exh41.htm


    Exhibit 4.1

    
 

    FORTY-FIRST

    


    SUPPLEMENTAL
INDENTURE

    


    


    *           *           *

    


    


    FROM

    


    WISCONSIN
PUBLIC SERVICE CORPORATION

    


    TO

    


    U.S.
BANK NATIONAL ASSOCIATION

    


    (successor
to Firstar Bank, National Association,

    successor
to Firstar Trust Company,

    formerly
known as First Wisconsin Trust Company),

    


    AS
TRUSTEE

    


    


    *           *           *

    


    


    DATED
AS OF DECEMBER 18   ,
2008

    


    


    *           *           *

    


    


    SUPPLEMENTAL

    to

    First
Mortgage and Deed of Trust

    dated
as of January 1, 1941,

    as
supplemented, amended and modified

    


    


    *           *           *

    


    


    This
Supplemental Indenture, and the Indenture as defined and described herein,
collectively, are a “construction mortgage” as defined in and for purposes of
section 706.11 of the Wisconsin Statutes, as the same may be amended or
renumbered from time to time.

    


    This
Supplemental Indenture and the Indenture, collectively, are a “construction
mortgage lien” as defined in and for purposes of the Iowa Code, as the same may
be amended from time to time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Forty-First
Supplemental Indenture, (hereinafter sometimes called this “Supplemental
Indenture”), made as of the 18th
day of December, 2008 by and between Wisconsin Public Service Corporation, a
corporation duly organized and existing under and by virtue of the laws of the
State of Wisconsin, having its principal office in the City of Green Bay, in the
County of Brown, in the State of Wisconsin (hereinafter sometimes called the
“Company”), party of the first part, and U.S. Bank National Association
(successor to Firstar Bank, National Association, successor to Firstar Trust
Company, formerly known as First Wisconsin Trust Company), a national banking
association duly organized and existing under and by virtue of the laws of the
United States, having its Corporate Trust Services Office in the City of
Milwaukee, in the County of Milwaukee, in the State of Wisconsin, as Trustee
(hereinafter sometimes called the “Trustee”), party of the second
part.

     

    This
Supplemental Indenture, and the Indenture as defined and described herein,
collectively, are a “construction mortgage” as defined in and for purposes of
section 706.11 of the Wisconsin Statutes, as the same may be amended or
renumbered from time to time.

     

    This
Supplemental Indenture and the Indenture, collectively, are a “construction
mortgage lien” as defined in and for purposes of the Iowa Code, as the same may
be amended from time to time.

     

    Whereas, the
Company has heretofore executed and delivered to the predecessor of the Trustee
its First Mortgage and Deed of Trust made as of January 1, 1941
(hereinafter referred to as the “1941 Mortgage”) and has heretofore executed and
delivered to the predecessor of the Trustee or to the Trustee supplemental
indentures dated and hereinafter referred to as follows (hereinafter sometimes
called, collectively, the “Prior Supplemental Indentures”):

     

    
      
        	
                Supplemental
      Indenture

                       Dated (as
      of)      

              	
                 

                Hereinafter referred to as

                 

              
	
                November 1,
      1947                                                                

              	
                First
      Supplemental Indenture*

              
	
                August 1,
      1948                                                                

              	
                Second
      Supplemental Indenture

              
	
                September 1,
      1949                                                                

              	
                Third
      Supplemental Indenture

              
	
                November 1,
      1950                                                                

              	
                Fourth
      Supplemental Indenture*

              
	
                May 1,
      1953                                                                

              	
                Fifth
      Supplemental Indenture*

              
	
                January 1,
      1954                                                                

              	
                Sixth
      Supplemental Indenture

              
	
                October 1,
      1954                                                                

              	
                Seventh
      Supplemental Indenture

              
	
                December 1,
      1957                                                                

              	
                Eighth
      Supplemental Indenture

              
	
                November 1,
      1959                                                                

              	
                Ninth
      Supplemental Indenture

              
	
                October 1,
      1963                                                                

              	
                Tenth
      Supplemental Indenture

              
	
                June 1,
      1964                                                                

              	
                Eleventh
      Supplemental Indenture

              
	
                November 1,
      1967                                                                

              	
                Twelfth
      Supplemental Indenture

              
	
                April 1,
      1969                                                                

              	
                Thirteenth
      Supplemental Indenture

              
	
                August 1,
      1970                                                                

              	
                Fourteenth
      Supplemental Indenture

              
	
