SIXTH 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, 2006 SUPPLEMENTAL TO INDENTURE Dated as...
Exhibit
4.2
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SIXTH
SUPPLEMENTAL INDENTURE
FROM
WISCONSIN
PUBLIC SERVICE CORPORATION
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, 2006
SUPPLEMENTAL
TO INDENTURE
Dated
as of
December 1, 1998
Senior
Debt
Securities
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This
SIXTH
SUPPLEMENTAL INDENTURE is made as of the 1st day of December, 2006, 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, 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 to the Trustee the Indenture (hereinafter
referred to as the “Indenture”), made as of December 1, 1998;
and
Section
3.01 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, Series Due
February 1, 2013” (the “Securities of the Series due February 1,
2013”); and
Section
10.01 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
Company and the
Village of Weston, Wisconsin (the “Village”) have entered into a Third Amendment
to Loan Agreement (as hereinafter defined) pursuant to which the Company has
agreed to issue the Securities of the Series due February 1, 2013 subject to
certain terms and conditions; and
The
execution and
delivery of this Sixth 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 February 1, 2013 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) The
following terms
shall, for all purposes of this Supplemental Indenture, have the following
meanings unless the context otherwise requires:
The
term “1954
Code” means the Internal Revenue Code of 1954 as in effect immediately prior to
the effective date of the Tax Reform Act of 1986.
The
term “Projects”
means those of the facilities described in Exhibit A to the Third Amendment
to
Loan Agreement which are refinanced with the Series 2006 Village
Bonds.
The
term “Series
2006 Village Bonds” means the Village of Weston, Wisconsin Pollution Control
Refunding Revenue Bonds, Series 2006 (Wisconsin Public Service Corporation
Projects), to be authenticated and delivered under and pursuant to the 2006
Village Indenture in the principal amount of $22,000,000.
The
term “Third
Amendment to Loan Agreement” means the Third Amendment to Loan Agreement, dated
as of December 1, 2006, between the Village and the Company.
The
term “Village”
means the Village of Weston, a municipal corporation and political subdivision
duly organized and existing under the laws of the State of Wisconsin (and which
is successor to the Town of Weston), located within the County of Marathon
of
the State of Wisconsin.
The
term “2006
Village Indenture” means the Indenture of Trust, dated as of December 1,
2006, between the Village and U.S. Bank National Association, as 2006 Village
Indenture Trustee.
The
term “2006
Village Indenture Trustee” means the person, corporation or banking association
acting as trustee from time to time under the 2006 Village
Indenture.
The
term “2006
Village Revenue Agreement” means the Loan Agreement, dated as of April 1, 1981,
between the Village and the Company, as previously amended and as amended by
the
Third Amendment to Loan Agreement.
(b) Capitalized
terms
used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Indenture;
2
(c) All
references
herein to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this Supplemental Indenture;
and
(d) 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, Series due
February 1, 2013.”
(b) The
aggregate
principal amount of the Securities of the Series due February 1, 2013 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 of the Indenture) shall be limited to
Twenty-Two Million Dollars ($22,000,000).
(c) The
Securities of
the Series due February 1, 2013 are to be issued in registered form without
coupons, in denominations of $5,000 and integral multiples thereof, and shall
be
substantially in the form of Appendix I
attached hereto,
which is incorporated herein by reference.
(d) The
Stated Maturity
of the Securities of the Series due February 1, 2013 is
February 1, 2013.
(e) The
Securities of
the Series due February 1, 2013 shall bear interest at the rate of 3.95%
per annum and
such interest
shall accrue from December 14, 2006 (or from the most recent Interest Payment
Date to which interest on the Securities of the Series due February 1, 2013
has been paid or provided for). The Interest Payment Dates for the Securities
of
the Series due February 1, 2013 shall be February 1 and August 1
in each year commencing February 1, 2007, 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 February 1, 2013 shall be
payable in Dollars to the 2006 Village Indenture Trustee at its address
appearing on the books for registration and registration of transfer at the
Corporate Trust Office of the Trustee. The Securities of the Series due February
1, 2013 shall be non-transferable except as may be required to effect a transfer
to any successor 2006 Village Indenture Trustee.
