<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 1, 1996
WISCONSIN ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
1-1245
(Commission file number)
Wisconsin 39-0476280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF WISCONSIN NATURAL GAS COMPANY
Effective at 12:01 a.m., Central Time, on January 1, 1996, Wisconsin Natural
Gas Company ("Wisconsin Natural"), a wholly-owned subsidiary of Wisconsin
Energy Corporation ("Wisconsin Energy"), was merged with and into Wisconsin
Electric Power Company ("Wisconsin Electric"), all of the Common Stock of
which is owned by Wisconsin Energy (the "Merger"). In the transaction, all
1,725,000 shares of Wisconsin Natural Common Stock outstanding and held by
Wisconsin Energy were deemed cancelled at the effective time of the Merger.
No new shares of Wisconsin Electric Common Stock were issued in connection
with the Merger. Each share of Wisconsin Electric Common Stock and Preferred
Stock which was issued and outstanding immediately prior to the effective time
of the Merger remained an identical issued and outstanding share of such
respective stock of Wisconsin Electric, as the surviving corporation,
immediately after the effective time of the Merger.
On April 27, 1995, the Michigan Public Service Commission issued an order
approving the Merger. On May 9, 1995, the Public Service Commission of
Wisconsin ("PSCW") issued an order approving the Merger.
The Merger was effected pursuant to the Plan and Agreement of Merger, dated as
of June 30, 1994, by and between Wisconsin Electric and Wisconsin Natural (the
"Merger Agreement"). The Merger Agreement was approved by the requisite vote
of the stockholders of Wisconsin Electric at a special meeting of stockholders
held on December 15, 1994. The Merger Agreement was approved by Wisconsin
Energy, as sole stockholder of Wisconsin Natural, on October 26, 1994.
Wisconsin Natural was a gas utility engaged in the purchase, distribution and
sale of natural gas to retail customers and the transportation of customer-
owned gas in three distinct service areas in Wisconsin: west and south of the
City of Milwaukee; the Appleton area; and the Prairie du Chien area.
Wisconsin Natural's service territory had an estimated population of over
1,100,000 and was largely within the electric service area of Wisconsin
Electric. Wisconsin Electric will continue to use the acquired facilities of
Wisconsin Natural for the distribution and transportation of natural gas.
The Merger is being accounted for by the consolidation of the accounts of
Wisconsin Electric and Wisconsin Natural. This accounting treatment for the
combination of assets and liabilities is similar to that which would result
from a pooling of interests in that the assets and liabilities are combined at
historical book values. Income of Wisconsin Electric as the surviving
corporation in the Merger will include income of the former Wisconsin Natural
for fiscal 1996 and thereafter. The reported income of the separate entities
for the prior periods will be combined and restated as income of Wisconsin
Electric.
Further information concerning the Merger is set forth in the Wisconsin
Electric Proxy Statement (File No. 1-1245), dated October 31, 1994,
distributed in connection with the special meeting of stockholders to vote on
the transaction held on December 15, 1994.
- 2 -
<PAGE> 3
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 5. OTHER ITEMS
MERGER AGREEMENT WITH NORTHERN STATES POWER
As previously reported, on April 28, 1995, Wisconsin Energy and Northern
States Power Company, a Minnesota corporation ("NSP"), entered into an
Agreement and Plan of Merger, which was amended and restated as of July 26,
1995 (the "Wisconsin Energy Merger Agreement"). The Wisconsin Energy Merger
Agreement provides for a strategic business combination involving Wisconsin
Energy and NSP in a "merger-of-equals" transaction. As a result, Wisconsin
Energy will become a registered public utility holding company under the
Public Utility Holding Company Act of 1935, as amended, and will change its
name to Primergy Corporation ("Primergy"). Primergy will be the parent
company of NSP, which, for regulatory reasons will reincorporate in Wisconsin
("New NSP"), of Wisconsin Electric (including the former operations of
Wisconsin Natural), which will be renamed Wisconsin Energy Company, and of the
other subsidiaries of Wisconsin Energy and NSP. The business combination is
intended to be tax-free for income tax purposes and to be accounted for as a
"pooling of interests."
Northern States Power Company, a Wisconsin corporation ("NSP-WI"), currently a
wholly-owned subsidiary of NSP, will also be merged into Wisconsin Energy
Company in connection with the transactions contemplated by the Wisconsin
Energy Merger Agreement. Prior to the merger of NSP-WI into Wisconsin Energy
Company, New NSP will acquire certain gas utility assets in La Crosse and
Hudson, Wisconsin, from NSP-WI.
Further information related to the Wisconsin Energy Merger Agreement was
previously reported in Wisconsin Energy's Current Reports on Form 8-K dated as
of April 28, 1995 and as of September 13, 1995, Wisconsin Electric's Current
Report on Form 8-K dated as of August 25, 1995 and in Wisconsin Energy's and
Wisconsin Electric's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995. Detailed information
with respect to the Wisconsin Energy Merger Agreement and the transactions
contemplated thereby is contained in the Joint Proxy Statement/Prospectus
dated August 7, 1995 (contained in Wisconsin Energy's Registration Statement
on Form S-4, Registration No. 33-61619) which related to the meetings of the
shareholders of Wisconsin Energy and NSP on September 13, 1995 at which the
Wisconsin Energy Merger Agreement and certain related matters were approved.
POINT BEACH INDEPENDENT SPENT FUEL STORAGE INSTALLATION
On December 22, 1995, the Dane County Circuit Court issued a decision vacating
and remanding the February 9, 1995 order of the PSCW which authorized
Wisconsin Electric to construct and operate an independent spent fuel storage
installation ("ISFSI") for the storage of spent nuclear fuel assemblies at
Wisconsin Electric's Point Beach Nuclear Plant ("Point Beach"). The Court
held that the environmental impact statement prepared by the PSCW for this
project was inadequate in two respects. First, it did not adequately analyze
the environmental impacts from the storage of spent fuel for a sufficient
duration; second, it did not sufficiently evaluate the alternative of
employing a combination of renewable energy resources and conservation in lieu
of continued operation of Point Beach beyond 1998. The Court also held that
- 3 -
<PAGE> 4
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 5. OTHER ITEMS (Cont'd)
POINT BEACH INDEPENDENT SPENT FUEL STORAGE INSTALLATION (Cont'd)
the PSCW failed to make the findings of fact and conclusions of law, based on
the record, demonstrating that it properly considered the priorities of
conservation, renewable and other energy resources over nuclear resources to
the extent cost effective, technically feasible and environmentally sound.
The Court rejected the petitioners' claim that the PSCW abused its discretion
in authorizing construction and operation of the ISFSI and determined that the
Court should not substitute its judgment for that of the PSCW on an issue of
discretion. The PSCW is expected to take action on remand to cure the defects
found by the Court. The matter is pending.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(a) FINANCIAL STATEMENTS:
The financial statements of Wisconsin Natural listed in the descriptions
of Exhibits (99)-1 and (99)-2 in paragraph (c) of this Item 7 are
incorporated herein by reference. The audited financial statements so
listed are included in Item 8 of Wisconsin Natural's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File No. 2-2066).
The unaudited interim financial statements so listed are included in
Item 1 in Part I of Wisconsin Natural's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995.
The financial statements of NSP-WI listed in the descriptions of Exhibits
(99)-3 and (99)-4 in paragraph (c) of this Item 7 are incorporated herein
by reference. The audited financial statements so listed are included in
Item 8 of NSP-WI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 10-3140). The unaudited interim financial
statements so listed are included in Item 1 in Part I of NSP-WI's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.
(b) PRO FORMA FINANCIAL INFORMATION:
The unaudited pro forma financial information listed in the description
of Exhibit (99)-6 in paragraph (c) of this Item 7 is incorporated herein
by reference and combines the historical balance sheets and statements of
income of Wisconsin Electric, Wisconsin Natural and NSP-WI. The
unaudited pro forma financial information so listed is included in
Item 5 in Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995. This pro forma financial
information updates through the third quarter of 1995 pro forma financial
information included in ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS in
- 4 -
<PAGE> 5
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Cont'd)
(b) PRO FORMA FINANCIAL INFORMATION: (Cont'd)
Wisconsin Electric's Current Report on Form 8-K dated as of August 25,
1995, which also contains unaudited pro forma combined condensed
statements of income of Wisconsin Energy Company for each of the three
years in the period ended December 31, 1994, which are not repeated
herein but are incorporated herein by reference as Exhibit (99)-5 to this
report.
(c) EXHIBITS:
The following Exhibits are filed with this report:
Exhibit No.
(4)-1 Conformed Fortieth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated October 28, 1938, of Wisconsin Electric (to reflect the
conveyance of properties acquired by merger with Wisconsin
Natural).
(4)-2 Conformed Fourteenth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated June 1, 1950, of Wisconsin Natural (to reflect the
assumption of bonds by Wisconsin Electric in connection with
merger).
(4)-3 First Supplemental Indenture of Wisconsin Electric, dated
January 1, 1996, to Indenture, dated as of September 1, 1992,
of Wisconsin Natural (to reflect assumption of obligations
under Indenture and securities by Wisconsin Electric in
connection with merger).
(99)-7 News Release dated December 29, 1995.
The following exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995, by
and among NSP, Wisconsin Energy, Northern Power Wisconsin Corp.
and WEC Sub Corp. (Exhibit (2)-1 to Wisconsin Energy's
Registration Statement on Form S-4 filed on August 7, 1995,
Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between Wisconsin Electric and Wisconsin Natural. (Appendix A
to Wisconsin Electric's Proxy Statement dated October 31, 1994,
in File No. 1-1245.)
(23)-1 Consent of Price Waterhouse LLP, Wisconsin Natural's independent
accountants, dated August 25, 1995. (Exhibit (23)-1 to
Wisconsin Electric's Current Report on Form 8-K dated August 25,
1995.)
- 5 -
<PAGE> 6
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Cont'd)
(c) EXHIBITS: (Cont'd)
Exhibit No.
(23)-2 Consent of Deloitte & Touche LLP, NSP-WI's independent
accountants, dated August 25, 1995. (Exhibit (23)-2 to
Wisconsin Electric's Current Report on Form 8-K dated
August 25, 1995.)
(99)-1 Audited Financial Statements of Wisconsin Natural at
December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994. (Item 8 of Wisconsin
Natural's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 2-2066.)
(99)-2 Unaudited Interim Financial Statements of Wisconsin Natural at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
Wisconsin Natural's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1995, File No. 2-2066.)
(99)-3 Audited Financial Statements of NSP-WI at December 31, 1994 and
1993 and for each of the three years in the period ended
December 31, 1994. (Item 8 of NSP-WI's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, File No.
10-3140.)
(99)-4 Unaudited Interim Financial Statements of NSP-WI at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
NSP-WI's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995, File No. 10-3140.)
(99)-5 Wisconsin Energy Company unaudited pro forma combined condensed
statements of income for each of the three years in the period
ended December 31, 1994. (Included in Wisconsin Electric's
Current Report on Form 8-K dated as of August 25, 1995.)
(99)-6 Unaudited Pro Forma Combined Condensed Financial Information,
consisting of Unaudited Pro Forma Combined Condensed Balance
Sheets at September 30, 1995 of Wisconsin Electric, NSP-WI and
Wisconsin Energy Company, Unaudited Pro Forma Combined Condensed
Statements of Income of Wisconsin Energy Company for the Nine
Months Ended September 30, 1995 and 1994 and the Twelve Months
Ended September 30, 1995, and the Notes thereto. (Item 5 in
Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, File No. 1-1245.)
- 6 -
<PAGE> 7
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------------
(Registrant)
/s/C. H. Baker
--------------------------------------
Date: January 15, 1996 C. H. Baker, Vice President - Finance
- 7 -
<PAGE> 8
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
EXHIBIT INDEX
Current Report on Form 8-K
Report Dated January 1, 1996
Exhibit
Number
-------
The following exhibits are filed with this report:
(4)-1 Conformed Fortieth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated October 28, 1938, of Wisconsin Electric (to reflect the
conveyance of properties acquired by merger with Wisconsin
Natural).
(4)-2 Conformed Fourteenth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated June 1, 1950, of Wisconsin Natural (to reflect the
assumption of bonds by Wisconsin Electric in connection with
merger).
(4)-3 First Supplemental Indenture of Wisconsin Electric, dated
January 1, 1996, to Indenture, dated as of September 1, 1992,
of Wisconsin Natural (to reflect assumption of obligations
under Indenture and securities by Wisconsin Electric in
connection with merger).
(99)-7 News Release dated December 29, 1995.
The following exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995, by
and among NSP, Wisconsin Energy, Northern Power Wisconsin Corp.
and WEC Sub Corp. (Exhibit (2)-1 to Wisconsin Energy's
Registration Statement on Form S-4 filed on August 7, 1995,
Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between Wisconsin Electric and Wisconsin Natural. (Appendix A
to Wisconsin Electric's Proxy Statement dated October 31, 1994,
in File No. 1-1245.)
(23)-1 Consent of Price Waterhouse LLP, Wisconsin Natural's independent
accountants, dated August 25, 1995. (Exhibit (23)-1 to
Wisconsin Electric's Current Report on Form 8-K dated August 25,
1995.)
(23)-2 Consent of Deloitte & Touche LLP, NSP-WI's independent
accountants, dated August 25, 1995. (Exhibit (23)-2 to
Wisconsin Electric's Current Report on Form 8-K dated
August 25, 1995.)
<PAGE> 9
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
EXHIBIT INDEX (Cont'd)
Current Report on Form 8-K
Report Dated January 1, 1996
Exhibit
Number
-------
(99)-1 Audited Financial Statements of Wisconsin Natural at
December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994. (Item 8 of Wisconsin
Natural's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 2-2066.)
(99)-2 Unaudited Interim Financial Statements of Wisconsin Natural at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
Wisconsin Natural's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1995, File No. 2-2066.)
(99)-3 Audited Financial Statements of NSP-WI at December 31, 1994 and
1993 and for each of the three years in the period ended
December 31, 1994. (Item 8 of NSP-WI's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, File No.
10-3140.)
(99)-4 Unaudited Interim Financial Statements of NSP-WI at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
NSP-WI's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995, File No. 10-3140.)
(99)-5 Wisconsin Energy Company unaudited pro forma combined condensed
statements of income for each of the three years in the period
ended December 31, 1994. (Included in Wisconsin Electric's
Current Report on Form 8-K dated as of August 25, 1995.)
(99)-6 Unaudited Pro Forma Combined Condensed Financial Information,
consisting of Unaudited Pro Forma Combined Condensed Balance
Sheets at September 30, 1995 of Wisconsin Electric, NSP-WI and
Wisconsin Energy Company, Unaudited Pro Forma Combined Condensed
Statements of Income of Wisconsin Energy Company for the Nine
Months Ended September 30, 1995 and 1994 and the Twelve Months
Ended September 30, 1995, and the Notes thereto. (Item 5 in
Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, File No. 1-1245.)
- 2 -
<PAGE> 1
EXHIBIT (4)-1
Conformed Copy
==============================================================================
WISCONSIN ELECTRIC POWER COMPANY
TO
FIRSTAR TRUST COMPANY
(formerly First Wisconsin Trust Company)
As Trustee
--------------
FORTIETH SUPPLEMENTAL INDENTURE
DATED JANUARY 1, 1996
--------------
Conveyance of Properties Acquired by
Merger with Wisconsin Natural Gas Company
==============================================================================
<PAGE> 2
WISCONSIN ELECTRIC POWER COMPANY
Fortieth Supplemental Indenture Dated January 1, 1996
--------------
TABLE OF CONTENTS*
--------------
PAGE
----
PARTIES ............................................................. 1
RECITALS ............................................................ 1
GRANTING CLAUSE ..................................................... 5
HABENDUM ............................................................ 6
EXCEPTIONS AND RESERVATIONS ......................................... 6
GRANT IN TRUST ...................................................... 6
GENERAL COVENANT .................................................... 6
ARTICLE I.
