_______________________________________________________________
______________________________________________________________
Exhibit 4(a)
IES UTILITIES INC.
(formerly known as Iowa Electric Light and Power Company)
To
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
________________
Sixty-first Supplemental
Indenture
Dated as of March 1, 1995
________________
SUPPLEMENTAL TO
INDENTURE OF MORTGAGE AND DEED OF TRUST
DATED AS OF AUGUST 1, 1940
______________________________________________________________
THIS SIXTY-FIRST SUPPLEMENTAL INDENTURE, dated as of
March 1, 1995, between IES UTILITIES INC. (formerly known as
Iowa Electric Light and Power Company), a corporation
organized and existing under the laws of the State of Iowa
(hereinafter called the "Company"), party of the first part,
and THE FIRST NATIONAL BANK OF CHICAGO, as Trustee, a national
banking association organized and existing under the laws of
the United States of America, party of the second part,
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and
delivered its Indenture of Mortgage and Deed of Trust, dated
as of August 1, 1940 (hereinafter called the "Original
Indenture"), to the Trustee to secure the first mortgage bonds
(herein sometimes referred to as "first mortgage bonds") of
the Company, issuable in series; and
WHEREAS, the Company thereafter executed and
delivered certain Supplemental Indentures, First through
Sixtieth, inclusive, for the various purposes of creating
additional series of first mortgage bonds, conveying and
confirming unto the Trustee certain additional property,
correcting the description of a certain parcel of land as set
forth in the Original Indenture and amending the Original
Indenture in certain respects (the Original Indenture and the
above referred to Supplemental Indentures together with this
Sixty-first Supplemental Indenture being herein sometimes
collectively referred to as the "Indenture"); and
WHEREAS, there have been issued and are now
outstanding under the Indenture the following described first
mortgage bonds:
First Mortgage Bonds Principal Amount
Series J, 6-1/4% due 1996 $15,000,000
Series L, 7-7/8% due 2000 15,000,000
Series M, 7-5/8% due 2002 30,000,000
Series P and Q, 6.70% due 2006 9,200,000
Series X, 9.42% due 1995 50,000,000
Series W, 9.75% due 1995 50,000,000
Series Y, 8-5/8% due 2001 60,000,000
Series Z, 7.60% due 1999 50,000,000
Collateral Series A due 2008 50,000,000
Collateral Series B due 2023 50,000,000
Pollution Control Collateral Series A,
due 2023 10,200,000
Pollution Control Collateral Series B,
due 2023 7,000,000
Pollution Control Collateral Series C,
due 2023 2,200,000
WHEREAS, the Original Indenture in Section 158
provides that the Company, when authorized by resolution of
the Board, and the Trustee, may at any time, subject to the
restrictions in the Original Indenture contained, enter into
such an indenture supplemental to the Original Indenture as
may or shall be by them deemed necessary or desirable for the
purpose of creating any new series of first mortgage bonds or
of adding to the covenants and agreements of the Company in
the Original Indenture contained, other covenants and
agreements thereafter to be observed by the Company and for
any other purpose not inconsistent with the terms of the
Original Indenture and which shall not impair the security of
the same; and
WHEREAS, the Company desires to execute and deliver
this Sixty-first Supplemental Indenture, in accordance with
the provisions of the Original Indenture, for the purpose of
providing for the creation of a new series of first mortgage
bonds to be designated "First Mortgage Bonds, Collateral
Series C, Due March 28, 2000" (hereinafter sometimes called
the "Bonds"), and for the purpose of adding to the covenants
and agreements of the Company in the Original Indenture
contained, other covenants and agreements hereafter to be
observed by the Company;
WHEREAS, the Bonds are to be issued to The First
National Bank of Chicago as trustee (the "New Mortgage
Trustee") under the Company's Indenture of Mortgage and Deed
of Trust dated as of September 1, 1993 (the "New Mortgage"),
and are to be owned and held by the New Mortgage Trustee as
"Class 'A' Bonds" (as defined in the New Mortgage) in
accordance with the terms of the New Mortgage; and
WHEREAS, all acts and proceedings required by law
and by the Articles of Incorporation of the Company, including
all action requisite on the part of its stockholders,
directors and officers, necessary to make the Bonds, when
executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a
valid and binding mortgage and deed of trust for the security
of the Bonds in accordance with the terms of the Indenture and
the terms of the Bonds, have been done and taken; and the
execution and delivery of this Sixty-first Supplemental
Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS SIXTY-FIRST SUPPLEMENTAL
INDENTURE WITNESSETH, that, in order further to secure the
payment of the principal of, premium, if any, and interest, if
any, on all first mortgage bonds at any time issued and
outstanding under the Indenture, according to their tenor,
purport and effect, and to secure the performance and
observance of all the covenants and conditions in said first
mortgage bonds and in the Indenture contained (except any
