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EXHIBIT 4.2
CUSIP NO.
SEMCO ENERGY, INC.
SERIES _____% SENIOR NOTE
DUE __________, _____
Principal Amount: $_______________
Regular Record Date: _________________
Original Issue Date: ___________, _____
Stated Maturity: ___________, _____
Interest Payment Dates: _______________
Interest Rate: _______% per annum
Authorized Denomination: $___________ or any integral multiples thereof
SEMCO Energy, Inc., a Michigan corporation (the "Corporation", which
term includes any successor corporation under the Indenture referred to on the
reverse hereto, for value received, hereby promises to pay to _____________ or
its registered assigns, the principal sum of _______________________ DOLLARS
($__________) on the Stated Maturity shown above and to pay interest thereon
from the Original Issue Date shown above, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, in arrears
on each Interest Payment Date as specified above, commencing on the Interest
Payment Date next succeeding the Original Issue Date shown above and on the
Stated Maturity at the rate per annum shown above (the "Interest Rate") until
the principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date (other than an Interest Payment Date that is the Stated Maturity)
will, as provided in such Indenture, be paid to the Person in whose name
this Series _____% Senior Note (this "Security") is registered at the close
of business on the Regular Record Date as specified above next preceding such
Interest Payment Date; provided that any interest payable at Stated Maturity
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Indenture, 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 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
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mailed 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, if any, on which
the Securities of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in said Indenture.
Payments of interest on this Security will include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means a day other than (i) a Saturday or a Sunday, or (ii) a day on which banks
in New York, New York are authorized or obligated by law or executive order to
remain closed.
Payment of the principal of and interest due at the Stated Maturity of
this Security shall be made upon surrender of this Security, at the Corporate
Trust Office, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. Payment
of interest (including interest on an Interest Payment Date) will be made,
subject to such surrender where applicable, at the option of the Corporation,
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer to an
account maintained by the Person entitled thereto located inside the United
States.
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.
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IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed under its corporate seal.
Dated: _____________, ______
SEMCO ENERGY, INC.
By: ______________________
Its: _________________
Attest:
________________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
NBD BANK, as Trustee
By: ______________________
Its: _________________
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(Reverse Side of Security)
This Security is one of a duly authorized issue of Securities of the
Corporation (the "Securities"), issued and issuable in one or more series under
an Indenture, dated as of October, 1998, as supplemented (the "Indenture"),
between the Corporation and NBD Bank, as Trustee (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, limitation of rights, duties and immunities thereunder of the
Corporation, the Trustee and the Holders of the Securities issued thereunder and
of the terms upon which said Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof as
Series _____% Senior Notes due __________, ____ (the "Series Notes") in the
aggregate principal amount of up to $____________. Capitalized terms used herein
for which no definition is provided herein shall have the meanings set forth in
the Indenture.
[THE SECURITIES OF THIS SERIES ARE NOT SUBJECT TO REDEMPTION PRIOR TO
THEIR STATED MATURITY.]
If an Event of Default with respect to the 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, with the effect and subject to
the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The Indenture contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series with
respect to which a default under the Indenture shall have occurred and be
continuing (voting as one class), on behalf of the Holders of the Securities of
all such series, to waive, with certain exceptions, such default under the
Indenture and its consequences. The Indenture also permits the Holders of not
less than 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 compliance by the Corporation with certain provisions of the Indenture
affecting such series. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon 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 Corporation,
which is absolute and
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unconditional, to pay the principal of 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 Corporation for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar and 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 of like tenor and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request and shall have failed to institute any such proceeding for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any interest hereon and any
Additional Amounts on or after the respective due dates expressed herein.
The Indenture contains provisions for defeasance at any time of all or
a portion of the indebtedness of the Securities of this series and for covenant
defeasance at any time of certain covenants in the Indenture upon compliance
with certain conditions set forth in the Indenture.
Prior to due presentment of this Security for registration of transfer,
the Corporation, the Trustee and any agent of the Corporation 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
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities of this series are issuable only in registered form
without coupons in denominations of $__________ and any integral multiple
thereof. As provided in the Indenture and subject to the limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of any
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authorized denomination, as requested by the Holder surrendering the same upon
surrender of the Security or Securities to be exchanged at the office or agency
of the Corporation.
This Security shall be governed by, and construed in accordance with,
the internal laws of the State of New York.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ..................... Custodian............................
(Cust) (Minor)
Under Uniform Gifts to Minors Act..............................................
(State)
Additional abbreviations may also be used though not on the above list.
_______________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfers) unto
_______ (please insert Social Security or other identifying number of assignee).
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing agent to transfer said Security on the books of the Corporation,
with full power of substitution in the premises.
Dated: ____________________ _________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular without alteration or enlargement, or any
change whatever.