COVENANT OF TITLE.
Title to mortgaged property ......................................... 7
ARTICLE II.
EFFECT OF TRUST INDENTURE REFORM ACT OF 1990.
Text of Original Indenture not physically changed to reflect
effect of Trust Indenture Reform Act of 1990 ................... 7
ARTICLE III.
THE TRUSTEE.
Acceptance of trusts by the Trustee ................................. 7
Trustee not responsible for validity of Fortieth Supplemental
Indenture ....................................................... 7
- ------------------------------
* 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.
<PAGE> 3
ii
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
PAGE
----
Certain Recording Data .............................................. 7
Meanings of terms in Fortieth Supplemental Indenture ................ 7
Date of execution ................................................... 7
Execution of Fortieth Supplemental Indenture in counterparts ........ 8
TESTIMONIUM ......................................................... 8
EXECUTION ........................................................... 8
COMPANY'S ACKNOWLEDGMENT ............................................ 10
TRUSTEE'S ACKNOWLEDGMENT ............................................ 11
MORTGAGOR'S AFFIDAVIT ............................................... 11
SCHEDULE A.
DESCRIPTION OF PROPERTIES.
Part I
Properties Acquired or Constructed by Wisconsin Electric Power Company
Parcels of Real Estate .............................................. 12
Part II
Properties Acquired by Merger with Wisconsin Natural Gas Company
Property Incorporated by Reference .................................. 18
SCHEDULE B.
Information Relating to the Recording in Certain Counties of the
Wisconsin Electric Power Company Original Indenture and Second
through Thirty-Ninth Supplemental Indentures .................... 25
<PAGE> 4
SUPPLEMENTAL INDENTURE, dated the 1st day of January, Nineteen hundred
and ninety-six (1996) made by and between WISCONSIN ELECTRIC POWER COMPANY, a
corporation organized and existing under the laws of the State of Wisconsin
(hereinafter called the "Company"), 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 October 28,
1938, hereinafter mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Mortgage and Deed of Trust dated October 28, 1938, as amended June
1, 1946, May 1, 1952, April 1, 1958, December 1, 1980, January 15, 1988,
October 1, 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 October 28, 1938, June 1, 1946, March 1, 1949, June
1, 1950, May 1, 1952, May 1, 1954, April 15, 1956, April 1, 1958, November 15,
1960, November 1, 1966, November 15, 1967, May 15, 1968, May 15, 1969,
November 1, 1969, July 15, 1976, January 1, 1978, May 1, 1978, May 15, 1978,
August 1, 1979, November 15, 1979, April 15, 1980, December 1, 1980, September
15, 1985, December 15, 1986, January 15, 1988, April 15, 1988, September 1,
1989, October 1, 1991, December 1, 1991, August 1, 1992, October 1, 1992,
November 1, 1992, December 15, 1992, January 15, 1993, March 15, 1993, August
1, 1993 and September 15, 1993, respectively, have heretofore been entered
into between the Company and the Trustee; and
WHEREAS, Bonds have been issued by the Company under said Mortgage and
Deed of Trust and indentures supplemental thereto prior to the date hereof as
follows:
(1) $55,000,000 principal amount of First Mortgage Bonds, 3 1/2%
Series due 1968, which are described in the Supplemental Indenture dated
October 28, 1938, all of which have been redeemed prior to the date of
execution hereof;
(2) $50,000,000 principal amount of First Mortgage Bonds, 2 5/8%
Series due 1976, which are described in the Second Supplemental
Indenture dated June 1, 1946, all of which have been retired for sinking
fund purposes or paid at maturity prior to the date of execution hereof;
(3) $10,000,000 principal amount of First Mortgage Bonds, 2 7/8%
Series due 1979, which are described in the Third Supplemental Indenture
dated March 1, 1949, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(4) $15,000,000 principal amount of First Mortgage Bonds, 2 3/4%
Series due 1980, which are described in the Fourth 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;
(5) $12,500,000 principal amount of First Mortgage Bonds, 3 1/4%
Series due 1982, which are described in the Fifth Supplemental Indenture
dated May 1, 1952, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
<PAGE> 5
- 2 -
(6) $20,000,000 principal amount of First Mortgage Bonds, 3 1/8%
Series due 1984, which are described in the Sixth Supplemental Indenture
dated May 1, 1954, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(7) $30,000,000 principal amount of First Mortgage Bonds, 3 7/8%
Series due 1986, which are described in the Seventh Supplemental
Indenture dated April 15, 1956, all of which have been retired for
sinking fund purposes or paid at maturity prior to the date of execution
hereof;
(8) $30,000,000 principal amount of First Mortgage Bonds, 4 1/8%
Series due 1988, which are described in the Eighth Supplemental
Indenture dated April 1, 1958, all of which have been retired for
sinking fund purposes or paid at maturity prior to the date of execution
hereof;
(9) $30,000,000 principal amount of First Mortgage Bonds, 5%
Series due 1990, which are described in the Ninth Supplemental Indenture
dated November 15, 1960, all of which have been retired for sinking fund
purposes or paid at maturity prior to the date of execution hereof;
(10) $30,000,000 principal amount of First Mortgage Bonds, 5 7/8%
Series due 1996, which are described in the Tenth Supplemental Indenture
dated November 1, 1966, all of which have been retired for sinking fund
purposes or redeemed prior to the date of execution hereof;
(11) $40,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 1997, which are described in the Eleventh Supplemental
Indenture dated November 15, 1967, all of which have been retired for
sinking fund purposes or redeemed prior to the date of execution hereof;
(12) $35,000,000 principal amount of First Mortgage Bonds, 6 7/8%
Series due 1998, which are described in the Twelfth Supplemental
Indenture dated May 15, 1968, all of which have been retired for sinking
fund purposes or redeemed prior to the date of execution hereof;
(13) $40,000,000 principal amount of First Mortgage Bonds, 7 1/4%
Series due 1999, which are described in the Thirteenth Supplemental
Indenture dated May 15, 1969, all of which have been retired for sinking
fund purposes or redeemed prior to the date of execution hereof;
(14) $40,000,000 principal amount of First Mortgage Bonds, 8 3/8%
Series due November 1, 1999, which are described in the Fourteenth
Supplemental Indenture dated November 1, 1969, all of which have been
retired for sinking fund purposes or redeemed prior to the date of
execution hereof;
(15) $60,000,000 principal amount of First Mortgage Bonds, 8 3/4%
Series due July 15, 2006, which are described in the Fifteenth
Supplemental Indenture dated July 15, 1976, all of which have been
retired for sinking fund purposes or redeemed prior to the date of
execution hereof;
(16) $25,000,000 principal amount of First Mortgage Bonds, 6.10%
Serial Series 1978A, which are described in the Seventeenth Supplemental
Indenture dated May 1, 1978, all of which have been redeemed prior to
the date of execution hereof;
<PAGE> 6
- 3 -
(17) $1,000,000 principal amount of First Mortgage Bonds, 6.25%
Serial Series 1978B, which are described in the Seventeenth Supplemental
Indenture dated May 1, 1978, all of which have been redeemed prior to
the date of execution hereof;
(18) $80,000,000 principal amount of First Mortgage Bonds, 8 7/8%
Series due May 15, 2008, which are described in the Eighteenth
Supplemental Indenture dated May 15, 1978, all of which have been
retired for sinking fund purposes or redeemed prior to the date of
execution hereof;
(19) $12,000,000 principal amount of First Mortgage Bonds, 6.45%
Series 1979A, which are described in the Nineteenth Supplemental
Indenture dated August 1, 1979, all of which have been redeemed prior to
the date of execution hereof;
(20) $4,000,000 principal amount of First Mortgage Bonds, 6.45%
Series 1979B, which are described in the Nineteenth Supplemental
Indenture dated August 1, 1979, all of which have been redeemed prior to
the date of execution hereof;
(21) $10,000,000 principal amount of First Mortgage Bonds, 6.50%
Serial Series 1979C, which are described in the Nineteenth Supplemental
Indenture dated August 1, 1979, all of which have been redeemed prior to
the date of execution hereof;
(22) $50,000,000 principal amount of First Mortgage Bonds, 10.2%
Series due November 15, 1982, which are described in the Twentieth
Supplemental Indenture dated November 15, 1979, all of which have been
paid at maturity prior to the date of execution hereof;
(23) $70,000,000 principal amount of First Mortgage Bonds, 11.40%
Series due April 15, 1987, which are described in the Twenty-First
Supplemental Indenture dated April 15, 1980, all of which have been
retired for sinking fund purposes or redeemed prior to the date of
execution hereof;
(24) $80,000,000 principal amount of First Mortgage Bonds, 13
3/4% Series due December 1, 1986, which are described in the Twenty-
Second Supplemental Indenture dated December 1, 1980, all of which have
been retired for sinking fund purposes or paid at maturity prior to the
date of execution hereof;
(25) $100,000,000 principal amount of First Mortgage Bonds, 11
1/2% Series due September 15, 2015, which are described in the Twenty-
Third Supplemental Indenture dated September 15, 1985, all of which have
been retired for sinking fund purposes or redeemed prior to the date of
execution hereof;
(26) $29,000,000 principal amount of First Mortgage Bonds, 9 3/4%
Series 1985A due September 15, 2015, which are described in the Twenty-
Fourth Supplemental Indenture dated September 15, 1985, all of which
have been redeemed prior to the date of execution hereof;
(27) $10,000,000 principal amount of First Mortgage Bonds, 9 3/4%
Series 1985B due September 15, 2015, which are described in the Twenty-
Fourth Supplemental Indenture dated September 15, 1985, all of which
have been redeemed prior to the date of execution hereof;
<PAGE> 7
- 4 -
(28) $7,350,000 principal amount of First Mortgage Bonds, 9 3/4%
Series 1985C due September 15, 2015, which are described in the Twenty-
Fourth Supplemental Indenture dated September 15, 1985, all of which
have been redeemed prior to the date of execution hereof;
(29) $100,000,000 principal amount of First Mortgage Bonds, 8
1/2% Series due December 15, 2016, which are described in the Twenty-
Fifth Supplemental Indenture dated December 15, 1986, all of which have
been redeemed prior to the date of execution hereof;
(30) $100,000,000 principal amount of First Mortgage Bonds, 9
5/8% Series due January 15, 2018, which are described in the Twenty-
Sixth Supplemental Indenture dated January 15, 1988, all of which have
been redeemed prior to the date of execution hereof;
(31) $100,000,000 principal amount of First Mortgage Bonds, 9.85%
Series due April 15, 2023, which are described in the Twenty-Seventh
Supplemental Indenture dated April 15, 1988, all of which have been
redeemed prior to the date of execution hereof;
(32) $60,000,000 principal amount of First Mortgage Bonds, 9 1/8%
Series due September 1, 2024, which are described in the Twenty-Eighth
Supplemental Indenture dated September 1, 1989, of which $3,443,000
principal amount remain outstanding at the date of execution hereof;
(33) $9,000,000 principal amount of First Mortgage Bonds, 6.85%
Series 1991 due October 1, 2021, which are described in the Twenty-Ninth
Supplemental Indenture dated October 1, 1991, all of which remain
outstanding at the date of execution hereof;
(34) $100,000,000 principal amount of First Mortgage Bonds, 8
3/8% Series due December 1, 2026, which are described in the Thirtieth
Supplemental Indenture dated December 1, 1991, all of which remain
outstanding at the date of execution hereof;
(35) $51,000,000 principal amount of First Mortgage Bonds, 6 5/8%
Series due August 1, 1999, which are described in the Thirty-First
Supplemental Indenture dated August 1, 1992, all of which remain
outstanding at the date of execution hereof;
(36) $140,000,000 principal amount of First Mortgage Bonds, 7
1/4% Series due August 1, 2004, which are described in the Thirty-Second
Supplemental Indenture dated August 1, 1992, all of which remain
outstanding at the date of execution hereof;
(37) $130,000,000 principal amount of First Mortgage Bonds, 5
7/8% Series due October 1, 1997, which are described in the Thirty-Third
Supplemental Indenture dated October 1, 1992, all of which remain
outstanding at the date of execution hereof;
(38) $40,000,000 principal amount of First Mortgage Bonds, 6 1/2%
Series due October 1, 1999, which are described in the Thirty-Third
Supplemental Indenture dated October 1, 1992, all of which remain
outstanding at the date of execution hereof;
(39) $200,000,000 principal amount of First Mortgage Bonds, 7.70%
Series due December 15, 2027, which are described in the Thirty-Fifth
Supplemental Indenture dated December 15, 1992, all of which remain
outstanding at the date of execution hereof;
<PAGE> 8
- 5 -
(40) $100,000,000 principal amount of First Mortgage Bonds, 7
3/4% Series due January 15, 2023, which are described in the Thirty-
Sixth Supplemental Indenture dated January 15, 1993, all of which remain
outstanding at the date of execution hereof;
(41) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2%
Series due March 15, 1996, which are described in the Thirty-Seventh
Supplemental Indenture dated March 15, 1993, all of which remain
outstanding at the date of execution hereof;
(42) $100,000,000 principal amount of First Mortgage Bonds, 7
1/8% Series due March 15, 2016, which are described in the Thirty-
Seventh Supplemental Indenture dated March 15, 1993, all of which remain
outstanding at the date of execution hereof;
(43) $60,000,000 principal amount of First Mortgage Bonds, 7.05%
Series due August 1, 2024, which are described in the Thirty-Eighth
Supplemental Indenture dated August 1, 1993, all of which remain
outstanding at the date of execution hereof;
(44) $60,000,000 principal amount of First Mortgage Bonds, 5 1/8%
Series due September 15, 1998, which are described in the Thirty-Ninth
Supplemental Indenture dated September 15, 1993, all of which remain
outstanding at the date of execution hereof;
and
WHEREAS, the Original Indenture provides, in Section 1 of Article XIV
thereof, that the Company, when authorized by resolution of its Board of
Directors, and the Trustee may enter into indentures supplemental to the
Original Indenture to convey, transfer and assign to the Trustee, and to
subject to the lien of the Original Indenture, with the same force and effect
as though included in the granting clauses of the Original Indenture,
additional properties acquired by the Company through merger; and to add, to
the covenants and agreements of the Company contained in the Original
Indenture, other covenants and agreements thereafter to be observed; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original
Indenture and 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 purposes herein provided;
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 INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of the mutual
covenants herein contained and of the acceptance of this trust by the Trustee
and of the sum of One Dollar duly paid by the Trustee to the Company at or
before the time of the execution of this Supplemental Indenture, and of other
valuable considerations, the receipt whereof is hereby acknowledged, and in
order further to secure the payment of the principal of and interest (and
premium, if any) on all Bonds at any time issued and outstanding under the
<PAGE> 9
- 6 -
Original Indenture and all indentures supplemental thereto, according to their
tenor, purport and effect, the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, warranted, aliened,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set
over, ratified and confirmed and by these presents does grant, bargain, sell,
warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge,
set over, ratify and confirm unto Firstar Trust Company, as Trustee, and to
its successors in trust under the Indenture forever, all and singular the
properties described in Schedule A to this Supplemental Indenture (in addition
to all other properties heretofore specifically subjected to the lien of the
Indenture and not heretofore released from the lien thereof);
TO HAVE AND TO HOLD all said properties, real, personal and mixed,
mortgaged, pledged and conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, to the exceptions and reservations and matters herein
and in Schedule A hereto recited (including, without limitation, the prior
lien of the Mortgage and Deed of Trust dated June 1, 1950, as amended and
supplemented, referred to in Part II of such Schedule A, insofar as concerns
the properties specifically described in such Part II as subject to such prior
lien and any other properties subject thereto), to existing leases other than
leases which by their terms are subordinate to the lien of the Indenture, to
existing liens upon rights-of-way for transmission or distribution line
purposes, as defined in Article I of the Original Indenture, and any
extensions thereof, and subject to existing easements for streets, alleys,
highways, rights-of-way and railroad purposes over, upon and across certain of
the property described in Schedule A to this Supplemental Indenture, and
subject also to all the terms, conditions, agreements, covenants, exceptions
and reservations, expressed or provided in the deeds or other instruments,
respectively, under and by virtue of which the Company acquired the properties
described in Schedule A to this Supplemental Indenture, and to undetermined
liens and charges, if any, incidental to construction or other existing
permitted liens as defined in Article I of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original
Indenture and the indentures supplemental thereto, including this Supplemental
Indenture, set forth, for the equal and proportionate benefit and security of
all present and future holders of the Bonds issued and to be issued
thereunder, or any of them, without preference of any of said Bonds of any
particular series over the Bonds of any other series, by reason of priority in
the time of the issue, sale or negotiation thereof, or by reason of the
purpose of issue or otherwise howsoever, except as otherwise provided in
Section 2 of Article IV of the Original Indenture.