(g) The
Securities of
the Series due February 1, 2013 shall be subject to redemption at any time
at
the option and direction of the Company, as a whole and not in part, at a
Redemption Price equal to 100% of the principal amount thereof, together with
accrued interest to the Redemption Date, if any one or more of the following
events shall have occurred:
3
(i) Unit
3 (“Unit 3”)
at the Company’s coal-fired power plant located in Marathon County, Wisconsin
and known as the Weston Power Plant shall have been damaged or destroyed to
such
an extent that, in the opinion of the Board of Directors of the Company, it
cannot reasonably be restored within six months to the condition thereof
immediately preceding such damage or destruction;
(ii) Unit
3 shall have
been damaged or destroyed to such an extent that normal operation of Unit 3
is
thereby prevented for a period of at least six months;
(iii) title
to, or
temporary use of, all or substantially all of Unit 3 shall have been taken
under
the power of eminent domain or sold under the threat of such taking, or there
shall be a taking of any part of the Projects or other property interest of
the
Company in connection with which Unit 3 is used as results or is likely to
result in the inability to carry on normal operation of Unit 3 for a period
of
at least six months;
(iv) the
2006 Village
Revenue Agreement shall become void or unenforceable or impossible of
performance in accordance with the intent and purpose of the parties as
expressed therein, or unreasonable burdens or excessive liabilities related
to
the 2006 Village Revenue Agreement or the Projects shall be imposed on the
Village or the Company as a result of any change in the Constitution of the
State of Wisconsin or the Constitution of the United States of America or as
a
result of any legislative, administrative or judicial action;
(v) a
final order or
decree of any court or administrative body shall require that a substantial
part
of the operations at Unit 3 cease or be terminated to such extent that normal
operation of Unit 3 will be, or is likely to be, prevented for a period of
at
least six months;
(vi) changes,
which the
Company cannot reasonably control, in the economic availability of materials,
fuel, supplies, labor, equipment or other properties or things necessary for
the
efficient operation of Unit 3 shall have occurred which, in the judgment of
the
Board of Directors of the Company, render the continued operation of Unit 3
uneconomic; or
(vii) changes
in
circumstances, including, but not limited to, changes in pollution control
requirements, shall have occurred such that the Board of Directors of the
Company shall determine that use of the Projects is no longer required or
desirable.
Any
such redemption
shall be on a date which is within one year following the occurrence of one
of
the events listed above permitting the exercise of the option.
(h) The
Company shall
call for redemption all of the Securities of the Series due February 1, 2013
then Outstanding, and shall on the Redemption Date therefor redeem the same
at a
price equal to 100% of the principal amount thereof, together with accrued
interest to the Redemption Date, in the event that the Company is notified
by
the 2006 Village Indenture Trustee that (i) an event of default has
occurred and is continuing under Section 9.01(e) of the 2006 Village Indenture,
and (ii) the 2006 Village Indenture Trustee has declared the principal of
all 2006 Village Bonds then outstanding immediately due and payable pursuant
to
Section 9.02
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of
the
2006 Village Indenture. The Redemption Date shall be the accelerated maturity
date of the 2006 Village Bonds; provided, however, that such requirement
of
redemption shall be deemed to be waived if prior to the date fixed for such
redemption of the Securities of the Series due February 1, 2013, the
acceleration of the 2006 Village Bonds is waived or annulled.
(i) The
Company shall
call for redemption all (or part if, in the opinion of nationally recognized
bond counsel, a corresponding partial redemption of the 2006 Village Bonds
will
preserve the exclusion from gross income for Federal income tax purposes of
interest on the remaining 2006 Village Bonds) of the Securities of the Series
due February 1, 2013 then Outstanding, and shall on the Redemption Date therefor
redeem the same at a price equal to 100% of the principal amount thereof,
together with accrued interest thereon to the Redemption Date, in the event
that
it is finally determined by the Internal Revenue Service or a court of competent
jurisdiction that, as a result of a failure by the Company to observe any
covenant, agreement or representation in the 2006 Village Revenue Agreement,
the
interest payable on the 2006 Village Bonds is includable for Federal income
tax
purposes in the gross income of any owner of a 2006 Village Bond (other than
an
owner who is a “substantial user” or a “related person” within the meaning of
Section 103(b)(13) of the 1954 Code and the applicable regulations thereunder).
