Exhibit 4(b)2
Executed in 7 Counterparts
of which this is
Counterpart No. 3
SUPERIOR WATER, LIGHT AND POWER COMPANY
TO
CHEMICAL BANK
and
XXXXX XXXXX
As Trustees Under Superior Water, Light
and Power Company's Mortgage and Deed of Trust,
Dated as of March 1, 1943
----------------------------
SEVENTH SUPPLEMENTAL INDENTURE
----------------------------
Dated as of November 1, 1994
SEVENTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the 1st day of November, 1994, made and entered
into by and between SUPERIOR WATER, LIGHT AND POWER COMPANY, a corporation of
the State of Wisconsin, whose post office address is 0000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxx 00000 (hereinafter sometimes called the Company), party of
the first part, and CHEMICAL BANK (successor to Chemical Bank & Trust Company),
a corporation of the State of New York, whose principal corporate trust office
at the date hereof is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the Corporate Trustee) , and XXXXX XXXXX (successor to
Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, and
X. X. Xxxxxxx), whose post office address is 00-00 000xx Xxxxxx, Xxxxxxxx Xxxx,
Xxx Xxxx 00000 (hereinafter sometimes called the Co-Trustee), parties of the
second part (the Corporate Trustee and the Co-Trustee being hereinafter together
sometimes called the Trustees) , as Trustees under the Mortgage and Deed of
Trust dated as of March 1, 1943 (hereinafter called the Mortgage), which
Mortgage was executed and delivered by Superior Water, Light and Power Company
to secure the payment of bonds issued or to be issued under and in accordance
with the provisions of the Mortgage, reference to which Mortgage is hereby made,
this Indenture (hereinafter sometimes called the Seventh Supplemental Indenture)
being supplemental thereto;
WHEREAS, said Mortgage was recorded in the office of the Register of
Deeds in and for Xxxxxxx County, Wisconsin, on May 3, 1943, in Volume 191 of
Mortgages at page 1, Document No. 362844; and
WHEREAS, an instrument dated as of September 15, 1949, was executed by
the Company appointing Xxxxxxx X. Xxxxxxx as Co-Trustee in succession to said
Xxxxxx X. Xxxxx, resigned, under said Mortgage and by Xxxxxxx X. Xxxxxxx
accepting the appointment as Co-Trustee under said Mortgage in succession to the
said Xxxxxx X. Xxxxx, which instrument was recorded in the office of the
Register of Deeds in and for Xxxxxxx County, Wisconsin, on October 8, 1949, in
Volume 196 of Mortgages at page 510, Document No. 398649; and
WHEREAS, by the Mortgage, the Company covenanted that it would execute
and deliver such supplemental indenture or indentures and such further
instruments and do such further acts as might be necessary or proper to carry
out more effectively the purposes of the Mortgage and to make subject to the
lien of the Mortgage any property acquired after the date of the execution of
the Mortgage and intended to be subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees its First
Supplemental Indenture, dated as of March 1, 1951 (hereinafter called its First
Supplemental Indenture), which was recorded in the office of the Register of
Deeds in and for Xxxxxxx
County, Wisconsin, on March 30, 1951, in Volume 205 of Mortgages at page 73,
Document No. 405297; and
WHEREAS, an instrument dated as of May 16, 1961, was executed by the
Company appointing Xxxxxxx X. Xxxxxxx as Co-Trustee in succession to said
Xxxxxxx X. Xxxxxxx, resigned, under said Mortgage and by Xxxxxxx X. Xxxxxxx
accepting the appointment as Co-Trustee under said Mortgage in succession to
said Xxxxxxx X. Xxxxxxx, which instrument was recorded in the office of the
Register of Deeds in and for Xxxxxxx County, Wisconsin, on May 31, 1961, in
Volume 256 of Mortgages at page 423, Document No. 453857; and
WHEREAS, the Company executed and delivered to the Trustees its Second
Supplemental Indenture, dated as of March 1, 1962 (hereinafter called its Second
Supplemental Indenture), which was recorded in the office of the Register of
Deeds in and for Xxxxxxx County, Wisconsin, on March 26, 1962, in Volume 261 of
Mortgages at page 81, Document No. 457662; and
WHEREAS, an instrument dated as of June 23, 1976, was executed by the
Company appointing Xxxxxx X. Xxxxxx as Co-Trustee in succession to said Xxxxxxx
X. Xxxxxxx, resigned, under said Mortgage and by Xxxxxx X. Xxxxxx accepting the
appointment as Co-Trustee under said Mortgage in succession to said Xxxxxxx X.
