Exhibit
4.5
______________________________________________________________________________
WISCONSIN GAS
COMPANY
and
U.S. BANK NATIONAL
ASSOCIATION
(as successor to First Wisconsin Trust
Company)
As
Trustee
__________________
FIRST SUPPLEMENTAL
INDENTURE
Dated as of March
22, 2004
to
Indenture Dated as
of September 1, 1990
6.60% Debentures due September 15,
2013
6-3/8% Notes due November 1,
2005
5-1/2% Notes due January 15,
2009
______________________________________________________________________________
THIS FIRST SUPPLEMENTAL
INDENTURE (this "Supplemental Indenture") is made as of March 22,
2004, between WISCONSIN GAS COMPANY, a Wisconsin corporation (the
"Company"), as issuer, and U.S. BANK NATIONAL ASSOCIATION, a
national banking association (the "Trustee"), as
trustee.
RECITALS
WHEREAS, the Company and the Trustee (as successor trustee to First
Wisconsin Trust Company in accordance with Section 612 of the
Original Indenture) are parties to an Indenture, dated as of
September 1, 1990 (the "Original Indenture"), pursuant to which the
Company issued and the Trustee authenticated and delivered the
following securities which are, as of the date hereof, currently
outstanding (collectively, the "Securities"):
(a) $45 million principal amount of the Company's 6.60% Debentures
due September 15, 2013;
(b) $65 million principal amount of the Company's 6-3/8% Notes due
November 1, 2005; and
(c) $50 million principal amount of the Company's 5-1/2% Notes due
January 15, 2009;
WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company to convert its corporate
form from a Wisconsin corporation to a Wisconsin limited liability
company pursuant to Section 180.1161 of the Wisconsin Business
Corporation Law and Section 183.1207 of the Wisconsin Limited
Liability Company Act (the "Conversion");
WHEREAS, the Board of Directors of the Company has determined that
it is advisable to amend certain provisions of the Original
Indenture which may affect the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture, without the
consent of the Holders of the Securities, to make any change that
does not adversely affect in any material way the rights of any
Holder of the Securities;
WHEREAS, the Board of Directors of the Company has determined that
the amendments to the Original Indenture contained in this
Supplemental Indenture do not adversely affect in any material way
the rights of any Holder of the Securities; and
WHEREAS, this Supplemental Indenture has been duly authorized by
all necessary action on the part of the Company.
NOW, THEREFORE, the Company and the Trustee agree as follows for
the equal and ratable benefit of the Holders:
ARTICLE I
DEFINITIONS;
INTERPRETATION
SECTION 1.1 Definitions . Capitalized terms that are defined
in the preamble or the recitals hereto shall have such meanings
throughout this Supplemental Indenture. Capitalized terms used but
not defined in this Supplemental Indenture have the meanings
assigned thereto in the Original Indenture. The meanings assigned
to all defined terms used in this Supplemental Indenture shall be
equally applicable to both the singular and plural forms of such
defined terms. The term "Indenture" as used herein means the
Original Indenture as supplemented by this Supplemental Indenture,
or as otherwise supplemented or amended from time to time by one or
more indentures supplemental thereto or hereto entered into
pursuant to the applicable provisions of the Indenture.
SECTION 1.2 Interpretation . References in the Original
Indenture (including references in the Original Indenture as
amended and supplemented hereby) to "this Indenture" (and indirect
references such as "hereunder," "herein" and "hereof") shall be
deemed references to the Original Indenture as amended and
supplemented hereby. All of the covenants, agreements and
provisions of this Supplemental Indenture shall be deemed to be and
construed as part of the Original Indenture to the same effect as
if fully set forth therein and shall be fully enforceable in the
manner provided in the Original Indenture. Except as otherwise
provided in this Supplemental Indenture, all of the covenants,
agreements and provisions of the Original Indenture shall remain in
full force and effect.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments . The following provisions of the
Original Indenture are hereby amended, modified, supplemented or
replaced as follows:
(a) The
definition of "Board of Directors" contained in Article 100,
Section 101 of the Original Indenture is amended to read in its
entirety as follows: ""Board of Directors" means the board of
directors of the Company or any authorized committee thereof, or,
if the Company is not a corporation, the equivalent decision making
body thereof or authorized committee thereof."
(b) The
definition of "Common Stock" contained in Article 100, Section 101
of the Original Indenture is amended to add the following phrase at
the end of the sentence: ", or, if the Company is not a
corporation, the equivalent of such common stock."
(c)
The definition of "Company" contained in Article 100, Section 101
of the Original Indenture is amended to add the words "or other
entity" after each occurrence of the word "corporation."
(d) The
definition of "Consolidated Tangible Net Worth" contained in
Article 100, Section 101 of the Original Indenture is amended to
add the words "(or its equivalent if the Company is not a
corporation)" after the words "common stockholders'
equity."
(e)
The definition of "Officers' Certificate" contained in Article 100,
Section 101 of the Original Indenture is amended to read in its
entirety as follows: ""Officers' Certificate" means a certificate
signed by any one or more