                May 1,
      1971                                                                

              	
                Fifteenth
      Supplemental Indenture

              
	
                August 1,
      1973                                                                

              	
                Sixteenth
      Supplemental Indenture*

              
	
                September 1,
      1973                                                                

              	
                Seventeenth
      Supplemental Indenture

              
	
                October 1,
      1975                                                                

              	
                Eighteenth
      Supplemental Indenture

              
	
                February 1,
      1977                                                                

              	
                Nineteenth
      Supplemental Indenture

              
	
                July 15,
      1980                                                                

              	
                Twentieth
      Supplemental Indenture

              


         

        
          
             

          

          
            1

            
              

            

          

          
             

          

        

         

        
          
            	
                    Supplemental Indenture

                    Dated (as
      of)

                     

                  	
                     

                    Hereinafter
      referred to as

                     

                  
	
                    December 1,
      1980                                                                

                  	
                    Twenty-First
      Supplemental Indenture*

                  
	
                    April 1,
      1981                                                                

                  	
                    Twenty-Second
      Supplemental Indenture

                  
	
                    February 1,
      1984                                                                

                  	
                    Twenty-Third
      Supplemental Indenture

                  
	
                    March 15,
      1984                                                                

                  	
                    Twenty-Fourth
      Supplemental Indenture

                  
	
                    October 1,
      1985                                                                

                  	
                    Twenty-Fifth
      Supplemental Indenture

                  
	
                    December 1,
      1987                                                                

                  	
                    Twenty-Sixth
      Supplemental Indenture*

                  
	
                    September 1,
      1991                                                                

                  	
                    Twenty-Seventh
      Supplemental Indenture

                  
	
                    July 1,
      1992                                                                

                  	
                    Twenty-Eighth
      Supplemental Indenture

                  
	
                    October 1,
      1992                                                                

                  	
                    Twenty-Ninth
      Supplemental Indenture

                  
	
                    February 1,
      1993                                                                

                  	
                    Thirtieth
      Supplemental Indenture

                  
	
                    July 1,
      1993                                                                

                  	
                    Thirty-First
      Supplemental Indenture

                  
	
                    November 1,
      1993                                                                

                  	
                    Thirty-Second
      Supplemental Indenture

                  
	
                    December 1,
      1998                                                                

                  	
                    Thirty-Third
      Supplemental Indenture

                  
	
                    August 1,
      2001                                                                

                  	
                    Thirty-Fourth
      Supplemental Indenture

                  
	
                    December 1,
      2002                                                                

                  	
                    Thirty-Fifth
      Supplemental Indenture

                  
	
                    December 1,
      2003                                                                

                  	
                    Thirty-Sixth
      Supplemental Indenture

                  
	
                    December 1,
      2006                                                                

                  	
                    Thirty-Seventh
      Supplemental Indenture

                  
	
                    August 1,
      2006                                                                

                  	
                    Thirty-Eighth
      Supplemental Indenture

                  
	
                    November 1,
      2007                                                                

                  	
                    Thirty-Ninth
      Supplemental Indenture

                  
	
                    December 1,
      2008                                                                

                  	
                    Fortieth
      Supplemental
Indenture

                  


          

        

      

    

    


    *Includes
amendments to or modifications of certain provisions of the 1941
Mortgage.

    ________________________

    


    (said 1941
Mortgage, as supplemented, amended and modified by the aforesaid Prior
Supplemental Indentures, being hereinafter referred to as the “Indenture”),
whereby the Company granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed unto the
Trustee, and to its respective successors in trust, upon the terms, conditions
and trusts therein set forth, all the property as therein described, real,
personal and mixed, then owned or thereafter acquired by the Company, with
certain exceptions as in the granting clauses and definitions of the Indenture
set forth, to be held by the Trustee in trust, under the terms and subject to
the conditions of the Indenture, as security for the bonds of the Company issued
and to be issued thereunder in accordance with the provisions of the Indenture;
and

     

    Whereas, the
Indenture provides that bonds may be issued thereunder in one or more series,
each series to have such distinctive designation as the Board of Directors of
the Company may select for such series; and

     

    Whereas, the
Company has heretofore issued and there are now outstanding, in accordance with
the provisions of the 1941 Mortgage and said Prior Supplemental Indentures,
bonds of several series designated as follows:  First Mortgage Bonds,
7-1/8% Series Due July 1, 2023; First Mortgage Bonds Collateral
Series A; First Mortgage Bonds Collateral Series B; First Mortgage
Bonds Collateral Series C; First Mortgage Bonds Collateral Series D;