covenant of the Company with respect to the refund or
reimbursement of taxes, assessments or other governmental
charges on account of the ownership of any first mortgage
bonds, or the income derived therefrom, for which the holders
of such first mortgage bonds shall look only to the Company
and not to the property mortgaged and pledged) and for and in
consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the
Bonds by the holders thereof, and of the sum of $1.00 duly
paid to the Company by the Trustee at or before the ensealing
and delivery hereof, and for other valuable considerations,
the receipt whereof is hereby acknowledged, the Company has
executed and delivered this Sixty-first Supplemental
Indenture, and, by these presents does grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over,
warrant and confirm unto the Trustee the properties of the
Company described and referred to in the Original Indenture
and all indentures supplemental thereto, as thereby conveyed
or intended so to be, and not heretofore specifically
released, together with all and singular the plants,
buildings, improvements, additions, tenements, hereditaments,
easements, rights, privileges, licenses and franchises and all
other appurtenances whatsoever belonging or in any wise
appertaining to any of the property hereby mortgaged or
pledged, or intended so to be, or any part thereof, now owned
or which may hereafter be owned or acquired by the Company,
and the reversion and reversions, remainder and remainders,
and the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and of every part and parcel
thereof, and all the estate, right, title, interest, property,
claim and demand of every nature whatsoever of the Company, at
law or in equity, or otherwise howsoever, in, of and to such
property and every part and parcel thereof:
[DESCRIBE PROPERTY]
TO HAVE AND TO HOLD all and singular the lands,
properties, estates, rights, franchises, privileges and
appurtenances mortgaged, conveyed, pledged or assigned as
aforesaid, or intended so to be, together with all the
appurtenances thereunto appertaining, unto the Trustee and its
successors and assigns forever, upon the trusts, for the uses
and purposes and under the terms and conditions and with the
rights, privileges and duties as in the Indenture set forth;
Subject, however, to the reservations, exceptions,
limitations and restrictions contained in the several deeds,
leases, servitudes, contracts or other instruments through
which the Company acquired and/or claims title to and/or
enjoys the use of the aforesaid properties; and subject also
to Permitted Encumbrances (as defined in Section 24 of the
Original Indenture) and, as to any property acquired by the
Company since the execution and delivery of the Original
Indenture, to any liens thereon existing, and to any liens for
unpaid portions of the purchase money placed thereon, at the
time of such acquisition, but only to the extent that such
liens are permitted by Sections 72 and 83 of the Original
Indenture, as amended, and Section 6 of this Sixty-first
Supplemental Indenture;
BUT IN TRUST, NEVERTHELESS, for the equal and
proportionate use, benefit, security and protection of those
who from time to time shall hold the first mortgage bonds and
coupons authenticated and delivered under the Indenture and
duly issued by the Company, without any discrimination,
preference or priority of any one first mortgage bond or
coupon over any other by reason of priority in the time of
issue, sale or negotiation thereof or otherwise, except as
provided in Section 69 of the Original Indenture, so that,
subject to said provisions, each and all of said first
mortgage bonds and coupons shall have the same right, lien and
privilege under the Indenture and shall be equally and ratably
secured thereby (except as any sinking, amortization,
improvement, renewal or other fund, or any other covenants or
agreements established in accordance with the provisions of
the Original Indenture, may afford additional security for the
first mortgage bonds of any particular series), and shall have
the same proportionate interest and share in the Trust Estate
(as defined in the Original Indenture), with the same effect
as if all of the first mortgage bonds and coupons had been
issued, sold and negotiated simultaneously on the date of the
delivery of the Original Indenture; and in trust for enforcing
payment of the principal of the first mortgage bonds and of
the interest and premium, if any, thereon, according to the
tenor, purport and effect of the first mortgage bonds and
coupons and of the Indenture, and for enforcing the terms,
provisions, covenants and stipulations therein and in the
first mortgage bonds set forth, and upon the trusts, uses and
purposes and subject to the covenants, agreements and
conditions set forth and declared in the Indenture;
AND THIS SIXTY-FIRST SUPPLEMENTAL INDENTURE FURTHER
WITNESSETH, that the Company hereby covenants and agrees to
and with the Trustee and its successors and assigns forever as
follows:
1. There shall be, and is hereby created, a new
series of first mortgage bonds, known as and entitled "First
Mortgage Bonds, Collateral Series C, Due March 28, 2000," and
the form thereof shall be substantially as hereinafter set
forth.
