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FIRST SUPPLEMENTAL INDENTURE
FROM
WISCONSIN PUBLIC SERVICE CORPORATION
TO
FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION
TRUSTEE
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Dated as of December 1, 1998
SUPPLEMENTAL TO INDENTURE
Dated as of December 1, 1998
Senior Debt Securities
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This FIRST SUPPLEMENTAL INDENTURE is made as of the 1st day of
December, by and between WISCONSIN PUBLIC SERVICE CORPORATION, a corporation
duly organized and existing under the laws of the State of Wisconsin (the
"Company"), and FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION, a
corporation duly organized and existing under the laws of the United States,
as trustee (the "Trustee").
RECITALS OF THE COMPANY:
WITNESSETH: that
The Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of December 1, 1998; and
Section 3.1 of the Indenture provides that Securities may be issued
from time to time in series pursuant to a supplemental indenture specifying
the terms of each series of Securities; and
The Company desires to establish a series of Securities to be
designated "Senior Notes, 6.08% Series Due December 1, 2028" (the "Securities
of the Series due 2028"); and
Section 10.1 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes,
among others, of establishing the form or terms of Securities of any series
and adding to the covenants of the Company; and
The execution and delivery of this First Supplemental Indenture
(herein, this "Supplemental Indenture") has been duly authorized by a Board
Resolution;
NOW, THEREFORE, this Supplemental Indenture
WITNESSETH, that, in order to set forth the terms and conditions
upon which Securities of the Series due 2028 are, and are to be,
authenticated, issued and delivered, and in consideration of the sum of one
dollar duly paid to it by the Trustee at the execution of this Supplemental
Indenture, the receipt whereof is hereby acknowledged, the Company covenants
and agrees with the Trustee for the equal and proportionate benefit of the
respective Holders from time to time of such Securities as follows:
1
ARTICLE I
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.1.
This Supplemental Indenture constitutes an integral part of the
Indenture.
SECTION 1.2.
For all purposes of this Supplemental Indenture:
(a) Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to such terms in the Indenture;
(b) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder,"
and "herewith" refer to this Supplemental Indenture.
ARTICLE II
THE SECURITIES
There is hereby established a series of Securities pursuant to
Section 3.01 of the Indenture as follows:
(a) The title of the Securities of the series hereby established
is "Senior Notes, 6.08% Series Due December 1, 2028."
(b) The aggregate principal amount of the Securities of the Series
due 2028 which may be authenticated and delivered under the Indenture (except
for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of other Securities of such series pursuant to
Sections 2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall be limited to Fifty
Million Dollars ($50,000,000).
(c) The Securities of the Series due 2028 are to be issued in
permanent global form without coupons. The beneficial owners of interests in
such permanent Global Security or Securities may not exchange such interests
for Securities of such series other than in the manner provided in Section
2.05 of the Indenture. The Depositary for the Securities of the Series due
2028 shall be The Depositary Trust Company.
(d) The Stated Maturity of the Securities of the Series due 2028
is December 1, 2028.
(e) The Securities of the Series due 2028 shall bear interest at
the rate of 6.08% per annum and such interest shall accrue from December 1,
1998 (or from the most recent Interest Payment Date to which interest on the
Securities of the Series due 2028 has
2
been paid or provided for). The Interest Payment Dates for the Securities of
the Series due 2028 shall be June 1 and December 1 in each year commencing
June 1, 1999, and the Regular Record Date for the interest payable on any
Interest Payment Date shall be the fifteenth day (whether or not a Business
Day) preceding such Interest Payment Date.
(f) Principal of and interest on the Securities of the Series due
2028 shall be payable in U.S. Dollars at the Corporate Trust Office of the
Trustee.
(g) The Securities of the Series due 2028 are subject to
redemption in whole at any time or in part from time to time at the option of
the Company at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities of the Series due 2028 to be redeemed or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the Redemption Date on a
semi-annual basis (assuming a 360 day year of twelve 30-day months) at the
treasury yield as hereinafter defined, plus two-tenths of one percent (.20%)
plus in each case accrued interest to the Redemption Date. Such Redemption
Date shall be set forth in an Officers' Certificate delivered to the Trustee
on or before the Redemption Date and upon which the Trustee may conclusively
rely.