     

    
      
         

      

      
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    First Mortgage
Bonds Collateral Series E; First Mortgage Bonds Collateral Series F;
First Mortgage Bonds Collateral Series G; and First Mortgage Bonds
Collateral Series H; and

     

    Whereas, the
Indenture further provides that the amount of bonds which may be issued under
the Indenture is not limited except as may be limited by law or by the
stockholders and/or the Board of Directors of the Company, and that bonds so
issued thereunder will be secured by the lien of the Indenture equally and
ratably with all other bonds then outstanding thereunder except insofar 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; and

     

    Whereas, the
Indenture further provides that all of the property, rights and franchises
acquired by the Company after the date of the 1941 Mortgage shall be as fully
embraced within the lien thereof as if such property were then owned by the
Company and were specifically described therein and conveyed thereby;
and

     

    Whereas, the
Company has acquired and may acquire hereafter certain property, real, personal
and mixed, comprising or relating to the Company’s windfarm development site and
wind energy generation facilities in the State of Iowa (hereinafter sometimes
called the “Iowa Property”); and

     

    Whereas, the Iowa
Property is now, and upon its acquisition will be, subject to the lien of the
Indenture by virtue of the provisions thereof conveying to the Trustee property
acquired after the execution and delivery of the 1941 Mortgage; and

     

    Whereas, the
Company now desires in and by this Supplemental Indenture to give constructive
notice of the Indenture, the lien and security interest thereof and certain
terms and provisions thereof, as they affect or relate to the Iowa Property;
and

     

    Whereas, the
Company further desires in and by this Supplemental Indenture to record and file
the description of and to confirm unto the Trustee, the Iowa
Property;

     

    Now, Therefore,
This Supplemental Indenture Witnesseth:  Wisconsin Public Service
Corporation, in consideration of the premises and of one dollar to it duly paid
by the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, does hereby covenant and agree to and
with U.S. Bank National Association, as Trustee, as follows:

     

     

    ARTICLE
I


    Memorandum
of Indenture

     

    Section
1.01.   The Company and the Trustee now enter into this
Supplemental Indenture, and the same shall be recorded and filed in the
appropriate public records, for the purpose of giving constructive notice of the
Indenture, the lien and security interest thereof and certain terms and
provisions thereof, all of which affect or relate to the Iowa
Property.

     

    
      
         

      

      
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    Section
1.02.   The Company and Trustee hereby give constructive notice
of the following terms and provisions set forth in the Indenture.  The
foregoing notwithstanding, reference is hereby made to the Indenture for all of
its covenants, agreements, conditions, terms and provisions, all of which are
incorporated herein by this reference, and no term or provision of this Article
I shall limit, alter, vary, modify or amend, in any manner or respect, the
Indenture, the lien and security interest thereof or any term or provision
thereof.

     

    (a)   The
granting clauses of the Indenture contain the following terms and provisions,
among others and without limitation because of enumeration:

     

    “Now, Therefore, This Indenture
Witnesseth:  Wisconsin Public Service Corporation, in consideration of
the premises and of the purchase and acceptance of said bonds by the holders
thereof and of one dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment, both of the principal and
interest, of all bonds of the Company at any time outstanding hereunder
according to their tenor and effect and the performance of and compliance with
the covenants and conditions in this Indenture contained, has granted,
bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto First Wisconsin Trust Company, as Trustee, and to its
respective successors in said trust forever:

     

    “(1)  all property, real, personal
and mixed, now owned or hereafter acquired or to be acquired by the Company, and
wheresoever situated (except as hereinafter excepted from the lien hereof),
subject to the rights reserved by the Company in and by other provisions of this
Indenture, including (without in any manner limiting or impairing by the
enumeration of the same the scope and intent of the foregoing or of any general
description contained in this Indenture) all lands, rights of way, other land
rights, flowage and other water rights, reservoirs, dams, waterways, docks,
roads, and other land improvements; steam, hydro and other electric generating
plants, including buildings and other structures, water wheels, turbines,
generators, exciters, boilers and other boiler plant equipment, condensing
equipment, and all other equipment; substations; electric transmission and
distribution systems, including structures, poles, towers, fixtures, conduits,
insulators, wires, cables, transformers, services and meters; gas generating and
coke plants, including buildings, holders and other structures, boilers and
other boiler plant equipment, benches, retorts, coke ovens, water gas sets,
condensing and purification equipment, piping and other accessory works
equipment; gas transmission and distribution systems, including structures,
mains, pressure holders, governors, services, and meters; office, shop and other
general buildings and structures, furniture and equipment; apparatus and
equipment of all other kinds and descriptions; and all municipal and other
franchises and all leaseholds, licenses, permits and privileges; parts or
parcels of such real property and items of other property being more
specifically described and mentioned or enumerated in a schedule hereto annexed
and marked Schedule A, reference to said schedule for 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    a
more specific description and enumeration of the property therein described and
enumerated being hereby made with the same force and effect as if the same were
incorporated herein at length; [...]