Xxxxxxx, which instrument was recorded in the office of the Register of Deeds in
and for Xxxxxxx County, Wisconsin, on July 16, 1976, in Volume 353 of Records at
page 274, Document No. 532495; and
WHEREAS, the Company executed and delivered to the Trustees its Third
Supplemental Indenture, dated as of July 1, 1976 (hereinafter called its Third
Supplemental Indenture), which was recorded in the office of the Register of
Deeds in and for Xxxxxxx County, Wisconsin, on October 1, 1976, in Volume 355 of
Records at page 683, Document No. 534332; and
WHEREAS, an instrument dated as of December 30, 1977, was executed by
the Company appointing X. X. Xxxxxxx as Co-Trustee in succession to said Xxxxxx
X. Xxxxxx, resigned, under said Mortgage and by X. X. Xxxxxxx accepting the
appointment as Co-Trustee under said Mortgage in succession to said Xxxxxx X.
Xxxxxx, which instrument was recorded in the office of the Register of Deeds in
and for Xxxxxxx County, Wisconsin, on February 13, 1985, in Volume 436 of
Records at page 264, Document No. 589308; and
WHEREAS, the Company executed and delivered to the Trustees its Fourth
Supplemental Indenture, dated as of March 1, 1985 (hereinafter called its Fourth
Supplemental Indenture), which was recorded in the office of the Register of
Deeds in and for Xxxxxxx County, Wisconsin, on March 19, 1985, in Volume 436 of
Records at page 910, Document No. 589776; and
-2-
WHEREAS, an instrument dated as of October 26, 1992, was executed by
the Company appointing Xxxxx Xxxxx as Co-Trustee in succession to said X. X.
Xxxxxxx, resigned, under said Mortgage and by Xxxxx Xxxxx accepting the
appointment as Co-Trustee under said mortgage in succession to said X. X.
Xxxxxxx, which instrument was recorded in the office of the Register of Deeds in
and for Xxxxxxx County, Wisconsin, on November 13, 1992, in Volume 539 of
Records at page 9, Document No. 649056; and
WHEREAS, the Company executed and delivered to the Trustees its Fifth
Supplemental Indenture, dated as of December 1, 1992 (hereinafter called its
Fifth Supplemental Indenture) , which was recorded in the office of the Register
of Deeds in and for Xxxxxxx County, Wisconsin, on December 28, 1992, in Volume
541 of Records at page 229, Document No. 650104; and
WHEREAS, the Company executed and delivered to the Trustees its Sixth
Supplemental Indenture, dated as of March 24, 1994 (hereinafter called its Sixth
Supplemental Indenture), which was recorded in the office of the Register of
Deeds in and for Xxxxxxx County, Wisconsin, on March 29, 1994, in Volume 568 of
Records at page 757, Document No. 662228; and
WHEREAS, in addition to the property described in the Mortgage, as
heretofore supplemented, the Company has acquired certain other property, rights
and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds of a series entitled and designated First
Mortgage Bonds, 3 3/8% Series due 1973 (hereinafter called the bonds of the
First Series), in the aggregate principal amount of Two Million Five Hundred
Thousand Dollars ($2,500,000), none of which bonds of the First Series are now
Outstanding; bonds of a series entitled and designated First Mortgage Bonds, 3
1/10% Series due 1981 (hereinafter called the bonds of the Second Series), in
the aggregate principal amount of Five Million Dollars ($5,000,000), none of
which bonds of the Second Series are now Outstanding; bonds of a series entitled
and designated First Mortgage Bonds, 5% Series due 1992 (hereinafter called the
bonds of the Third Series), in the aggregate principal amount of Two Million
Seven Hundred Thousand Dollars ($2,700,000), none of which bonds of the Third
Series are now Outstanding; bonds of a series entitled and designated First
Mortgage Bonds, 9 5/8% Series due 2001 (hereinafter called the bonds of the
Fourth Series) , the interest rate of which bonds were modified to 6.10% by the
Sixth Supplemental Indenture, in the aggregate principal amount of Three Million
Dollars ($3,000,000), of which One Million, Fifty Thousand Dollars ($1,050,000)
aggregate principal amount is now Outstanding; bonds of a series entitled and
designated First Mortgage Bonds, 12 1/2% Series due 1992 (hereinafter called the
bonds of the Fifth Series), in the aggregate principal amount of Three Million
Five Hundred Thousand Dollars ($3,500,000), none of
-3-
which bonds of the Fifth Series are now Outstanding; and bonds of a series
entitled and designated First Mortgage Bonds, 7.91% Series due 2013 (hereinafter
called the bonds of the Sixth Series) , in the aggregate principal amount of
Five Million Dollars ($5, 000, 000) , of which Four Million, Seven Hundred Fifty
Thousand Dollars ($4,750,000) aggregate principal amount is now Outstanding; and
WHEREAS, Sections 101 and 102 of the Mortgage provide, among other
things, that the holders of a majority in principal amount of the bonds then
Outstanding may remove and replace any Trustee, and such bondholders, at the
request of the Company, wish to replace the Trustees with a Trustee with its
principal office and place of business located outside of the borough of