For purposes of this paragraph (g):
"Treasury Yield" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means Xxxxxxx
Xxxxx Xxxxxx Inc. or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, one of the remaining Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations for such Redemption Date, or (B) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations. "Reference Treasury Dealer Quotations" means,
with respect to each
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Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means (i) each of Xxxxxxx Xxxxx Barney
Inc. ("Salomon") and any other primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer") designated by, and not affiliated
with, Salomon, PROVIDED, HOWEVER, that if Salomon or any of its designees
shall cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer selected by the Company.
(h) The Securities of the Series due 2028 shall not be subject to
any sinking fund and shall not be redeemable at the option of the Holders
thereof.
(i) The Securities of the Series due 2028 shall initially be
issued in whole in the form of one or more Global Securities. If individual
securities of the Series due 2028 are issued under the conditions specified
in Section 2.05 of the Indenture, individual certificates will be issued in
denominations of $1,000 or any integral multiple thereof.
(j) The Related Series of Collateral Bonds being delivered to the
Trustee in connection with the issuance of the Securities of the Series due
2028 is the Company's First Mortgage Bonds, Collateral Series A.
Such Securities shall be initially authenticated and delivered from
time to time upon delivery to the Trustee of the documents required by
Section 3.1 of the Indenture, the form of Securities for the Securities of
the Series due 2028 substantially in the form of Security attached hereto as
Appendix I, which is incorporated herein by reference.
ARTICLE III
TRANSFER OF COLLATERAL BONDS
The Company hereby issues, delivers and transfers to the Trustee in
connection with the issuance of the Securities of the Series due 2028 Fifty
Million Dollars ($50,000,000) aggregate principal amount of a related issue
of Collateral Bonds of the Company designated "First Mortgage Bonds,
Collateral Series A" (each, a "Related Issue," as to the series of Securities
it secures, and, the "Collateral Bonds"), which has been fully registered in
the name of the Trustee in such capacity, to be held in trust for the benefit
of the Holders from time to time of the Related Issue of Securities and, if
such transfer does not constitute a sale of the Collateral Bonds to the
Trustee, the Company hereby grants a perfected security interest in the
Collateral Bonds for the benefit of such Holders, in each case as security
for any and all obligations of the Company under the Indenture, this
Supplemental Indenture and the Related Issue of Securities, including but not
limited to (1) the full and prompt payment of the interest on, principal of,
and premium, if any, on such Related Issue of Securities when and as the same
shall become due and payable in accordance with the terms and provisions of
the
4
Indenture and this Supplemental Indenture and such Related Issue of
Securities, either at the Stated Maturity thereof, upon acceleration of the
maturity thereof or upon redemption, and (2) the full and prompt payment of
any interest on such Related Issue of Securities when and as the same shall
become due and payable in accordance with the terms and provisions of the
Indenture and this Supplemental Indenture and such Related Issue of
Securities. The Trustee shall enforce all of its rights under the First
Mortgage Indenture as a holder of each Related Issue of Collateral Bonds
transferred to it as provided in this Article III for the benefit of the
Holders of the respective Related Issue of Securities and the proceeds of the
enforcement of such rights shall be applied by the Trustee to satisfy the
Company's obligations under the Indenture, this Supplemental Indenture, and
such Related Issue of Securities.
The Company shall make payments of the principal of, and premium or
interest on each of the Collateral Bonds to the Trustee, which payments shall
be applied by the Trustee to satisfaction of all obligations then due on the
respective Related Issue of Securities.
The Collateral Bonds shall not be sold or transferred by the
Trustee until the earlier of the Release Date or the prior retirement of the
Related Issue of Securities through redemption, repurchase or otherwise.
Without limiting the generality of the foregoing, in no event shall the
Collateral Bonds be sold or become the absolute property of any person in
violation of the applicable provisions of Section 182.04(2) of the Wisconsin
Statutes or any successor statutory provision. The "Release Date" shall be
the date that all First Mortgage Bonds of the Company issued and outstanding
under the First Mortgage Indenture, other than the Collateral Bonds, have
been retired (at, before or after the maturity thereof) through payment,
redemption or otherwise, provided that no Default or Event of Default has
occurred and, at such time, is continuing under the Indenture.
A copy of the forms of Collateral Bond is attached hereto as
Appendix II and its terms are hereby incorporated by reference herein.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1.