PROVIDED, HOWEVER, and these presents are upon the condition that, if
the Company, its successors or assigns, shall pay or cause to be paid unto the
holders of the Bonds the principal and interest (and premium, if any) to
become due in respect thereof at the times and in the manner stipulated
therein and in the Indenture, and shall keep, perform and observe all and
singular the covenants and promises in the Bonds and in the Indenture
expressed as to be kept, performed and observed by or on the part of the
Company, then this Supplemental Indenture and the estate and rights hereby
granted shall cease, determine and be void, otherwise to remain in full force
and effect;
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, for the benefit of those who shall hold the Bonds, or any of
them, to be issued under the Indenture, as follows:
<PAGE> 10
- 7 -
ARTICLE I.
COVENANT OF TITLE.
The Company hereby covenants, warrants and agrees that it is lawfully
seized and possessed of all of the mortgaged property described in Schedule A
to this Supplemental Indenture; that it has good right and lawful authority to
mortgage the same as provided in this Supplemental Indenture; and that such
mortgaged property is free and clear of any deed of trust, mortgage, lien,
charge or encumbrance thereon or affecting the title thereto prior to the
Indenture, except as set forth in the granting clauses of the Indenture or
this Supplemental Indenture.
ARTICLE II.
EFFECT OF TRUST INDENTURE REFORM ACT OF 1990.
The Trust Indenture Reform Act of 1990 has, by operation of law,
effective November 15, 1990, amended the Original Indenture to conform to the
provisions of Sections 310 through 317 of the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, in accordance with Section
318(c) of the Trust Indenture Act of 1939 added by the Trust Indenture Reform
Act of 1990. The text of the Original Indenture has not been physically
changed to reflect such amendment.
ARTICLE III.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and provided, and
agrees to perform the same upon the terms and conditions in the Original
Indenture and in this Supplemental Indenture set forth, and upon the following
terms and conditions.
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 the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely.
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
Schedule B to this Supplemental Indenture sets forth certain information
relating to the recording of copies of the Original Indenture and all
indentures supplemental thereto prior to this Supplemental Indenture in
counties in the State of Wisconsin in which are located properties acquired by
the Company from Wisconsin Natural Gas Company in the merger effective on
January 1, 1996 referred to in Part II of Schedule A to this Supplemental
Indenture.
All terms contained in this Supplemental Indenture and not defined
herein shall, for all purposes hereof, 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
the Company and by the Trustee is as indicated by their respective
acknowledgements hereto annexed, the granting clause and the covenant of title
of the Company herein, and Schedule A hereto, shall become effective at 12:01
a.m., Central Standard Time, on and as of January 1, 1996.
<PAGE> 11
- 8 -
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.
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, in evidence of its
acceptance of the trusts hereby created, 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/ C. H. Baker
-----------------------------------
C. H. Baker
Vice President
(CORPORATE SEAL)
Attested:
/s/ Thomas H. Fehring
- ------------------------------
Thomas H. Fehring
Assistant Secretary
Signed, sealed and delivered by
WISCONSIN ELECTRIC POWER
COMPANY in the presence of:
/s/ A. L. Bachman
- ------------------------------
A. L. Bachman
/s/ T. J. Conlin
- ------------------------------
T. J. Conlin
As Witnesses
<PAGE> 12
- 9 -
FIRSTAR TRUST COMPANY
By /s/ Gene E. Ploeger
--------------------------------
Gene E. Ploeger
Assistant Vice President
(CORPORATE SEAL)
Attested:
/s/ Amy E. Nolde
- ------------------------------
Amy E. Nolde
Assistant Secretary
Signed, sealed and delivered by
FIRSTAR TRUST COMPANY
in the presence of:
/s/ Peter Brennan
- ------------------------------
Peter Brennan
/s/ D. J. Mayer
- ------------------------------
D. J. Mayer
As Witnesses
<PAGE> 13
- 10 -
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared C. H.
BAKER and THOMAS H. FEHRING, to me personally known, who, being by me
severally duly sworn, did say: that C. H. BAKER is a Vice President and THOMAS
H. FEHRING 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 C. H. BAKER
and THOMAS H. FEHRING severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Karen G. Paul
- -----------------------------------------
Karen G. Paul
Notary Public
State of Wisconsin
My Commission expires October 12, 1997
[Seal of Notary Public]
<PAGE> 14
- 11 -
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared GENE
E. PLOEGER and AMY E. NOLDE, to me personally known, who, being by me
severally duly sworn, did say: that GENE E. PLOEGER is an Assistant Vice
President and AMY E. NOLDE 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 GENE E.
PLOEGER and AMY E. NOLDE severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Janice S. Grezinski
- ---------------------------------------
Janice S. Grezinski
Notary Public
State of Wisconsin
My Commission expires February 2, 1997
[Seal of Notary Public]
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
C. H. Baker, being duly sworn, says: that he is a Vice President of
WISCONSIN ELECTRIC POWER COMPANY, the Mortgagor named in the foregoing
instrument; that he has knowledge of the facts with regard to the making of
said instrument and of the consideration therefor; that the consideration for
said instrument was and is actual and adequate; and that the same was given in
good faith for the purpose in such instrument set forth, namely, to
specifically subject to the lien of the Indenture certain property which the
Company has acquired and/or with respect to which the Company has perfected
its title since September 15, 1993 and which has not previously been
specifically subjected to the lien of the Indenture.
/s/ C. H. Baker
---------------------------
C. H. Baker
Sworn to before me this
22nd day of December, 1995.
/s/ Karen G. Paul
- -----------------------------------------
Karen G. Paul
Notary Public
State of Wisconsin
My Commission expires October 12, 1997
[Seal of Notary Public]
This instrument was drafted by James D. Zakrajsheck and Bruce C. Davidson
on behalf of Wisconsin Electric Power Company.
<PAGE> 15
- 12 -
SCHEDULE A
DESCRIPTION OF PROPERTIES.
PART I--Properties acquired or constructed by Wisconsin Electric Power
Company, other than those referred to in Part II below.
PARCELS OF REAL ESTATE
WISCONSIN
The following described parcels of real estate, all of which are located
in the State of Wisconsin in the respective counties hereinafter specified:
CALUMET COUNTY
1. St. Anna Substation Site
Parcel 1 of Certified Survey Map No. 1667 as recorded in the office of
the Register of Deeds for Calumet County, Wisconsin on October 11,
1993, in Volume 11 on Page 289 as Document No. 233905. Being a part of
the Northwest 1/4 of the Northwest 1/4 of Section 34, Township 17 North,
Range 20 East, in the Town of New Holstein, Calumet County, Wisconsin.
Part of Tax Key No. 012-34-172022.
DANE COUNTY
1. Boxelder Substation Site
Part of the Northeast 1/4 of the Northeast 1/4 of Section 23, and part
of the Southeast 1/4 of the Southeast 1/4 and the Northeast 1/4 of the
Southeast 1/4 of Section 14, Township 8 North, Range 12 East, Town of
Medina, Dane County, Wisconsin, more particularly described as follows:
Beginning at the Southeast corner of said Section 14; thence North 88
degrees 57 minutes 17 seconds West along the South line of the said
Southeast 1/4 of Section 14, 301.73 feet to the centerline of Cherry
Lane; thence along said centerline South 21 degrees 33 minutes 10
seconds West, 508.72 feet to the centerline of Box Elder Road; thence
along said centerline of Box Elder Road North 69 degrees 47 minutes 57
seconds West, 128.68 feet to an Easterly line of Lot 1, Certified Survey
Map No. 5567; thence along said Easterly line of Certified Survey Map
No. 5567, North 14 degrees 50 minutes 06 seconds East 406.73 feet;
thence North 84 degrees 00 minutes 01 seconds West, 79.88 feet along
said Certified Survey Map No. 5567 (previously recorded as North 84
degrees 01 minutes 08 seconds West, 79.79 feet); thence North 14 degrees
38 minutes 47 seconds East, 771.23 feet along said Certified Survey Map
No. 5567, (previously recorded as North 14 degrees 37 minutes 57 seconds
East, 771.20 feet); thence North 11 degrees 09 minutes 59 seconds East,
115.75 feet along said Certified Survey Map No. 5567; thence North 08
degrees 30 minutes 03 seconds East, 351.23 feet along said Certified
Survey Map No. 5567 to a Northeasterly corner of said Lot 1; thence
North 10 degrees 38 minutes 53 seconds East, 142.77 feet; thence North
08 degrees 30 minutes 19 seconds East, 294.71 feet to a point on a
curve; thence along a curve to the left having a radius of 853.22 feet
and a long chord bearing and distance of South 74 degrees 22 minutes 13
seconds West, 537.62 feet to the end of said curve; thence North 45
degrees 31 minutes 47 seconds West, 504.47 feet; thence South 87 degrees
37 minutes 27 seconds West along the centerline of a drainage ditch,
102.16 feet to a point on the West line of said Northeast 1/4 of the
<PAGE> 16
- 13 -
Southeast 1/4 of Section 14; thence along said West line of said
Northeast 1/4 of the Southeast 1/4 North 03 degrees 31 minutes 30
seconds East 843.62 feet to the Northwest corner of said Northeast 1/4
of the Southeast 1/4; thence along the North line of said Northeast 1/4
of the Southeast 1/4, South 89 degrees 12 minutes 18 seconds East,
1325.38 feet to the East 1/4 corner of said Section 14; thence along the
East line of the Southeast 1/4 of said Section 14, South 03 degrees 17
minutes 19 seconds West, 2649.49 feet to the Southeast corner of said
Section 14 and the point of beginning.
Subject to public road right-of-way across the Southerly and Easterly
portion thereof.
MARINETTE COUNTY
Chalk Hill Dam Project
1. Town of Amberg
That part of the Northwest quarter of the Northwest quarter (NW 1/4 of
the NW 1/4) of Section Eighteen (18), Township Thirty-five (35) North,
Range Twenty-two (22) East, more particularly described as follows:
Beginning 139 feet West of the Southeast corner of said forty; thence
West, parallel to the South line of said forty, a distance of 110 feet;
thence North, parallel to the West line of said forty, a distance of 90
feet; thence East, parallel to the North line of said forty, a distance
of 110 feet; thence South, parallel to the East line of said forty, a
distance of 90 feet to the point of beginning of this legal
description.
2. Town of Amberg
That part of the Northwest quarter of the Northwest quarter (NW 1/4 of
the NW 1/4) of Section Eighteen (18), Township Thirty-five (35) North,
Range Twenty-two (22) East, and more particularly described as follows:
Starting on the east line of said forty at a point, which is 160 feet
north of the southeast corner post; thence west, parallel to the south
line of said forty, a distance of 125 feet; thence north, parallel to
the east line of said forty, a distance of 80 feet; thence east,
parallel to the north line of said forty, a distance of 125 feet, to the
east line of said forty; thence south, along the east line thereof 80
feet to the place of beginning. Tax Parcel No. 002-01766.000.
<PAGE> 17
- 14 -
3. Town of Amberg
That part of the Northwest quarter of the Northwest quarter (NW 1/4 of
the NW 1/4) of Section Eighteen (18), Township Thirty-five (35) North,
Range Twenty-two (22) East, being more particularly described as
follows:
Commencing at the southeast corner of the above Forty acre tract; thence
Westerly along the South boundary line thereof a distance of 249 feet to
the point of beginning; thence Northerly and parallel to the East
boundary line of said tract a distance of 130 feet; thence Westerly and
parallel to the South line of said tract a distance of 70 feet; thence
South a distance of 130 feet to the South boundary line of said tract;
thence Easterly along said line a distance of 70 feet to the point of
beginning; together with a right-of-way easement for ingress and egress
14 feet in width extending from the North line of the tract conveyed
Westerly to a private road connecting with County Trunk Highway "K".
4. Town of Amberg
That part of the Northwest 1/4 of the Northwest 1/4 of Section 18,
Township 35 North, Range 22 East, and more particularly described as
follows:
Starting on the east line of said forty at a point which is 320 feet
north of the southeast corner of said post; then west, parallel to the
south line of said forty a distance of 125 feet; thence north, parallel
to the east line of said forty, a distance of 80 feet; thence east,
parallel to the north line of said forty a distance of 125 feet to the
east line of said forty; thence south along the east line a distance of
80 feet to the place of beginning.
5. Town of Amberg
That part of the Northwest Quarter of the Northwest Quarter (NW 1/4 of
the NW 1/4) of Section 18, Township 35 North, Range 22 East, being
described as follows:
Starting on the east line of said forty at a point which is 240 feet
north of the southeast corner post, thence west, parallel to the south
line of said forty, a distance of 125 feet; thence north, parallel to
the east line of said forty, a distance of 80 feet; thence east,
parallel to the north line of said forty, a distance of 125 feet to the
east line of said forty; thence south, along the east line a distance of
80 feet to the place of beginning of said legal description of the
subject property, together with ingress and egress and subject to
restrictions, all as contained in a Deed recorded in Volume 235 of Deeds
on page 1, in the Office of the Register of Deeds for Marinette County.
6. Town of Amberg
That part of the Northwest Quarter of the Northwest Quarter (NW 1/4 of
the NW 1/4) of Section Eighteen (18), Township Thirty-Five (35) North,
Range Twenty-Two (22) East, and more particularly described as follows:
<PAGE> 18
- 15 -
Starting at the Southeast corner post of the forty; thence West on the
South line of said forty, a distance of 125 feet; thence North, parallel
to the East line of said forty, a distance of 160 feet; thence East,
parallel to the South line of said forty, a distance of 125 feet to the
East line of said forty; thence south, along said East line, a distance
of 160 feet to the place of beginning of said legal description. Tax
Parcel No. 2-01754.000.
