1
EXHIBIT 99.2
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Corporation or
its agent 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 DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), 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.
CUSIP NO. 78412D AA 7
SEMCO ENERGY, INC.
SERIES 8% SENIOR NOTE
DUE 2010
Principal Amount: $30,000,000
Regular Record Date: The fifteenth calendar day, whether or not a Business
Day, prior to the Interest Payment Date
Original Issue Date: April 17, 2000
Maturity: April 30, 2010
Interest Payment Dates: Semi-annually on each April 30 and October 31,
commencing on October 31, 2000
Interest Rate: 8% per annum
Authorized Denomination: $1,000 or any integral multiples thereof
Place of Payment: Any designated office of the Trustee, including such
office located in the Borough of Manhattan.
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
THIRTY MILLION DOLLARS ($30,000,000) on the Maturity shown above, unless
redeemed prior thereto as hereinafter provided, and to pay interest thereon from
the Original Issue Date shown
2
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 in each year, commencing on October 31, 2000, at the rate per annum shown
above (the "Interest Rate") until the principal hereof (and premium, if any) is
paid or made available for payment and on any overdue principal (and premium, if
any) and on any overdue installment of interest. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Series 8%
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. 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 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.
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 principal (and premium, if any) or interest is payable on this Security is
not a Business Day, then payment of the principal (and premium, if any) or
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.
Payment of the principal (and premium, if any) of this Security, when
due and payable, shall be made upon surrender of this Security, at any Place of
Payment, 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. At the
option of the Corporation, all payments of principal may be made by check to the
registered holder of the Security or such other person entitled thereto against
surrender of such Security. Payment of interest will be made, 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.
2
3
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.
3
4
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed under its corporate seal.
Dated: April 17, 2000
SEMCO ENERGY, INC.
By:
-----------------------------------
William L. Johnson
Chairman of the Board and
Chief Executive Officer
Attest:
- ------------------------------------
Sherry L. Abbott, Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
-----------------------------------
-----------------------------------
4
5
(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 23, 1998 (the "Indenture"), between the
Corporation and Bank One Trust Company, National Association, successor to NBD
Bank, as Trustee (the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture 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 8% Senior Notes Due April 30, 2010 (the "Series Notes") in the
aggregate principal amount of up to $30,000,000. 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 redeemable, in whole or in part, at
any time on or after April 30, 2003 at a redemption price equal to: (1) 101% of
the principal amount redeemed for redemptions occurring during the 12 months'
period ending on April 29, 2004; and (2) 100% of the principal amount redeemed
for redemptions occurring on or after April 30, 2004, plus in all instances any
accrued and unpaid interest to the date of redemption.
For purposes of this provision, a "Beneficial Owner" means the person
who has the right to sell, transfer or otherwise dispose of an interest in a
Series 8% Senior Note and the right to receive the proceeds therefrom, as well
as the interest and principal payable to the holder thereof. In general, a
determination of beneficial ownership in the Series 8% Senior Notes will be
subject to the rules, regulations and procedures governing the depositary and
institutions that have accounts with the depositary or a nominee thereof
("Participants").
Unless the Series 8% Senior Notes have been declared due and payable
prior to their maturity by reason of an event of default under the Indenture,
the Representative (defined below) of a deceased Beneficial Owner has the right
to request redemption of all or part of such Beneficial Owner's interest in the
Series 8% Senior Notes. The request must be expressed in multiples of $1,000.
The Corporation will redeem such Beneficial Owner's Series 8% Senior Notes
subject to the following limitations. The Corporation will not be obligated to
redeem during the period from the initial issuance of the Series 8% Senior Notes
through and including March 31, 2001 (the "Initial Period"), and during any
twelve-month period which ends on and includes each March 31 thereafter (each
such twelve-month period being hereinafter referred to as a "Subsequent Period")
(i) on behalf of any deceased Beneficial Owner, any interest in the Series 8%
Senior Notes which exceeds a principal amount of $30,000 and (ii) interests in
the Series 8% Senior Notes in an aggregate principal amount exceeding
6
$600,000. A request for redemption may be presented to the Trustee under the
Indenture by the Representative of a deceased Beneficial Owner at any time and
in any principal amount in integral multiples of $1,000. Representatives of
deceased Beneficial Owners must make arrangements with the Participant in the
depositary through whom such interest is owned in order that timely presentation
of redemption requests can be made by the Participant and, in turn, by the
depositary, to the Trustee. If the Corporation, although not obligated to do so,
chooses to redeem interests in the Series 8% Senior Notes of a deceased
Beneficial Owner during the Initial Period or in any Subsequent Period in excess
of the $30,000 limitation, such redemption, to the extent that it exceeds the
$30,000 limitation for any deceased Beneficial Owner, shall not be included in
the computation of the $600,000 aggregate limitation for such Initial Period or
such Subsequent Period, as the case may be.
Subject to the $30,000 and the $600,000 limitations, the Corporation
will, upon the death of a Beneficial Owner, redeem the interest of such
Beneficial Owner in the Series 8% Senior Notes within 60 days following receipt
by the Trustee of a Redemption Request (defined below), including all supporting
documentation, from such Beneficial Owner's representative, or surviving joint
tenant(s), tenant(s) by the entirety or tenant(s) in common, or other persons
entitled to effect a Redemption Request (each of which is a "Representative").