The Trustee has accepted the amendment of the Indenture effected by
this Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth
in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect of any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the
Company, or for or with respect to (a) the validity or sufficiency of this
Supplemental Indenture or any of the terms or provisions hereof, (b) the
proper authorization hereof by the Company by corporate action or otherwise,
and (c) the due execution hereof by the Company.
5
SECTION 4.2.
This Supplemental Indenture shall be construed in connection with
and as a part of the Indenture.
SECTION 4.3.
(a) If any provision of this Supplemental Indenture conflicts with
another provision of the Indenture required to be included in indentures
qualified under the Trust Indenture Act of 1939, as amended (as enacted prior
to the date of this Supplemental Indenture), by any of the provisions of
Sections 310 to 317, inclusive, of said act, such required provision shall
control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the Securities issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.
SECTION 4.4.
Whenever in this Supplemental Indenture either of the parties
hereto is named or referred to, such name or reference shall be deemed to
include the successors or assigns of such party, and all the covenants and
agreements contained in this Supplemental Indenture by or on behalf of the
Company or by or on behalf of the Trustee shall bind and inure to the benefit
of the respective successors and assigns of such parties, whether so
expressed or not.
SECTION 4.5.
(a) This Supplemental Indenture may be simultaneously executed in
several counterparts, and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.
(b) The descriptive headings of the several Articles of this
Supplemental Indenture were formulated, used and inserted in this
Supplemental Indenture for convenience only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
6
IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION has caused
this Supplemental Indenture to be executed by its Chairman, Chief Executive
Officer, President, Vice Chairman or a Vice President, or any other officer
selected by the Board of Directors, and its corporate seal to be hereunto
affixed, duly attested by its Secretary or an Assistant Secretary, and
FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION, as Trustee as aforesaid,
has caused this Supplemental Indenture to be executed by one of its
authorized signatories, as of December 1, 1998.
WISCONSIN PUBLIC SERVICE
CORPORATION
By:
/s/ Xxxxxx X Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President-Finance
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
Secretary
FIRSTAR BANK MILWAUKEE, N.A.,
NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Assistant Vice President
ATTEST:
/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Secretary
7
APPENDIX I
CUSIP:
No.
$__________
THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.*
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (55
XXXXX XXXXXX, XXX XXXX, XXX XXXX), TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.*
* To be included so long as Security is a Global Security.
8
WISCONSIN PUBLIC SERVICE CORPORATION
Senior Note, 6.08% Series Due December 1, 2028
WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized
and existing under the laws of Wisconsin (herein called the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Fifty Million Dollars on December 1,
2028 and to pay interest thereon from December 1, 1998 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year, commencing June 1,
1999, at the rate of 6.08% per annum, until the principal hereof is paid or
made available for payment and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of 6.08% per annum on any
overdue principal and premium and on any overdue installment of interest.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the close of business on the fifteenth calendar day
next preceding such Interest Payment Date (whether or not such day is a
Business Day). Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the Trustee
maintained for that purpose, in Milwaukee, Wisconsin, in Dollars, provided,
however, that at the option of the Company payment of interest may be made by
wire transfer of immediately available funds into the account specified by
the Depositary so long as this note is in the form of Global Security and
otherwise by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.
Prior to the Release Date (as hereinafter defined), the Securities
will be secured by First Mortgage Bonds, Collateral Series A (the "Collateral
Bonds"), issued and delivered by the Company to the Trustee for the benefit
of the Holders of the Securities (as defined herein), issued under the First
Mortgage and Deed of Trust dated January 1, 1941, from the Company to First
Wisconsin Trust Company (subsequently succeeded by Firstar Bank Milwaukee,
N.A., National Association), Milwaukee, Wisconsin, as supplemented and
amended by the supplemental indentures thereto (the "First Mortgage
Indenture"). Reference is made to the First Mortgage Indenture and the
Indenture for a description of the rights of the Trustee as
9
holder of the Collateral Bonds, the property mortgaged and pledged under the
First Mortgage Indenture, the rights of the Company and of the Mortgage
Trustee in respect thereof, the duties and immunities of the applicable
Mortgage Trustee, the terms and conditions upon which the Collateral Bonds
are held by the Trustee for the benefit of the Holders of Securities, and the
circumstances under which additional First Mortgage Bonds may be issued.
FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN
COLLATERAL BONDS) ISSUED UNDER THE FIRST MORTGAGE INDENTURE HAVE BEEN RETIRED
THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE
BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE
FIRST MORTGAGE INDENTURE) AT, BEFORE OR AFTER THE MATURITY THEREOF AND
PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT UNDER THE INDENTURE HAS OCCURRED
AND IS CONTINUING (THE "RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO
SECURE THE SECURITIES IN ANY MANNER, AND, AT THE OPTION OF THE COMPANY, THE
SECURITIES EITHER (a) WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE
COMPANY OR (b) WILL BE SECURED BY FIRST MORTGAGE BONDS ISSUED UNDER AN
INDENTURE OTHER THAN THE FIRST MORTGAGE INDENTURE. IN CERTAIN CIRCUMSTANCES
PRIOR TO THE RELEASE DATE AS PROVIDED IN THE INDENTURE, THE COMPANY IS
PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF AN ISSUE OF COLLATERAL
BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN
AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OUTSTANDING OF THE RELATED
ISSUE OF SECURITIES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL
BONDS.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
WISCONSIN PUBLIC SERVICE CORPORATION
By
--------------------------------
Attest:
[SEAL]
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10
Form of Trustee's Certificate of Authentication.
Dated: _______________
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
As Trustee
By
---------------------------------------
Authorized Signatory
FORM OF REVERSE OF SECURITY.
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of December 1, 1998 (herein
called the "Indenture"), between the Company and Firstar Bank Milwaukee,
N.A., National Association, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
on the face hereof, limited in aggregate principal amount to $50,000,000.
The Securities of this series are subject to redemption upon not
less than 30 nor more than 45 days' notice by first class mail, in whole at
any time or in part from time to time at the option of the Company at a
Redemption Price equal to the greater of (i) 100% of the principal amount of
the Securities of this series to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semiannual basis (assuming a 360 day
year consisting of twelve 30-day months) at the Treasury Yield (as defined in
the First Supplemental Indenture to the Indenture) plus two-tenths of one
percent (.20%), plus in each case accrued and unpaid interest to the
Redemption Date.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.
11
If any Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall
be legally enforceable), all of the Company's obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this
series shall terminate.
This Security is subject to Defeasance as described in the Indenture.
The Indenture may be modified by the Company and the Trustee
without consent of any Holder with respect to certain matters as described in
the Indenture. In addition, the Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders
of a majority in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series,
to waive certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall bind such
Holder and all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for
the same Stated Maturity and aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
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No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture imposes certain limitations on the ability of the
Company to, among other things, merge or consolidate with any other Person or
sell, assign, transfer or lease all or substantially all of its properties or
assets. All such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in the Indenture.
A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Security or the Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder, by accepting
a Security, waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of this Security.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures ("CUSIP"), the Company has caused
CUSIP numbers to be printed on the Securities of this series as a convenience
to the Holders of the Securities of this series. No representation is made
as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.
All capitalized terms used in this Security without definition
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
13
ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to
(Insert assignee's social security or tax I.D. number)
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________________ agent
to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:_______________________ Your Signature:_________________________________
(Sign exactly as your
name appears on the other
side of this Security)
Signature Guaranty:____________________________________________________
[Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Transfer Agent, which requirements will include
membership or participation in STAMP or such other
signature guarantee program as may be determined by the
Transfer Agent in addition to, or in substitution for,
STAMP, all in accordance with the Exchange Act.]
Social Security Number or Taxpayer Identification
Number:_______________________________________
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APPENDIX II
Principal Amount
No. R- $___________
(Form of Bond of Collateral Series A)
WISCONSIN PUBLIC SERVICE CORPORATION
(Incorporated under the laws of the State of Wisconsin)
First Mortgage Bond, Collateral Series A
THE FIRST MORTGAGE BONDS, COLLATERAL SERIES A (HEREINAFTER, "COLLATERAL
BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY
THE COMPANY TO FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION AS TRUSTEE
(IN SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN INDENTURE, DATED AS OF
DECEMBER 1, 1998, BETWEEN THE COMPANY AND THE SENIOR TRUSTEE, AS SUPPLEMENTED
BY THE FIRST SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER 1, 1998 (AS
SO SUPPLEMENTED, THE "SENIOR INDENTURE"). THE COLLATERAL BONDS ARE TO BE
HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $50,000,000
AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES, 6.08% SERIES DUE DECEMBER 1, 2028
(THE "RELATED SECURITIES") ISSUED PURSUANT TO THE SENIOR INDENTURE.
THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR SENIOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED
BELOW) OR THE PRIOR RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION,
REPURCHASE OR OTHERWISE.
THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS
SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON
THE RELATED SECURITIES.
THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
NOTES.
WISCONSIN PUBLIC SERVICE CORPORATION, a corporation organized and
existing under the laws of the State of Wisconsin (hereinafter called the
Company), for value received,
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hereby promises to pay to FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION,
as trustee for the benefit of the holders of Related Securities, or
registered assigns (in such capacity, the "Senior Trustee"), on the 1st day
of December, 2028, the sum of _____________________ DOLLARS ($___________) in
lawful money of the United States of America, and to pay interest thereon
from the date hereof at the rate of six and eight hundredths per cent (6.08%)
per annum, in like money, until the principal hereof becomes due and payable,
said interest being payable on the 1st day of June and on the 1st day of
December in each year commencing June 1, 1999. The principal and interest so
payable on any June 1 or December 1 will be paid to the person or entity in
whose name this bond is registered, at the address thereof as it appears on
the Company's books for registration and registration of transfer.
The provisions of this bond are continued on the reverse hereof or
attached pages and such continued provisions shall for all purposes have the
same effect as though fully set forth at this place.
This bond shall not be valid or become obligatory for any purpose
unless and until Firstar Bank Milwaukee, N.A., National Association
(successor to First Wisconsin Trust Company), as Trustee under the Indenture,
or its successors thereunder, shall have signed the certificate of
authentication endorsed hereon.
IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION has caused
this bond to be signed in its name by the manual or facsimile signature of
its President or a Vice President and its corporate seal or a facsimile
thereof to be hereto affixed and attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.
Dated as of:
WISCONSIN PUBLIC SERVICE CORPORATION,
By:
______ President
Attest:
_____________________________
____________ Secretary
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(FORM OF TRUSTEE'S CERTIFICATE)
This bond is one of the bonds of the series designated therein,
described in the within mentioned Indenture and Supplemental Indenture.
FIRSTAR BANK MILWAUKEE, N.A.,
NATIONAL ASSOCIATION,
As Trustee
By:
--------------------------------
Authorized Signature
(TEXT APPEARING ON REVERSE SIDE OF BOND OR ATTACHED PAGES)
This bond is one of a duly authorized issue of bonds of the
Company, known as its First Mortgage Bonds, of the Series and designation
indicated on the face hereof, which issue of bonds consists, or may consist,
of several series of varying denominations, dates and tenors, all issued and
to be issued under and equally secured (except in so far as a sinking fund,
or similar fund, established in accordance with the provisions of the
Indenture, may afford additional security for the bonds of any specific
series) by a First Mortgage and Deed of Trust (herein called the "Indenture")
dated as of January 1, 1941, executed by the Company to First Wisconsin Trust
Company (subsequently succeeded by Firstar Bank Milwaukee, N.A., National
Association, herein called the Trustee), as Trustee, to which Indenture and
all instruments supplemental thereto reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of
the security, the rights of the holders of the bonds as to such security, and
the terms and conditions upon which the bonds may be issued under the
Indenture and any instruments supplemental thereto and are secured. The
principal hereof may be declared or may become due on the conditions, in the
manner and at the time set forth in the Indenture, upon the happening of a
completed default as in the Indenture provided. This bond is one of a series
created by a Supplemental Indenture (herein called the "Supplemental
Indenture") dated as of December 1, 1998, between the Company and the
Trustee, which is supplemental to the Indenture.
The Senior Trustee has agreed pursuant to the Senior Indenture to
hold the Bonds of this Series as collateral for the benefit of the holders of
the Related Securities under all circumstances and not to transfer (except to
a successor trustee) such Bonds until the earlier of the Release Date or the
prior retirement of the Related Securities through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage Bonds
of the Company issued and outstanding under the Indenture, other than the
Bonds of this Series and other Bonds pledged as security for Securities
issued under the Senior Indenture (collectively "Collateral Bonds"), have
been retired (at, before or after the maturity thereof)
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through payment, redemption or otherwise provided that no default or event of
default has occurred and is continuing under the Senior Indenture. On the
Release Date, the Senior Trustee shall deliver to the Company for
cancellation all Collateral Bonds, and the Company shall cause the Senior
Trustee to provide notice to all holders of Related Securities of the
occurrence of the Release Date. As a result, on the Release Date, the Bonds
of this Series shall cease to secure the Related Securities. Following the
Release Date, the Company shall cause the Indenture to be discharged, and the
Company shall not issue any additional Collateral Bonds thereunder, and from
and after the Release Date, the Company's obligations in respect of the
Collateral Bonds shall be satisfied and discharged.