Any such determination shall not be considered final for this purpose unless
the
Company has been given notice thereof, and if it so desires, has been afforded
the opportunity, at its expense, to contest the same, either directly or in
the
name of any owner of 2006 Village Bonds, and until the conclusion of any
appellate review, if sought. The Redemption Date shall be the 120th
day after the date
such determination becomes final or on such earlier date as the Company may
designate.
(j) In
the event that
the Company shall desire to exercise its right, or is required by the provisions
of this Article II, to redeem and pay all or any part of the Securities of
the
Series due February 1, 2013, it shall, except as modified herein, comply with
the terms and conditions of Article XII of the Indenture with regard to the
redemption of Securities of any series issued hereunder, and such redemption
shall be made under and subject to the terms and provisions of said Article
XII
and in the manner and with the effect stated therein; provided, however,
(i) payments in redemption of Securities of the Series due February 1, 2013
shall be made directly by the Company to the Holder of the Securities entitled
thereto; and (ii) the Company may avail itself of the credits described in
Article III hereof. The Company shall not exercise any option to redeem on
any
date all or any part of the Securities of the Series due February 1, 2013 unless
it shall give a valid direction under the 2006 Village Indenture for the
redemption on such date of an equal amount of 2006 Village Bonds. Notice of
each
such optional redemption shall be hand delivered or mailed, by certified mail,
with return receipt requested, at least thirty (30) days prior to the Redemption
Date, to the Holder of the Securities which are to be redeemed at its address
appearing on the books for registration and registration of transfer at the
Corporate Trust Office of the Trustee. Such delivery or mailing (but not the
receipt thereof or the return of the receipt so requested) shall be a condition
to the redemption of the Securities. All Securities so redeemed shall forthwith
be delivered to the Trustee and canceled, but only when the principal, premium,
if any, and accrued interest thereon is paid in full.
(k) Securities
of the
Series due February 1, 2013 may be redeemed in part, but the portion of any
such
Security so redeemed in part shall be Five Thousand Dollars ($5,000) or
5
an
integral
multiple thereof. In case any Security shall be redeemed in part only, payment
of the redemption price of such portion of the Security of the Series due
February 1, 2013 shall be made by the Company (or Trustee, as the case may
be)
to the Holder thereof, at its address appearing on the books for registration
and registration of transfer of Securities of the Series due February 1, 2013
at
the Corporate Trust Office of the Trustee, without presentation or surrender
thereof, provided there is on file with the Company and Trustee (and not
theretofore rescinded by written notice from such Holder to the Company and
Trustee) a written commitment from such Holder to the effect that (i) payments
will be so made, and (ii) such Holder will make notations on such Security
or a
paper attached thereto of the portion thereof so redeemed. Prior to any transfer
by the Holder of any Security of the Series due February 1, 2013, the same
shall
be surrendered to the Company or Trustee for appropriate notation thereon of,
or
in exchange for a new Security or Securities for, the unredeemed balance of
the
principal amount thereof. The Trustee shall not be under any duty to determine
that any of the notations mentioned herein have been made or be liable in any
manner with respect thereto.
(l) In
the event that
an interest payment or maturity date or a date fixed for redemption of any
Security of the Series due February 1, 2013 shall be a Saturday, Sunday or
a
legal holiday or a day on which banking institutions in the city of location
of
the registered address of the Holder are authorized by law to close, then
payment of interest or principal (and premium, if any) need not be made on
such
date, but may be made on the next succeeding Business Day not a Saturday, Sunday
or a legal holiday or a day upon which banking institutions in the city of
location of the registered address of the Holder are authorized by law to close,
with the same force and effect as if made on the date of maturity, interest
payment date, or the date fixed for redemption, and no interest shall accrue
for
the period after such date.
(m) The
Securities of
the Series due February 1, 2013 shall not be subject to any sinking fund
and shall not be redeemable at the option of the Holder thereof.
(n) The
Related Series
of Collateral Bonds being delivered to the Trustee in connection with the
issuance of the Securities of the Series due February 1, 2013 is the
Company’s First Mortgage Bonds, Collateral Series F.
Such
Securities of
the Series due February 1, 2013 shall be initially authenticated and delivered
upon delivery to the Trustee of the documents required by Section 3.01 of the
Indenture.
