Exhibit 4.1


 


 






 








THIRTEENTH
SUPPLEMENTAL INDENTURE


 


FROM


 


WISCONSIN
PUBLIC SERVICE CORPORATION


 


TO


 


U.S. BANK
NATIONAL ASSOCIATION

(SUCCESSOR TO FIRSTAR BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION)


 


TRUSTEE


 





 






 


Dated as of August 14, 2019


 


SUPPLEMENTAL
TO INDENTURE

Dated as of December 1, 1998


 


Senior Debt Securities


 


 









 






     


     


    

 


This THIRTEENTH SUPPLEMENTAL INDENTURE is
made as of the 14th day of August, 2019, 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 Milwaukee, N.A., National Association), a national banking association duly organized and existing under the laws
of the United States, as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY:


 


WITNESSETH: that


 


The Company has heretofore executed and delivered
its Indenture (hereinafter referred to as the “Indenture”), made as of December 1, 1998; and


 


Section 3.01 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, 3.30% Series Due September 1, 2049 (the “Securities of the Series Due 2049”);
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 execution and delivery of this Thirteenth
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 2049 are, and are to be, authenticated, issued and delivered, and
in consideration of the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt
whereof is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the
respective Holders from time to time of such Securities as follows:


 









    1 


     


    




 


Article
I

RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.1 


 


This Supplemental Indenture constitutes an
integral part of the Indenture.


 


SECTION 1.2 


 


For all purposes of this Supplemental Indenture:


 


(a)  
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the
Indenture;


 


(b)  
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections
of this Supplemental Indenture; and


 


(c)  
The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder,”
and “herewith” refer to this Supplemental Indenture.


 


Article
II

THE SECURITIES


 


There is hereby established a series of Securities
pursuant to Section 3.01 of the Indenture as follows:


 


(a)  
The title of the Securities of the series hereby established is “Senior Notes, 3.30% Series Due September 1, 2049.”


 


(b)  
The aggregate principal amount of the Securities of the Series Due 2049 which may be authenticated and delivered under the
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of
other Securities of such series pursuant to Sections 2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall initially be limited to Three
Hundred Million Dollars ($300,000,000), subject to the right of the Company to reopen the Securities of the Series Due 2049 for
the issuance of additional Securities of the Series Due 2049 on the terms and subject to the conditions specified below.


 


(c)  
The Company shall have the right to reopen the Securities of the Series Due 2049 for the issuance of additional Securities
of such series (“Additional Securities of the Series Due 2049”). The issuance of any Additional Securities of the Series
Due 2049 shall constitute a further issuance of, and will be consolidated with, the Securities of the Series Due 2049, so as to
form a single series. The Additional Securities of the Series Due 2049 shall have the same terms hereinafter recited, except for
the issue date, the public offering price and, if applicable, the initial interest payment date. Where appropriate, references
to the Securities of the Series Due 2049 in this Supplemental Indenture shall be deemed to include the Additional Securities of
the Series Due 2049.


 



    2 


     


    




 


(d)  
The Securities of the Series Due 2049 are to be issued in permanent global form without coupons. The beneficial owners of
interests in such permanent Global Security or Securities may not exchange such interests for Securities of such series other than
in the manner provided in Section 2.05 of the Indenture. The Depositary for the Securities of the Series Due 2049 shall be The
Depository Trust Company.


 


(e)  
The Stated Maturity of the Securities of the Series Due 2049 is September 1, 2049.


 


(f)   
The Securities of the Series Due 2049 shall bear interest at the rate of 3.30% per annum, and such interest shall accrue
from August 14, 2019 (or from the most recent Interest Payment Date to which interest on the Securities of the Series Due 2049
has been paid or provided for). The Interest Payment Dates for the Securities of the Series Due 2049 shall be March 1 and September
1 in each year commencing March 1, 2020, or if not a Business Day, the next succeeding Business Day (and without any interest or
other payment in respect of any such delay) and the Regular Record Date for the interest payable on any Interest Payment Date shall
be the February 15 or August 15 (whether or not such day is a Business Day) immediately preceding such Interest Payment Date. Interest
shall be computed on the basis of a 360 day year consisting of twelve 30-day months.


 


(g)  
Principal of and interest on the Securities of the Series Due 2049 shall be payable in U.S. Dollars at the Corporate Trust
Office of the Trustee in St. Paul, Minnesota.


