WISCONSIN POWER AND LIGHT COMPANY
OFFICERS' CERTIFICATE
Dated as of October 27, 1998
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Setting Forth Terms of a Series of Debt Securities
5.70% Debentures Due October 15, 2008
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Pursuant to the Indenture
Dated as of June 20, 1997
OFFICERS' CERTIFICATE
The undersigned, the Vice President-Treasurer and Corporate Secretary
and the Assistant Treasurer of Wisconsin Power and Light Company, a Wisconsin
corporation (the "Company"), hereby certify as provided below pursuant to
Section 2.01 of the Indenture, dated as of June 20, 1997 (the "Indenture"),
between the Company and Firstar Trust Company (subsequently succeeded by Firstar
Bank Milwaukee, N.A.) (the "Trustee"). This Officers' Certificate is delivered,
pursuant to authority granted to the undersigned by resolutions adopted on April
21, 1998 by the Board of Directors of the Company, for the purpose of creating
and setting forth the terms of a series of Securities to be issued pursuant to
the Indenture. Capitalized terms not otherwise defined herein are used as
defined in the Indenture.
1. The Board of Directors of the Company has authorized the creation by
the Company of the series of Securities described below pursuant to this
Officers' Certificate and in accordance with the Indenture.
2. The title of the Securities shall be "5.70% Debentures due October
15, 2008" (herein called the "Debentures").
3. The aggregate principal amount of Debentures which may be
authenticated and delivered under the Indenture is limited to U.S. $60,000,000,
except for Debentures authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debentures as provided in Sections
2.07, 2.08, 2.13 or 9.06 of the Indenture and except for Debentures which,
pursuant to Section 2.02 of the Indenture, are deemed never to have been
authenticated and delivered thereunder.
4. The principal of the Debentures shall be payable in U.S. dollars on
October 15, 2008.
5. The Debentures shall bear interest at the rate of 5.70% per annum;
such interest shall accrue from October 30, 1998 (or from the most recent
interest payment date to which interest on the Debentures has been paid or
provided for); the interest payment dates on which such interest shall be
payable shall be April 15 and October 15 in each year, commencing April 15,
1999; the record dates for the determination of Holders to whom interest is
payable shall be the April 1 or October 1 next preceding each interest payment
date. Interest on the Debentures shall be payable in U.S. dollars.
6. Pursuant to the Indenture, the Trustee has been appointed as the
Registrar for the Debentures. The Trustee is hereby further appointed as the
initial Paying Agent and Transfer Agent of the Debentures. The principal of and
interest on the Debentures shall be payable at the office of the Paying Agent,
which shall initially be located in Milwaukee, Wisconsin.
7. The Debentures shall not be redeemable prior to maturity, shall not
be subject to any sinking fund and shall not be repurchasable at the option of a
Holder. The Debentures shall be issuable as Registered Securities and shall not
be exchangeable for Bearer Securities.
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8. Section 4.07 of the Indenture shall apply to the Debentures.
9. Defeasance and covenant defeasance under Article 8 of the Indenture
shall be applicable to the Debentures.
10. The Debentures shall initially be issued in whole in the form of
one or more global Securities. The Depository Trust Company, a clearing agency
registered under the Securities Exchange Act of 1934, as amended ("DTC"), shall
initially serve as the depositary for such global Security or Securities. For so
long as DTC shall be the depositary, all Debentures shall be registered in its
name or in the name of a nominee thereof. While the Debentures are evidenced by
one or more global Securities, the depositary or its nominee, as the case may
be, shall be the sole Holder thereof for all purposes under the Indenture.
Neither the Company nor the Trustee shall have any responsibility or the
obligation to the depositary's participants or the beneficial owners for whom
they act with respect to their receipt from the depositary of payments on the
Debentures or notices given under the Indenture. The global Security or
Securities provided for hereunder shall bear such legend or legends as may be
required from time to time by the depositary.
11. Except as hereinafter described, Debentures in definitive form will
not be issued. Notwithstanding the foregoing, in the event the Company decides
to discontinue the use of global Securities, or if DTC is at any time unwilling
or unable to continue as depositary, and a successor depositary is not appointed
by the Company within 90 days, the Company will issue individual Debentures in
certificated form to owners of "book entry" ownership interests in exchange for
the Debentures held by DTC or its nominee, as the case may be. In such instance,
an owner of a "book-entry" ownership interest will be entitled to physical
delivery of certificates equal in principal amount to such "book-entry"
ownership interest and to have such certificates registered in its name.
Individual certificates so issued will be issued in denominations of $1,000 or
any multiple thereof.
12. Additional terms regarding the Debentures are as set forth in the
form of Debenture set forth below.