     

    “Together with all and singular the tenements,
hereditaments and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof with the reversion and reversions,
remainder and remainders, tolls, rents and revenues, issues, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof, except as hereinafter excepted or excluded from the lien
hereof.

     

    “It is hereby agreed by the Company that
(except as hereinafter excepted from the lien hereof) all the property, rights
and franchises acquired by the Company after the date hereof shall be as fully
embraced within the lien hereof as if such property were now owned by the
Company and were specifically described herein and conveyed hereby.
[...]

     

    “The lien of this Indenture, anything herein
contained to the contrary notwithstanding, shall not extend to any property,
permits or franchises of any other corporation of whatever character, [...] shares
of stock or securities of which, or obligations secured by lien upon the
properties and franchises of which, may be now owned or hereafter acquired or
possessed by the Company, notwithstanding the fact that the Company may own or
hereafter acquire all or substantially all of the shares of stock or other
securities issued by, or secured by lien upon property of, any such corporation,
or that any such corporation may be incorporated or organized at the instance of
or for the account of the Company, or that all or any part of the shares of
stock or other securities of such corporation may be subjected to the lien
hereof by the Company. [...]

     

    “There Is Hereby Excepted from the lien of this
Indenture, whether now owned or hereafter acquired by the Company, anything
herein contained to the contrary notwithstanding, (1) all shares of stock,
bonds, notes, evidences of indebtedness and other securities other than such as
may be or are required to be deposited from time to time with the Trustee in
accordance with the provisions hereof; (2) cash other than such as may be or is
required to be deposited from time to time with the Trustee in accordance with
the provisions hereof; (3) contracts, claims, bills and accounts receivable and
choses in action other than such as may be or are required to be from time to
time assigned to the Trustee in accordance with the provisions hereof; (4) motor
vehicles; (5) any timber on lands owned by the Company; and (6) any stock of
goods, wares and merchandise, equipment and supplies acquired for the purpose of
sale or resale in the usual course of business or for the purpose of consumption
in the operation, construction or repair of any of the properties of the
Company.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “To Have And To Hold all said properties, real,
personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid,
or intended so to be, unto the Trustee and its successors and assigns forever;
subject, however, to permissible encumbrances as herein defined;

     

    “In Trust Nevertheless, for the equal pro rata
benefit and security of all and every of the bonds issued and to be issued
hereunder in accordance with the provisions of this Indenture without
preference, priority or distinction as to lien of any over the others by reason
of priority in time of the issue, negotiation or maturity thereof; subject,
however, to the provisions of this Indenture and of any supplemental indenture
relating to any sinking fund or similar fund for the benefit of the bonds of any
particular series or of the bonds or any portion thereof issued under this
Indenture; it being intended that the lien and security of all of said bonds of
all series issued or to be issued hereunder shall take effect from the execution
and delivery of this Indenture, and that the lien and security of this Indenture
shall take effect from the date of execution and delivery thereof as though all
of the said bonds of all series were actually authenticated and delivered upon
such date.

     

    “Provided, However, and these presents are upon
the condition that if the Company, its successors, or assigns, shall pay or
cause to be paid unto the holders of said bonds the principal and interest to
become due in respect thereof, at the times and in the manner stipulated therein
and herein, and shall keep, perform and observe all and singular the covenants
and promises in said bonds and in this Indenture expressed as to be kept,
performed and observed by or on the part of the Company, then this Indenture and
the estate and rights hereby granted, shall cease, determine and be void,
otherwise to be and remain in full force and effect.”