ARTICLE
III
PAYMENTS
AND CREDITS
The
Company hereby
covenants that it will duly and punctually pay to the Holder of Securities
of
the Series due February 1, 2013, issued under and secured by the Indenture
and
this Supplemental Indenture the principal of and interest on said Securities
at
the dates and place and in the manner mentioned in such Securities. Provided,
however:
Payments
of the
principal of, premium, if any, and interest on the Securities of the Series
due
February 1, 2013 may be made with moneys in the Bond Fund created under
the 2006
Village Indenture, as provided in the 2006 Village Revenue Agreement and the
2006 Village Indenture. Money in said Bond Fund or
6
earnings
on
investments which have been set aside by the 2006 Village Indenture Trustee
at
the request of the Company for payment of the principal of (whether at maturity
or upon redemption), premium, if any, or interest on any Series 2006 Village
Bonds shall be credited against the obligation of the Company to pay the
principal of, premium, if any, or interest on Securities of the Series due
February 1, 2013. The principal amount of any Series 2006 Village Bond or
Bonds acquired by the Company and delivered to the Series 2006 Village Indenture
Trustee for cancellation, or acquired by the 2006 Village Indenture Trustee
and
canceled, shall be credited against the obligation of the Company to pay the
principal of the Securities of the Series due February 1, 2013.
As
the principal
of, premium, if any, and interest on the Securities of the Series due February
1, 2013 are thereby paid or deemed paid in full, and upon their receipt by
the
Company, such Securities shall be delivered to the Trustee for cancellation.
The
Company shall promptly inform the Trustee of all payments made and credits
availed of with respect to its obligations on Securities of the Series due
February 1, 2013. The Trustee shall not be required to recognize any payment
made or credit availed of with respect to any Security of the Series due
February 1, 2013 unless it has received (a) the Security for cancellation by
it,
or (b) a certificate of the 2006 Village Indenture Trustee specifying the amount
of such payment or credit and the number of the Securities of the Series due
February 1, 2013 with respect to which the payment or credit was applied. In
the
absence of receipt by the Trustee of the Security, any such certificate shall
be
controlling and conclusive.
ARTICLE
IV
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 February 1, 2013, Twenty-Two Million
Dollars ($22,000,000) aggregate principal amount of a related issue of
Collateral Bonds of the Company designated “First Mortgage Bonds, Collateral
Series F” (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 Securities of the Series due February 1, 2013
and, if such transfer does not constitute a sale of the Collateral Bonds to
the
Trustee, the Company hereby grants a 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 Securities of the Series due February 1, 2013, including but not limited
to
(1) the full and prompt payment of the interest on, principal of, and premium,
if any, on such Securities of the Series due February 1, 2013 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 Securities of the Series
due February 1, 2013, 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 Securities of the Series due February 1, 2013 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 Securities
of the Series due February 1, 2013. The Trustee shall enforce all of its rights
under the First Mortgage Indenture as a holder of
the Collateral
Bonds transferred to it as provided in this Article IV for the benefit of
the Holders of the Securities of the Series due February 1, 2013 and the
proceeds of the enforcement
7
of
such rights
shall be applied by the Trustee to satisfy the Company’s obligations under the
Indenture, this Supplemental Indenture, and such Securities of the Series due
February 1, 2013.
The
Company shall
make payments of the principal of, and premium, if any, or interest on the
Collateral Bonds to the Trustee, which payments shall be applied by the Trustee
to satisfaction of all obligations then due on the Securities of the Series
due
February 1, 2013.
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 Securities of the Series due
February 1, 2013 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
V
MISCELLANEOUS
SECTION
5.1
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
5.2
This
Supplemental
Indenture shall be construed in connection with and as a part of the
Indenture.
SECTION
5.3
(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),
8
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
5.4
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
5.5
(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.
9
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, 2006.
WISCONSIN
PUBLIC
SERVICE
CORPORATION
[SEAL]
By:
/s/
Xxxxxxx X.
Xxxxxxx
Xxxxxxx
X.
Xxxxxxx
Vice
President and
Treasurer
ATTEST:
/s/
Xxxxx X. Xxxx
Xxxxx
X.
Xxxx
Secretary
U.S.