Manhattan in the city of New York; and
WHEREAS, Section 35 of the Mortgage provides, among other things, that
the Corporate Trustee shall have its principal office and place of business
located within the borough of Manhattan in the city of New York; and
WHEREAS, the Company now desires to modify the Mortgage to remove the
restrictions on the location of the principal office of the Corporate Trustee,
and to modify other provisions of the Mortgage related to the location of the
Trustee's principal office; and
WHEREAS, the execution and delivery by the Company of this Seventh
Supplemental Indenture, and the modifications of the Mortgage hereinafter
referred to, have been duly authorized by the Board of Directors of the Company
by appropriate resolutions of said Board of Directors;
WHEREAS, the amendments to the Mortgage contained in this Seventh
Supplemental Indenture have been duly approved by the holders of one hundred per
centum (100%) in principal amount of the bonds outstanding and entitled to vote
thereon.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That Superior Water, Light
and Power Company, in consideration of the premises and of One Dollar ($l) to it
duly paid by the Trustees at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in further evidence of
assurance of the estate, title and rights of the Trustees and in order further
to secure the payment both of the principal of and interest and premium, if any,
on the bonds from time to time issued under the Mortgage, according to their
tenor and effect, and the performance of all the provisions of the Mortgage
(including any instruments supplemental thereto and any modification made as in
the Mortgage provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of
the Mortgage) unto Xxxxx Xxxxx and (to the
-4-
extent of its legal capacity to hold the same for the Purposes ,hereof) to
Chemical Bank, as Trustees under the Mortgage, and to their successor or
successors in said trust, and to said Trustees and their successors and assigns
forever, all and singular the permits, franchises, rights, privileges, grants
and property, real, personal and mixed, now owned or which may be hereafter
acquired by the Company (except any of the character herein or in the Mortgage
expressly excepted), including (but not limited to) its electric light and power
works, gas works, water works, buildings, structures, machinery, equipment,
mains, pipes, lines, poles, wires, easements, rights of way, permits,
franchises, rights, privileges, grants and all property of every kind and
description, situated in the City of Superior, Xxxxxxx County, Wisconsin, or
elsewhere in Xxxxxxx County, Wisconsin, in Xxxxxxxx County, Wisconsin, or in any
other place or places, now owned by the Company, or that may be hereafter
acquired by it, including, but not limited to, the following described
properties of the Company--that is to say:
All property, real, personal and mixed, acquired by the Company after
the date of the execution and delivery of the Mortgage (except any herein or in
the Mortgage, as heretofore supplemented, expressly excepted) , now owned or
hereafter acquired by the Company and wheresoever situated, including (without
in any way limiting or impairing by the enumeration of the same the scope and
intent of the foregoing or of any general description contained in this Seventh
Supplemental Indenture) all lands, power sites, flowage rights, water rights,
water franchises, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants, works, reservoirs and tanks for
the pumping and purification of water; all water works; all plants for the
generation of electricity by water, steam and/or other power; all power houses,
gas plants, street lighting systems, standards and other equipment incidental
thereto, telephone, radio and television systems, air-conditioning systems and
equipment incidental thereto, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks,
street and interurban railway systems, offices, buildings and other structures
and the equipment thereof; all machinery, engines, boilers, dynamos, water,
electric, gas and other machines, regulators, meters, transformers, generators,
motors, water, electrical, gas and mechanical appliances, conduits, cables,
water, steam, heat, gas or other mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires, cables, tools,
implements, apparatus, furniture, chattels and choses in action; all municipal
and other franchises, consents or permits; all lines for the transmission and
distribution of water, electric current, gas, steam heat or hot water for any
purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all
apparatus for use in connection therewith; all real estate, lands,
-5-
easements, servitudes, licenses, permits, franchises, privileges, rights of way
and other rights in or relating to real estate or the occupancy of the same and
(except as herein or in the Mortgage, as heretofore supplemented, expressly
excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property herein before or in the Mortgage,
as heretofore supplemented, described.