The Bonds shall be issued and delivered to the New
Mortgage Trustee under the New Mortgage as the basis for the
authentication and delivery under the New Mortgage of a series
of securities ("Collateral Trust Securities"). As provided in
the New Mortgage, the Bonds will be registered in the name of
the New Mortgage Trustee or its nominee and will be owned and
held by the New Mortgage Trustee, subject to the provisions of
the New Mortgage, for the benefit of the holders of all
securities from time to time outstanding under the New
Mortgage, and the Company shall have no interest therein.
Any payment by the Company under the New Mortgage of
the principal of or interest, if any, on the Collateral Trust
Securities (other than by the application of the proceeds of a
payment in respect of Bonds) shall, to the extent thereof, be
deemed to satisfy and discharge the obligation of the Company,
if any, to make a payment of principal of or interest on such
Bonds, as the case may be, which is then due.
The principal amount of the Bonds shall be limited
to $50,000,000, except in case of the issuance of bonds as
provided in Section 14 of the Original Indenture on account of
mutilated, lost, stolen, or destroyed bonds. The Bonds shall
be registered bonds only without coupons of the denomination
of $1,000 and any multiple of $1,000, and of such respective
amounts of each of said denominations as may be executed by
the Company and delivered to the Trustee for authentication
and delivery. Notwithstanding the provisions of Section 7 of
the Original Indenture to the contrary, no reservation of
unissued coupon bonds shall be required with respect to the
Bonds. All Bonds shall mature March 28, 2000 and shall not
bear interest except that if the Company should default in the
payment of principal on a Bond, such Bond shall bear interest
on such defaulted principal at the rate of six percent per
annum (to the extent that payment of such interest is
enforceable under applicable law) until the Company's
obligation with respect to the payment of such principal shall
be discharged. The principal, premium, if any, and the
interest, if any, on the Bonds shall be payable at the agency
of the Company in the City of Chicago, Illinois, or, at the
option of the Company in The City of New York, in any coin or
currency of the United States of America which at the time of
payment shall be legal tender for public and private debts.
The Bonds will be redeemable, at the option of the
Company, in whole at any time or in part from time to time,
upon at least 30 days' notice, at a redemption price equal to
100% of the principal amount thereof together with accrued
interest, if any, thereon to the date fixed for redemption.
The Bonds shall be redeemed no later than the redemption of
the Collateral Trust Securities, in a principal amount equal
to the principal amount of Collateral Trust Securities then
being redeemed, and at a redemption price equal to the
redemption price (excluding interest other than interest on
defaulted principal, if any) applicable to such redemption of
Collateral Trust Securities.
Notwithstanding Section 11 of the Original
Indenture, the Company may execute, and the Trustee shall
authenticate and deliver, definitive Bonds in typewritten
form.
Subject to the provisions of Section 8 of the
Original Indenture, all definitive Bonds shall be
interchangeable for other Bonds of a different authorized
denomination or denominations, as requested by the holder
surrendering the same, upon surrender to the agency of the
Company in the City of Chicago, Illinois, or, at the option of
the holder, at the agency of the Company in The City of New
York. Anything contained in Section 13 of the Original
Indenture notwithstanding, upon such interchange of Bonds, no
charge may be made by the Company except the payment of a sum
sufficient to reimburse the Company for any stamp tax or other
governmental charge incident thereto.
The Trustee is hereby appointed Registrar of the
Bonds for the purpose of registering and transferring Bonds as
in Section 12 of the Original Indenture provided. Bonds may
also be so registered and transferred at the principal
corporate trust office of First Chicago Trust Company of New
York in the Borough of Manhattan in The City of New York,
which company is hereby authorized to act as co-Registrar of
Bonds in The City of New York. In case any Bonds shall be
redeemed in part only, any delivery pursuant to Section 97 of
the Original Indenture of a new Bond or Bonds of an aggregate
principal amount equal to the unredeemed portion of such Bond
shall, at the option of the registered owner, be made by the
co-Registrar. For all purposes of Articles Eleven and
Eighteen of the Original Indenture, First Chicago Trust
Company of New York in The City of New York, as the New York
Paying Agent for Bonds, shall be deemed to be the agent of the
Trustee for the purpose of receiving all or any part, as may
be directed by the Trustee, of any deposit for the purpose of
redeeming, or of paying at maturity, any Bonds, and any money
so deposited with First Chicago Trust Company of New York in
The City of New York, upon the direction of the Trustee, in
trust for the purpose of paying the redemption price of, or of
paying at maturity, any Bonds, shall be deemed to constitute a
deposit in trust with, and to be held in trust by, the Trustee
in accordance with the provisions of Article Eleven or
Eighteen of the Original Indenture.