MILWAUKEE COUNTY
1. Part of Glendale Substation Site
That part of the Northwest 1/4 of Section 32, Township 8 North, Range 22
East, described as follows: From a point in the north line of the
Northwest 1/4 which is 788.30 feet South 89 degrees 34' 10" West of the
northeast corner of the Northwest 1/4; proceed South 0 degrees 25' 50"
East 90 feet to the point of beginning; then South 55 degrees 49' 58"
East 52.76 feet; then South 2 degrees 33' 57" West 133.38 feet along the
west line of I-43; then North 17 degrees 58' 20" West 171.12 feet; then
North 89 degrees 34' 10" East 15.12 feet to the point of beginning.
Containing 4,230 square feet of land.
OUTAGAMIE COUNTY
1. Hortonia Substation Site
Lot 1 of Certified Survey Map No. 1674 filed in the office of the
Register of Deeds for Outagamie County, Wisconsin, in Volume 9 of
Certified Survey Maps, on Page 1674, as Document No. 1087968, being a
part of the Northwest 1/4 of the Northwest 1/4 of Section 35, Township
22 North, Range 15 East, Town of Hortonia, Outagamie County, Wisconsin.
RACINE COUNTY
1. Ash Disposal Area
The North 15 acres of the Southeast fractional 1/4 of Section 6,
Township 4 North, Range 23 East. Said land being in the Town of
Caledonia, County of Racine, State of Wisconsin.
Tax Key: 51-004-04-23-06-009-000
That part of the fractional Southeast 1/4 of Section 6, Township 4
North, Range 23 East of the Fourth Principal Meridian described as
follows: Beginning at a point on the North and South 1/4 line of
Section 6, Township 4 North, Range 23 East, of the Fourth Principal
Meridian and 794.6 feet North measured along said North and South 1/4
line of said Section 6 from the South 1/4 corner of said Section 6;
thence North along the North and South 1/4 line of said Section 6,
1116.9 feet; thence East parallel to the South line of said Section 6,
1112 feet to the shore line of Lake Michigan; thence Southeasterly along
said shore line, 1289 feet more or less to the intersection of said
shore line and a line parallel to the South line of said Section 6 and
794.6 feet North therefrom measured along the North and South 1/4 line
of said Section 6; thence Westerly parallel to the South line of said
Section 6, 1784 feet more or less, to the place of beginning. Said land
being in the Town of Caledonia, County of Racine, State of Wisconsin.
Tax Key: 51-004-04-23-06-008-000
<PAGE> 19
- 16 -
That part of Section 6, Township 4 North, Range 23 East of the Fourth
Principal Meridian, bounded and described as follows: Beginning at the
South 1/4 corner of said Section 6; thence North along the North and
South 1/4 line of said Section, 794.6 feet; thence Easterly parallel to
the South line of said Section, 1784 feet more or less, to the shore
line of Lake Michigan; thence Southeasterly along said shore line, 935
feet more or less, to the intersection of said shore line and the South
line of said Section 6; thence Westerly along the South line of said
Section 2240 feet more or less, to the place of beginning. Said land
being in the Town of Caledonia, County of Racine, State of Wisconsin.
Tax Key: 51-004-04-23-06-007-000
2. Ash Disposal Area
That part of the Southeast 1/4 of Section 1, Township 4 North, Range 22
East, in the Town of Caledonia, Racine County, Wisconsin, bounded as
follows: Commencing at the southeast corner of said Section 1; running
thence North 88 degrees 40 minutes 57 seconds West, 752.27 feet on the
south line of said section; thence North 01 degree 19 minutes 03 seconds
East, 215.00 feet; thence North 88 degrees 40 minutes 57 seconds West,
200.02 feet; thence North 01 degrees 19 minutes 03 seconds East, 63.00
feet to a 3/4 inch diameter re-bar stake marking the point of beginning
of this description; running thence North 88 degrees 40 minutes 57
seconds West, 260.24 feet to a 3/4 inch diameter re-bar stake on the
easterly line of S.T.H. "32"; continuing thence North 88 degrees 40
minutes 57 seconds West, 37.04 feet to the centerline of said S.T.H.
"32" and a point on a curve of southwesterly convexity whose radius is
5730.45 feet and whose chord bears North 24 degrees 55 minutes 58
seconds West, 134.51 feet; thence northwesterly on the arc of said curve
and the centerline of S.T.H. "32", 134.51 feet; thence North 24 degrees
15 minutes 37 seconds West, 102.40 feet on said centerline; thence South
88 degrees 40 minutes 57 seconds East, 36.59 feet to a 3/4 inch diameter
iron pipe stake on the easterly line of S.T.H. "32", continuing thence
South 88 degrees 40 minutes 57 seconds East, 364.40 feet to a 3/4 inch
diameter iron pipe stake; thence South 01 degree 19 minutes 03 seconds
West, 213.00 feet to the point of beginning; containing 1.710 acres.
Excepting therefrom the rights of the public in and to S.T.H. "32". Tax
Key No. 004-04-22-01-0530010.
3. Caledonia Ash Landfill Addition
That part of the Northeast 1/4 of Section 12, Township 4 North, Range 22
East, described as follows: Begin at a point on the East line of said
Section 12, located 144.6 feet South of the Northeast corner of said
Section 12; run thence West Parallel to the North line of said Section
12, 226.52 feet; thence South parallel to the East line of said Section
12, 624.6 feet; thence East parallel to the North line 226.52 feet to
the East line of Section 12; thence North along said East line 624.6
feet to the point of beginning. Containing 3.20 acres. Excepting the
East 33 feet thereof reserved for highway purposes.
That part of the Northwest 1/4 of Section 7, Township 4 North, Range 23
East, described as follows: Begin at the Northwest corner of the
Northwest 1/4 of said Section 7; run thence South along the West line of
the Northwest 1/4 769.2 feet; thence East parallel to the North line of
the Northwest 1/4, 750.78 feet to the Westerly line of the Chicago and
Northwestern Railway right-of-way; thence Northwesterly along the
Westerly line of said right-of-way, 802 feet to the North line of said
Section 7; thence West along the North line of said Northwest 1/4,
<PAGE> 20
- 17 -
469.66 feet to the Northwest corner of said Section 7 and the point of
beginning of this description. Containing 10.51 acres, more or less.
Excepting therefrom the west 33 feet and the North 33 feet thereof
reserved for highway purposes.
WAUKESHA COUNTY
1. Elm Grove Distribution Center Addition
All that part of a 20.00 foot alley located in Block 2 of Columbia
Gardens Subdivision, a subdivision of record, that portion lying between
Nelson Avenue and President Avenue, located in the Southeast 1/4 of
Section 25, T7N, R20E, in the City of Brookfield, Waukesha County,
Wisconsin, described as follows: The West 10.00 feet of the 20.00 foot
public alley abutting lots 10, 11 & 12 of Block 2 of said subdivision.
The City of Brookfield by deeding the aforesaid parcel, hereby retains
the easement rights for any existing underground utilities and drainage
ways, including the rights of access thereto.
WAUPACA COUNTY
1. Transmission Line Land
A parcel of land being part of the Northeast 1/4 of the Northwest 1/4
and part of the Northwest 1/4 of the Northeast 1/4 of Section 4, Town 21
North, Range 13 East, City of Weyauwega, Waupaca County, Wisconsin
containing 1.727 acres of land and described as: Beginning at the North
1/4 Corner of Section 4; thence South 88 degrees 16' 38" West 659.26
feet along the North line of the Northwest 1/4 of Section 4 to the
centerline of STH "110"; thence South 01 degree 37' 00" East 80.11 feet
along said Centerline to the North right-of-way line of the Soo Line
Railroad; thence North 88 degrees 07' 40" East 302.14 feet along said
North right-of-way line; thence 498.98 feet along said North Right-of-
Way line on the arc of a 5679.65 foot radius curve to the left having a
long chord of North 85 degrees 36' 40" East 498.81 feet; thence North 83
degrees 05' 39" East 424.03 feet along said North right-of-way line;
thence North 01 degree 42' 42" West 17.70 feet to the North line of the
Northeast 1/4 of Section 4; thence South 88 degrees 17' 18" West 563.30
feet along said North line to the Point of Beginning. Reserving that
part presently used for road purposes.
MICHIGAN
The following described parcels of real estate, all of which are located
in the State of Michigan in the respective counties hereinafter
specified:
MARQUETTE COUNTY
1. Transmission Line Land
Parcel 1: That certain piece or parcel of land situate and being in the
Township of Marquette, County of Marquette and State of Michigan, and
described as follows: Section 18, Township 48 North, Range 25 West, all
that part of the Northwest Quarter of Southeast Quarter (NW 1/4 of SE
1/4): Beginning at a point 528 feet West of the Northeast corner of
said subdivision; thence South 17 degrees 05' East 610 feet; thence
South 54 degrees 30' West 1221 feet to West line of said subdivision;
<PAGE> 21
- 18 -
thence South 35 feet to Southwest corner of said subdivision; thence
East on the South line to the Southeast corner; thence North to the
Northeast corner; thence West 528 feet to point of beginning.
Parcel 2: All that part of the West Half of the Northeast Quarter (W
1/2 of NE 1/4) beginning at a point on the North line 1770.4 feet West
of the Northeast corner, thence South 663 feet, thence South 22 degrees
East 350 feet, thence South 9 degrees East 200 feet, thence South 31
degrees East 600 feet, thence South 27 degrees West 200 feet, thence
South 78 degrees West 500 feet, thence South 31 degrees West 250 feet,
thence South 17 degrees 5' East 478 feet to the South line of the
Southwest Quarter of the Northeast Quarter (SW 1/4 of NE 1/4), thence
along said line 528 feet East, thence North to North line of said
section, thence West along said line 460 feet to place of beginning,
consisting of 27 acres, more or less, situated in Section 18, Township
48 North, Range 25 West, Township of Marquette, County of Marquette and
State of Michigan.
Together with a 20 foot wide easement for ingress and egress over an
existing gravel road across the Southwest Quarter of Southeast Quarter
(SW 1/4 of SE 1/4) and the Southwest Quarter of Southeast Quarter (SW
1/4 of SE 1/4) of Section 18, Township 48 North, Range 25 West,
Marquette Township, Marquette County, Michigan, said road commencing at
its point of intersection with County Road HI and continuing through the
Northwest Quarter of the Northwest Quarter (NW 1/4 of NW 1/4) of Section
18, Township 48 North, Range 25 West.
Together with those easement rights for ingress and egress set forth in
the Easement Agreement dated the 17th day of May, 1989, and recorded in
the office of the Marquette County, Michigan Register of Deeds on the
19th day of May, 1989, in Liber 126 of Miscellaneous Records, Page 265,
which is described as follows, to-wit: A 20 foot wide easement for
ingress and egress over an existing gravel road extending Northerly from
Brickyard Road across the Southeast Quarter of the Southeast Quarter (SE
1/4 of SE 1/4) of Section 18, Township 48 North, Range 25 West,
Marquette Township, Marquette County, Michigan.
2. Transmission Line Land
One (1) square acre in the southwest corner of the Northeast 1/4 of the
Southeast 1/4 of Section 18, Township 48 North, Range 25 West, in the
Township of Marquette, County of Marquette, and State of Michigan,
saving, excepting and reserving an easement for roadway purposes over
the south 33 feet thereof and over the west 33 feet thereof.
PART II--Properties acquired by Wisconsin Electric Power Company in the
merger of Wisconsin Natural Gas Company into it effective on January 1, 1996.
All of the properties specifically described in the granting clauses of
the Mortgage and Deed of Trust dated June 1, 1950, between Wisconsin Natural
Gas Company and Firstar Trust Company (formerly First Wisconsin Trust
Company), Trustee, and of the Supplemental Indentures thereto listed below:
Provided, however, that there are excluded from the such properties:
(a) The properties described in the release documents listed
below; and
<PAGE> 22
- 19 -
(b) Any other properties which have been abandoned, sold or
otherwise disposed of by Wisconsin Natural Gas Company, as permitted in
Article VII of such Mortgage and Deed of Trust dated June 1, 1950, as
amended and supplemented;
and
Provided, further, that all such properties, not so excluded, are
subject to the prior lien of such Mortgage and Deed of Trust dated June 1,
1950, as amended and supplemented (as well as to the other matters set forth
or referred to in the granting clauses referred to above in this Part II and
in the granting clauses of the Supplemental Indenture to which this Schedule A
is attached).