BANK NATIONAL
ASSOCIATION
By:
/s/
Xxxxx X.
Xxxxxxx
Xxxxx
X.
Xxxxxxx
Vice
President
10
APPENDIX
I
No.
R-_____ $__________
(Form
of
Security of Series due February 1, 2013)
WISCONSIN
PUBLIC SERVICE CORPORATION
Senior
Note, 3.95% Series Due February 1, 2013
WISCONSIN
PUBLIC
SERVICE CORPORATION, a corporation duly organized and existing under the laws
of
Wisconsin (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to U.S. Bank National Association, as trustee (together
with any successor trustee, being hereinafter referred to as the “2006 Village
Indenture Trustee”) under the Indenture of Trust, dated as of December 1,
2006 (the “2006 Village Indenture”) between the Village of Weston, Wisconsin and
the 2006 Village Indenture Trustee, the principal sum of ______________
Dollars ($_________) on February 1, 2013 and to pay interest thereon
from December 14, 2006 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on February 1
and August 1 in each year, commencing February 1, 2007, at the rate of
3.95% 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 3.95% 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, 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 Holder of this Security or
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 F (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) (the “Mortgage
Trustee”) as supplemented and amended by the supplemental indentures thereto
(the “First Mortgage Indenture”). Reference is made to the First Mortgage
Indenture and the
Appendix
I Page 1
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 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.
The
Securities of
this series are issued in order to evidence and secure a loan made by the
Village of Weston, Wisconsin (the “Village”), to the Company pursuant to a Loan
Agreement, dated as of April 1, 1981 as amended from time to time, including
a
Third Amendment to Loan Agreement, dated as of December 1, 2006. In order
to fund such loan, the Village has agreed to issue $22,000,000 in principal
amount of its Pollution Control Refunding Revenue Bonds, Series 2006 (Wisconsin
Public Service Corporation Projects) (“Series 2006 Village Bonds”) under and
pursuant to the 2006 Village Indenture. The Series 2006 Village Bonds are
payable from payments made, or caused to be made, by the Company of principal
of, premium, if any, and interest on the Securities of this series. Upon certain
terms and conditions, credits arising from purchase or redemption of the Series
2006 Village Bonds shall be applied against payment obligations in connection
with the Securities of this series and to the extent so applied shall satisfy
a
like amount otherwise due thereunder.
This
Security is
one of a duly authorized issue of securities of the Company (herein called
the
“Securities”), issued and to be issued under an Indenture, dated as of December
1, 1998 (as amended and supplemented from time to time, 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 other
indentures supplemental thereto, including the Sixth Supplemental Indenture,
dated as of December 1, 2006 (the “Sixth Supplemental Indenture”),
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
$22,000,000.
Appendix
I Page 2
In
certain
extraordinary events described in paragraph (g) of Article II of the Sixth
Supplemental Indenture, the Securities of this series are subject to redemption
within one year following such extraordinary event, in whole but not in part,
at
the option of the Company, in each case at a Redemption Price equal to the
principal amount thereof, together with accrued interest to the Redemption
Date.
The
Company shall
call for redemption all of the Securities of this series then Outstanding,
and
shall on the Redemption Date therefor redeem the same at a price equal to 100%
of the principal amount thereof, together with accrued interest to the
Redemption Date, in the event that the Company is notified by the 2006 Village
Indenture Trustee that (a) an event of default has occurred and is
continuing under Section 9.01(e) of the 2006 Village Indenture, and (b) the
2006 Village Indenture Trustee has declared the principal of all 2006 Village
Bonds then outstanding immediately due and payable pursuant to Section 9.02
of
the 2006 Village Indenture. The Redemption Date shall be the accelerated
maturity date of the 2006 Village Bonds; provided, however, that such
requirement of redemption shall be deemed to be waived if prior to the date
fixed for such redemption of the Securities of this series, the acceleration
of
the 2006 Village Bonds is waived or annulled.