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13. The form of the Debentures shall be substantially as follows:
[Form of 5.70% Debenture due October 15, 2008]
No. R-___________ $_____________
WISCONSIN POWER AND LIGHT COMPANY
5.70% Debenture due October 15, 2008
CUSIP 976826 BB 2
WISCONSIN POWER AND LIGHT COMPANY
promises to pay to _____________________________________________________________
or registered assigns
the principal sum of _______________________________ Dollars on October 15, 2008
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Dated:
FIRSTAR BANK MILWAUKEE, N.A. WISCONSIN POWER AND LIGHT COMPANY
(As successor to Firstar Trust
Company)
Transfer Agent and Paying Agent
By: _______________________________
[Title of Authorized Officer]
Authenticated:
FIRSTAR BANK MILWAUKEE, N.A. (CORPORATE SEAL)
(As successor to Firstar Trust
Company)
Registrar _______________________________
[Assistant] Secretary
By: ____________________________
Authorized Signatory
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WISCONSIN POWER AND LIGHT COMPANY
5.70% Debenture due October 15, 2008
Interest. Wisconsin Power and Light Company (the "Company"), a
Wisconsin corporation, promises to pay interest on the principal amount of this
Security (as defined herein) at the rate per annum shown above. The Company will
pay interest semiannually on April 15 and October 15 of each year commencing
April 15, 1999. Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from October
30, 1998. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
Method of Payment. The Company will pay interest on the Securities to
the persons who are registered holders of Securities at the close of business on
the record date for the next interest payment date, except as otherwise provided
in the Indenture. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. The Company may pay principal and interest by check payable
in such money. It may mail an interest check to a holder's registered address.
Securities Agents. Initially, Firstar Bank Milwaukee, N.A. (as
successor to Firstar Trust Company) will act as Paying Agent, Transfer Agent and
Registrar. The Company may change any Paying Agent or Transfer Agent without
notice. The Company or any Affiliate may act in any such capacity. Subject to
certain conditions, the Company may change the Trustee.
Indenture. The Company issued the securities of this series
(individually a "Security" and collectively the "Securities") under an
Indenture, dated as of June 20, 1997 (the "Indenture"), between the Company and
Firstar Trust Company (subsequently succeeded by Firstar Bank Milwaukee, N.A.)
(the "Trustee"). The terms of the Securities include those stated in the
Indenture and in the Officers' Certificate establishing the Securities and those
made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the
above-referenced Officers' Certificate and such Act for a statement of such
terms.
Maturity; No Redemption Prior to Maturity. The principal on the
Securities shall be payable on October 15, 2008. The Securities are not
redeemable prior to maturity.
Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and whole multiples of $1,000.
The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. The Transfer Agent may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or the Indenture.
Persons Deemed Owners. The registered holder of a Security may be
treated as its owner for all purposes.
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Amendments and Waivers. Subject to certain exceptions, the Indenture or
the Securities may be amended with the consent of the holders of not less than a
majority in aggregate principal amount of the securities of all series affected
by the amendment. Subject to certain exceptions, a default on a series may be
waived with the consent of the holders of a majority in principal amount of the
series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any ambiguity, omission,
defect or inconsistency; to provide for assumption of Company obligations to
Securityholders; or to make any change that does not materially adversely affect
the rights of any Securityholder.
Restrictive Covenants. The Securities are unsecured general obligations
of the Company limited to $60,000,000 principal amount. The Indenture does not
limit other unsecured debt. Section 4.07 of the Indenture, which limits certain
mortgages and other liens, will apply with respect to the Securities. The
limitations are subject to a number of important qualifications and exceptions.
Successors. When a successor assumes all the obligations of the Company
under the Securities and the Indenture, the Company will be released from those
obligations.
Defeasance Prior to Maturity. Subject to certain conditions, the
Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to maturity. U.S. Government Obligations are securities backed by the
full faith and credit of the United States of America or certificates
representing an ownership interest in such Obligations.
Defaults and Remedies. An Event of Default includes: default for 60
days in payment of interest on the Securities; default in payment of principal
on the Securities; default by the Company for a specified period after notice to
it in the performance of any of its other agreements applicable to the
Securities; and certain events of bankruptcy or insolvency. If an Event of
Default occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of the Securities may declare the principal of all the
Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Securities. Subject to certain
limitations, holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.
Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with those persons, as
if it were not Trustee.
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No Recourse Against Others. A director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.
Authentication. This Security shall not be valid until authenticated by
a manual signature of the Registrar.
Abbreviations. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to
Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act).
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Officers' Certificate, which
contains the text of this Security. Requests may be made to: Corporate
Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue,
Madison, Wisconsin 53703.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
[Form of Assignment Form]
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to ____________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
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(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint __________________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.
Date: ____________, ____ Your signature: _____________________________
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(Sign exactly as your name appears on the face of this Security)
Signature Guaranteed:
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IN WITNESS WHEREOF, we have set our hands and the corporate seal of the
Company as of the day and year first above written.
WISCONSIN POWER AND LIGHT COMPANY
By: ________________________________
Edward M. Gleason
Vice President-Treasurer and
Corporate Secretary
By: ________________________________
Robert A. Rusch
Assistant Treasurer
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