The Mortgage and Deed of Trust dated June 1, 1950 referred to above in
this Part II, and the Supplemental Indentures thereto referred to above in
this Part II as listed herein (and which are so listed as follows), were
recorded in the following counties, all in the State of Wisconsin:
Mortgage and Deed of Trust dated June 1, 1950:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 606 139907
Crawford November 16, 1993 10:40 a.m. V540 113 343 241086
Dodge June 9, 1950 2:00 p.m. 249 18 417567
Jefferson June 9, 1950 1:30 p.m. 226 449 444623
Kenosha June 9, 1950 1:16 p.m. 299 1 117 321629
Milwaukee June 9, 1950 11:10 a.m. 2795 189 2944897
Outagamie July 1, 1976 8:30 a.m. 1018 487 712206
Racine June 9, 1950 1:01 p.m. 479 277 392 560476
Rock October 6, 1955 10:50 a.m. 434 151 267 568952
Walworth June 9, 1950 1:06 p.m. 272 111 425735
Waukesha June 9, 1950 11:32 a.m. 350 72 338545
Winnebago July 1, 1976 8:30 a.m. none none 480001
First Supplemental Indenture dated June 1, 1950:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 723 139908
Crawford November 16, 1993 10:40 a.m. V540 344 381 241087
Dodge June 9, 1950 2:00 p.m. 249 134 417568
Jefferson June 9, 1950 1:30 p.m. 226 509 444624
Kenosha June 9, 1950 1:17 p.m. 299 118 138 321630
Milwaukee June 9, 1950 11:10 a.m. 2795 306 2944898
Outagamie July 1, 1976 8:30 a.m. 1019 one 712207
Racine June 9, 1950 1:02 p.m. 479 393 412 560477
Rock October 6, 1955 10:50 a.m. 434 268 288 568953
Walworth June 9, 1950 1:07 p.m. 272 229 425736
Waukesha June 9, 1950 11:34 a.m. 350 303 338546
Winnebago July 1, 1976 8:08 a.m. none none 480002
<PAGE> 23
- 20 -
Second Supplemental Indenture dated October 15, 1955:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 744 139909
Crawford November 16, 1993 10:40 a.m. V540 382 417 241088
Dodge October 26, 1955 1:30 p.m. 280 271 446964
Jefferson October 26, 1955 1:10 p.m. 254 102 508798
Kenosha October 26, 1955 12:45 p.m. 369 205 225 370,184
Milwaukee October 26, 1955 11:15 a.m. 3612 481 3440684
Outagamie July 1, 1976 8:30 a.m. 1019 41 712208
Racine October 26, 1955 1:00 p.m. 578 321 341 638913
Rock October 26, 1955 1:30 p.m. 435 299 319 569737
Walworth October 26, 1955 2:25 p.m. 334 395 416 475650
Waukesha October 26, 1955 2:00 p.m. 507 48 426704
Winnebago July 1, 1976 8:10 a.m. none none 480003
Third Supplemental Indenture dated September 1, 1957:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 765 139910
Crawford November 16, 1993 10:40 a.m. V541 1 34 241089
Dodge September 17, 1957 3:15 p.m. 292 291 457613
Jefferson September 17, 1957 2:20 p.m. 264 540 535172
Kenosha September 17, 1957 2:30 p.m. 465 151 169 387454
Milwaukee September 17, 1957 12:50 p.m. 3885 97 3608266
Outagamie July 1, 1976 8:30 a.m. 1019 81 712209
Racine September 17, 1957 1:50 p.m. 614 450 466 666545
Rock September 17, 1957 1:05 p.m. 470 414 432 591868
Walworth September 17, 1957 2:45 p.m. 356 351 370 493741
Waukesha September 17, 1957 1:30 p.m. 578 343 465885
Winnebago July 1, 1976 8:12 a.m. none none 480004
Fourth Supplemental Indenture dated October 15, 1961:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 784 139911
Crawford November 16, 1993 10:40 a.m. V541 35 69 241090
Dodge October 19, 1961 2:25 p.m. 318 340 481060
Jefferson October 19, 1961 1:20 p.m. 287 350 596513
Kenosha October 19, 1961 1:40 p.m. 592 182 200 432185
Milwaukee October 19, 1961 12:10 p.m. 4336 463 3911663
Outagamie July 1, 1976 8:30 a.m. 1019 115 712210
Racine October 19, 1961 1:05 p.m. 719 145 164 727844
Rock October 19, 1961 1:50 p.m. 28 307 325 640047
Walworth October 19, 1961 1:45 p.m. 405 418 437 533752
Waukesha October 19, 1961 1:15 p.m. 735 103 554194
Winnebago July 1, 1976 8:14 a.m. none none 480005
<PAGE> 24
- 21 -
Fifth Supplemental Indenture dated November 1, 1962:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 803 139912
Crawford November 16, 1993 10:40 a.m. V541 70 101 241091
Dodge November 1, 1962 3:20 p.m. 325 310 487875
Jefferson November 1, 1962 2:00 p.m. 293 72 611660
Kenosha November 1, 1962 2:50 p.m. 621 500 517 443732
Milwaukee November 1, 1962 1:35 p.m. 36 725 3985034
Outagamie July 1, 1976 8:30 a.m. 1019 151 712211
Racine November 1, 1962 2:15 p.m. 759 451 467 743444
Rock November 1, 1962 2:50 p.m. 64 16 33 652666
Walworth November 1, 1962 2:20 p.m. 418 37 56 543973
Waukesha November 1, 1962 1:20 p.m. 773 75 576483
Winnebago July 1, 1976 8:16 a.m. none none 480006
Sixth Supplemental Indenture dated October 1, 1965:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 149 821 139913
Crawford November 16, 1993 10:40 a.m. V541 102 139 241092
Dodge October 8, 1965 9:31 a.m. 349 374 508182
Jefferson October 8, 1965 10:00 a.m. 373 577 657572
Kenosha October 8, 1965 8:05 a.m. 713 235 255 479326
Milwaukee October 8, 1965 9:50 a.m. 273 1582 4212228
Outagamie July 1, 1976 8:30 a.m. 1019 185 712212
Racine October 8, 1965 8:00 a.m. 881 157 177 796009
Rock October 8, 1965 8:00 a.m. 184 118 138 694733
Walworth October 8, 1965 8:00 a.m. 456 573 593 574952
Waukesha October 8, 1965 8:00 a.m. 898 195 647220
Winnebago July 1, 1976 8:18 a.m. none none 480007
Seventh Supplemental Indenture dated September 15, 1967:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 150 1 139914
Crawford November 16, 1993 10:40 a.m. V541 140 176 241093
Dodge September 14, 1967 8:40 a.m. 365 64 522095
Jefferson September 14, 1967 9:00 a.m. 403 543 669743
Kenosha September 14, 1967 8:35 a.m. 760 415 434 497775
Milwaukee September 14, 1967 8:40 a.m. 379 1579 4343862
Outagamie July 1, 1976 8:30 a.m. 1019 225 712213
Racine September 14, 1967 8:15 a.m. 958 74 93 827939
Rock September 14, 1967 8:00 a.m. 259 504 523 721056
Walworth September 14, 1967 8:00 a.m. 480 453 473 595334
Waukesha September 14, 1967 8:00 a.m. 980 589 694685
Winnebago July 1, 1976 8:20 a.m. none none 480008
<PAGE> 25
- 22 -
Eighth Supplemental Indenture dated September 15, 1969:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976
Crawford November 16, 1993 10:40 a.m. V541 177 211 241094
Dodge September 12, 1969 10:09 a.m. 380 417 536602
Jefferson September 12, 1969 9:00 a.m. 433 413 682252
Kenosha September 12, 1969 9:40 a.m. 807 594 614 516490
Milwaukee September 12, 1969 9:25 a.m. 498 462 4486934
Outagamie July 1, 1976
Racine September 12, 1969 8:05 a.m. 1030 105 124 858915
Rock September 12, 1969 8:00 a.m. 335 605 623 747782
Walworth September 12, 1969 8:18 a.m. 16 53 87 617511
Waukesha September 12, 1969 8:36 a.m. 1065 150 747431
Winnebago July 1, 1976
Ninth Supplemental Indenture dated as of July 1, 1971:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 1, 1976 9:27 a.m. 150 21 139915
Crawford November 16, 1993 10:40 a.m. V541 212 244 241095
Dodge June 28, 1971 10:53 a.m. 393 270 549456
Jefferson June 28, 1971 10:40 a.m. 458 304 693033
Kenosha June 28, 1971 10:00 a.m. 850 356 387 533523
Milwaukee June 28, 1971 9:25 a.m. 594 734 4602025
Outagamie July 1, 1976 8:30 a.m. 1019 263 712214
Racine June 28, 1971 8:05 a.m. 1093 543 560 884733
Rock June 28, 1971 11:45 a.m. 396 283 300 769121
Walworth June 28, 1971 10:29 a.m. 49 627 659 637411
Waukesha June 28, 1971 9:02 a.m. 1129 267 789482
Winnebago July 1, 1976 8:22 a.m. none none 480009
Tenth Supplemental Indenture dated September 15, 1986:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet September 15, 1986 9:20 a.m. 840 14 185088
Crawford November 16, 1993 10:40 a.m. V541 245 284 241096
Dodge September 15, 1986 10:05 a.m. 624 644 691080
Jefferson September 15, 1986 11:00 a.m. 683 827 821095
Kenosha September 15, 1986 9:16 a.m. 1238 27 761936
Milwaukee September 15, 1986 9:30 a.m. 1957 367 5962595
Outagamie September 15, 1986 9:00 a.m. 6771 33 895758
6772 1
Racine September 15, 1986 8:25 a.m. 1820 798 1205712
Rock September 15, 1986 10:53 a.m. C272 453 1034563
Walworth September 15, 1986 9:41 a.m. 379 28 134689
Waukesha September 15, 1986 8:11 a.m. 806 564 1372020
Winnebago September 15, 1986 9:38 a.m. 661885
<PAGE> 26
- 23 -
Eleventh Supplemental Indenture dated January 15, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet January 23, 1992 8:08 a.m. J1827 1 38 216920
Crawford November 16, 1993 10:40 a.m. V541 285 322 241097
Dodge January 23, 1992 9:14 a.m. V730 49 86 752807
Jefferson January 23, 1992 10:00 a.m. V790 939 976 882467
Kenosha January 23, 1992 8:42 a.m. V1483 259 296 884263
Milwaukee January 23, 1992 9:45 a.m. 2699 264 301 6563356
Outagamie January 23, 1992 10:00 a.m. J11945 1 38 1025949
Racine January 23, 1992 8:05 a.m. V2118 416 453 1362178
Rock January 23, 1992 10:08 a.m. C518 349 386 1150801
Walworth January 23, 1992 8:53 a.m. V550 710 747 225596
Waukesha January 24, 1992 8:45 a.m. 1411 0053 0090 1700343
Winnebago January 23, 1992 8:46 a.m. - - - 785428
Twelfth Supplemental Indenture dated November 1, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 4, 1992 9:34 a.m. J2111 I30 I41 224444
Crawford November 16, 1993 10:40 a.m. V541 323 333 241098
Dodge November 4, 1992 12:58 p.m. V757 804 815 766586
Jefferson November 4, 1992 9:15 a.m. V820 571 581 896013
Kenosha November 4, 1992 9:04 a.m. V1548 367 378 910683
Milwaukee November 4, 1992 11:30 a.m. R2900 I1058 I1069 6684624
Outagamie November 4, 1992 11:29 a.m. J13161 I30 I41 1057382
Racine November 4, 1992 8:05 a.m. V2199 858 869 1390642
Rock November 4, 1992 10:49 a.m. C583 I547 I558 1178473
Walworth November 4, 1992 8:56 a.m. V596 505 516 245001
Waukesha November 4, 1992 8:21 a.m. R1588 I0001 I0012 1781999
Winnebago November 4, 1992 11:06 a.m. - - - 815619
Thirteenth Supplemental Indenture dated January 1, 1994:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet January 10, 1994 10:15 a.m. J2615 I10 I37 237095
Crawford January 11, 1994 8:00 a.m. V544 260 297 241650
Dodge January 10, 1994 9:25 a.m. V801 787 814 787436
Jefferson January 10, 1994 11:25 a.m. V870 760 787 918228
Kenosha January 10, 1994 9:47 a.m. V1653 151 178 951353
Milwaukee January 10, 1994 10:55 a.m. R3199 I3055 I3082 6884799
Outagamie January 10, 1994 10:20 a.m. J15227 I01 I28 1109925
Racine January 10, 1994 8:28 a.m. V2335 910 937 1450858
Rock January 10, 1994 9:17 a.m. C685 I605 I632 1221983
Walworth January 10, 1994 9:42 a.m. V627 9910 9937 276123
Waukesha January 10, 1994 9:38 a.m. R1859 I0901 I0928 1924689
Winnebago January 10, 1994 9:36 a.m. - - - 863836
<PAGE> 27
- 24 -
The release documents referred to above as listed herein (and which are
so listed as follows) were recorded as follows:
Dodge County, Wisconsin
Date Recorded Volume Page Document Number
------------- ------ ---- ---------------
June 9, 1986.............. 618 281-284 687521
Jefferson County, Wisconsin
July 30, 1970............. 445 197 687194
April 14, 1983............ 630 115-117 788629
May 26, 1993.............. 841 627-630 905634
Kenosha County, Wisconsin
September 13, 1954........ 352 403-404 359482
August 3, 1955............ 365 359-360 367747
April 29, 1985............ 1186 837-839 734497
February 28, 1986......... 1213 251-254 749254
March 31, 1986............ 1215 972-975 750576
Milwaukee County, Wisconsin
March 6, 1967............. Reel 349 Image 623-626 4304775
Racine County, Wisconsin
January 2, 1951........... 486 614-616 568882
December 27, 1973......... 1208 277-280 932902
July 9, 1981.............. 1623 58-61 1093456
December 16, 1986......... 1836 151-152 1214115
January 31, 1990.......... 1999 296-322 1302528
March 7, 1995............. 2432 662-664 1494172
Waukesha County, Wisconsin
April 21, 1967............ 959 477 682562
July 29, 1970............. 1092 422 765543
January 3, 1986........... Reel 727 Image 503-507 1327548
-------------------
The specific references in Parts I and II of this Schedule A to certain
properties as mortgaged under the Mortgage and Deed of Trust dated October 28,
1938, as amended and supplemented, shall not be deemed to exclude any other
properties not specifically referred to therein but mortgaged pursuant to the
terms of such Mortgage and Deed of Trust.
SCHEDULE B
Information relating to the Recording in Certain Counties of the
Original Indenture and Second through Thirty-Ninth Supplemental Indentures.
