Exhibit
4.8
______________________________________________________________________________
WISCONSIN GAS
COMPANY
and
U.S. BANK NATIONAL
ASSOCIATION
As
Trustee
______________________
FIRST SUPPLEMENTAL
INDENTURE
Dated as of March
22, 2004
to
Indenture Dated as
of December 1, 2003
5.20% Debentures due December 1,
2015
______________________________________________________________________________
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 are parties to an Indenture,
dated as of December 1, 2003 (the "Original Indenture"), pursuant
to which the Company issued and the Trustee authenticated and
delivered $125 million principal amount of the Company's 5.20%
Debentures due December 1, 2015, which are, as of the date hereof,
currently outstanding (the "Securities"):
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 or the
Securities without the consent of any Securityholder to make any
change that does not materially adversely affect the rights of any
Securityholder;
WHEREAS, the Board of Directors of the Company has determined that
the amendments to the Indenture contained in this Supplemental
Indenture do not materially adversely affect the rights of any
Securityholder; 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 Securityholders:
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