Together with all and singular the tenements, hereditaments and
appurtenances belonging or in any way appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.
It is hereby agreed by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any herein or
in the Mortgage, as heretofore supplemented, expressly excepted) shall be and
are as fully granted and conveyed hereby and as fully embraced within the lien
of the Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein and conveyed hereby.
Provided that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of the Mortgage, via: (1) cash, shares of
stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, materials or supplies held for
the purpose of sale in the usual course of business and fuel, oil and similar
materials and supplies consumable in the operation of any properties of the
Company; rolling stock, buses, motor coaches, automobiles and other vehicles;
(3) bills, notes and accounts receivable, and all contracts, leases and
operating agreements not specifically pledged under the Mortgage or covenanted
so to be; the last day of the term of any lease or leasehold which may
heretofore have or hereafter may become subject to the lien of the Mortgage; (4)
water, electric energy, gas, ice and other materials or products pumped, stored,
generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; (5) the Company's
franchise to be a corporation; and (6) all permits, franchises, rights,
privileges, grants and property in the state of Minnesota now owned or hereafter
acquired unless such permits, franchises, rights, privileges, grants and
property in the
-6-
state of Minnesota shall have been subjected to the lien of the Mortgage by an
indenture or indentures supplemental to the Mortgage, pursuant to authorization
of the Board of Directors of the Company, whereupon all the permits, franchises,
rights, privileges, grants and property then owned or thereafter acquired the
Company in the state of Minnesota (except property of the character expressly
excepted from the lien of the Mortgage in clauses (1) to (5) above, inclusive),
shall become and be subject to the lien of the Mortgage as part of the Mortgaged
and Pledged property and may be released, funded and otherwise dealt with on the
same terms and subject to the same conditions and restrictions as though not
theretofore excepted from the lien of the Mortgage; provided, however, that the
property and rights expressly excepted from the lien and operation of the
Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event and as of the date that either or both
of the Trustees or a receiver or trustee shall enter upon and take possession of
the Mortgaged and Pledged Property in the manner provided in Article XIII of the
Mortgage by reason of the occurrence of a Default as defined in Section 65 of
the Mortgage.
To have and to hold all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto Xxxxx Xxxxx and (to the extent of its legal capacity to hold the same
for the purposes hereof) to Chemical Bank, as Trustees, and their successors and
assigns forever.
In trust nevertheless, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as heretofore supplemented, this Seventh
Supplemental Indenture being supplemental thereto.
And it is hereby covenanted by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage, as
heretofore supplemented, shall affect and apply to the property herein before
described and conveyed and to the estate, rights, obligations and duties of the
Company and the Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors as Trustees of said property,
in the same manner and with the same effect as if said property had been owned
by the Company at the time of the execution of the Mortgage, and had been
specifically and at length described in and conveyed to the Trustees by the
Mortgage as part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees and
their successors in said trust under the Mortgage as follows:
-7-
ARTICLE I.
Amendments to the Mortgage.
SECTION 1. Effective upon the date of this Seventh Supplemental
Indenture, the Mortgage shall be amended as follows:
(A) subdivision (a) of Section 35 of Article VIII of the Mortgage is
amended to read as follows--
(a) That, whenever necessary to avoid or fill a vacancy
in the office of the Corporate Trustee, the Company will in
the manner provided in Section 102 hereof appoint a Corporate
Trustee so that there shall at all times be a Corporate
Trustee hereunder which shall at all times be a corporation
organized and doing business under the laws of the United
States or of any State or Territory or the District of
Columbia, with its principal office and place of business
within the United States, and with a combined capital and
surplus of at least One Hundred Million Dollars
($100,000,000) (unless such trustee is First Bank (N.A.),
with its principal office and place of business in Milwaukee,
Wisconsin, in which case such trustee shall have a combined
capital and surplus of at least Thirty Million Dollars
($30,000,000)), and authorized under such laws to exercise
corporate trust powers and subject to supervision or
examination by Federal, State, Territorial or District of
Columbia authority.