 


(h)  
At any time prior to March 1, 2049 (the “Early Call Date”), the Securities of the Series Due 2049 will be redeemable
in whole or in part from time to time, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the Securities of the Series Due 2049 being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities of the Series Due 2049 being redeemed that would be due if such
Securities of the Series Due 2049 matured on the Early Call Date but for the redemption (exclusive of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate as hereinafter defined, plus 20 basis points, plus in each case accrued and unpaid interest to, but not including,
the Redemption Date. At any time on or after the Early Call Date, the Company may redeem the Securities of the Series Due 2049,
in whole or in part from time to time, at 100% of the principal amount of the Securities of the Series Due 2049 being redeemed
plus accrued and unpaid interest to, but not including, the Redemption Date.


 


Such Redemption Date shall be set forth in
an Officer’s Certificate delivered to the Trustee on or before the Redemption Date and upon which the Trustee may conclusively
rely.


 


For purposes of this paragraph (h):


 






    3 


     


    

 


“Treasury Rate” means, with respect
to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date; provided that, if the Independent Investment Banker
shall determine that there is no such Comparable Treasury Issue, such rate per year shall be equal to the estimated semiannual
equivalent yield to maturity that a United States Treasury security having a maturity comparable to the remaining term of the Securities
of the Series Due 2049 to be redeemed (assuming, for this purpose, that the Securities of the Series Due 2049 mature on the Early
Call Date) would bear, if such security were available, such estimate to be made by the Reference Treasury Dealers on the basis
of interpolation, extrapolation and other accepted financial practices, taking into account (a) the yields to maturity of United
States Treasury securities of other maturities, (b) yields to maturity of other U.S. dollar denominated debt securities having
a maturity comparable to the remaining term of the Securities of the Series Due 2049 to be redeemed (assuming, for this purpose,
that the Securities of the Series Due 2049 mature on the Early Call Date) and (c) applicable interest rate spreads between
United States Treasury securities and such other debt securities, all as of 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.


 


“Comparable Treasury Issue” means
the United States Treasury security or securities selected by the Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Securities of the Series Due 2049 being redeemed (assuming, for this purpose,
that the Securities of the Series Due 2049 mature on the Early Call Date) that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to
the remaining term of such Securities of the Series Due 2049.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.


 


“Comparable Treasury Price” means,
with respect to any Redemption Date, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such redemption date.


 


“Reference Treasury Dealer” means
each of BofA Securities, Inc. and Wells Fargo Securities, LLC and their respective successors, one primary U.S. government securities
dealer (a “Primary Treasury Dealer”) selected by each of MUFG Securities Americas Inc. and PNC Capital Markets LLC
and two other Primary Treasury Dealers selected by the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury
Dealer, the Company will select another Primary Treasury Dealer which will be substituted for that dealer.


 






    4 


     


    

 


(i)    
The Securities of the Series Due 2049 shall not be subject to any sinking fund and shall not be redeemable at the option
of the Holders thereof.


 


(j)    
The Securities of the Series Due 2049 shall initially be issued in whole in the form of one or more Global Securities. If
individual securities of the Series Due 2049 are issued under the conditions specified in Section 2.05 of the Indenture, individual
certificates will be issued in denominations of $1,000 or any integral multiple thereof.


 


Such Securities of the Series Due 2049 and
Additional Securities of the Series Due 2049, if any, shall be initially authenticated and delivered from time to time upon delivery
to the Trustee of the documents required by Section 3.01 of the Indenture and the form of Securities for the Securities of the
Series Due 2049 and Additional Securities of the Series Due 2049, if any, substantially in the form of Security attached hereto
as Appendix I, which is incorporated herein by reference.


 


Article
III

MISCELLANEOUS


 


SECTION 3.1 


 


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 3.2 


 


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


 


SECTION 3.3 


 


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


 


(b)  
In case any one or more of the provisions contained in this Supplemental Indenture or in the Securities issued hereunder
should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby.


 






    5 


     


    

 


SECTION 3.4 


 


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 3.5 


 


(a)  
This Supplemental Indenture may be simultaneously executed in several counterparts, and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same instrument.


 


(b)  
The descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this
Supplemental Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions
hereof.


 






    6 


     


    

 


IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE
CORPORATION has caused this Supplemental Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice Chairman
or a Vice President, or any other officer selected by the Board of Directors, and its corporate seal to be hereunto affixed, duly
attested by its Secretary or an Assistant Secretary, and U.S. BANK NATIONAL ASSOCIATION, as Trustee as aforesaid, has caused this
Supplemental Indenture to be executed by one of its authorized signatories, as of August 14, 2019.


