EXHIBIT 4(f)
_________________________________________________________________
_________________________________________________________________
IES UTILITIES INC.
TO
THE FIRST NATIONAL BANK OF CHICAGO
AND
RICHARD D. MANELLA
As Trustees
__________________
SUPPLEMENTAL INDENTURE
Dated as of December 1, 1994
__________________
Providing for the merger of Iowa Southern Utilities Company,
an Iowa Corporation, into Iowa Electric Light and Power Company,
an Iowa Corporation, with Iowa Electric Light and Power Company
being the surviving corporation of such merger under a new
corporate name, IES Utilities Inc.
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TABLE OF CONTENTS
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Page
PARTIES 1
RECITALS 1
ARTICLE I.
ASSUMPTION BY IESU
Section 1. Assumption by IESU, an Iowa corporation,
of payment on all bonds outstanding under
the Indenture and performance of covenants
and conditions of the Indenture 4
ARTICLE II.
DESCRIPTION OF ADDITIONAL PROPERTY SUBJECT TO LIEN
Section 1. Conveyance of properties and description
thereof 4
ARTICLE III.
TRUSTEE
Section 1. Trustees accept terms and conditions of
the Indenture 7
Section 2. Trustees entitled to exemption and
immunities of the Indenture 7
ARTICLE IV.
MISCELLANEOUS
Section 1. Supplemental Indenture to be read and
construed in connection with and as a
part of the Indenture 7
Section 2. Recitals of facts to be taken as
statements of IESU and the Trustee 7
Section 3. Recitals deemed to be part of
Supplemental Indenture 7
Section 4. Supplemental Indenture to be binding
upon successors and assigns of the
respective parties 7
Section 5. Execution in several counterparts 7
ATTESTATION CLAUSE 8
ACKNOWLEDGMENTS 9
P A R T I E S:
This Supplemental Indenture dated as of the 1st day of
December, 1994 between IES Utilities Inc., a corporation
organized and existing under the laws of the State of Iowa
(hereinafter sometimes called "IESU" and formerly known as Iowa
Electric Light and Power Company ("IE"), which was the surviving
corporation of a merger pursuant to an Agreement and Plan of
Merger, dated as of June 4, 1993, as amended (the "1993 Merger
Agreement"), between IE and Iowa Southern Utilities Company, a
corporation organized under the laws of the State of Iowa
("ISU")), party of the first part, and The First National Bank of
Chicago, a national banking association, and Richard D. Manella,
as Trustees (both of whom are hereinafter referred to as the
"Trustees" and the first mentioned of whom is hereinafter
referred to as the "Corporate Trustee" and last mentioned of whom
is hereinafter referred to as the "Individual Trustee"), parties
of the second part,
W I T N E S S E T H:
WHEREAS, a certain Indenture or Deed of Trust dated as
of the 1st day of February, 1923 (hereinafter sometimes termed
the "Original Indenture"), was made between Old ISU (as
hereinafter defined), as party of the first part, and The
Northern Trust Company and Harold H. Rockwell, as trustees, as
parties of the second part, whereby Old ISU mortgaged and pledged
to said trustees and their successors in the trust and assigns,
all and singular its properties, real, personal and mixed, then
owned, or which might thereafter be acquired (except certain
property expressly excepted and reserved from the lien thereof),
for the purpose of securing the payment of the principal and
interest of all bonds at any time issued and outstanding under
the Original Indenture and to secure the performance and
observance of all the covenants and conditions upon which said
bonds might be issued, received and held, in trust, and subject
to the agreements, covenants and conditions expressed in the
Original Indenture, which Original Indenture or indentures
supplemental thereto were duly recorded in the following
counties, in the State of Iowa, to-wit: Adair, Adams, Appanoose,
Boone, Calhoun, Clarke, Dallas, Davis, Decatur, Des Moines,
Henry, Ida, Jasper, Jefferson, Keokuk, Lee, Louisa, Lucas,
Madison, Mahaska, Marion, Marshall, Monroe, Muscatine, Polk,
Poweshiek, Ringgold, Sac, Tama, Taylor, Union, Wapello, Warren,
Washington, Wayne, Webster, and Woodbury; and
WHEREAS, heretofore and at various times Old ISU duly
executed and delivered to The Northern Trust Company and Harold
R. Rockwell or Sheldon A. Weaver or Thomas H. Jolls or Charles H.
Cory II, as Trustees under the Original Indenture, various
supplemental indentures to the Original Indenture, including in
particular the Supplemental Indenture dated October 2, 1945 (the
"1945 Supplemental Indenture") assented to by the holders of all
the bonds at the time outstanding under the Original Indenture
(other than bonds called for redemption with funds deposited with
the Corporate Trustee), wherein and whereby the Original
Indenture was modified and amended, certain property was released
from the lien of the Original Indenture, and all articles,
covenants and provisions thereof subsequent to the granting
clauses thereof were rewritten as Articles I to XXII, inclusive
(the Original Indenture as so modified, amended and supplemented
by the 1945 Supplemental Indenture and as subsequently amended
and supplemented from time to time by all supplemental indentures
thereto, including this Supplemental Indenture, is herein
referred to as the "Indenture"); and
WHEREAS, pursuant to the provisions of Section 17.15,
17.16 and 17.17 of Article XVII of the 1945 Supplemental
Indenture, by an instrument in writing dated January 24, 1986
duly executed by the Company and by an instrument in writing
dated March 1, 1985 duly executed by The First National Bank of
Chicago, said The First National Bank of Chicago was appointed
successor in trust to the Corporate Trustee under the Indenture,
and whereas said The First National Bank of Chicago accepted such
appointment effective March 3, 1985, and Richard D. Manella, an
officer of said The First National Bank of Chicago, was appointed
successor in trust to the Individual Trustee under the Indenture,
and whereas said Richard D. Manella accepted such appointment
effective March 3, 1985; and
WHEREAS, pursuant to an Agreement and Plan of
Reincorporation Merger, dated as of February 28, 1986 (the
"Agreement and Plan of Reincorporation Merger"), between Iowa
Southern Utilities Company, a corporation organized and existing
under the laws of the state of Delaware ("Old ISU") and ISU, Old
ISU was merged with and into ISU, with ISU being the surviving
corporation, and by Supplemental Indenture dated as of May 31,
1986, ISU expressly assumed the due and punctual payment of the
principal of and the interest and premium (if any) on all bonds
then outstanding under the Indenture according to their tenor,
and the due and punctual performance and observance of all of the
terms, covenants and conditions of the Indenture to be kept or
performed by Old ISU; and
WHEREAS, all mortgages or trust indentures prior in
lien to the lien of the Original Indenture or the Indenture have
been satisfied and discharged of record and the Original
Indenture and Indenture are now a first mortgage lien upon the
properties subject thereto; and
WHEREAS, all bonds heretofore issued under the Original
Indenture or the Indenture have, as of December 1, 1994, been
retired except the following described outstanding First Mortgage
Bonds:
Dated Series Principal Amount Due Date
June 1, 1967 6 1/8% $8,000,000 June 1, 1997
February 1, 1973 7 3/8% $10,000,000 February 1, 2003
February 1, 1977 5.95% $10,000,000 February 1, 2007
July 1, 1991 9 1/8% $21,000,000 July 1, 2001
September 1, 1992 7 1/4% $30,000,000 September 1, 2007
; and
WHEREAS, pursuant to the 1993 Merger Agreement, ISU was
merged with and into IE, with IE being the surviving corporation
under a new corporate name, IES Utilities Inc.; and
WHEREAS, pursuant to Section 16.01 of the Indenture,
ISU covenanted that any merger of it into any other corporation
shall be upon and subject to the following provisions and
conditions:
(1) the Successor Corporation (as defined in
the Indenture) formed by any such merger shall be
a corporation having authority to carry on
business of the nature transacted by ISU;
(2) any such merger shall be upon such terms
as shall in no respect impair the lien of the
Indenture or any of the rights or powers of the
Trustees or the bondholders thereunder; and
(3) the due and punctual payment of the
principal of and interest and premium (if any) on
all bonds outstanding under the Indenture
according to their tenor and the due and punctual
performance and observance of all the terms,
covenants and conditions of the Indenture to be
kept or performed by the Company, shall, by a
supplemental indenture, be assumed by the
Successor Corporation.
WHEREAS, IESU has the authority to carry on business of
the nature transacted by ISU; and
WHEREAS, the terms of the 1993 Merger Agreement in no
respect impair the lien of the Indenture, or any of the rights or
powers of the Trustees or of the bondholders thereunder; and
WHEREAS, the Board of Directors of IESU has, by
resolution, authorized the execution and delivery of this
Supplemental Indenture;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein and in the 1993 Merger Agreement
contained, and of the sum of One Dollar ($1.00) duly paid by the
Trustees to IESU at the execution of these presents, the receipt
whereof is hereby acknowledged, it is hereby covenanted and
agreed between IESU and the Trustees, for the equal and
proportionate benefit of the respective holders from time to time
of the outstanding bonds under the Indenture as follows:
ARTICLE I.
ASSUMPTION BY IESU
Section 1. IESU hereby expressly assumes the due and
punctual payment of the principal of and the interest and premium
(if any) on all bonds outstanding under the Indenture according
to their tenor, and the due and punctual performance and
observance of all of the terms, covenants and conditions of the
Indenture to be kept or performed by ISU.
ARTICLE II.