     

    (b)   Article
II of the Indenture contains the following terms and provisions, among others
and without limitation because of enumeration:

     

    “Section 2.01.  (a)  This
Indenture creates a continuing lien to secure the full and final payment of the
principal and interest of all bonds which may from time to time be made, issued,
authenticated and delivered hereunder.  The amount of bonds which may
be so issued, authenticated and delivered hereunder is not limited except that
no further bonds shall be issued at any time if the total amount of bonds to be
outstanding, after such issue, would in any event exceed the then limit of
indebtedness, if any, of the Company permitted by law or authorized from time to
time by the stockholders and/or directors of the Company in the manner required
by law; provided that the aggregate principal amount of bonds that may be
issued, authenticated and delivered hereunder and/or the aggregate principal
amount of bonds of any particular series that may be issued, authenticated and
delivered hereunder, may at any time at the election of the Company, evidenced
from time to time by an indenture supplemental hereto executed by the Company
and delivered to the Trustee reciting that it has been authorized by a
resolution adopted by the Board of Directors of the Company, be limited to such
definite 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    aggregate principal
amount not less than the aggregate principal amount of all bonds, or of bonds of
such particular series, as the case may be, then outstanding hereunder, as may
be specified in such supplemental indenture.”

     

    (c)   Article
XII of the Indenture contains the following terms and provisions, among others
and without limitation because of enumeration:

     

    “Section
12.08.  [...]  (b)  Any new property acquired by
exchange or purchase to take the place of any property released under any
provision of this Article shall forthwith and without further conveyance become
subject to the lien of and be covered by this Indenture as a part of the
mortgaged property[.]”

     

     

    ARTICLE
II

     

    Confirmation
of Lien

     

    Section
2.01.   The Company, in order to record the description of, and
confirm unto the Trustee, the Iowa Property (which Iowa Property is now, and
upon its acquisition will be, subject to the lien of the Indenture by virtue of
the provisions thereof conveying to the Trustee property acquired after the
execution and delivery of the 1941 Mortgage), by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto U.S. Bank National Association, as Trustee, and to its
respective successors in said trust forever, subject to the rights reserved by
the Company in and by other provisions of the Indenture and this Supplemental
Indenture, all of the property described and mentioned or enumerated or referred
to in a schedule hereto annexed and marked Schedule A,
reference to said schedule for a description and enumeration of the property
therein described and enumerated being hereby made with the same force and
effect as if the same were incorporated herein at length; and all other
property, real, personal and mixed, comprising or relating to the Iowa Property,
now owned or hereafter acquired or to be acquired by the Company, and
wheresoever situated (except as in the Indenture excepted from the lien
thereof), subject to the rights reserved by the Company in and by other
provisions of the Indenture, including (without in any manner limiting or
impairing by the enumeration of the same the scope and intent of the foregoing
or of any general description contained in the Indenture) all lands, rights of
way, other land rights, flowage and other water rights, reservoirs, dams,
waterways, docks, roads, and other land improvements; steam, hydro and other
electric generating plants, including buildings and other structures, water
wheels, turbines, generators, exciters, boilers and other boiler plant
equipment, condensing equipment, and all other equipment; substations; electric
transmission and distribution systems, including structures, poles, towers,
fixtures, conduits, insulators, wires, cables, transformers, services and
meters; gas generating and coke plants, including buildings, holders and other
structures, boilers and other boiler plant equipment, benches, retorts, coke
ovens, water gas sets, condensing and purification equipment, piping and other
accessory works equipment; gas transmission and distribution systems, including
structures, mains, pressure holders, governors, services, and meters; office,
shop and other general buildings and structures, furniture and equipment;
apparatus and equipment of all other kinds and descriptions; and all municipal
and other franchises and all leaseholds, licenses, permits and
privileges.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    Together with all
and singular the tenements, hereditaments and appurtenances belonging or in any
wise appertaining to the aforesaid property or any part thereof with the
reversion and reversions, remainder and remainders, tolls, rents and revenues,
issues, income, product and profits thereof, and all the estate, right, title
and interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid property and
every part and parcel thereof; and it is hereby agreed by the Company that
(except as in the Indenture excepted from the lien thereof) all the property,
rights and franchises acquired by the Company after the date hereof shall be as
fully embraced within the lien thereof as if such property were now owned by the
Company and were specifically described herein and conveyed hereby.

     

    To
have and to hold all said properties, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors
and assigns forever, subject, however, to permissible encumbrances as defined in
the 1941 Mortgage; but in trust, nevertheless, for the same purposes and upon
the same conditions as are fully set forth in the Indenture, which is hereby
referred to.

