amount
of the securities of all series affected by the amendment. Subject to
certain exceptions, a default on a series may be waived with the consent of
the holders of a majority in principal amount of the series.
Without the consent of any Securityholder, the Indenture or the Securities
may be amended, among other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of Company obligations to
Securityholders; or to make any change that does not materially adversely
affect the rights of any Securityholder.
25. Restrictive Covenants.
The Securities are unsecured general obligations of the Company initially
limited to $450,000,000 principal amount. The Company may from time to time
without notice to, or the consent of, the holders of the Securities, create
and issue further senior securities of the same series, equal in rank to
the Securities in all respects (or in all respects except for the payment
of interest accruing prior to the issue date of the new securities or
except for the first payment of interest following the issue date of the
new securities) so that the new securities may be consolidated and form a
single series with the Securities and have the same terms as to status,
redemption or otherwise as the Securities. The Indenture does not limit
other unsecured debt.
-4-
In addition to the restrictions on the Securities contained in the
Indenture, the Securities will be subject to the following additional
restrictive covenant:
Limitation upon Liens on Stock of Certain Subsidiaries
For so long as any Securities remain outstanding, the Company will not
create or incur or allow any of its subsidiaries to create or incur any
pledge or security interest on any of the capital stock of Wisconsin
Electric Power Company ("Wisconsin Electric") or Wisconsin Gas Company
("Wisconsin Gas") held by the Company or one of the Company's subsidiaries
on the issue date of the Securities.
26. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
27. Defeasance Prior to Redemption or Maturity.
Subject to certain conditions, the Company at any time may terminate some
or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Securities to redemption or
maturity. U.S. Government Obligations are securities backed by the full
faith and credit of the United States of America or certificates
representing an ownership interest in such Obligations.
28. Defaults and Remedies.
An Event of Default includes: default for 60 days in payment of interest on
the Securities; default in payment of principal on the Securities; default
for 60 days in the payment of any sinking fund obligation; default by the
Company for a specified period after notice to it in the performance of any
of its other agreements applicable to the Securities; certain events of
bankruptcy or insolvency; and any other Event of Default provided for in
the series. If an Event of Default occurs and is continuing, the Trustee or
the holders of at least 25% in principal amount of the Securities may
declare the principal of all the Securities to be due and payable
immediately.
In addition, an Event of Default under the Securities shall also include a
failure to pay when due principal, interest or premium in an aggregate
amount of $25 million or more with respect to any Indebtedness (as defined
below) of the Company or its principal utility subsidiaries, Wisconsin
Electric and Wisconsin Gas, or the acceleration of any such Indebtedness
aggregating $25 million or more which default shall not be cured, waived or
postponed pursuant to an agreement with the holders of such Indebtedness
within 60 days after written notice as provided in the Indenture, or such
accel-
-5-
eration shall not be rescinded or annulled within 30 days after written
notice as provided in the Indenture. As used herein, "Indebtedness" means
the following obligations of the Company, Wisconsin Electric and Wisconsin
Gas (and specifically excludes obligations of the Company's other
subsidiaries and intercompany obligations): (a) all obligations for
borrowed money, (b) all obligations evidenced by bonds, debentures, notes
or similar instruments, or upon which interest payments are customarily
made, (c) all obligations under conditional sale or other title retention
agreements relating to property purchased, to the extent of the value of
such property (other than customary reservations or retentions of title
under agreements with suppliers entered into in the ordinary course of
business), and (d) all obligations, other than intercompany items, issued
or assumed as the deferred purchase price of property or services purchased
which would appear as liabilities on a balance sheet of the Company,
Wisconsin Electric or Wisconsin Gas.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory
to it before it enforces the Indenture or the Securities. Subject to
certain limitations, holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing
default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.
29. Trustee Dealings with Company.
Bank One Trust Company, National Association (successor to The First
National Bank of Chicago), the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise
deal with those persons, as if it were not Trustee.
30. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.
31. Authentication.
This Security shall not be valid until authenticated by a manual signature
of the Registrar.
