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EXHIBIT (4)-2
Conformed Copy
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FOURTEENTH SUPPLEMENTAL INDENTURE
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WISCONSIN ELECTRIC POWER COMPANY
TO
FIRSTAR TRUST COMPANY
(formerly First Wisconsin Trust Company)
As Trustee
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Mortgage and Deed of Trust dated June 1, 1950
Of Wisconsin Natural Gas Company
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Assumption of Bonds
by
Wisconsin Electric Power Company
in connection with merger
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DATED JANUARY 1, 1996
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Fourteenth Supplemental Indenture Dated January 1, 1996
to
Mortgage and Deed of Trust dated June 1, 1950
of Wisconsin Natural Gas Company
TABLE OF CONTENTS*
PAGE
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PARTIES............................................................... 1
RECITALS.............................................................. 1
GENERAL COVENANT...................................................... 3
ARTICLE I.
ASSUMPTION AND DECLARATION.
Assumption of Bonds................................................... 3
ARTICLE II.
THE TRUSTEE.
Trustee not responsible for validity of Fourteenth Supplemental
Indenture........................................................... 4
ARTICLE III.
MISCELLANEOUS PROVISIONS.
Meanings of terms in Fourteenth Supplemental Indenture................ 4
Effective Time of Covenants, Declarations and Agreements Contained in
Fourteenth Supplemental Indenture.................................. 4
Execution of Fourteenth Supplemental Indenture in counterparts........ 4
TESTIMONIUM........................................................... 5
EXECUTION............................................................. 5
WISCONSIN ELECTRIC'S ACKNOWLEDGMENT................................... 7
TRUSTEE'S ACKNOWLEDGMENT.............................................. 7
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* Note: The Table of Contents is not part of the Supplemental Indenture and
should not be considered as such. It is included herein only for purposes
of convenience.
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SUPPLEMENTAL INDENTURE, dated the first day of January, 1996, made by
and between WISCONSIN ELECTRIC POWER COMPANY, a corporation organized and
existing under the laws of the State of Wisconsin (hereinafter called
"Wisconsin Electric"), party of the first part, and FIRSTAR TRUST COMPANY,
formerly First Wisconsin Trust Company, a corporation organized and existing
under the laws of the State of Wisconsin (hereinafter called the "Trustee"),
as Trustee under the Mortgage and Deed of Trust dated June 1, 1950,
hereinafter mentioned, party of the second part;
WHEREAS, WISCONSIN NATURAL GAS COMPANY (hereinafter called "Wisconsin
Natural") has heretofore executed and delivered to the Trustee its Mortgage
and Deed of Trust dated June 1, 1950, as amended September 1, 1957, September
15, 1986, January 15, 1992 and November 1, 1992, (said Mortgage and Deed of
Trust, as so amended, being hereinafter sometimes referred to as the "Original
Indenture" and, together with all supplemental indentures thereto, being
sometimes referred to herein collectively as the "Indenture"), to secure the
payment of the principal of and the interest and premium, if any, on all Bonds
at any time issued and outstanding thereunder, and to declare the terms and
conditions upon which Bonds are to be issued thereunder; and indentures
supplemental thereto dated June 1, 1950, October 15, 1955, September 1, 1957,
October 15, 1961, November 1, 1962, October 1, 1965, September 15, 1967,
September 15, 1969, July 1, 1971, September 15, 1986, January 15, 1992,
November 1, 1992 and January 1, 1994, respectively, have heretofore been
entered into between the Company and the Trustee; and
WHEREAS, prior to the date hereof, Bonds have been issued by Wisconsin
Natural under said Mortgage and Deed of Trust and said indentures
supplemental thereto as follows:
(1) $3,500,000 principal amount of First Mortgage Bonds, 2 7/8% Series due
1975, which are described in the First Supplemental Indenture dated June
1, 1950, all of which have been retired for sinking fund purposes or
paid at maturity prior to the date of execution hereof;
(2) $2,500,000 principal amount of First Mortgage Bonds, 3 3/8% Series due
1980, which are described in the Second Supplemental Indenture dated
October 15, 1955, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(3) $2,500,000 principal amount of First Mortgage Bonds, 5 1/2% Series due
1982, which are described in the Third Supplemental Indenture dated
September 1, 1957, all of which have been retired for sinking fund
purposes or redeemed prior to the date of execution hereof;
(4) $4,000,000 principal amount of First Mortgage Bonds, 4 3/4% Series due