With the consent of the Company and to the extent permitted by and
as provided in the Indenture and/or any instruments supplemental thereto, the
rights and obligations of the Company and/or of the holders of the bonds,
and/or terms and provisions of the Indenture and/or of any instruments
supplemental thereto may be modified or altered by consent of the holders of
at least seventy percent (70%) in principal amount of the bonds then
outstanding under the Indenture and any instruments supplemental thereto
(excluding bonds challenged and disqualified from voting by reason of the
interest of the Company or of certain related persons therein as provided in
the Indenture); provided that no such modification or alteration shall permit
the extension of the maturity of the principal of this bond or the reduction
in the rate of interest hereon or any other modification in the terms of
payment of such principal or interest or the taking of certain other action
as more fully set forth in the Indenture without the consent of the holder
hereof.
The Company and the Trustee may deem and treat the person in whose
name this bond is registered as the absolute owner hereof for the purpose of
receiving payment of or on account of the principal hereof and interest
hereon and for all other purposes, and shall not be affected by any notice to
the contrary.
The bonds of this Series are subject to redemption, prior to
maturity, at the option of the Company in whole at any time or in part from
time to time, upon payment of a redemption price equal to the greater of (i)
100% of the principal amount of the bonds to be redeemed or (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360 day year consisting of twelve 30-day months) at the Treasury
Yield (as defined in the Supplemental Indenture) plus two-tenths of one
percent (.20%), plus in each case accrued interest thereon to the redemption
date, all subject to the conditions and as more fully set forth in the
Indenture and the Supplemental Indenture.
Notice of any such redemption shall be hand delivered or mailed not
less than thirty (30) days prior to the redemption date to the registered
owner of the bonds so to be redeemed, at its address as the same shall appear
on the Company's books for registration and registration of transfer, all
subject to the conditions and as more fully set forth in the Indenture and in
the Supplemental Indenture, except that no newspaper publication shall be
required.
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In the event that an event of default under Section 6.01 of the
Senior Indenture has occurred and is continuing, and the Senior Trustee has
declared the principal of all of the Related Securities then outstanding
immediately due and payable (or such principal has become ipso facto
immediately due and payable) under Section 6.02 of the Senior Indenture, then
the Company shall call for redemption and redeem all of the bonds of this
series then outstanding at a price equal to 100% of the principal amount
thereof, together with accrued interest thereon to the redemption date. The
redemption date shall be the accelerated maturity date of the Related
Securities, and no prior notice of such redemption to the Trustee or the
Senior Trustee shall be required.
This bond is nontransferable except to the Senior Trustee and
successor trustees thereto. To the extent that it is transferable, it is
transferable by the registered owner hereof in person or by attorney duly
authorized in writing, on books of the Company to be kept for that purpose at
the principal office of the Trustee at Milwaukee, Wisconsin, upon surrender
hereof for cancellation at said office and upon presentation of a written
instrument of transfer duly executed. Thereupon the Company shall issue in
the name of the transferee, and the Trustee shall authenticate and deliver, a
new registered bond or bonds without coupons of the same maturity and
interest rate and of equal aggregate principal amount. Any such transfer
shall be subject to the terms and conditions specified in the Indenture and
the Supplemental Indenture.
No recourse shall be had for the payment of principal of, premium,
if any, or interest on this bond, or any part thereof, or of any claim based
hereon or in respect hereof or of the Indenture or any instrument
supplemental thereto, against any incorporator, or any past, present or
future stockholder, officer or director of the Company or of any predecessor
or successor corporation, either directly or through the Company, or through
any such predecessor or successor corporation, or through any receiver or a
trustee in bankruptcy, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as a part of the
consideration for the issue hereof, expressly waived and released, as more
fully provided in the Indenture.
(END OF TEXT OF BOND)
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