 








	 	 	WISCONSIN PUBLIC SERVICE CORPORATION
	 	 	 
	[SEAL]	 	 
	 	 	By:	/s/ Scott J. Lauber
	 	 	 	Scott J. Lauber
	 	 	 	Executive Vice President, Chief Financial Officer and Treasurer







 





	ATTEST:	 	 
	 	 	 
	 	 	 
	By:	/s/ Keith H. Ecke	 	 
	 	Keith H. Ecke	 	 
	 	Assistant Corporate Secretary	 	 
	 	 	 













 





	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	 	By:	/s/ Peter M. Brennan
	 	 	 	Peter M. Brennan
	 	 	 	Vice President







  


[ Signature Page to Closing Document No. 4(f) - Thirteenth Supplemental Indenture ]



 









     


     


    




 


APPENDIX I


 


$___________


 


 


CUSIP: No. 976843 BM3


 


THIS SECURITY IS A GLOBAL SECURITY REGISTERED
IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.*


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*


 





 










*
To be included so long as Security is a Global Security.


 






    8


     


    




 


WISCONSIN PUBLIC SERVICE CORPORATION

Senior Note, 3.30% Series Due September 1, 2049


 


WISCONSIN PUBLIC SERVICE CORPORATION, a corporation
duly organized and existing under the laws of Wisconsin (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________, or
registered assigns, the principal sum of ____________________ on September 1, 2049 and to pay interest thereon from August 14,
2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March
1 and September 1 in each year, commencing March 1, 2020, or if not a Business Day, the next succeeding Business Day (and without
any interest or other payment in respect of any such delay) at the rate of 3.30% 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
3.30% per annum on any overdue principal and premium and on any overdue installment of interest. Interest shall be computed on
the basis of a 360 day year consisting of twelve 30-day months. 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 February 15 or August 15 (whether or not such day is a Business Day) immediately preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Trustee maintained for that purpose,
in St. Paul, Minnesota, in Dollars, provided, however, that at the option of the Company payment of interest may be made by wire
transfer of immediately available funds into the account specified by the Depositary so long as this note is in the form of Global
Security and otherwise by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.


 






    9


     


    




 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 





	 	 	WISCONSIN PUBLIC SERVICE CORPORATION
	 	 	 
	 	 	By  	 
	 	 	 
	Attest:	 	 
	 	 	 
	 	 	 
	 	 	[SEAL]







 






    10


     


    

 


Form of Trustee’s Certificate
of Authentication.


 


Dated: August 14, 2019


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 





	 	 	 
	 	 	As Trustee
	 	 	 
	 	 	 
	 	 	By	 
	 	 	Authorized Signatory







 


Form of Reverse of Security.


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of December 1, 1998 (herein called the “Indenture”), between the Company and a predecessor
of U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to Three Hundred Million Dollars ($300,000,000), subject to
the right of the Company to reopen the Securities of this series for the issuance of additional Securities of this series on the
terms and subject to the conditions specified in the Thirteenth Supplemental Indenture to the Indenture.


 


At any time prior to March 1, 2049 (the “Early
Call Date”), the Securities will be redeemable in whole or in part from time to time, at the Company’s option, at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities being redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on the Securities being redeemed that would be due
if such Securities matured on the Early Call Date but for the redemption (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Thirteenth Supplemental Indenture to the Indenture) plus 20 basis points, plus in each case accrued and
unpaid interest to, but not including, the Redemption Date. At any time on or after the Early Call Date, the Company may redeem
the Securities, in whole or in part from time to time, at 100% of the principal amount of the Securities being redeemed plus accrued
and unpaid interest to, but not including, the Redemption Date.


 






    11


     


    

 


In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.


 


If any Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest,
if any, on the Securities of this series shall terminate.


 


This Security is subject to Defeasance as
described in the Indenture.


 


The Indenture may be modified by the Company
and the Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, the Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall bind
such Holder and all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium,
if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.


 






    12


     


    

 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture imposes certain limitations
on the ability of the Company to, among other things, merge or consolidate with any other Person or sell, assign, transfer or lease
all or substantially all of its properties or assets. All such covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture.


 


A director, officer, employee or shareholder,
as such, of the Company shall not have any liability for any obligations of the Company under this Security or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Security,
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security.


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures (“CUSIP”), the Company has caused CUSIP numbers to be printed
on the Securities of this series as a convenience to the Holders of the Securities of this series. No representation is made as
to the correctness or accuracy of such numbers as printed on the Securities of this series and reliance may be placed only on the
other identification numbers printed hereon.


 


All capitalized terms used in this Security
without definition which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






    13


     


    




 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form
below: (I) or (we) assign and transfer this Security to


 


 


(Insert assignee’s social security
or tax I.D. number)


 


 


 


 


 


 


 


 


(Print or type assignee’s name, address
and zip code)


 


and irrevocably appoint __________________________________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 





	Dated:	 	Your Signature:	 
	 	 	(Sign exactly as your

                                   name appears on the other

                                   side of this Security)








 





	Signature Guaranty:	 	 
	 	[Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other signature guarantee program as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.]







 





	Social Security Number or Taxpayer Identification	 
	Number:	 	 







 









    14