1986, which are described in the Fourth Supplemental Indenture dated
October 15, 1961, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(5) $5,000,000 principal amount of First Mortgage Bonds, 4 3/8% Series due
1987, which are described in the Fifth Supplemental Indenture dated
November 1, 1962, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(6) $8,000,000 principal amount of First Mortgage Bonds, 4 7/8% Series due
1990, which are described in the Sixth Supplemental Indenture dated
October 1, 1965, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
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(7) $10,000,000 principal amount of First Mortgage Bonds, 6 3/8% Series due
1992, which are described in the Seventh Supplemental Indenture dated
September 15, 1967, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(8) $10,000,000 principal amount of First Mortgage Bonds, 8 3/4% Series due
1994, which are described in the Eighth Supplemental Indenture dated
September 15, 1969, all of which have been retired for sinking fund
purposes or redeemed prior to the date of execution hereof;
(9) $10,000,000 principal amount of First Mortgage Bonds, 8 3/8% Series due
1996, which are described in the Ninth Supplemental Indenture dated July
1, 1971, all of which have been retired for sinking fund purposes or
redeemed prior to the date of execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 9 1/4% Series due
2016, which are described in the Tenth Supplemental Indenture dated
September 15, 1986, all of which have been retired for sinking fund
purposes or redeemed prior to the date of execution hereof;
(11) $10,000,000 principal amount of First Mortgage Bonds, 5 5/8% Series due
January 15, 1995, which are described in the Eleventh Supplemental
Indenture dated January 15, 1992, all of which have been paid at
maturity prior to the date of execution hereof;
(12) $10,000,000 principal amount of First Mortgage Bonds, 6 5/8% Series due
January 15, 1997, which are described in the Eleventh Supplemental
Indenture dated January 15, 1992, all of which remain outstanding at the
date of execution hereof;
and
WHEREAS, pursuant to Articles of Merger dated December 27, 1995,
Wisconsin Natural is being merged into Wisconsin Electric, effective at 12:01
a.m., Central Standard Time, on January 1, 1996, with Wisconsin Electric as
the successor corporation; and
WHEREAS, it is provided in Section 12.01 of the Original Indenture that,
upon any merger of Wisconsin Natural into another corporation, the due and
punctual payment of the principal and interest of all Bonds at the time
outstanding according to their tenor, and, subject to the provisions of
Section 12.03 of the Original Indenture, the due and punctual performance and
observance of all the covenants and conditions of the Indenture shall, by
supplemental indenture, and as a condition of such merger, be expressly
assumed by the successor corporation resulting from such merger; and
WHEREAS, it is provided in Section 12.02 of the Original Indenture that
a successor corporation resulting from a merger of Wisconsin Natural into
another corporation, all on the terms set forth in Section 12.01 of the
Original Indenture, shall upon executing, acknowledging and delivering to the
Trustee, and causing to be recorded and filed, as required by Section 4.10 of
the Original Indenture, an indenture supplemental thereto, as provided in
Section 12.01 of the Original Indenture, in form satisfactory to the Trustee,
succeed to and be substituted for Wisconsin Natural with the same effect as if
it had been named therein as the party of the first part; and
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WHEREAS, Wisconsin Electric, pursuant to appropriate resolutions of its
Board of Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a Supplemental Indenture in the form hereof for the
purpose of complying with the above-mentioned provisions of Sections 12.01 and
12.02 of the Original Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the sum of One Dollar duly paid by the Trustee to
Wisconsin Electric at or before the time of the execution of this Supplemental
Indenture, and of other valuable considerations, the receipt whereof is hereby
acknowledged, Wisconsin Electric does hereby covenant, declare and agree to
and with the Trustee, and its successors in trust, under the Indenture, for
the benefit of those who shall hold the Bonds and related coupons, or any of
them, issued or to be issued under the Indenture, as follows:
ARTICLE I.
ASSUMPTION AND DECLARATION.
Wisconsin Electric hereby assumes, as of the effective time specified in
Article III hereof, (a) the due and punctual payment of the principal and
interest of all Bonds outstanding under the Indenture at such time, according
to their tenor, and (b) subject to the provisions of Section 12.03 of the
Original Indenture, the due and punctual performance and observance of all the
covenants and conditions of the Indenture to be kept or performed by Wisconsin
Natural.