DESCRIPTION OF ADDITIONAL PROPERTY SUBJECT TO LIEN
Section 1. For the purpose of confirming the lien of
the Original Indenture and the Indenture on the properties
hereinafter described, IESU has granted, bargained, sold,
warranted, conveyed, transferred, mortgaged, pledged and assigned
and does hereby grant, bargain, sell, warrant, convey, transfer,
mortgage, pledge and assign unto the Trustees and to their
respective successors in the trust, upon the terms of the
Indenture, the following described parcels of real property and
other properties owned by IESU in the following Counties of the
State of Iowa, respectively:
Clarke County
Henry County
Monroe County
Taylor County
Wayne County
ARTICLE III.
TRUSTEES
Section 1. The Trustees hereby accept this Supplemental
Indenture and agree to perform the same upon the terms and
conditions set forth in the Indenture.
Section 2. The Trustees shall be entitled in
connection with this Supplemental Indenture to all of the
exemptions and immunities granted to them by the terms of the
Indenture.
ARTICLE IV.
MISCELLANEOUS
Section 1. This Supplemental Indenture shall be read
and construed in connection with, and as part of, the Amended
Indenture and as if the Amended Indenture and this Supplemental
Indenture were parts of one and the same instrument.
Section 2. The recitals contained in this Supplemental
Indenture shall be taken as the statements of IESU, and the
Trustees assume no responsibility for the correctness of the
same, with the exception of the third recital.
Section 3. The recitals contained herein are deemed to
be part of this Supplemental Indenture.
Section 4. This Supplemental Indenture shall be
binding upon, and inure to the benefit of, the Company and its
successors and assigns and the Trustees and their respective
successors.
Section 5. This Supplemental Indenture may be simultaneously
executed in several counterparts, and all said counterparts
executed and delivered each as an original shall constitute but
one and the same instrument.
IN WITNESS WHEREOF, IES UTILITIES INC. has caused this
Supplemental Indenture to be signed in its corporate name by its
Executive Vice President and Chief Financial Officer, and to be
sealed with its corporate seal, attested by its Secretary or an
Assistant Secretary, and THE FIRST NATIONAL BANK OF CHICAGO, in
its capacity as Trustee, to evidence its acceptance of the trusts
hereby created, has caused these presents to be signed in its
corporate name by its President or a Vice President or an
Assistant Vice President, and to be sealed with its corporate
seal, attested by its Secretary or an Assistant Secretary, and
said Richard D. Manella, in his capacity as Trustee, to evidence
his acceptance of said trusts, has hereunto set his hand and
seal, all as of the day and year first above written.
IES UTILITIES INC.
ATTEST: By /s/
Blake O. Fisher, Jr.
Executive Vice President
and Chief Financial Officer
/s/
Stephen W. Southwick
Secretary
[seal]
THE FIRST NATIONAL BANK OF CHICAGO
By /s/
Name Georgia E. Tsirbas
Assistant Vice President
ATTEST: By /s/
Richard D. Manella,
As Trustee
/s/
Name B.L. McCleod
Trust Officer
[seal]
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On the 30th day of December, 1994, before me, a Notary
Public in and for said County and State, personally appeared
Georgia E. Tsirbas, [Assistant Vice President] of The First
National Bank of Chicago, one of the corporations described in
and which executed the foregoing instrument, to me personally
known, who being by me duly sworn, did say that [s]he is an
[Assistant Vice President] of said corporation; that the seal
affixed to the said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed on
behalf of said corporation by authority of its Board of Directors
and said Trust Officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation
by it voluntarily executed.
/s/
Name Grady K. Clark, Notary Public
My Commission Expires: 9/1/97
[NOTARIAL SEAL]
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On the 30th day of December, 1994, before me, a Notary
Public in and for said County and State, personally appeared
Richard D. Manella, one of the Trustees mentioned in the
foregoing instrument, personally known to me to be the person
named in and who executed the foregoing instrument, and
acknowledged to me that he, as such Trustee, executed and
delivered the said instrument as his free and voluntary act and
deed, for the uses and purposes therein set forth.
Name Grady K. Clark, Notary Public
My Commission Expires: 9/1/97
[NOTARIAL SEAL]
STATE OF IOWA )
) SS
COUNTY OF LINN )
On the 28th day of December, 1994, before me, a Notary
Public in and for said County and State, personally appeared
Blake O. Fisher, Jr., Executive Vice President and Chief
Financial Officer of IES Utilities Inc., one of the corporations
described in and which executed the foregoing instrument, to me
personally known, who, being by me duly sworn, did say that he is
Executive Vice President and Chief Financial Officer of said
corporation; that the seal affixed to the said instrument is the
corporate seal of said corporation; and that said instrument was
signed and sealed on behalf of said corporation by authority of
its Board of Directors and the said Blake O. Fisher, Jr.
acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation by it voluntarily executed.
/s/___________________________
Marcia K. Young, Notary Public
My Commission Expires: 2/27/95
[NOTARIAL SEAL]