So long as any Bonds shall be outstanding, in
addition to the offices or agencies required to be maintained
by the provisions of the Original Indenture, the Company shall
keep or cause to be kept at an office or agency to be
maintained by the Company in the Borough of Manhattan, The
City of New York, books for the registration and transfer of
Bonds pursuant to the foregoing provisions of this Section and
to the provisions of the Original Indenture.
2. The Bonds and the certificate of
authentication to be borne by such Bonds shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
This bond is not transferable except to a successor
trustee under the Indenture of Mortgage and Deed of Trust,
dated as of September 1, 1993, between IES Utilities Inc. and
The First National Bank of Chicago, Trustee.
No. $
IES UTILITIES INC.
FIRST MORTGAGE BOND, COLLATERAL SERIES C
Due March 28, 2000
IES UTILITIES INC. (formerly known as Iowa Electric
Light and Power Company) (hereinafter called the "Company"), a
corporation of the State of Iowa, for value received, hereby
promises to pay to ________________, as trustee under the
Indenture of Mortgage and Deed of Trust, dated as of September
1, 1993, between the Company and such trustee, or registered
assigns, on the twenty-eighth day of March, 2000, the sum of
$____________ in any coin or currency of the United States of
America which at the time of payment shall be legal tender for
public and private debts. This bond shall not bear interest
except that, if the Company should default in the payment of
principal hereof, this bond shall bear interest on such
defaulted principal at the rate of six percent per annum (to
the extent that payment of such interest is enforceable under
applicable law) until the Company's obligation with respect to
the payment of such principal shall be discharged as provided
in the Indenture hereinafter mentioned. Principal of and
interest, if any, on this bond shall be payable at the agency
of the Company in the City of Chicago, Illinois, or, at the
option of the holder, at the agency of the Company in The City
of New York.
Reference is made to the further provisions of this
bond set forth on the reverse hereof. Such further provisions
shall for all purposes have the same effect as though fully
set forth at this place.
This bond shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon
shall have been signed by The First National Bank of Chicago,
or its successor, as Trustee under the Indenture.
IN WITNESS WHEREOF, the Company has caused this bond
to be signed in its name, manually or in facsimile, by its
President or one of its Vice Presidents and its corporate seal
to be impressed or imprinted hereon and attested, manually or
in facsimile, by its Secretary or one of its Assistant
Secretaries.
Dated:
IES UTILITIES INC.
By_____________________________
Senior Vice President, Finance
ATTEST:
______________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the first mortgage bonds described in
the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By_________________________________
Authorized Officer
[FORM OF REVERSE OF BOND]
IES UTILITIES INC.