(B) wherever the Mortgage refers to providing notice in a Daily
Newspaper, printed in the English language, and of general circulation in the
Borough of Manhattan, The City of New York, such reference is amended to refer
to a Daily Newspaper, printed in the English language, and of general
circulation in the City of Milwaukee, Wisconsin.
(C) subdivision (a) of Section 82 of Article XIV and Section 110 of
Article XIX of the Mortgage are amended by replacing the references therein to
"New York" with "Wisconsin".
(D) Section 108 of Article XIX of the Mortgage is amended by replacing
the references therein to "the Borough of Manhattan, The City of New York" with
"the City of Milwaukee, Wisconsin".
SECTION 2. Except to the extent expressly set forth in this Seventh
Supplemental Indenture, the Mortgage remains unchanged.
-8-
ARTICLE II.
Amendments to the Third, Fifth and Sixth Supplemental
Indentures and the Terms of the Bonds of the Fourth
and Sixth Series.
SECTION 3. Effective upon the date of this Seventh Supplemental
Indenture, the Third Supplemental Indenture, as amended by the Sixth
Supplemental Indenture, and the terms of the Bonds of the Fourth Series shall be
amended by replacing the references therein to the "office or agency of the
Company in the Borough of Manhattan, The City of New York" with the "Office or
agency of the Company at the principal office of the Corporate Trustee".
SECTION 4. Effective upon the date of this Seventh Supplemental
Indenture, the Fifth Supplemental Indenture and the terms of the Bonds of the
Sixth Series shall be amended by replacing the references therein to the "office
or agency of the Company in the Borough of Manhattan, The City of New York" with
the "office or agency of the Company at the principal office of the Corporate
Trustee".
SECTION 5. Effective upon the date of this Seventh Supplemental
Indenture, the definition of "Business Day" in the Fifth Supplemental Indenture
and the Sixth Supplemental Indenture shall be amended by replacing the
references therein to "New York City" with "the state of Wisconsin".
SECTION 6. Except to the extent expressly set forth in this Seventh
Supplemental Indenture, the Third Supplemental Indenture, as amended by the
Sixth Supplemental Indenture, the Fifth Supplemental Indenture, and the Sixth
Supplemental Indenture, and the terms of the Bonds of the Fourth and Sixth
Series, remain unchanged.
ARTICLE III.
Miscellaneous Provisions.
SECTION 7. Unless otherwise defined herein, the terms defined in the
Mortgage, as heretofore supplemented, shall for all purposes of this Seventh
Supplemental Indenture have the meanings specified in the Mortgage, as
heretofore supplemented.
SECTION 8. The Trustees hereby accept the trust herein declared,
provided and created and agree to perform the same upon the terms and conditions
herein and in the Mortgage, as heretofore supplemented, set forth and upon the
following terms and conditions.
The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Seventh Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made by the Company
-9-
solely. In general, each and every term and condition contained in
Article XVII of the Mortgage shall apply to and form part of this
Seventh Supplemental Indenture with the same force and effect as if the
same were herein set forth in full, with such omissions, variations
and insertions, if any, as may be appropriate to make the same conform
to the provisions of this Seventh Supplemental Indenture.
SECTION 9. Subject to the provisions of Article XVI and Article XVII of
the Mortgage, whenever in this Seventh Supplemental Indenture any of the parties
hereto is named or referred to, this shall be deemed to include the successors
or assigns of such party, and all the covenants and agreements in this Seventh
Supplemental Indenture contained by or on behalf of the Company or by or on
behalf of the Trustees shall bind and inure to the benefit of the respective
successors and assigns of such parties whether so expressed or not.
SECTION 10. Nothing in this Seventh Supplemental Indenture, express or
implied, is intended, or shall be construed, to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds Outstanding under the Mortgage, any right, remedy or claim under or by
reason of this Seventh Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements of this Seventh Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the bonds and of the
coupons Outstanding under the Mortgage.
SECTION 11. This Seventh Supplemental Indenture may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, Superior Water, Light and Power Company, party
hereto of the first part, has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its Secretary or one of its
Assistant Secretaries for and on its behalf, and Chemical Bank, one of the
parties hereto of the second part, has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of its Vice
Presidents and its corporate seal to be attested by one of its ___________,
and Xxxxx Xxxxx, one of the parties hereto of the second part, has hereunto
set his hand and affixed his seal, all as
-10-
of the day and year first written above.