The
Company shall
call for redemption all (or part if, in the opinion of nationally recognized
bond counsel, a corresponding partial redemption of the 2006 Village Bonds
will
preserve the exclusion from gross income for Federal income tax purposes of
interest on the remaining 2006 Village Bonds) of the Securities of this series
then Outstanding, and shall on the Redemption Date therefor redeem the same
at a
price equal to 100% of the principal amount thereof, together with accrued
interest thereon to the Redemption Date, in the event that it is finally
determined by the Internal Revenue Service or a court of competent jurisdiction
that, as a result of a failure by the Company to observe any covenant, agreement
or representation in the 2006 Village Revenue Agreement, the interest payable
on
the 2006 Village Bonds is includable for Federal income tax purposes in the
gross income of any owner of a 2006 Village Bond (other than an owner who is
a
“substantial user” or a “related person” within the meaning of Section
103(b)(13) of the 1954 Code and the applicable regulations thereunder). Any
such
determination shall not be considered final for this purpose unless the Company
has been given notice thereof, and if it so desires, has been afforded the
opportunity, at its expense, to contest the same, either directly or in the
name
of any owner of 2006 Village Bonds, and until the conclusion of any appellate
review, if sought. The Redemption Date shall be the 120th
day after the date
such determination becomes final or on such earlier date as the Company may
designate.
In
the event of
redemption of this Security in part only, a new Security 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 (a)
of
the amount of principal so declared due and payable and interest accrued thereon
and (b) 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.
Appendix
I Page 3
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.
This
Security is
not transferable except as may be required to effect a transfer to any successor
2006 Village Indenture Trustee. As provided in the Indenture and the Sixth
Supplemental Indenture and subject to certain limitations therein set forth,
any
such permitted 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 a new Security of this
series, of authorized denomination and for the same Stated Maturity and
aggregate principal amount, will be issued to the successor 2006 Village
Indenture Trustee.
The
Securities of
this series are issuable only in registered form without coupons in
denominations of $5,000 and integral multiples 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
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be
Appendix
I Page 4
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.
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.
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.
Wisconsin
Public
Service Corporation
By:_________________________________
____________________
President
[SEAL]
Attest:
________________________________
____________________
Secretary
Appendix
I Page 5
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
As Trustee
By:___________________________
Authorized
Signatory
Appendix
I Page 6
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:_______________________________________
Appendix
I Page
7
APPENDIX II
(Form
of
Bond of Collateral Series F)
No._____________ $____________
Wisconsin
Public
Service Corporation
(Incorporated
under
the laws of the State of Wisconsin)
First
Mortgage
Bond, Collateral Series F
THE
FIRST MORTGAGE
BONDS, COLLATERAL SERIES F (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 SIXTH SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER
1,
2006 (AS SO SUPPLEMENTED, THE “SENIOR INDENTURE”). THE COLLATERAL BONDS ARE TO
BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $22,000,000
AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES, SERIES DUE FEBRUARY 1, 2013 (THE
“RELATED SECURITIES”) ISSUED PURSUANT TO THE SENIOR INDENTURE.
THE
COLLATERAL
BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR SENIOR
TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR THE PRIOR
RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION, REPURCHASE OR
OTHERWISE.
THE
COMPANY SHALL
MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE
COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL BE APPLIED BY
THE
SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE RELATED
SECURITIES.
THE
MATURITY DATE
SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
SECURITIES.
Wisconsin
Public
Service Corporation,
a corporation
organized and existing under the laws of the State of Wisconsin (hereinafter
called the Company), for value received, hereby promises to pay to U.S. BANK
NATIONAL ASSOCIATION, as trustee for the benefit of the holders of the Related
Securities, or registered assigns (in such capacity, the “Senior Trustee”), at
the Corporate Trust Services Office of U.S. Bank National Association, in
Milwaukee, Wisconsin, on the 1st day of February, 2013, the sum of
____________________________ DOLLARS ($___________) in lawful money of the
United States of America, and to pay interest thereon from August 1, 2006 (or
from the most recent date to which interest has been paid or duly provided
for)
semi-annually on February 1 and August 1 in each year, commencing
February 1, 2007, (i) at the rate of 0% per annum prior to December 14,
2006 and (ii) at the rate of 3.95% per annum from and after December 14, 2006,
until the principal hereof is paid or made available for payment and (to the
extent that the payment of
Appendix
II Page 1
such
interest shall
be legally enforceable) at the same rate for the applicable period on any
overdue principal and premium, if any, and on any overdue installment of
interest. The principal and interest so payable on any February 1 or
August 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
Related
Securities are issued in order to evidence and secure a loan made by the Village
of Weston, Wisconsin (“Village”), to the Company pursuant to a Loan Agreement,
dated as of April 1, 1981 as amended from time to time, including a Third
Amendment to Loan Agreement, dated as of December 1, 2006. In order to fund
such loan, the Village has agreed to issue $22,000,000 in principal amount
of
its Pollution Control Refunding Revenue Bonds, Series 2006 (Wisconsin Public
Service Corporation Projects) (“Series 2006 Village Bonds”) under and pursuant
to the 2006 Village Indenture (as defined in the Supplemental Indenture). The
Series 2006 Village Bonds are payable from payments made, or caused to be made,
by the Company of principal of, premium, if any, and interest on the Related
Securities. Upon certain terms and conditions, credits arising from purchase
or
redemption of the Series 2006 Village Bonds shall be applied against payment
obligations in connection with the Related Securities and the bonds of this
series and to the extent so applied shall satisfy a like amount otherwise due
thereunder.