Copies of the Mortgage and Deed of Trust dated October 28, 1938, and the
Second through Thirty-Ninth Supplemental Indentures thereto, between Wisconsin
Electric Power Company and Firstar Trust Company (formerly First Wisconsin
Trust Company), Trustee, were recorded (among other places) in the Office of
the Register of Deeds in each of the counties, in the State of Wisconsin, in
<PAGE> 28
- 25 -
which are located properties acquired by Wisconsin Electric Power Company from
Wisconsin Natural Gas Company in the merger effective on January 1, 1996, as
follows:
Mortgage and Deed of Trust dated October 28, 1938:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet October 24, 1938 1:30 p.m. 50 496 48463
Crawford October 17, 1995 1:00 p.m. 575 1 192 248122
Dodge October 24, 1938 1:45 p.m. 195 477 355352
Jefferson October 24, 1938 1:30 p.m. 186 334 344642
Kenosha October 24, 1938 1:20 p.m. 197 1 233590
Milwaukee October 24, 1938 11:10 a.m. 1757 179 2193004
Outagamie August 25, 1964 9:00 a.m. 669 9 571686
Racine October 24, 1938 2:05 p.m. 344 121 433771
Rock October 24, 1938 1:50 p.m. 240 351 408287
Walworth October 24, 1938 4:00 p.m. 194 161 331981
Waukesha October 24, 1938 2:55 p.m. 202 402 223337
Winnebago November 22, 1977 - - - 506894
Second Supplemental Indenture dated June 1, 1946:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet June 26, 1946 2:40 p.m. 55 425 62483
Crawford October 17, 1995 1:00 p.m. 575 193 363 248123
Dodge June 26, 1946 3:25 p.m. 233 90 394558
Jefferson June 26, 1946 2:20 p.m. 207 187 407057
Kenosha June 26, 1946 3:20 p.m. 252 261 287720
Milwaukee June 26, 1946 2:05 p.m. 2344 483 2644790
Outagamie August 25, 1964 9:00 a.m. 669 105 571687
Racine June 26, 1946 2:00 p.m. 422 361 509278
Rock June 26, 1946 3:19 p.m. 285 1 468748
Walworth June 26, 1946 2:15 p.m. 231 531 388897
Waukesha June 26, 1946 1:35 p.m. 277 1 289565
Winnebago November 22, 1977 - - - 506895
Third Supplemental Indenture dated March 1, 1949:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet March 22, 1949 4:15 p.m. 64 499 68750
Crawford October 17, 1995 1:00 p.m. 575 364 412 248124
Dodge March 22, 1949 4:00 p.m. 240 548 411117
Jefferson March 22, 1949 4:00 p.m. 220 347 431978
Kenosha March 22, 1949 3:55 p.m. 284 565 311361
Milwaukee March 22, 1949 2:40 p.m. 2647 532 2851131
Outagamie August 25, 1964 9:00 a.m. 669 191 571688
Racine March 22, 1949 2:48 p.m. 463 47 546061
Rock March 22, 1949 4:05 p.m. 314 23 497064
Walworth March 22, 1949 3:45 p.m. 259 231 415179
Waukesha March 22, 1949 3:00 p.m. 325 408 323835
Winnebago November 22, 1977 - - - 506896
<PAGE> 29
- 26 -
Fourth Supplemental Indenture dated June 1, 1950:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet June 9, 1950 1:20 p.m. 66 225 70973
Crawford October 17, 1995 1:00 p.m. 576 1 83 248125
Dodge June 9, 1950 2:00 p.m. 249 183 417570
Jefferson June 9, 1950 1:30 p.m. 226 521 444626
Kenosha June 9, 1950 1:19 p.m. 299 139 321632
Milwaukee June 9, 1950 11:10 a.m. 2795 327 2944900
Outagamie August 25, 1964 9:00 a.m. 669 215 571689
Racine June 9, 1950 1:04 p.m. 479 413 560479
Rock June 9, 1950 1:32 p.m. 332 50 508925
Walworth June 9, 1950 1:09 p.m. 272 250 425738
Waukesha June 9, 1950 11:38 a.m. 350 341 338548
Winnebago November 22, 1977 - - - 506897
Fifth Supplemental Indenture dated May 1, 1952:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 7, 1952 10:00 a.m. 68 221 74499
Crawford October 17, 1995 1:00 p.m. 576 84 134 248126
Dodge May 7, 1952 1:30 p.m. 259 494 427834
Jefferson May 7, 1952 10:00 a.m. 236 355 465705
Kenosha May 7, 1952 11:50 a.m. 323 520 338856
Milwaukee May 7, 1952 8:55 a.m. 3059 1 3107256
Outagamie August 25, 1964 9:00 a.m. 669 257 571690
Racine May 7, 1952 8:00 a.m. 512 700 586556
Rock May 7, 1952 8:30 a.m. 369 39 529919
Walworth May 7, 1952 10:30 a.m. 294 137 442965
Waukesha May 7, 1952 8:30 a.m. 398 358 364685
Winnebago November 22, 1977 - - - 506898
Sixth Supplemental Indenture dated May 1, 1954:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 5, 1954 1:45 p.m. 72 171 78332
Crawford October 17, 1995 1:00 p.m. 576 135 188 248127
Dodge May 5, 1954 3:25 p.m. 270 411 438465
Jefferson May 5, 1954 2:45 p.m. 245 577 489666
Kenosha May 5, 1954 1:15 p.m. 347 588 356232
Milwaukee May 5, 1954 1:10 p.m. 3356 453 3291961
Outagamie August 25, 1964 9:00 a.m. 669 283 571691
Racine May 5, 1954 1:00 p.m. 547 407 615757
Rock May 5, 1954 3:10 p.m. 405 21 551506
Walworth May 5, 1954 2:00 p.m. 316 25 460938
Waukesha May 5, 1954 3:50 p.m. 453 243 396322
Winnebago November 22, 1977 - - - 506899
<PAGE> 30
- 27 -
Seventh Supplemental Indenture dated April 15, 1956:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet April 25, 1956 2:50 p.m. 76 1 82381
Crawford October 17, 1995 1:00 p.m. 576 189 247 248128
Dodge April 25, 1956 3:40 p.m. 284 343 449598
Jefferson April 25, 1956 2:30 p.m. 256 563 515598
Kenosha April 25, 1956 3:45 p.m. 376 290 374785
Milwaukee April 25, 1956 2:10 p.m. 3688 364 3486255
Outagamie August 25, 1964 9:00 a.m. 669 311 571692
Racine April 25, 1956 1:30 p.m. 590 287 646454
Rock April 25, 1956 4:55 p.m. 446 56 575567
Walworth April 25, 1956 3:00 p.m. 340 276 479891
Waukesha April 25, 1956 1:45 p.m. 525 264 436816
Winnebago November 22, 1977 - - - 506900
Eighth Supplemental Indenture dated April 1, 1958:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet April 2, 1958 10:00 a.m. 76 425 86767
Crawford October 17, 1995 1:00 p.m. 576 248 297 248129
Dodge April 2, 1958 9:35 a.m. 295 297 460307
Jefferson April 2, 1958 10:30 a.m. 267 452 542472
Kenosha April 2, 1958 9:35 a.m. 478 530 391996
Milwaukee April 2, 1958 8:30 a.m. 3943 466 3647088
Outagamie August 25, 1964 9:00 a.m. 669 341 571693
Racine April 2, 1958 10:10 a.m. 631 546 673148
Rock April 2, 1958 9:10 a.m. 479 257 597441
Walworth April 2, 1958 10:00 a.m. 362 563 498487
Waukesha April 2, 1958 1:15 p.m. 595 316 475543
Winnebago November 22, 1977 - - - 506901
Ninth Supplemental Indenture dated November 15, 1960:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 18, 1960 10:04 a.m. 79 433 92913
Crawford October 17, 1995 1:00 p.m. 576 298 348 248130
Dodge November 18, 1960 10:35 a.m. 311 600 475836
Jefferson November 18, 1960 8:00 a.m. 282 255 582488
Kenosha November 18, 1960 8:35 a.m. 564 243 421824
Milwaukee November 18, 1960 9:10 a.m. 4245 47 3846933
Outagamie August 25, 1964 9:00 a.m. 669 367 571694
Racine November 18, 1960 8:15 a.m. 682 156 713639
Rock November 18, 1960 8:00 a.m. 524 270 629014
Walworth November 18, 1960 9:00 a.m. 395 37 524680
Waukesha November 18, 1960 9:45 a.m. 701 463 534694
Winnebago November 22, 1977 - - - 506902
<PAGE> 31
- 28 -
Tenth Supplemental Indenture dated November 1, 1966:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 4, 1966 11:00 a.m. 92 321 108551
Crawford October 17, 1995 1:00 p.m. 576 349 408 248131
Dodge November 4, 1966 10:38 a.m. 358 341 516251
Jefferson November 4, 1966 9:00 a.m. 391 116 664530
Kenosha November 4, 1966 8:30 a.m. 741 390 490366
Milwaukee November 4, 1966 9:05 a.m. 335 50 4287441
Outagamie November 4, 1966 8:30 a.m. 735 299 596166
Racine November 4, 1966 8:00 a.m. 926 347 814790
Rock November 4, 1966 8:00 a.m. 228 443 710166
Walworth November 4, 1966 8:40 a.m. 470 497 586796
Waukesha November 4, 1966 9:00 a.m. 944 394 673595
Winnebago November 22, 1977 - - - 506903
Eleventh Supplemental Indenture dated November 15, 1967:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 17, 1967 9:00 a.m. 99 342 111391
Crawford October 17, 1995 1:00 p.m. 577 1 43 248132
Dodge November 17, 1967 8:38 a.m. 367 174 523479
Jefferson November 17, 1967 9:30 a.m. 406 544 671048
Kenosha November 17, 1967 8:50 a.m. 765 208 499566
Milwaukee November 17, 1967 9:00 a.m. 391 920 4358092
Outagamie November 17, 1967 9:00 a.m. 765 139 607280
Racine November 17, 1967 8:30 a.m. 965 484 831153
Rock November 17, 1967 8:00 a.m. 267 236 723658
Walworth November 17, 1967 8:45 a.m. 483 41 597320
Waukesha November 17, 1967 9:10 a.m. 989 226 699890
Winnebago November 22, 1977 - - - 506904
Twelfth Supplemental Indenture dated May 15, 1968:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 17, 1968 9:04 a.m. 101 419 112635
Crawford October 17, 1995 1:00 p.m. 577 44 74 248133
Dodge May 17, 1968 9:01 a.m. 370 464 526794
Jefferson May 17, 1968 9:30 a.m. 414 4 673930
Kenosha May 17, 1968 8:30 a.m. 776 464 504032
Milwaukee May 17, 1968 8:40 a.m. 419 5 4392198
Outagamie May 17, 1968 8:45 a.m. 778 477 612410
Racine May 17, 1968 8:30 a.m. 983 464 838982
Rock May 17, 1968 8:00 a.m. 285 511 730229
Walworth May 17, 1968 8:30 a.m. 489 95 602393
Waukesha May 17, 1968 9:05 a.m. 1010 288 712889
Winnebago November 22, 1977 - - - 506905
<PAGE> 32
- 29 -
Thirteenth Supplemental Indenture dated May 15, 1969:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 16, 1969 11:25 a.m. 106 552 115574
Crawford October 17, 1995 1:00 p.m. 577 75 110 248134
Dodge May 16, 1969 9:51 a.m. 377 569 534073
Jefferson May 16, 1969 10:45 a.m. 428 492 680197
Kenosha May 16, 1969 8:30 a.m. 799 191 513089
Milwaukee May 16, 1969 9:20 a.m. 479 57 4463080
Outagamie May 16, 1969 2:00 p.m. 806 647 623493
Racine May 16, 1969 8:24 a.m. 1017 621 853691
Rock May 16, 1969 8:00 a.m. 322 401 743177
Walworth May 16, 1969 9:07 a.m. 8 669 613594
Waukesha May 16, 1969 11:15 a.m. 1052 5 738737
Winnebago November 22, 1977 - - - 506908
Fourteenth Supplemental Indenture dated November 1, 1969:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet October 30, 1969 8:50 a.m. 110 115 117354
Crawford October 17, 1995 1:00 p.m. 577 111 140 248135
Dodge October 30, 1969 9:23 a.m. 381 231 537667
Jefferson October 30, 1969 9:30 a.m. 435 425 683114
Kenosha October 30, 1969 8:12 a.m. 810 612 517730
Milwaukee October 30, 1969 10:10 a.m. 505 542 4495662
Outagamie October 30, 1969 1:00 p.m. 819 557 628451
Racine October 30, 1969 8:02 a.m. 1034 601 860932
Rock October 30, 1969 8:00 a.m. 340 395 749458
Walworth October 30, 1969 8:07 a.m. 18 397 618994
Waukesha October 30, 1969 11:15 a.m. 1069 458 750388
Winnebago November 22, 1977 - - - 506907
Fifteenth Supplemental Indenture dated July 15, 1976:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 9, 1976 10:20 a.m. 150 200 140033
Crawford October 17, 1995 1:00 p.m. 577 141 291 248136
Dodge July 9, 1976 9:37 a.m. 465 1 593009
Jefferson July 9, 1976 8:00 a.m. 538 1 732738
Kenosha July 9, 1976 9:00 a.m. 965 796 602550
Milwaukee July 9, 1976 9:00 a.m. 941 1181 5017453
Outagamie July 9, 1976 10:00 a.m. 1020 239 712664
Racine July 9, 1976 8:05 a.m. 1326 277 980044
Rock July 9, 1976 9:30 a.m. 602 451 848678
Walworth July 9, 1976 8:38 a.m. 162 105 05146
Waukesha July 9, 1976 8:04 a.m. 187 1 958160
Winnebago November 22, 1977 - - - 506908
<PAGE> 33
- 30 -
Sixteenth Supplemental Indenture dated as of January 1, 1978:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet January 3, 1978 10:53 a.m. 161 313 146435
Crawford October 17, 1995 1:00 p.m. 577 292 380 248137
Dodge January 3, 1978 10:14 a.m. 490 41 609487
Jefferson January 3, 1978 10:00 a.m. 563 494 747994
Kenosha January 3, 1978 10:47 a.m. 1007 783 628582
Milwaukee January 3, 1978 9:10 a.m. 1077 1261 5174512
Outagamie January 3, 1978 9:30 a.m. 646 31
647 1 741192
648 1
Racine January 3, 1978 8:45 a.m. 1421 199 1018491
Rock January 3, 1978 11:25 a.m. 680 431 879433
Walworth January 3, 1978 1:22 p.m. 203 396 27606
Waukesha January 3, 1978 10:08 a.m. 279 432 1030545
Winnebago January 3, 1978 1:04 p.m. - - - 508962
Seventeenth Supplemental Indenture dated as of May 1, 1978:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 9, 1978 1:03 p.m. 163 692 147753
Crawford October 17, 1995 1:00 p.m. 577 381 421 248138
Dodge May 9, 1978 9:46 a.m. 495 409 613035
Jefferson May 9, 1978 10:20 a.m. 569 153 751265
Kenosha May 9, 1978 9:02 a.m. 1017 662 634631
Milwaukee May 9, 1978 9:20 a.m. 1107 1372 5209340
Outagamie May 9, 1978 2:00 p.m. 871 21
872 1 747530
Racine May 9, 1978 8:18 a.m. 1442 239 1026899
Rock May 9, 1978 11:15 a.m. 698 113 886254
Walworth May 9, 1978 3:06 p.m. 210 357 32362
Waukesha May 9, 1978 10:12 a.m. 298 466 1046307
Winnebago May 9, 1978 1:20 p.m. - - - 515136
Eighteenth Supplemental Indenture dated as of May 15, 1978:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 15, 1978 11:52 a.m. 163 817 147809
Crawford October 17, 1995 1:00 p.m. 578 1 26 248139
Dodge May 15, 1978 9:48 a.m. 495 668 613184
Jefferson May 15, 1978 9:30 a.m. 569 406 751416
Kenosha May 15, 1978 9:45 a.m. 1018 130 634903
Milwaukee May 15, 1978 10:00 a.m. 1109 106 5211213
Outagamie May 15, 1978 1:00 p.m. 882 10 747819
Racine May 15, 1978 8:21 a.m. 1443 348 1027335
Rock May 15, 1978 11:00 a.m. 699 90 886642
Walworth May 15, 1978 11:53 a.m. 210 830 32631
Waukesha May 15, 1978 10:38 a.m. 299 676 1047061
Winnebago May 15, 1978 1:00 p.m. - - - 515424
<PAGE> 34
- 31 -
Nineteenth Supplemental Indenture dated as of August 1, 1979:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet August 24, 1979 1:00 p.m. 174 624 NA 153555
Crawford October 17, 1995 1:00 p.m. 578 27 76 248140
Dodge August 24, 1979 9:53 a.m. 517 357 406 626851
Jefferson August 24, 1979 9:30 a.m. 590 700 749 763882
Kenosha August 24, 1979 8:55 a.m. 1055 694 743 657032
Milwaukee August 24, 1979 9:20 a.m. 1235 43 92 5341610
Outagamie August 24, 1979 9:00 a.m. 1756 19 46 771361
1757 1 23
Racine August 24, 1979 8:05 a.m. 1524 278 327 1058889
Rock August 24, 1979 8:02 a.m. 22 902 951 912284
Walworth August 24, 1979 9:09 a.m. 238 632 681 50491
Waukesha August 24, 1979 9:46 a.m. 374 1061 1110 1104230
Winnebago August 24, 1979 8:02 a.m. - - - 538998
Twentieth Supplemental Indenture dated as of November 15, 1979:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 30, 1979 10:23 a.m. 177 191 NA 154886
Crawford October 17, 1995 1:00 p.m. 578 77 97 248141
Dodge November 30, 1979 9:39 a.m. 521 752 772 629619
Jefferson November 30, 1979 9:20 a.m. 594 748 768 766318
Kenosha November 30, 1979 9:32 a.m. 1064 143 163 661749
Milwaukee November 30, 1979 10:35 a.m. 1263 1388 1399 5369456
Outagamie November 30, 1979 9:00 a.m. 1960 3 24 776697
Racine November 30, 1979 8:05 a.m. 1541 371 391 1065471
Rock November 30, 1979 8:51 a.m. 33 140 160 917475
Walworth November 30, 1979 8:01 a.m. 244 505 525 53918
Waukesha November 30, 1979 11:19 a.m. 389 904 924 1115135
Winnebago November 30, 1979 8:02 a.m. - - - 543744
Twenty-First Supplemental Indenture dated as of April 15, 1980:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet May 5, 1980 1:00 p.m. 180 137 NA 156400
Crawford October 17, 1995 1:00 p.m. 578 98 118 248142
Dodge May 5, 1980 10:06 a.m. 526 641 661 632694
Jefferson May 5, 1980 8:50 a.m. 598 842 862 768933
Kenosha May 5, 1980 10:00 a.m. 1071 939 959 666309
Milwaukee May 5, 1980 9:15 a.m. 1293 968 979 5397212
Outagamie May 5, 1980 8:30 a.m. 2184 1 22 782249
Racine May 5, 1980 8:11 a.m. 1560 223 243 1072260
Rock May 5, 1980 10:12 a.m. 44 934 954 923220
Walworth May 5, 1980 9:19 a.m. 250 782 802 57944