SUPERIOR WATER, LIGHT AND POWER COMPANY
By: E.G. McGillis
------------------------------------
E.G. XxXxxxxx, President
Attest:
G.A. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx, Secretary
Executed, sealed and delivered by
Superior Water, Light and Power
Company in the presence of:
Xxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxx
--------------------------------
Chemical Bank, as Trustee
By: X.X. Xxxxxxxx
------------------------------------
X.X. XXXXXXXX, Vice President
Attest:
X. X'Xxxxx
--------------------------------
X. X'Xxxxx, Assistant Secretary
---------- --------------------
Executed, sealed and delivered by
Chemical Bank in the presence of:
Xxxxxxx X. Xxxx
--------------------------------
X. Xxxxxxxx
--------------------------------
Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx, as Trustee
Executed, and delivered by
Xxxxx Xxxxx in the presence of:
/s/ Illegible
--------------------------------
/s/ Illegible
--------------------------------
-11-
STATE OF WISCONSIN )
) SS.
COUNTY OF XXXXXXX )
Personally came before me this 15th day of November 1994, E. G.
XxXXXXXX, to me known to be the President, and XXXX X. XXXXXXX, to me known to
be the Secretary of the above-named SUPERIOR WATER, LIGHT AND POWER COMPANY, the
corporation described in and which executed the foregoing instrument, and to me
personally known to be the persons who as such officers executed the foregoing
instrument in the name and behalf of said corporation, who, being by me duly
sworn, did depose and say and acknowledge that they are respectively the
President and Secretary of said corporation, that the seal affixed to said
instrument is the corporate seal of said corporation, and that they signed,
sealed and delivered said instrument in the name and on behalf of said
corporation by authority of its Board of Directors, and said E. G. XXXXXXXX and
XXXX X. XXXXXXX, then and there acknowledged said instrument to be the free act
and deed of said corporation and that such corporation executed the same.
Given under my hand and notarial seal this 15th day of November, 1994.
Xxxxx X. Xxxxx
---------------------------------
Notary Public, State of Wisconsin
My Commission expires 2/16/97
-12-
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
Personally came before me this 6th day of January, 1995, X. X.
Xxxxxxxx, to me known to be a Vice President, and X. X'Xxxxx, to me known to be
a Assistant Secretary, of the above-named Chemical Bank, the corporation
described in and which executed the foregoing instrument, and to me personally
known to be the persons who as such officers executed the foregoing instrument
in the name and behalf of said corporation, who, being by me duly sworn, did
depose and say and acknowledge that they are respectively a Vice President and a
Assistant Secretary of said corporation, that the seal affixed to said
instrument is the corporate seal of said corporation, and that they signed,
sealed and delivered said instrument in the name and on behalf of said
corporation by authority of its Board of Directors, and said Vice President and
Assistant Secretary then and there acknowledged said instrument to be the free
act and deed of said corporation and that such corporation executed the same.
Given under my hand and notarial seal this 6th day of January, 1995.
Xxxxxxxxx XxXxxx
---------------------------------
Notary Public, State of New York
My Commission:
XXXXXXXXX XxXXXX
Xxxxxx Public, State of New York
NO. 01DE5013759
Qualified in Kings County
Certificate Filed in New York County
Commission Expires July 15, 1995
-13-
AUTHENTICATION OF EXECUTION BY XXXXX XXXXX
THIS INSTRUMENT DRAFTED BY:
---------------------------
Attorney Xxxxxxx X. Xxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx & Xxxxx, S. C.
00 Xxxx Xxxxxxx Xxxxxx
P. O. Box 1807
Madison, WI 53701-1807
(000) 000-0000
-14-
UNITED KINGDOM OF GREAT BRITIAN )
CITY OF LONDON ENGLAND ) SS.
On this ninth day of December One thousand nine hundred and
ninety-four, personally came before me XXXXX XXXXX, to me known to be the person
described in and who executed the foregoing Instrument, and acknowledged that he
executed the same.
Xxxxxxx Xxxxxx Xxxxxx
XXXXXXX XXXXXX XXXXXX
NOTARY PUBLIC, LONDON
My commission expires with life
[SEAL] [SEAL]