     

     

    ARTICLE
III

     

    Particular
Covenants Of The Company

     

    In
addition to the covenants contained in the Indenture, the Company hereby
covenants as follows:

     

    Section
3.01.   That it is duly authorized under the laws of the State of
Wisconsin and under all other applicable provisions of law to execute and
deliver this Supplemental Indenture, and that all corporate action on its part
for the execution of this Supplemental Indenture has been duly and effectually
taken.

     

    Section
3.02.   That it is lawfully possessed of all the property
mortgaged and pledged by the Indenture; that it will maintain and preserve the
lien of the Indenture on the property mortgaged and pledged thereby in
accordance with the terms thereof and hereof so long as any of the bonds issued
thereunder are outstanding; and that it has good right and lawful authority to
mortgage and pledge the property mortgaged and pledged thereby as provided in
and by the Indenture; and that the same is free and clear of all liens and
encumbrances, except permissible encumbrances as defined in the
Indenture.

     

     

    ARTICLE
IV

     

    Uniform
Commercial Code and Additional State Law Matters

     

    Section
4.01.   With respect to the property comprising or relating to
the Iowa Property and the Trustee’s security interest therein, the Company
hereby represents and warrants to the Trustee as follows:

     

    (a)   That
value has been given, that the Company has rights in the collateral or the power
to transfer rights in the collateral to a secured party, and that the Company,
by its execution and 

     

    
      
         

      

      
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    delivery of the
Indenture and this Supplemental Indenture, has authenticated a security
agreement that provides a description of the collateral;

     

    (b)   That
the Company has an interest of record in or is in possession of the real
property, that the security interest is a purchase-money security interest, and
that the security interest has been or will be perfected by a fixture filing
before the goods become fixtures or within 20 days thereafter; and

     

    (c)   That
the Indenture and this Supplemental Indenture are a “construction mortgage” as
defined in and for purposes of Article 9 of the Uniform Commercial Code, as the
same may be amended or renumbered from time to time.

     

    Section
4.02.   With respect to the goods or accounts covered by this
Supplemental Indenture that are or are to become fixtures related to the real
property described herein, this Supplemental Indenture is and shall be
effective, from the date of recording, as a financing statement filed as a
fixture filing.  In connection therewith:

     

    (a)   The
name of the debtor is WISCONSIN PUBLIC SERVICE CORPORATION; the mailing address
for the debtor is Wisconsin Public Service Corporation, 700 North Adams Street,
P.O. Box 19001, Green Bay, Wisconsin 54307-9001; the debtor is a Wisconsin
business corporation having the following organizational identification number
(entity ID):  1W03350; the name of the secured party is U.S. BANK
NATIONAL ASSOCIATION; the address of the secured party from which information
concerning the security interest hereunder may be obtained is U.S. Bank National
Association, Corporate Trust Services, 1555 RiverCenter Drive, Suite 203,
Milwaukee, Wisconsin 53212; and the collateral covered hereby is set forth in
Articles I and II hereof;

     

    (b)   This
Supplemental Indenture covers fixtures, is to be filed for record in the real
property records, and provides a description of the real property to which the
collateral is related sufficient to give constructive notice of a mortgage under
the law of the State of Iowa if the description were contained in a record of
the mortgage of the real property;

     

    (c)   The
debtor has an interest of record in the real property; and

     

    (d)   The
debtor hereby authorizes the filing of any initial financing statement, any
amendment that adds collateral covered by a financing statement, and any
amendment that adds a debtor to a financing statement.

     

    Section
4.03.   The Company is a “transmitting utility” as defined in and
for purposes of Article 9 of the Uniform Commercial Code, as the same may be
amended or renumbered from time to time.

     

    Section
4.04.   The Company
acknowledges the receipt of a copy of this document at the time it was
signed.

     

    Section
4.05.   NOTICE:  This mortgage
secures credit in the amount of $997,100,000.00.  Loans and advances
up to this amount, together with interest, are senior 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    to indebtedness to other creditors
under subsequently recorded or filed mortgages and liens.

     

    Section
4.06.   The respective dates of maturity of the indebtedness or
part thereof secured by the Indenture and this Supplemental Indenture are as
follows:

     

    
      
        
          
            	
                    Part of indebtedness

                  	 
    	
                    Date of maturity

                  
	 	 	 
	
                    First
      Mortgage Bonds, 7-1/8% Series Due
July 1, 2023.....

                  	 
    	
                    July 1,
      2023

                  
	
                    First
      Mortgage Bonds Collateral Series A.....................

