EIGHTH SUPPLEMENTAL INDENTURE FROM WISCONSIN PUBLIC SERVICE CORPORATION TO (SUCCESSOR TO FIRSTAR BANK, NATIONAL ASSOCIATION AND FIRSTAR BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION) TRUSTEE Dated as of December 1, 2008 SUPPLEMENTAL TO INDENTURE Dated...
Exhibit
(4.1)
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FROM
TO
U.S.
BANK NATIONAL ASSOCIATION
(SUCCESSOR
TO FIRSTAR BANK, NATIONAL ASSOCIATION AND
FIRSTAR
BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION)
TRUSTEE
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Dated
as of
December 1, 2008
SUPPLEMENTAL
TO INDENTURE
Dated
as of December 1, 1998
Senior
Debt
Securities
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This
EIGHTH
SUPPLEMENTAL INDENTURE is made as of the 1st
day of
December, 2008, by and between WISCONSIN PUBLIC SERVICE CORPORATION, a
corporation duly organized and existing under the laws of the State of Wisconsin
(the “Company”), and U.S. BANK NATIONAL ASSOCIATION (successor to Firstar Bank,
National Association and Firstar Bank Milwaukee, N.A., National Association),
a
national banking association 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, 6.375%
Series Due December 1, 2015 (the “Securities of the Series due 2015”);
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 Eighth 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 2015 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, 6.375% Series Due
December 1, 2015.”
(b) The
aggregate
principal amount of the Securities of the Series due 2015 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 initially be limited to One Hundred
and
Twenty-Five Million Dollars ($125,000,000), subject to the right of the Company
to reopen the Securities of the Series due 2015 for the issuance of additional
Securities of the Series due 2015 on the terms and subject to the conditions
specified below.
(c) The
Company shall
have the right to reopen the Securities of the Series due 2015 for the issuance
of additional Securities of such series (“Additional Securities of the Series
due 2015”). The issuance of any Additional Securities of the Series
due 2015 shall constitute a further issuance of, and will be consolidated with,
the Securities of the Series due 2015, so as to form a single
series. The Additional Securities of the Series due 2015 shall be
substantially in the form hereinafter recited, but may contain such changes
as
may be appropriate to reflect their date or dates of issuance. Where
appropriate references to the Securities of the Series due 2015 in this
Supplemental Indenture shall be deemed to include the Additional Securities
of
the Series due 2015.
2
(d) The
Securities of
the Series due 2015 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 2015
shall be The Depositary Trust Company.
(e) The
Stated Maturity
of the Securities of the Series due 2015 is December 1, 2015.
(f) The
Securities of
the Series due 2015 shall bear interest at the rate of 6.375% per annum, and
such interest shall accrue from December 5, 2008 (or from the most recent
Interest Payment Date to which interest on the Securities of the Series due
2015
has been paid or provided for). The Interest Payment Dates for the
Securities of the Series due 2015 shall be June 1 and December 1 in each year
commencing June 1, 2009, 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.
(g) Principal
of and
interest on the Securities of the Series due 2015 shall be payable in U.S.
Dollars at the Corporate Trust Office of the Trustee.
(h) The
Securities of
the Series due 2015 are subject to redemption in whole at any time or in part
from time to time at the option and direction 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 2015 to be redeemed or (ii) the sum of the present values
of
the remaining scheduled payments of principal and interest thereon (exclusive
of
interest accrued to the date of redemption), discounted to the Redemption Date
on a semi-annual basis (assuming a 360 day year of twelve 30-day months) at
the
Treasury Rate as hereinafter defined, plus fifty hundredths of one percent
(0.50%) plus in each case accrued and unpaid 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 (h):
“Treasury
Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis)
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 or securities selected
by an Independent Investment Banker as having an actual or interpolated 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 one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
3
“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average
of the Reference Treasury Dealer Quotations for the Redemption Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations for the
Redemption Date, or (ii) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all the quotations which the Trustee
obtains.
“Reference
Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, 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 Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York time, on the third business day preceding
such Redemption Date.
“Reference
Treasury
Dealer” means any primary U.S. Government securities dealer in the United States
(a “Primary Treasury Dealer”) selected by the Company.
(i) The
Securities of
the Series due 2015 shall not be subject to any sinking fund and shall not
be
redeemable at the option of the Holders thereof.
(j) The
Securities of
the Series due 2015 shall initially be issued in whole in the form of one or
more Global Securities. If individual securities of the Series due
2015 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.
(k) The
Related Series
of Collateral Bonds being delivered to the Trustee in connection with the
issuance of the Securities of the Series due 2015 is the Company’s First
Mortgage Bonds, Collateral Series H.