Waukesha May 5, 1980 10:02 a.m. 406 1146 1166 1126095
Winnebago May 5, 1980 8:02 a.m. - - - 548844
<PAGE> 35
- 32 -
Twenty-Second Supplemental Indenture dated December 1, 1980:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet December 5, 1980 11:06 a.m. 16 44 158786
17 1
Crawford October 17, 1995 1:00 p.m. 578 119 162 248143
Dodge December 5, 1980 9:59 a.m. 534 801 637785
Jefferson December 5, 1980 9:15 a.m. 605 749 773259
Kenosha December 5, 1980 9:30 a.m. 1086 792 674713
Milwaukee December 5, 1980 9:20 a.m. 1343 74 5444925
Outagamie December 5, 1980 9:00 a.m. 2540 1 791415
Racine December 5, 1980 9:00 a.m. 1592 65 1083581
Rock December 5, 1980 8:51 a.m. 64 69 932814
Walworth December 5, 1980 8:35 a.m. 261 883 64642
Waukesha December 5, 1980 9:44 a.m. 434 931 1145670
Winnebago December 5, 1980 11:56 a.m. - - - 558135
Twenty-Third Supplemental Indenture dated as of September 15, 1985:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet September 20, 1985 10:30 a.m. 657 18 179369
658 91
Crawford October 17, 1995 1:00 p.m. 578 163 221 248144
Dodge September 20, 1985 11:15 a.m. 605 865 680689
Jefferson September 20, 1985 10:15 a.m. 665 01 810117
Kenosha September 20, 1985 9:00 a.m. 1199 803 741769
Milwaukee September 20, 1985 11:20 a.m. 1796 1230 5847004
Outagamie September 20, 1985 2:30 p.m. 5709 27 870930
5710 01
Racine September 20, 1985 9:55 a.m. 1767 846 1177610
Rock September 20, 1985 9:15 a.m. 223 300 1011841
Walworth September 20, 1985 8:15 a.m. 352 298 119825
Waukesha September 20, 1985 8:59 a.m. 701 003 1312955
Winnebago September 20, 1985 11:26 a.m. - - - 638266
Twenty-Fourth Supplemental Indenture dated as of September 15, 1985:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet October 10, 1985 10:20 a.m. 669 45 179712
670 1
Crawford October 17, 1995 1:00 p.m. 578 222 262 248145
Dodge October 10, 1985 11:30 a.m. 607 213 681355
Jefferson October 10, 1985 10:15 a.m. 666 225 810830
Kenosha October 10, 1985 8:30 a.m. 1201 845 742838
Milwaukee October 10, 1985 8:35 a.m. 1803 985 5853104
Outagamie October 10, 1985 12:50 p.m. 5774 8 872368
Racine October 10, 1985 8:05 a.m. 1770 826 1179230
Rock October 10, 1985 10:51 a.m. 226 126 1013137
Walworth October 10, 1985 9:47 a.m. 353 674 120613
Waukesha October 10, 1985 8:44 a.m. 706 021 1316009
Winnebago October 10, 1985 9:20 a.m. - - - 639590
<PAGE> 36
- 33 -
Twenty-Fifth Supplemental Indenture dated December 15, 1986:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet December 15, 1986 10:45 a.m. 888 38 59 186708
889 1 4
Crawford October 17, 1995 1:00 p.m. 578 263 288 248146
Dodge December 15, 1986 11:15 a.m. 629 848 873 694162
Jefferson December 15, 1986 9:30 a.m. 689 415 440 824282
Kenosha December 15, 1986 8:00 a.m. 1249 492 517 768219
Milwaukee December 15, 1986 11:40 a.m. 2008 1789 1802 5998459
Outagamie December 15, 1986 12:30 a.m. 7055 1 26 902736
Racine December 15, 1986 8:09 a.m. 1835 682 707 1213887
Rock December 15, 1986 9:24 a.m. 285 177 203 1040651
Walworth December 15, 1986 11:37 a.m. 387 1 26 139082
Waukesha December 15, 1986 9:40 a.m. 836 0001 0026 1390831
Winnebago December 15, 1986 12:20 p.m. - - - 668765
Twenty-Sixth Supplemental Indenture dated January 15, 1988:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet January 26, 1988 9:58 a.m. 1108 1 49 193786
Crawford October 17, 1995 1:00 p.m. 578 289 337 248147
Dodge January 25, 1988 11:36 a.m. 651 492 540 707084
Jefferson January 25, 1988 11:25 a.m. 712 115 163 837829
Kenosha January 25, 1988 8:49 a.m. 1300 226 274 794860
Milwaukee January 25, 1988 8:40 a.m. 2180 651 700 6141598
Outagamie January 25, 1988 12:15 p.m. 8203 38 46 930587
8204 1 40
Racine January 25, 1988 8:09 a.m. 1899 459 507 1248703
Rock January 25, 1988 8:48 a.m. 337 347 395 1065392
Walworth January 25, 1988 9:53 a.m. 421 299 347 158061
Waukesha January 25, 1988 9:09 a.m. 971 290 338 1464984
Winnebago January 25, 1988 8:36 a.m. - - - 695183
Twenty-Seventh Supplemental Indenture dated April 15, 1988:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet April 25, 1988 11:45 a.m. 1143 6 33 195038
Crawford October 17, 1995 1:00 p.m. 578 338 365 248148
Dodge April 25, 1988 8:01 a.m. 655 173 200 709345
Jefferson April 25, 1988 10:00 a.m. 715 792 819 840052
Kenosha April 25, 1988 8:31 a.m. 1308 653 680 799349
Milwaukee April 25, 1988 8:45 a.m. 2203 104 131 6163901
Outagamie April 25, 1988 10:30 a.m. 8399 1 28 935348
Racine April 25, 1988 8:11 a.m. 1909 639 666 1254402
Rock April 25, 1988 9:23 a.m. 346 372 399 1069532
Walworth April 25, 1988 8:21 a.m. 426 889 916 161169
Waukesha April 25, 1988 8:45 a.m. 991 797 824 1476001
Winnebago April 25, 1988 8:48 a.m. - - - 699742
<PAGE> 37
- 34 -
Twenty-Eighth Supplemental Indenture dated September 1, 1989:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet August 25, 1989 1:10 p.m. 1368 35 58 202546
1369 1 9
Crawford October 17, 1995 1:00 p.m. 578 366 398 248149
Dodge August 25, 1989 10:02 a.m. 680 73 105 723888
Jefferson August 25, 1989 11:45 a.m. 739 899 931 854213
Kenosha August 25, 1989 8:26 a.m. 1362 845 877 826625
Milwaukee August 25, 1989 8:20 a.m. 2362 1287 1319 6305764
Outagamie August 25, 1989 1:30 p.m. 9657 1 33 965133
Racine August 25, 1989 8:05 a.m. 1976 909 941 1290632
Rock August 25, 1989 10:53 a.m. 406 84 116 1097472
Walworth August 25, 1989 9:56 a.m. 465 543 575 182490
Waukesha August 25, 1989 10:14 a.m. 1133 739 771 1551823
Winnebago August 25, 1989 8:52 a.m. - - - 728580
Twenty-Ninth Supplemental Indenture dated October 1, 1991:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet September 27, 1991 10:50 a.m. J1749 7 36 214850
Crawford October 17, 1995 1:00 p.m. V578 399 428 248150
Dodge September 27, 1991 9:45 a.m. V722 417 446 748525
Jefferson September 27, 1991 8:40 a.m. V781 123 152 877894
Kenosha September 27, 1991 8:33 a.m. V1463 297 326 875717
Milwaukee September 27, 1991 11:35 a.m. R2625 433 462 6526933
Outagamie September 27, 1991 12:00 p.m. J11588 24 53 1016448
Racine September 27, 1991 8:17 a.m. V2094 470 499 1351524
Rock September 27, 1991 8:44 a.m. C498 399 428 1142250
Walworth September 27, 1991 9:51 a.m. V536 18 47 218971
Waukesha September 27, 1991 8:00 a.m. R1354 595 624 1675784
Winnebago September 27, 1991 10:10 a.m. - - - 776763
Thirtieth Supplemental Indenture dated December 1, 1991:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet December 6, 1991 11:05 a.m. J1798 I43 I59 216130
J1799 I01 I10
Crawford October 17, 1995 1:00 p.m. V579 1 27 248151
Dodge December 5, 1991 10:51 a.m. V726 869 895 751118
Jefferson December 5, 1991 9:30 a.m. V786 719 744 880499
Kenosha December 5, 1991 8:49 a.m. V1475 214 240 880830
Milwaukee December 5, 1991 11:35 a.m. 2666 638 664 6548232
Outagamie December 5, 1991 12:45 p.m. J11806 29 55 1022257
Racine December 5, 1991 8:01 a.m. V2108 175 201 1357695
Rock December 5, 1991 9:53 a.m. C510 I246 272 1147319
Walworth December 5, 1991 8:45 a.m. V544 552 578 222845
Waukesha December 5, 1991 8:11 a.m. 1381 0114 0140 1688297
Winnebago December 5, 1991 10:50 a.m. - - - 781847
<PAGE> 38
- 35 -
Thirty-First Supplemental Indenture dated August 1, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 29, 1992 11:35 a.m. J2011 I46 I59 221907
J2012 I1 I17
Crawford October 17, 1995 1:00 p.m. V579 28 56 248152
Dodge July 29, 1992 10:26 a.m. 748 231 259 761897
Jefferson July 29, 1992 9:00 a.m. 810 101 130 891385
Kenosha July 28, 1992 9:10 a.m. 1525 190 220 901653
Milwaukee July 29, 1992 9:05 a.m. R2831 I527 I557 6643655
Outagamie July 29, 1992 12:00 p.m. J12720 I1 I31 1046368
Racine July 28, 1992 8:03 a.m. 2170 751 781 1384194
Rock July 28, 1992 9:28 a.m. C559 494 524 1168530
Walworth July 28, 1992 9:28 a.m. 581 1 31 238414
Waukesha July 29, 1992 8:03 a.m. 1526 862 892 1754069
Winnebago July 29, 1992 2:00 p.m. - - - 805423
Thirty-Second Supplemental Indenture dated August 1, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet July 29, 1992 11:35 a.m. J2012 I18 I50 221908
Crawford October 17, 1995 1:00 p.m. 579 57 87 248153
Dodge July 29, 1992 10:30 a.m. 748 260 290 761898
Jefferson July 29, 1992 9:00 a.m. 810 131 163 891386
Kenosha July 28, 1992 9:10 a.m. 1525 221 253 901654
Milwaukee July 29, 1992 9:05 a.m. R2831 I558 I590 6643656
Outagamie July 29, 1992 12 noon J12720 I32 I58 1046369
J12721 I1 I6
Racine July 28, 1992 8:03 a.m. 2170 782 814 1384195
Rock July 28, 1992 9:31 a.m. C559 525 557 1168531
Walworth July 28, 1992 9:32 a.m. 581 32 64 238415
Waukesha July 29, 1992 8:02 a.m. 1526 829 861 1754068
Winnebago July 29, 1992 2:02 p.m. - - - 805424
Thirty-Third Supplemental Indenture dated October 1, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet October 6, 1992 8:50 a.m. J2076 I36 I59 223588
J2077 I1 I59
Crawford October 17, 1995 1:00 p.m. V579 88 125 248154
Dodge October 6, 1992 12:38 p.m. V754 775 814 765138
Jefferson October 6, 1992 9:20 a.m. V817 397 435 894645
Kenosha October 6, 1992 9:51 a.m. V1541 148 187 907867
Milwaukee October 6, 1992 10:40 a.m. R2879 I1274 I1313 6670812
Outagamie October 6, 1992 11:00 a.m. J13022 I1 I40 1053989
Racine October 6, 1992 8:26 a.m. V2190 328 367 1392294
Rock October 6, 1992 10:17 a.m. C576 I51 I96 1175501
Walworth October 6, 1992 8:47 a.m. V591 524 563 242965
Waukesha October 6, 1992 8:00 a.m. 1567 1 40 1773127
Winnebago October 6, 1992 10:20 a.m. - - - 812444
<PAGE> 39
- 36 -
Thirty-Fourth Supplemental Indenture dated November 1, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet November 4, 1992 9:34 a.m. J2111 I11 I29 224443
Crawford October 17, 1995 1:00 p.m. V579 126 141 248155
Dodge November 4, 1992 12:56 p.m. V757 785 803 766585
Jefferson November 4, 1992 9:15 a.m. V820 552 570 896012
Kenosha November 4, 1992 9:01 a.m. V1548 348 366 910682
Milwaukee November 4, 1992 11:25 a.m. R2900 I1039 I1057 6684623
Outagamie November 4, 1992 11:17 a.m. J13161 I01 I19 1057380
Racine November 4, 1992 8:03 a.m. V2199 839 857 1396041
Rock November 4, 1992 10:49 a.m. C583 I528 546 1178472
Walworth November 4, 1992 8:44 a.m. V596 486 504 245000
Waukesha November 4, 1992 8:26 a.m. 1588 I0013 I0031 1782000
Winnebago November 4, 1992 11:02 a.m. - - - 815690
Thirty-Fifth Supplemental Indenture dated December 15, 1992:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet December 10, 1992 9:05 a.m. J2149 I17 I46 225444
Crawford October 17, 1995 1:00 p.m. V579 142 168 248156
Dodge December 10, 1992 2:45 p.m. V761 49 78 768202
Jefferson December 10, 1992 8:45 a.m. V824 361 390 897743
Kenosha December 10, 1992 8:34 a.m. 1557 169 198 913971
Milwaukee December 10, 1992 10:30 a.m. 2925 438 467 6701058
Outagamie December 10, 1992 12:25 p.m. J13331 I01 I30 1061578
Racine December 10, 1992 8:01 a.m. V2211 378 406 1400574
Rock December 10, 1992 10:43 a.m. C592 I85 I114 1182044
Walworth December 10, 1992 8:47 a.m. V602 437 466 247500
Waukesha December 10, 1992 9:21 a.m. R1612 I58 I86 1793074
Winnebago December 10, 1992 11:00 a.m. - - - 819521
Thirty-Sixth Supplemental Indenture dated January 15, 1993:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet January 19, 1993 8:55 a.m. J2194 I22 I51 226527
Crawford October 17, 1995 1:00 p.m. V579 169 195 248157
Dodge January 19, 1993 10:03 a.m. V764 190 218 769717
Jefferson January 19, 1993 9:20 a.m. V828 245 274 899457
Kenosha January 19, 1993 12:18 p.m. V1564 800 829 917175
Milwaukee January 19, 1993 9:45 a.m. R2951 I777 I806 6717752
Outagamie January 19, 1993 11:10 a.m. J13467 I05 I34 1065156
Racine January 19, 1993 8:10 a.m. V2220 870 899 1404705
Rock January 19, 1993 9:51 a.m. C599 I255 I284 1185260
Walworth January 19, 1993 8:40 a.m. V608 407 436 250014
Waukesha January 19, 1993 8:12 a.m. R1636 I2 I31 1804490
Winnebago January 19, 1993 10:54 a.m. - - - 822924
<PAGE> 40
- 37 -
Thirty-Seventh Supplemental Indenture dated March 15, 1993:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet March 9, 1993 11:00 a.m. J2228 I10 I45 227464
Crawford October 17, 1995 1:00 p.m. V579 196 228 248158
Dodge March 9, 1993 10:41 a.m. V767 629 664 771528
Jefferson March 9, 1993 9:20 a.m. V832 166 201 901468
Kenosha March 9, 1993 9:10 a.m. V1572 778 813 920727
Milwaukee March 9, 1993 2:00 p.m. R2986 I833 I868 6738372
Outagamie March 9, 1993 8:30 a.m. J13622 I13 I48 1069641
Racine March 9, 1993 8:01 a.m. V2231 295 330 1409389
Rock March 9, 1993 8:52 a.m. C606 952 987 1188967
Walworth March 9, 1993 9:03 a.m. V614 873 908 252915
Waukesha March 9, 1993 8:05 a.m. R1661 1 36 1817165
Winnebago March 9, 1993 8:28 a.m. - - - 826720
Thirty-Eighth Supplemental Indenture dated August 1, 1993:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet August 3, 1993 2:57 p.m. J2387 I19 I53 231656
Crawford October 17, 1995 1:00 p.m. V579 229 260 248159
Dodge August 3, 1993 12:54 p.m. V783 822 856 779214
Jefferson August 3, 1993 12:30 p.m. V850 86 120 909389
Kenosha August 3, 1993 2:10 p.m. V1609 153 186 934882
Milwaukee August 3, 1993 2:45 p.m. R3089 I1335 I1369 6805127
Outagamie August 3, 1993 8:30 a.m. J14384 I04 I37 1089094
Racine August 3, 1993 1:20 p.m. V2280 122 155 1429064
Rock August 3, 1993 2:09 p.m. C643 I358 I393 1204498
Walworth August 3, 1993 1:39 p.m. V624 8320 8354 263662
Waukesha August 3, 1993 12:13 p.m. R1755 I91 I125 1866983
Winnebago August 3, 1993 2:06 p.m. - - - 844393
Thirty-Ninth Supplemental Indenture dated September 15, 1993:
Card, Beginning Ending
Reel or Image Image Document
County Date Recorded Time Volume or Page or Page Number
- ------ ------------- ---- ------ ------- ------- ------
Calumet September 7, 1993 10:48 a.m. J2436 I17 I46 232881
Crawford October 17, 1995 1:00 p.m. V579 261 287 248160
Dodge September 7, 1993 9:31 a.m. V787 537 566 780919
Jefferson September 7, 1993 8:55 a.m. V854 5 34 911129
Kenosha September 7, 1993 8:44 a.m. V1617 465 494 937937
Milwaukee September 7, 1993 11:35 a.m. 3113 382 411 6822279
Outagamie September 7, 1993 1:40 p.m. J14544 I01 I30 1093242
Racine September 7, 1993 8:05 a.m. V2290 871 900 1433437
Rock September 7, 1993 10:03 a.m. C651 I206 I235 1207948
Walworth September 7, 1993 8:38 a.m. V625 3911 3940 265971
Waukesha September 7, 1993 9:14 a.m. R1778 I269 I298 1878680
Winnebago September 7, 1993 11:54 a.m. - - - 848390
<PAGE> 1
EXHIBIT (4)-2
Conformed Copy
==============================================================================
FOURTEENTH SUPPLEMENTAL INDENTURE
- ---------------
WISCONSIN ELECTRIC POWER COMPANY
TO
FIRSTAR TRUST COMPANY
(formerly First Wisconsin Trust Company)
As Trustee
- -----------------------------
Mortgage and Deed of Trust dated June 1, 1950
Of Wisconsin Natural Gas Company
- -----------------------------
Assumption of Bonds
by
Wisconsin Electric Power Company
in connection with merger
- -----------------------------
DATED JANUARY 1, 1996
==============================================================================
<PAGE> 2
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
----
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
- ---------------------------
* 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.