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32. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to Minors
Act), and U/T/M/A (=Uniform Transfers to Minors Act).
The Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture and the Securities Resolution, which contains the
text of this Security in larger type. Requests may be made to:
Corporate Secretary, Wisconsin Energy Corporation, 231 West Michigan Street,
P.O. Box 2949, Milwaukee, WI 53201.
EXHIBIT 3
5.875% Notes
6.50% Notes
Supplemental Terms
In addition to the terms set forth in Exhibits 1 and 2 to Securities
Resolution No. 2, the 5.875% Notes and the 6.50% Notes shall have the following
terms:
Section 1. Definitions. Capitalized terms used and not defined herein shall
have the meaning given such terms in the Indenture. The following is an
additional definition applicable to the 5.875% Notes and the 6.50% Notes:
"Depositary" means, with respect to each of the 5.875% Notes and the 6.50%
Notes, each issued as one or more global Securities, The Depository Trust
Company, New York, New York, or any successor thereto registered under the
Securities Exchange Act of 1934 or other applicable statute or regulation.
Section 2. Securities Issuable as Global Securities.
(a) The 5.875% Notes and the 6.50% Notes shall each be issued in the form
of one or more permanent global Securities and shall, except as otherwise
provided in this Section 2, be registered only in the name of the Depositary or
its nominee. Each global Security shall bear a legend substantially to the
following effect:
"Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Company or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein."
(b) If at any time (i) the Depositary with respect to the 5.875% Notes or
the 6.50% Notes, as the case may be, notifies the Company that it is unwilling
or unable to continue as Depositary for such global Security or (ii) the
Depositary for the 5.875% Notes or the 6.50% Notes, as the case may be, shall no
longer be eligible or in good standing under the Securities
-2-
Exchange Act of 1934 or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to such global Security. If a
successor Depositary for such global Security is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Transfer Agent shall register the exchange of such global
Security for an equal principal amount of Registered Securities in the manner
provided in Section 2.07 of the Indenture.
(c) The Transfer Agent shall register the transfer or exchange of a global
Security for Registered Securities pursuant to Section 2.07 of the Indenture if
(i) a Default or Event of Default shall have occurred and be continuing with
respect to the 5.875% Notes or the 6.50% Notes, as the case may be, or (ii) the
Company determines that the 5.875% Notes or the 6.50% Notes, as the case may be,
shall no longer be represented by global Securities.
(d) In any exchange provided for in the preceding paragraphs (b) or (c),
the Company will execute and the Registrar will authenticate and deliver
Registered Securities. Registered Securities issued in exchange for a global
Security shall be in such names and denominations as the Depositary for such
global Security shall instruct the Registrar. The Registrar shall deliver such
Registered Securities to the persons in whose names such Securities are so
registered.
(e) The 5.875% Notes and the 6.50% Notes will each trade in the
Depositary's Same-Day Funds Settlement System. All payments of principal and
interest on global Securities will be made by the Company in immediately
available funds.
OFFICERS' CERTIFICATE
RELATING TO
SECURITIES RESOLUTION NO.2
OF
WISCONSIN ENERGY CORPORATION
The undersigned, as Officers of Wisconsin Energy Corporation (the
"Company"), do hereby certify that the foregoing is a true and correct copy of
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Securities Resolution No. 2, relating to the Indenture between the Company and
Bank One Trust Company, National Association (successor to The First National
Bank of Chicago), as Trustee (the "Indenture"), which has been duly adopted by
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the Board (as defined in the Indenture) of the Company or by an Officer or a
committee of Officers pursuant to the authorized delegation of the Board on the
23rd day of March; and that said resolution has not been rescinded and remains
in full force and effect. Capitalized terms used but not defined herein have the
meanings given such terms in the Indenture.
IN WITNESS WHEREOF, this Officers' Certificate has been duly executed on
this 28th day of March, 2001.
By: /s/ Jeffery West
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Name: Jeffrey West
Title: Treasurer
By: /s/ Thomas H. Fehring
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Name: Thomas H. Fehring
Title: Corporate Secretary