FIRST MORTGAGE BOND, COLLATERAL SERIES C
Due March 28, 2000
This bond is one of an authorized issue of bonds of
the Company known as its "first mortgage bonds", issued and to
be issued in series under, and all equally and ratably secured
(except as any sinking, amortization, improvement, renewal or
other fund, or any other covenants or agreements, established
in accordance with the provisions of the Indenture hereinafter
mentioned, may afford additional security for the first
mortgage bonds of any particular series) by an Indenture of
Mortgage and Deed of Trust dated as of August 1, 1940,
executed by the Company to The First National Bank of Chicago,
as Trustee, as supplemented by sixty-one Supplemental
Indentures (including a Seventh Supplemental Indenture dated
as of July 1, 1946, a Thirty-second Supplemental Indenture
dated as of September 1, 1966, a Forty-fifth Supplemental
Indenture dated as of November 1, 1976, a Fifty-fifth
Supplemental Indenture dated as of March 1, 1988, a Fifty-
sixth Supplemental Indenture dated as of October 1, 1988, a
Fifty-ninth Supplemental Indenture dated as of October 1,
1993, a Sixtieth Supplemental Indenture dated as of November
1, 1993 and a Sixty-first Supplemental Indenture dated as of
March 1, 1995) each duly executed by the Company to said
Trustee (said Indenture, as so supplemented, being herein
sometimes referred to as the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby
made for a description of the properties mortgaged and
pledged, the nature and extent of the security, the rights of
the holders of said first mortgage bonds, and of the Trustee
and of the Company in respect of such security, and the terms
and conditions upon which said first mortgage bonds are and
are to be issued and secured. As provided in, and to the
extent permitted by, the Indenture, the rights and obligations
of the Company and of the holders of said first mortgage bonds
may be changed and modified with the consent of the Company by
the affirmative vote of the holders of at least 75% in
principal amount of the first mortgage bonds then outstanding
affected by such change or modification (excluding first
mortgage bonds disqualified from voting by reason of the
Company's interest therein as provided in the Indenture);
provided, however, that without the consent of the registered
owner hereof no such change or modification shall permit the
reduction of the principal or the extension of the maturity of
the principal of this bond or the reduction of the rate of
interest, if any, hereon or any other modification of the
terms of payment of such principal or interest. As provided
in the Indenture, said first mortgage bonds are issuable in
series which may vary as in the Indenture provided or
permitted. This bond is one of a series of first mortgage
bonds entitled "First Mortgage Bonds, Collateral Series C, Due
March 28, 2000".
Any payment by the Company of the principal of or
interest, if any, on the Collateral Trust Securities (as
defined in the Sixty-first Supplemental Indenture) (other than
by the application of the proceeds of a payment in respect of
this bond) shall, to the extent thereof, be deemed to satisfy
and discharge the obligation of the Company, if any, to make a
payment of principal of or interest on this bond which is then
due.
This bond is redeemable, at the option of the
Company, in whole at any time or in part from time to time,
upon at least 30 days' notice, given as aforesaid, at a
redemption price equal to 100% of the principal amount thereof
together with accrued interest, if any, to the date fixed for
redemption. In addition, the Bonds shall be redeemed by the
Company no later than the redemption of the Collateral Trust
Securities in a principal amount equal to the principal amount
of Collateral Trust Securities then being redeemed, and at a
redemption price equal to the redemption price (excluding
interest other than interest on defaulted principal, if any)
applicable to such redemption of Collateral Trust Securities.
If an event of default, as defined in the Indenture,
shall occur, the principal of this bond may become or be
declared due and payable, in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner
hereof in person or by attorney authorized in writing at the
agency of the Company in the City of Chicago, Illinois, or, at
the option of the holder, at the agency of the Company in The
City of New York, upon surrender and cancellation of this bond
and upon any such transfer a new first mortgage bond of the
same series, for the same aggregate principal amount, will be
issued to the transferee in exchange herefore. The Company
and the Trustee may deem and treat the person in whose name
this bond is registered as the absolute owner hereof, for the
purpose of receiving payment and for all other purposes.
This bond, alone or with other first mortgage bonds
of the same series, may be exchanged upon surrender thereof to
the Trustee at the agency of the Company in the City of
Chicago, Illinois, or, at the option of the holder, at the
agency of the Company in The City of New York, for one or more
other first mortgage bonds of the same series and of the same
aggregate principal amount but of a different authorized
denomination or denominations, upon payment of a sum
sufficient to reimburse the Company for any stamp tax or other
governmental charge incident thereto, and subject to the terms
and conditions set forth in the Indenture.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any claim
based hereon or otherwise in respect hereof or of the
Indenture or of any indenture supplemental thereto, against
any incorporator, stockholder, director, or officer, as such,
past, present or future, of the Company or of any predecessor
or successor corporation, either directly or through the
Company or any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or by any legal
or equitable proceeding or otherwise howsoever; all such
liability being, by the acceptance hereof and as a part of the
consideration for the issuance hereof, expressly waived and
released by every registered owner hereof, as more fully
provided in the Indenture; provided, however, that nothing
herein or in the Indenture contained shall be taken to prevent
recourse to and the enforcement of the liability, if any, of
any shareholder or any stockholder or subscriber to capital
stock upon or in respect of shares of capital stock not fully
paid up.
[END OF BOND FORM]
SECTION 3. Anything contained in Sections 97 and 98
of the Indenture to the contrary notwithstanding, if less than
all of the outstanding Bonds are to be called for redemption,
the Bonds to be redeemed in whole or in part shall be
designated by the Trustee (within 10 days after receipt from
the Company of notice of its intention to redeem Bonds) by lot
according to such method as the Trustee shall deem proper in
its discretion. For the purpose of any drawing, the Trustee
shall assign a number for each $1,000 principal amount of each
outstanding Bond.