<PAGE> 3
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;
<PAGE> 4
2
(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
<PAGE> 5
3
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).
<PAGE> 6
4
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.
<PAGE> 7
5
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/ C. H. Baker
----------------------------------
C. H. Baker
Vice President
(CORPORATE SEAL)
Attested:
/s/ Thomas H. Fehring
- --------------------------------
Thomas H. Fehring
Assistant Secretary
Signed, sealed and delivered by
WISCONSIN ELECTRIC POWER
COMPANY in the presence of:
/s/ A. L. Bachman
- ---------------------------------
A. L. Bachman
/s/ T. J. Conlin
- ---------------------------------
T. J. Conlin
As Witnesses
<PAGE> 8
6
FIRSTAR TRUST COMPANY
By /s/ Gene E. Ploeger
-------------------------
Gene E. Ploeger
Assistant Vice President
(CORPORATE SEAL)
Attested:
/s/ Amy E. Nolde
- -------------------------------
Amy E. Nolde
Assistant Secretary
Signed, sealed and delivered by
FIRSTAR TRUST COMPANY
in the presence of:
/s/ Peter Brennan
- ---------------------------------
Peter Brennan
/s/ D. J. Mayer
- ---------------------------------
D. J. Mayer
As Witnesses
<PAGE> 9
7
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared C. H.
BAKER and THOMAS H. FEHRING, to me personally known, who, being by me
severally duly sworn, did say: that C. H. BAKER is a Vice President and
THOMAS H. FEHRING 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 C. H. BAKER and THOMAS H. FEHRING severally acknowledged said
instrument to be the free act and deed of said corporation.
/s/ Karen G. Paul
- -----------------------------------------
Karen G. Paul
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 GENE
E. PLOEGER and AMY E. NOLDE, to me personally known, who, being by me
severally duly sworn, did say: that GENE E. PLOEGER is an Assistant Vice
President and AMY E. NOLDE 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 GENE E.
PLOEGER and AMY E. NOLDE severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Janice S. Grezinski
- ---------------------------------------------
Janice S. Grezinski
Notary Public
State of Wisconsin
My Commission expires February 2, 1997
[Seal of Notary Public]
This instrument was drafted by James D. Zakrajsheck and Bruce C. Davidson
on behalf of Wisconsin Electric Power Company.
<PAGE> 1
EXHIBIT (4)-3
Conformed Copy
==============================================================================
FIRST SUPPLEMENTAL INDENTURE
- -------------------------
WISCONSIN ELECTRIC POWER COMPANY
AND
FIRSTAR TRUST COMPANY
(formerly First Wisconsin Trust Company)
As Trustee
- ---------------------------
Indenture dated as of September 1, 1992
Of Wisconsin Natural Gas Company
- ---------------------------
Assumption of Obligations under Indenture and Securities
by
Wisconsin Electric Power Company
in connection with merger
- ---------------------------
DATED JANUARY 1, 1996
==============================================================================
<PAGE> 2
First Supplemental Indenture Dated January 1, 1996
to
Debt Securities Indenture dated as of September 1, 1992
of Wisconsin Natural Gas Company
TABLE OF CONTENTS*
PAGE
PARTIES................................................................ 1
RECITALS............................................................... 1
GENERAL COVENANT....................................................... 2
ARTICLE I.
ASSUMPTION AND DECLARATION;
TERMINATION OF CERTAIN COVENANTS.
Assumption of Obligations under Indenture and Securities............... 2
Termination of Certain Covenants in Connection with Merger............. 2
ARTICLE II.
THE TRUSTEE.
Trustee not responsible for validity of First Supplemental Indenture... 2
ARTICLE III.
MISCELLANEOUS PROVISIONS.
Meanings of terms in First Supplemental Indenture..................... 3
Effective Time of Covenants, Declarations and Agreements Contained in
First Supplemental Indenture....................................... 3
Execution of First Supplemental Indenture in counterparts............. 3
TESTIMONIUM........................................................... 3
EXECUTION............................................................. 3
WISCONSIN ELECTRIC'S ACKNOWLEDGMENT................................... 5
TRUSTEE'S ACKNOWLEDGMENT.............................................. 5
- ------------------------------
* 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.
<PAGE> 3
SUPPLEMENTAL INDENTURE, dated January 1, 1996, between WISCONSIN
ELECTRIC POWER COMPANY, a corporation organized and existing under the laws of
the State of Wisconsin (hereinafter called "Wisconsin Electric"), 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 Indenture dated as of September 1, 1992;
WHEREAS, WISCONSIN NATURAL GAS COMPANY (hereinafter called "Wisconsin
Natural") has heretofore executed and delivered to the Trustee its Indenture
dated as of September 1, 1992, (said Indenture being hereafter sometimes
referred to as the "Original Indenture" and, together with all securities
resolutions 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 debt securities ("Securities") at any time issued and
outstanding thereunder, and to declare the terms and conditions upon which
Securities are to be issued thereunder; and four securities resolutions have
heretofore been adopted thereunder; and
WHEREAS, prior to the date hereof, Securities have been issued by the
Wisconsin Natural under said Indenture as follows:
(1) $25,000,000 principal amount of 6-1/8% Debentures due September 1, 1997,
which are described in Securities Resolution No. 1 effective as of
September 1, 1992, all of which remain outstanding at the date of
execution hereof;
(2) $25,000,000 principal amount of 8-1/4% Debentures due December 15, 2022,
which are described in Securities Resolution No. 2 effective as of
December 1, 1992, all of which remain outstanding at the date of
execution hereof;
(3) $2,290,000 principal amount of 10-1/4% Debentures due January 15, 1998,
which are described in Securities Resolution No. 3 effective as of March
29, 1994, all of which have been redeemed prior to the date of execution
hereof;
(4) $7,000,000 principal amount of 9.47% Debentures due March 1, 2006, which
are described in Securities Resolution No. 4 effective as of March 29,
1994, 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 5.01 of the Original Indenture that,
upon any merger of Wisconsin Natural into another corporation, subject to
Section 5.02 of the Original Indenture, all the obligations of Wisconsin
Natural under the Indenture and the Securities shall, by supplemental
indenture, be expressly assumed by the successor corporation resulting from
such merger; and
WHEREAS, Section 5.01 of the Original Indenture prohibits Wisconsin
Natural from merging except if such merger meets certain other conditions; and
<PAGE> 4
2
WHEREAS, when this Supplemental Indenture becomes effective, the merger
of Wisconsin Natural into Wisconsin Electric will meet each of the conditions
of the Original Indenture; and
WHEREAS, Section 5.02 of the Original Indenture provides that, upon the
effectiveness of the merger of Wisconsin Natural into Wisconsin Electric, the
covenants contained in Sections 4.07, 4.08 and 4.09 of the Original Indenture
shall terminate and be of no further force and effect; and
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 Section 5.01 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 Securities issued or to be issued
under the Indenture, as follows:
ARTICLE I.
ASSUMPTION AND DECLARATION;
TERMINATION OF CERTAIN COVENANTS.
Wisconsin Electric hereby assumes, as of the effective time specified in
Article III hereof, all the obligations of Wisconsin Natural under the
Indenture and the Securities except for those covenants which terminate
pursuant to Section 5.02 of the Indenture.
As provided in Section 5.02 of the Indenture, the covenants contained in
Sections 4.07, 4.08 and 4.09 of the Indenture shall terminate and be of no
further force and effect upon the effectiveness of the merger of Wisconsin
Natural into Wisconsin Electric, and Wisconsin Electric shall not assume the
obligations of Wisconsin Natural thereunder and shall not be bound thereby.
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.
<PAGE> 5
3
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.
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; said Firstar Trust Company has caused this
Supplemental Indenture to be executed on its behalf by its President or one of
its Assistant 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/ C. H. Baker
----------------------------------
C. H. Baker
Vice President
(CORPORATE SEAL)
Attested:
/s/ Thomas H. Fehring
- -----------------------------
Thomas H. Fehring
Assistant Secretary
Signed, sealed and delivered by
WISCONSIN ELECTRIC POWER
COMPANY in the presence of:
/s/ A. L. Bachman
- -----------------------------
A. L. Bachman
/s/ T. J. Conlin
- -----------------------------
T. J. Conlin
As Witnesses
<PAGE> 6
4
FIRSTAR TRUST COMPANY
By /s/ Gene E. Ploeger
----------------------------
Gene E. Ploeger
Assistant Vice President
(CORPORATE SEAL)
Attested:
/s/ Amy E. Nolde
- -------------------------------
Amy E. Nolde
Assistant Secretary
Signed, sealed and delivered by
FIRSTAR TRUST COMPANY
in the presence of:
/s/ Peter Brennan
- -------------------------------
Peter Brennan
/s/ D. J. Mayer
- -------------------------------
D. J. Mayer
As Witnesses
<PAGE> 7
5
STATE OF WISCONSIN )
) SS.
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared C. H.
BAKER and THOMAS H. FEHRING, to me personally known, who being by me severally
duly sworn, did say: that C. H. BAKER is a Vice President and THOMAS H.
FEHRING 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 C. H. BAKER
and THOMAS H. FEHRING severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Karen G. Paul
- ----------------------------------
Karen G. Paul
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 GENE
E. PLOEGER and AMY E. NOLDE, to me personally known, who being by me severally
duly sworn, did say: that GENE E. PLOEGER is an Assistant Vice President and
AMY E. NOLDE 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 GENE E. PLOEGER
and AMY E. NOLDE severally acknowledged said instrument to be the free act and
deed of said corporation.
/s/ Janice S. Grezinski
- ------------------------------------------
Janice S. Grezinski
Notary Public
State of Wisconsin
My Commission expires February 2, 1997
[Seal of Notary Public]
This instrument was drafted by James D. Zakrajsheck and Bruce C. Davidson
on behalf of Wisconsin Electric Power Company.
<PAGE> 1
EXHIBIT (99)-7
From: Mary Carpenter
Dec. 29, 1995
Done Deal--Wisconsin Electric/Wisconsin Natural Merger Official January 1
MILWAUKEE--With all regulatory matters cared for, the merger between
Wisconsin Electric Power Co. and Wisconsin Natural Gas Co. becomes official
Jan. 1, 1996. The name "Wisconsin Natural Gas Company" will no longer be used
when the natural gas operations becomes a business unit of Wisconsin Electric
Power Co.
Both companies are subsidiaries of Wisconsin Energy Corp. (WEC) The
merger was announced by WEC in January 1994 shortly after Wisconsin Natural
acquired Wisconsin Southern Gas Co. as a way to further position the company
for an evolving competitive energy marketplace. "Both the natural gas and the
electric industries are experiencing significant regulatory changes pointing
toward increased competition," says Chuck Govin, recently named vice president
of gas operations. "The merger of the two companies will allow us to take
advantage of cost-savings and enable us to offer customers better energy
services at competitive prices."
Customers previously served by both Wisconsin Natural and Wisconsin
Electric will receive electric and gas service as customers of Wisconsin
Electric. "Although the two companies officially become one on January 1,
many service-related changes have actually been phased in over the last two
years so many customers are already acclimated to the changes," says Kristine
Rappe, vice president, customer services. "For instance, phone calls for both
electric and gas service have been handled by Wisconsin Electric."
Some vehicles, buildings, and clothing worn by gas operation employees
will continue to display old logos and signs until the planned merger between
WEC and Northern States Power Co. to form Primergy is finalized. "We will
continue to communicate with our customers in many ways in the coming months
so that ongoing changes are less confusing," adds Rappe. "We expect to
maintain a high level of service quality to all customers throughout the
changes."
As a combined gas and electric provider, Wisconsin Electric serves about
2.3 million people in southeastern Wisconsin (including the Milwaukee area),
the Appleton area, the Prairie du Chien area, and portions of northeastern
Wisconsin and Michigan's Upper Peninsula.
# # #
TIMELINE
Jan. 1, 1994 - Racine-headquartered, Wisconsin Natural Gas Co. acquires
Wisconsin Southern Gas Co.
January 24, 1994 - WEC announces plans to merge Wisconsin Electric Power Co.
and Wisconsin Natural
May 1, 1995 - WEC announces plans to merge with Northern States Power Co.
Jan. 1, 1996 - WE/WN merger complete. Wisconsin Natural name is retired.
Electric and gas services are provided by Wisconsin
Electric.