If, during the Initial period or any Subsequent Period, Redemption Requests
exceed the aggregate principal amount of Series 8% Senior Notes required to be
redeemed, then such excess Redemption Requests (subject in the case of the
$30,000 limitation to the provisions of the last sentence of the preceding
paragraph) will be applied to successive Subsequent Periods in order of receipt,
regardless of the number of Subsequent Periods required to redeem such interests
unless sooner withdrawn as described below.
A request for redemption of an interest in the Series 8% Senior Notes
may be made by delivering a request to the Participant in the depositary through
whom the deceased Beneficial Owner owned such Series 8% Senior Notes, in form
satisfactory to the Participant, together with evidence of the death of the
Beneficial Owner and the authority of the Representative satisfactory to the
Participant and the Trustee. A Representative of a deceased Beneficial Owner may
make the request for redemption and shall submit such other evidence of the
right to such redemption as the Participant or the Trustee shall require. The
request shall specify the principal amount of Series 8% Senior Notes to be
redeemed. A request for redemption in form satisfactory to the Participant and
accompanied by the documents relevant to the request as above provided, together
with a certification by the Participant that it holds the interest on behalf of
the deceased Beneficial Owner with respect to whom the request for redemption is
being made (a "Redemption Request"), must be provided to the depositary by a
Participant, and the depositary will forward the request to the Trustee.
Redemption Requests, including all supporting documentation, must be in the form
satisfactory to the Trustee, and no request for redemption will be considered
validly made until the Redemption Request and all supporting documentation, in
form satisfactory to the Trustee, have been received by the Trustee.
7
The price to be paid by the Corporation for an interest in the Series
8% Senior Notes to be redeemed pursuant to the request of a Representative of a
deceased Beneficial Owner is 100% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of payment. Subject to arrangements
with the depositary, payment for interests in the Series 8% Senior Notes which
are to be redeemed will be made to the depositary within 60 days following
receipt by the Trustee of the Redemption Request, including all supporting
documentation, and the Series 8% Senior Notes in the aggregate principal amount
specified in the Redemption Requests submitted to the Trustee by the depositary
which are to be fulfilled in connection with such payment. Any acquisition of
Series 8% Senior Notes by the Corporation or its subsidiaries other than by
redemption at the option of a Representative of a deceased Beneficial Owner
shall not be included in the computation of either the $30,000 or the $600,000
limitation for the Initial Period or for any Subsequent Period.
Interests in the Series 8% Senior Notes held in tenancy by the
entirety, joint tenancy or by tenants in common will be deemed to be held by a
single Beneficial Owner, and the death of a tenant in common, tenant by the
entirety or joint tenant will be deemed the death of a Beneficial Owner. The
death of a person who, during such person's lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of the Series 8% Senior
Notes will be deemed the death of the Beneficial Owner, regardless of the
recordation of such interest on the records of the Participant in the
depositary, if such rights can be established to the satisfaction of the
Participant and the Trustee. Such interest shall be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or
the Uniform Transfers to Minors Act, community property or other similar joint
ownership arrangements, including individual retirement accounts or Keogh [H.R.
10] plans maintained solely by or for the decedent or by or for the decedent and
any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a holder during such person's lifetime.
In the case of a Redemption Request which is presented on behalf of a
deceased Beneficial Owner and which has not been fulfilled at the time the
Corporation gives notice of its election to redeem the Series 8% Senior Notes,
the Series 8% Senior Notes which are the subject of such Redemption Request
shall not be eligible for redemption pursuant to the Corporation's option to
redeem but shall remain subject to redemption pursuant to such Redemption
Request. Subject to the provisions of the immediately preceding sentence, any
Redemption Request may be withdrawn upon delivery of a written request for such
withdrawal given to the Trustee by the depositary prior to payment for
redemption of interests in the Series 8% Senior Notes by reason of the death of
a Beneficial Owner.
The Corporation is legally obligated to redeem Series 8% Senior Notes
properly presented for redemption pursuant to a Redemption Request in accordance
with and subject to the terms, conditions and limitations in the Indenture, as
summarized above. The Corporation's redemption obligation is not cumulative.
Nothing in the Indenture prohibits the Corporation from redeeming, in
fulfillment of the
8
Redemption Requests made pursuant to the Indenture, Series 8% Senior Notes in
excess of the principal amount that the Corporation is obligated to redeem, nor
does anything in the Indenture prohibit the Corporation from purchasing any
Series 8% Senior Notes in the open market. However, the Corporation may not use
any Series 8% Senior Notes redeemed or purchased as described in the immediately
preceding sentence as a credit against the Corporation's redemption obligation.
Because of the limitations of the Corporation's requirement to redeem,
no Beneficial Owner can have any assurance that his or her Series 8% Senior
Notes will be paid prior to 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 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 any 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 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.
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.
9
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 have failed to institute any such proceeding for 60 days after receipt of
such notice, request and offer of indemnity and shall not have received during
such 60-day period 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. 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 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 $1,000 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 authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Security or Securities to be
exchanged at any Place of Payment.
Prior to the due presentment of a Security for registration of
transfer, the Corporation, the Trustee and any agent of the Corporation or
Trustee may treat the registered Holder thereof as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to certain Indenture provisions) interest on, such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Corporation, the Trustee nor any agent of the Corporation or the Trustee
shall be affected by notice to the contrary.
This Security shall be governed by, and construed in accordance with,
the internal laws of the State of New York.
10
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.
11
Signature(s) must be guaranteed by an eligible guarantor institution
participating in a Securities Transfer Association's recognized signature
guarantee program.