EXHIBIT 4C
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FIRST SUPPLEMENTAL INDENTURE
FROM
WISCONSIN PUBLIC SERVICE CORPORATION
TO
FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION
TRUSTEE
-----------------------
Dated as of December ___, 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 ____ 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 Secured Notes, ___% Series Due ___________, _____" (the
"Securities of the Series due _________"); 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 _________ 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:
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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 Secured Notes, ____% Series Due ________."
(b) The aggregate principal amount of the Securities of the Series
due _____ 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 _____ 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
_____ shall be The Depositary Trust Company.
(d) The Stated Maturity of the Securities of the Series due _____
is _________.
(e) The Securities of the Series due _____ shall bear interest at
the rate of ____% per annum and such interest shall accrue from ___________
(or from the most recent Interest Payment Date to which interest on the
Securities of the Series due _____ has been paid or provided for). The
Interest Payment Dates for the Securities of the Series due _____ shall
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be ________ and ________ in each year commencing _________, 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
_____ shall be payable in U.S. Dollars at the Corporate Trust Office of the
Trustee.
(g) The Securities of the Series due _____ are not redeemable at
the option of the Company prior to _________.
[The Securities of the Series due _____ are redeemable at the option of
the Company without premium or penalty in whole or in part at any time on or
after _________.]
(h) The Securities of the Series due _____ 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 _____ shall initially be
issued in whole in the form of one or more Global Securities. If individual
securities of the Series due _____ 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
_____ 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 _____ 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 ___________
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 Indenture and this Supplemental Indenture and such Related Issue of
Securities, either at the Stated Maturity thereof, upon acceleration of the
maturity thereof or
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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. 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.
SECTION 4.2.
This Supplemental Indenture shall be construed in connection with
and as a part of the Indenture.
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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.
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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 ___, 1998.
WISCONSIN PUBLIC SERVICE
CORPORATION
By: ____________________________________
Name:
Title:
ATTEST:
_________________________
Secretary
FIRSTAR BANK MILWAUKEE, N.A.,
NATIONAL ASSOCIATION
By: ___________________________________
Name:
Title:
ATTEST:
__________________________
Name:
Title:
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APPENDIX I
CUSIP:
No. R-1
$50,000,000
THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (55 XXXXX XXXXXX, XXX
XXXX, XXX XXXX), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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WISCONSIN PUBLIC SERVICE CORPORATION
Senior Secured Note, ___% Series Due ___________
No. _________ [$] _________
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
___________________ and to pay interest thereon from
_________________________________ 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 ______________, at the rate of
_____% 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 ____% 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 holder of the
Collateral Bonds, the property mortgaged and pledged under the First
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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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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 [not] subject to redemption
[upon not less than 30 nor more than 45 days' notice by first class mail, in
whole or in part at any time on or after __________, _____, at the election
of the Company at a Redemption Price equal to 100% of the principal amount of
the Securities to be redeemed together with 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.]
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
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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.
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
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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.
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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)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
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(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
No. R-1
Principal Amount
$50,000,000
(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
No._____________ $___________
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 __, 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 $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR
SECURED NOTES ____% SERIES DUE DECEMBER 1, _____ (THE "RELATED SECURITIES")
ISSUED PURSUANT TO THE SENIOR INDENTURE.
THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR SENIOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED
BELOW) OR THE PRIOR RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION,
REPURCHASE OR OTHERWISE.
THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED SECURITIES.
THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
NOTES.
WISCONSIN PUBLIC SERVICE CORPORATION, a corporation organized and
existing under the laws of the State of Wisconsin (hereinafter called the
Company), for value received, hereby promises to pay to FIRSTAR BANK
MILWAUKEE, N.A., NATIONAL
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ASSOCIATION, as trustee for the benefit of the holders of Related Securities,
or registered assigns (in such capacity, the "Senior Trustee"), on the ______
day of _________, ____, the sum of _____________________ DOLLARS
($___________) in lawful money of the United States of America, and to pay
interest thereon from the date hereof at the rate of _____________ per cent
(_____%) per annum, in like money, until the principal hereof becomes due and
payable, said interest being payable on the _____ day of ___________ and on
the _____ day of __________ in each year commencing __________, 1999. The
principal and interest so payable on any ________ 1 or _________ 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) through payment,
redemption or otherwise provided that no default or event of default has
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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 [not] subject to redemption, prior to
maturity, at the option of the Company
[from time to time, in whole or in part on any date on or after __________,
_____, upon payment of 100% of the principal amount thereof, together with
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 forty-five (45) 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.
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
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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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