                  	 
    	
                    December 1,
      2028

                  
	
                    First
      Mortgage Bonds Collateral Series B.....................

                  	 
    	
                    August 1,
      2011

                  
	
                    First
      Mortgage Bonds Collateral Series C.....................

                  	 
    	
                    December 1,
      2012

                  
	
                    First
      Mortgage Bonds Collateral Series D.....................

                  	 
    	
                    December 1,
      2013

                  
	
                    First
      Mortgage Bonds Collateral Series E.....................

                  	 
    	
                    December 1,
      2036

                  
	
                    First
      Mortgage Bonds Collateral Series F.....................

                  	 
    	
                    February 1,
      2013

                  
	
                    First
      Mortgage Bonds Collateral Series G.....................

                  	 
    	
                    November 1,
      2017

                  
	
                    First
      Mortgage Bonds Collateral Series H.....................

                  	 
    	
                    December 1,
      2015

                  


          

        

      

    

    


    Section
4.07.   The Company is a “transmitting utility” as defined in and
for purposes of sections 554B.1 and 554B.3 of the Iowa Code, as the same may be
amended or renumbered from time to time.  Property of the Company,
whether owned at the time of the execution of the Indenture or this Supplemental
Indenture or subsequently acquired, shall secure the obligations covered by the
Indenture and this Supplemental Indenture.

     

    Section
4.08   This Supplemental Indenture and the Indenture,
collectively, are a “construction mortgage lien” as defined in and for purposes
of the Iowa Code, as the same may be amended from time to time.

     

    Section
4.09   For the purpose of giving further constructive notice of
the Indenture and the lien and security interest thereof, annexed to the
original of this Supplemental Indenture that will be recorded in the Office of
the Recorder for Howard County, Iowa and marked Schedule
B,
are true, correct and complete copies of the 1941 Mortgage and the Prior
Supplemental Indentures; notwithstanding the foregoing, copies of the 1941
Mortgage, and/or of any or all of the Prior Supplemental Indentures, may be
annexed to, or may be omitted from, any other original, counterpart, duplicate,
copy or other form of this Supplemental Indenture that may be executed or
delivered by or to any party, recorded or filed in any office, or attached to
any financing statement or other agreement or instrument.  In each
such case, such annexation or omission shall not, in itself, amend, modify,
impair or otherwise affect the Indenture or this Supplemental Indenture, or any
term, provision, lien or security interest thereof or hereof.

     

     

    ARTICLE
V

     

    Miscellaneous

     

    Section
5.01.   The recitals of fact herein shall be taken as statements
of the Company and shall not be construed as made or warranted by the
Trustee.  The Trustee makes no representations as to the validity of
this Supplemental Indenture.  Except as herein otherwise 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    provided, no
duties, responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture other than as
set forth in the Indenture; and this Supplemental Indenture is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions set
forth in the Indenture, as fully to all intents as if the same were herein set
forth at length.

     

    Section
5.02.   This Supplemental Indenture shall be construed in
connection with and as a part of the Indenture.

     

    Section
5.03.   (a)   Whenever in this Supplemental
Indenture either of the parties hereto is named or referred to, such naming or
reference shall be deemed to include the successors or assigns of such party,
and all the covenants and agreements in this Supplemental Indenture contained 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.

     

    (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.

     

    Section
5.04.   (a)   If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision of
this Supplemental Indenture or the Indenture required or deemed to be included
in indentures qualified under the Trust Indenture Act of 1939 (as enacted prior
to the date of this Supplemental Indenture) by any of Sections 310 to 317,
inclusive, of the said Act, such required provisions shall control.

     

    (b)   In
case any one or more of the provisions contained in this Supplemental Indenture
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
5.05.   This Supplemental Indenture may be executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

     


    
      
        
           

        

         


      

      
        11

        
          

        

      

      
         


      

    


    In
Witness Whereof, the party of the first part has caused its corporate name and
seal to be hereunto affixed and this Supplemental Indenture to be signed by its
President or Vice President, and attested by its Secretary or an Assistant
Secretary, for and in its behalf, and the party of the second part has caused
its corporate name to be hereunto affixed, and this Supplemental Indenture to be
signed by its Vice President for and in its behalf, all done as of the 18th
day of December, 2008.