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.
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
August 1, 2006, 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
Appendix
II Page 2
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 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.
In
certain
extraordinary events described in paragraph (b) of Section 1.04 of the
Supplemental Indenture, the bonds of this series are subject to redemption
within one year following such extraordinary event, in whole but not in part,
at
the option of the Company, in each case at a redemption price equal to the
principal amount thereof, together with accrued interest to the redemption
date.
The
Company shall
call for redemption all of the bonds of this series then outstanding, and shall
on the redemption date therefor redeem the same at a price equal to 100% of
the
principal amount thereof, together with accrued interest to the redemption
date,
in the event that the Company is notified by the 2006 Village Indenture Trustee
(as defined in the Supplemental Indenture) that (i) an event of default has
occurred and is continuing under Section 9.01(e) of the 2006 Village Indenture,
and (ii) the 2006 Village Indenture Trustee has declared the principal of
all Series 2006 Village Bonds then outstanding immediately due and payable
pursuant to Section 9.02 of the 2006 Village Indenture. The redemption date
shall be the accelerated maturity date of the Series 2006 Village Bonds;
provided, however, that such requirement of redemption shall be deemed to be
waived if prior to the date fixed for such
Appendix
II Page 3
redemption
of the
bonds of this series, the acceleration of the Series 2006 Village Bonds is
waived or annulled.
The
Company shall
call for redemption all (or part if, in the opinion of nationally recognized
bond counsel, a corresponding partial redemption of the Series 2006 Village
Bonds will preserve the exclusion from gross income for Federal income tax
purposes of interest on the remaining Series 2006 Village Bonds) of the bonds
of
this series then outstanding, and shall on the redemption date therefor redeem
the same at a price equal to 100% of the principal amount thereof, together
with
accrued interest thereon to the redemption date, in the event that it is finally
determined by the Internal Revenue Service or a court of competent jurisdiction
that, as a result of a failure by the Company to observe any covenant, agreement
or representation in the 2006 Village Revenue Agreement (as defined in the
Supplemental Indenture), the interest payable on the Series 2006 Village Bonds
is includable for Federal income tax purposes in the gross income of any owner
of a Series 2006 Village Bond (other than an owner who is a “substantial user”
or a “related person” within the meaning of Section 103(b)(13) of the 1954 Code
(as defined in the Supplemental Indenture) and the applicable regulations
thereunder). Any such determination shall not be considered final for this
purpose unless the Company has been given notice thereof, and if it so desires,
has been afforded the opportunity, at its expense, to contest the same, either
directly or in the name of any owner of Series 2006 Village Bonds, and until
the
conclusion of any appellate review, if sought. The redemption date shall be
the
120th
day after the date
such determination becomes final or on such earlier date as the Company may
designate.
Notice
of any such
redemption shall be hand delivered or mailed, by or on behalf of the Company,
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 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 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
Appendix
II Page 4
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.
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
Appendix
II Page 5
(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
(Form
of
Prepayment Record)
PREPAYMENT
RECORD
Principal
Amount Of
Bond $__________
Date
of Maturity:
February 1, 2013
|
Prepayments
on Principal
|
|||
|
Amount
|
Date
|
Balance
Outstanding
|
Signature
of Authorized
Officer
and Title
|
Appendix
II Page 6