The provisions of Section 97 of the Indenture
relating to notations of partial redemption shall not apply to
the Bonds.
SECTION 4. The recitals contained in this
Supplemental Indenture are made by the Company and not by the
Trustee; and all of the provisions contained in the Original
Indenture, as heretofore supplemented, in respect of the
rights, privileges, immunities, powers, and duties of the
Trustee shall, except as hereinabove modified, be applicable
in respect hereof as fully and with like effect as if set
forth herein in full.
SECTION 5. All the covenants, stipulations,
promises and agreements in this Supplemental Indenture
contained, by or on behalf of the Company, shall bind and
inure to the benefit of its successors and assigns, whether so
expressed or not.
SECTION 6. Nothing in this Supplemental Indenture
expressed or implied is intended or shall be construed to give
to any person other than the Company, the Trustee, and the
holders of the first mortgage bonds any legal or equitable
right, remedy or claim under or in respect of the Indenture or
any covenant, condition or provision therein or in the first
mortgage bonds contained, and all such covenants, conditions,
and provisions are and shall be held to be for the sole and
exclusive benefit of the Company, the Trustee and the holders
of the first mortgage bonds issued under the Indenture.
SECTION 7. All references in the Original Indenture
to the various Sections and Articles thereof shall be deemed
to refer to said Sections and Articles as heretofore amended,
and the Original Indenture shall hereafter be construed and
applied as heretofore amended and supplemented.
SECTION 8. This Supplemental Indenture may be
executed in any number of counterparts, and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts, or as many of them as the
Company and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, IES UTILITIES INC. has caused
this Sixty-first Supplemental Indenture to be signed in its
corporate name by its President or a Vice President and its
corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary, and THE FIRST NATIONAL
BANK OF CHICAGO, in token of its acceptance of the trusts
created hereunder, has caused this Sixty-first Supplemental
Indenture to be signed in its corporate name by one of its
Vice Presidents or Assistant Vice Presidents and its corporate
seal to be hereunto affixed and attested by one of its Trust
Officers, all as of the day and year first above written.
IES UTILITIES INC.
By:______________________________
Senior Vice President, Finance
(CORPORATE SEAL)
ATTEST:
_____________________________
Secretary
THE FIRST NATIONAL BANK OF
CHICAGO, Trustee
By:________________________
Assistant Vice President
(CORPORATE SEAL)
ATTEST:
____________________________
Authorized Officer
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this ______ day of March, 1995, before me,
____________, a Notary Public in and for the said County in
the state aforesaid, personally appeared Robert J. Latham and
Stephen W. Southwick, to me personally known, and to me known
to be Senior Vice President, Finance and Secretary,
respectively, of IES UTILITIES INC., one of the corporations
described in and which executed the within and foregoing
instrument, and who, being by me severally duly sworn, each
did say that he the said Robert J. Latham is Senior Vice
President, Finance, and that he the said Stephen W. Southwick
is Secretary of the said IES UTILITIES INC., a corporation;
that the seal affixed to the within and foregoing instrument
is the corporate seal of the said corporation, and that the
said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and the
said Robert J. Latham and Stephen W. Southwick each
acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily
executed.
WITNESS my hand and notarial seal this _______ day
of March, 1995.
___________________________
Notary Public
My Commission expires: ________ __, ____
(NOTARIAL SEAL)
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this ___ day of March, 1995, before me,
_____________, a Notary Public in and for said County in the
State aforesaid, personally appeared __________ and _________,
to me personally known, and to me known to be an
and an , respectively, of THE
FIRST NATIONAL BANK OF CHICAGO, one of the corporations
described in and which executed the within and foregoing
instrument, and who, being by me severally duly sworn, each
did say that he the said ________ is an
and that the said _____________________ is an
___________________ of the said THE FIRST NATIONAL BANK OF
CHICAGO, a corporation; that the seal affixed to the within
and foregoing instrument is the corporate seal of the said
corporation, and that the said instrument was signed and
sealed on behalf of said corporation by authority of its By-
Laws; and the said ________________________ and
______________________ each acknowledged the execution of said
instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
WITNESS my hand and notarial seal this ___ day of
March, 1995.
_____________________________
Notary Public
My Commission expires: _____________ __, ____
(NOTARIAL SEAL)