     

    


    Wisconsin
Public Service Corporation,

    


    


    


    By: /s/ Diane L.
Ford

    
      	
              (SEAL)

            	
              Diane L.
      Ford

              Vice President and Corporate
Controller

            


    

     

    


    


    Attest:

    


    


     /s/ Barth J.
Wolf                                                                           

    Barth J.
Wolf

    Secretary

    


    


    Executed by
Wisconsin Public Service

    Corporation, in
presence of:

    


    


     /s/ Janet K.
McKee                                                                           

    


    Name:  Janet K.
McKee                                                                           

    


    


     /s/ Aaron L.
Wallin                                                                           

    


    Name:  Aaron L.
Wallin                                                                           

    


    


    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    U.S.
Bank National Association,

        As
Trustee,

    


    


    By: /s/ Peter M.
Brennan

     Peter M. Brennan

     Vice
President

    


    


    Executed by U.S.
Bank National Association

    in
presence of:

    


    


     /s/ Christine
Maynard                                                                                     

    


    Name:  Christine
Maynard                                                                           

    


    


     /s/ Benjamin D.
Levin                                                                           

    


    Name:  Benjamin D.
Levin                                                                                     

    


    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    State Of
Wisconsin               }

    }  ss.

    Brown
County                        }

    


    Personally came
before me this 15th day
of December, 2008, Diane L. Ford, to me known to be the Vice President
and Corporate Controller, and Barth J. Wolf, to me known to be the
Secretary of the above-named Wisconsin Public Service Corporation, the
corporation described in and which executed the foregoing instrument, and to me
known to be the persons who as such officers executed the foregoing instrument
in the name and behalf of said corporation, and acknowledged the same, and
acknowledged that the seal affixed to said instrument is the corporate seal of
said corporation, and that they signed, sealed and delivered said instrument in
the name and behalf of said corporation by authority of its Board of Directors
and said Diane L. Ford and Barth J. Wolf then and there
acknowledged said instrument to be the free act and deed of said corporation by
each of them voluntarily executed.

     

    Given under my hand
and notarial seal this 15th day of
December, 2008.

     

    


    


     /s/ Kim M.
Michiels

    


    Name:  Kim M.
Michiels

    


    Notary Public,
State of Wisconsin

    


    My
commission expires:  February 19,
2012

    


    


    (Notarial
Seal)

    


    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    State Of
Wisconsin               }

    }  ss.

    Milwaukee
County                }

    


    Personally came
before me this 12th day of December,
2008, Peter M. Brennan, to me known to be a Vice President of the
above-named U.S. Bank National Association, the corporation described in and
which executed the foregoing instrument, and to me known to be the person who as
such officer executed the foregoing instrument in the name and behalf of said
corporation, and acknowledged the same, and that he signed and delivered said
instrument in the name and behalf of said corporation by authority of its Board
of Directors and said Peter M. Brennan then and there acknowledged said
instrument to be the free act and deed of said corporation by him voluntarily
executed.

     

    Given under my hand
and notarial seal this 12th day of
December, 2008.

     

    


    


     /s/ Sheril L.
Hare

    


    Name:  Sheril L.
Hare

    


    Notary Public,
State of Wisconsin

    


    My
commission expires:  August 22,
2010

    


    


    (Notarial
Seal)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    This instrument was
drafted by Benjamin D. Levin of the law firm of Foley & Lardner LLP,
Milwaukee, Wisconsin.


    
      
         


      

      
        15 


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    The property
referred to in Article II of the foregoing Forty-First Supplemental Indenture by
and between Wisconsin Public Service Corporation and U.S. Bank National
Association (successor to Firstar Bank, National Association, successor to
Firstar Trust Company, formerly known as First Wisconsin Trust Company),
Trustee, is that herein specifically described and enumerated or referred to in
this Schedule A.

     

    HOWARD
COUNTY, IOWA

    


    Easements in gross
as more particularly identified on Schedule A-1 attached hereto and hereby made
a part hereof, and affecting the land described on Schedule A-2 attached hereto
and hereby made a part hereof.

     

    


     

    


     

    


     


    
      
        
          A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A-1

     

    Easements in
Gross

     

    


     

    [Attached]

     

    


     

    [All references in
this Schedule A-1 to recorded instruments are to instruments as recorded in the
Office of the Recorder for Howard County, Iowa.]

     

    


     

    


     

    


     


    
      
        
          A-1-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A-2

     

    Land

     

    


     

    [Attached]

     


    
      
        
          A-2-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
B

     

    1941 Mortgage and Prior
Supplemental Indentures

     

    


     

    [Attached]

     


    
      
        
          B-1