Such
Securities of
the Series due 2015 and Additional Securities of the Series due 2015, if any,
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 and
the
form of Securities for the Securities of the Series due 2015 and Additional
Securities of the Series due 2015, if any, 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 2015 One Hundred and Twenty-Five Million
Dollars ($125,000,000) aggregate principal amount of a related issue of
Collateral Bonds of the Company designated “First Mortgage Bonds, Collateral
Series H” (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
4
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 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 201.04(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 form 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 U.S. BANK NATIONAL
ASSOCIATION, as Trustee as aforesaid, has caused this Supplemental Indenture
to
be executed by one of its authorized signatories, as of December 1,
2008.
WISCONSIN
PUBLIC
SERVICE
CORPORATION
[SEAL]
By: /s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
President
and Chief Executive
Officer
ATTEST:
/s/ Xxxxx X. Xxxx
Xxxxx
X. Xxxx
Secretary
U.S.
BANK NATIONAL
ASSOCIATION
By: /s/
Xxxxx X. Xxxxxxx
Xxxxx
X. Xxxxxxx
Vice
President
7
APPENDIX
I
$___________
CUSIP:
No.
976843-BG6
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.*
8
Senior
Note, 6.375% Series Due December 1, 2015
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 ____________________, or registered assigns, the
principal sum of ____________________ on December 1, 2015 and to pay
interest thereon from December 5, 2008 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, 2009 at
the rate of 6.375% 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 6.375% 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 H (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 U.S. Bank 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 Mortgage Indenture, the rights of the Company and of the
Mortgage Trustee in respect thereof, the duties and immunities of the
applicable
9
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 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.
By
__________________________________
Attest:
_________________________________
[SEAL]
10
Form
of Trustee’s Certificate of Authentication.
Dated: December
5, 2008
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 a predecessor of U.S. Bank 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 One
Hundred and Twenty-Five Million Dollars ($125,000,000), subject to the right
of
the Company to reopen the Securities of this series for the issuance of
additional Securities of this series on the terms and subject to the conditions
specified in the Eighth Supplemental Indenture to the Indenture.
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 (exclusive of interest accrued to the date of
redemption), discounted to the Redemption Date on a semi-annual basis (assuming
a 360 day year of twelve 30-day months) at the Treasury Rate as defined in
the
Eighth Supplemental Indenture to the Indenture, plus fifty hundredths of one
percent (0.50%) 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.
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
11
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.
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.
12
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:_______________________________________
14
APPENDIX
II
No.
R-
$_____________
(Form
of Bond of Collateral Series H)
(Incorporated
under
the laws of the State of Wisconsin)
First
Mortgage
Bond, Collateral Series H
THE
FIRST MORTGAGE
BONDS, COLLATERAL SERIES H (HEREINAFTER, “COLLATERAL BONDS”), REPRESENTED
BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO U. S.
BANK
NATIONAL ASSOCIATION AS TRUSTEE (IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER
AN INDENTURE, DATED AS OF DECEMBER 1, 1998, BETWEEN THE COMPANY AND A
PREDECESSOR OF THE SENIOR TRUSTEE, AS PREVIOUSLY SUPPLEMENTED AND AS
SUPPLEMENTED BY THE EIGHTH SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER
1, 2008 (AS SO SUPPLEMENTED, THE “SENIOR INDENTURE”). THE COLLATERAL
BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS
OF
THE SENIOR NOTES, 6.375% SERIES DUE DECEMBER 1, 2015 (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
SECURITIES.
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 U.S. BANK NATIONAL ASSOCIATION, as trustee for the benefit
of
the holders of the Related Securities, or registered assigns (in such capacity,
the “Senior Trustee”), at the Corporate Trust Services Office of U.S. Bank
National Association, in Milwaukee, Wisconsin, on the 1st
day of
December, 2015, the sum of One Hundred Twenty-Five Million Dollars
($125,000,000) in lawful money of the United States of America, and to pay
interest thereon from the date hereof (i) at the rate of 0% per annum prior
to
December 5, 2008, and (ii) at the rate of 6.375% per annum from and after
December 5, 2008, in like money, until
15
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, 2009. 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 U.S. Bank
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: December 1, 2008
Wisconsin
public service corporation,
By:_____________________________
_______________ President
Attest:
_____________________________
____________
Secretary
16
(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.
U.S.
Bank 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
U.S.
Bank 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, 2008, 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 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
17
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 (exclusive of interest
accrued to the date of redemption), discounted to the redemption date on a
semi-annual basis (assuming a 360 day year of twelve 30-day months) at the
Treasury Rate (as defined in the Supplemental Indenture), plus fifty hundredths
of one percent (0.50%) plus in each case accrued and unpaid interest 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.
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
and
unpaid interest thereon to the redemption date. The redemption date
shall be the accelerated maturity date of the
18
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 corporate trust
services 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)
(Form
of Prepayment
Record)
PREPAYMENT
RECORD
Principal
Amount of
Bond $__________________
Date
of Maturity:
December 1, 2015
|
Prepayments
on Principal
|
||||||
|
Amount
|
Date
|
Balance
Outstanding
|
Signature
of Authorized
Officer
and Title
|
|||
19