It is hereby declared that, in accordance with Section 12.03 of the
Original Indenture, the lien of the Indenture shall not extend to any or all
of the property or franchises of Wisconsin Electric, unless Wisconsin
Electric, in its discretion, shall hereafter subject the same to the lien
thereof or unless Wisconsin Electric shall hereafter exercise certain
privileges under the Indenture as referred to in such Section 12.03; provided,
the foregoing provisions of this paragraph notwithstanding, the Indenture
shall, from and after the effective time specified in Article III hereof,
constitute a lien, of the rank provided in the Indenture, upon all properties
and franchises acquired by Wisconsin Electric from Wisconsin Natural in such
merger which were subject to the lien of the Indenture immediately prior to
such merger and upon all additions, extensions, improvements, repairs and
replacements to or about the plants or properties included in the trust estate
immediately prior to such merger, appurtenant to the trust estate as so
constituted (as distinguished from the additions, extensions, improvements,
repairs and replacements to or about the plants or properties appurtenant to
the plants or properties of Wisconsin Electric and additional plants or
properties thereafter acquired by Wisconsin Electric upon which the Indenture,
by its terms, will not constitute a lien).
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ARTICLE II.
THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by Wisconsin Electric or for or in respect of the
recitals contained herein, all of which recitals are made by Wisconsin
Electric solely.
ARTICLE III.
MISCELLANEOUS PROVISIONS.
All terms contained in this Supplemental Indenture, and not herein
defined, shall for all purposes thereof, have the meanings given to such terms
in Article I of the Original Indenture.
Although the actual date of execution of this Supplemental Indenture by
Wisconsin Electric and by the Trustee is as indicated by their respective
acknowledgments hereto annexed, the covenants, declarations and agreements of
Wisconsin Electric herein contained shall become effective at 12:01 a.m.,
Central Standard Time, on January 1, 1996, the effective time of the merger
referred to herein.
This Supplemental Indenture may be simultaneously executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, said Wisconsin Electric Power Company has caused
this Supplemental Indenture to be executed on its behalf by its President or
one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or
the Assistant Secretary; and said Firstar Trust Company has caused this
Supplemental Indenture to be executed on its behalf by its President or one of
its Vice Presidents, and its corporate seal to be hereto affixed and said seal
and this Supplemental Indenture to be attested by its Secretary or one of its
Assistant Secretaries; all as of the first day of January, one thousand nine
hundred and ninety-six.
WISCONSIN ELECTRIC POWER COMPANY
By /s/ X. X. Xxxxx
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X. X. Xxxxx
Vice President
(CORPORATE SEAL)
Attested:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Assistant Secretary
Signed, sealed and delivered by
WISCONSIN ELECTRIC POWER
COMPANY in the presence of:
/s/ X. X. Xxxxxxx
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X. X. Xxxxxxx
/s/ X. X. Xxxxxx
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X. X. Xxxxxx
As Witnesses
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FIRSTAR TRUST COMPANY
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Assistant Vice President
(CORPORATE SEAL)
Attested:
/s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
Assistant Secretary
Signed, sealed and delivered by
FIRSTAR TRUST COMPANY
in the presence of:
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ X. X. Xxxxx
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X. X. Xxxxx
As Witnesses
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STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared X. X.
XXXXX and XXXXXX X. XXXXXXX, to me personally known, who, being by me
severally duly sworn, did say: that X. X. XXXXX is a Vice President and
XXXXXX X. XXXXXXX is an Assistant Secretary of WISCONSIN ELECTRIC POWER
COMPANY, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its Board of Directors;
and said X. X. XXXXX and XXXXXX X. XXXXXXX severally acknowledged said
instrument to be the free act and deed of said corporation.
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Notary Public
State of Wisconsin
My Commission expires October 12, 1997
[Seal of Notary Public]
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared XXXX
X. XXXXXXX and XXX X. XXXXX, to me personally known, who, being by me
severally duly sworn, did say: that XXXX X. XXXXXXX is an Assistant Vice
President and XXX X. XXXXX is an Assistant Secretary of FIRSTAR TRUST COMPANY,
and that the seal affixed to the foregoing instrument is the corporate seal of
said corporation and that said instrument was signed and sealed on behalf of
said corporation by authority of its Board of Directors; and said XXXX X.
XXXXXXX and XXX X. XXXXX severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Notary Public
State of Wisconsin
My Commission expires February 2, 1997
[Seal of Notary Public]
This instrument was drafted by Xxxxx X. Xxxxxxxxxxx and Xxxxx X. Xxxxxxxx
on behalf of Wisconsin Electric Power Company.
