Exhibit 4(b)
______________________________________________________________
IES UTILITIES INC.
(formerly known as Iowa Electric Light and Power Company)
TO
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
______________
Third Supplemental Indenture
Dated as of March 1, 1995
TO
INDENTURE OF MORTGAGE and DEED OF TRUST
Dated as of September 1, 1993
______________________________________________________________
THIRD SUPPLEMENTAL INDENTURE, dated as of March 1,
1995 (the "Third Supplemental Indenture"), made by and 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 (the "Company"), and THE FIRST NATIONAL BANK
OF CHICAGO, a national banking association organized and
existing under the laws of the United States of America (the
"Trustee"), as Trustee under the Indenture of Mortgage and Deed of
Trust dated as of September 1, 1993, hereinafter mentioned.
WHEREAS, the Company has heretofore executed
and delivered its Indenture of Mortgage and Deed of Trust dated as
of September 1, 1993, to the Trustee, for the security of
the securities of the Company to be issued thereunder and the
said Indenture has been supplemented by two supplemental
indentures, dated as of October 1, 1993 and as of November 1, 1993,
which Indenture as so supplemented and to be hereby supplemented
is hereinafter referred to as the "Indenture"; and
WHEREAS, the Company desires to create a series
of Collateral Trust Bonds to be issued under the Indenture, to
be known as Collateral Trust Bonds, 7.65% Series Due March 28,
2000; and
WHEREAS, the Company, in the exercise of the powers
and authority conferred upon and reserved to it under the
provisions of the Indenture, has duly resolved and determined to
make, execute and deliver to the Trustee a Third Supplemental
Indenture in the form hereof for the purposes herein provided; and
WHEREAS, pursuant to Section 1401 of the Indenture,
the Company may from time to time execute one or more
supplemental indentures in order better to assure, convey and confirm unto
the Trustee any property subject to the Lien of the Indenture; and
WHEREAS, the Company desires to so assure, convey
and confirm property described on Exhibit A to this
Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary
to make this Third Supplemental Indenture a valid, binding and
legal instrument have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects
duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
THAT IES UTILITIES INC., in consideration of
the purchase and ownership from time to time of the Collateral
Trust Bonds created in the Third Supplemental Indenture and the
service by the Trustee, and its successors, under the Indenture and
of One Dollar to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, hereby covenants and agrees to and with
the Trustee and its successors in the trust under the Indenture,
for the benefit of those who shall hold such Collateral Trust
Bonds as follows:
ARTICLE I
DESCRIPTION OF COLLATERAL TRUST BONDS OF THE 7.65% SERIES
SECTION 1. The Company hereby creates a new
series of Collateral Trust Bonds to be known as "Collateral Trust
Bonds, 7.65% Series Due March 28, 2000 (referred to herein
as "Collateral Trust Bonds of the 7.65% Series"). The
Collateral Trust Bonds of the 7.65% Series shall be executed,
authenticated and delivered in accordance with the provisions of, and shall
in all respects be subject to, all of the terms, conditions
and covenants of the Indenture, as supplemented and modified.
The commencement of the first interest period shall
be March 28, 1995. The Collateral Trust Bonds of the 7.65%
Series shall mature March 28, 2000, and shall bear interest at the
rate of 7.65% per annum, payable semi-annually on the 28th day
of March and the 28th day of September in each year, commencing
on September 28, 1995. The person in whose name any of
the Collateral Trust Bonds of the 7.65% Series is registered at
the close of business on any record date (as hereinafter
defined) with respect to any interest payment date shall be entitled
to receive the interest payable on such interest payment
date notwithstanding the cancellation of such Collateral Trust
Bonds of the 7.65% Series upon any transfer or exchange subsequent
to the record date and prior to such interest payment
date; provided, however, that if and to the extent the Company
shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid as
provided in Section 307 of the Indenture.
The term "record date" as used in this Section
with respect to any interest payment date shall mean the March 15
or September 15, as the case may be, next preceding the semi-
annual interest payment date, or, if such March 15 or September
15 shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York, State of
New York or in the City of Chicago, State of Illinois, are
authorized by law to close, then the next preceding day which shall not
be a legal holiday or a day on which such institutions are
so authorized to close.
SECTION 2. The Collateral Trust Bonds of the
7.65% Series shall be issued only as registered Collateral Trust
Bonds without coupons of the denomination of $1,000, or any
integral multiple of $1,000, appropriately numbered. Subject to the
terms and conditions set forth in the Indenture, the Collateral
Trust Bonds of the 7.65% Series may be exchanged for one or more
new Collateral Trust Bonds of the 7.65% Series of other
authorized denominations, for the same aggregate principal amount,
upon surrender thereof 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.
Collateral Trust Bonds of the 7.65% Series may
be exchanged or transferred without expense to the registered
owner thereof except that any taxes or other governmental charges
that may be imposed in connection with such transfer or exchange
shall be paid by the registered owner requesting such transfer
or exchange as a condition precedent to the exercise of
such privilege.
SECTION 3. The Collateral Trust Bonds of the 7.65%
Series and the Trustee's Certificate of Authentication shall
be substantially in the following forms respectively:
[FORM OF FACE OF COLLATERAL TRUST BOND]
IES UTILITIES INC.
COLLATERAL TRUST BOND, 7.65% SERIES DUE MARCH 28, 2000
No. ________ $_________
IES UTILITIES INC., a corporation organized
and existing under the laws of the State of Iowa (the
"Company," which term shall include any successor corporation as defined
in the Indenture hereinafter referred to), for value
received, hereby promises to pay to ______________ or registered
assigns, the sum of _____________ dollars on the 28th day of March,
2000, in any coin or currency of the United States of America which
at the time of payment is legal tender for public and private
debts, and to pay interest thereon in like coin or currency from
March 28, 1995, payable semi-annually, on the 28th day of March
and September in each year, at the rate of 7.65% per annum, until
the Company's obligation with respect to the payment of
such principal shall be discharged as provided in the
Indenture hereinafter mentioned. The interest so payable on any 28th
day of March or September will, subject to certain
exceptions provided in the Third Supplemental Indenture dated as of March
1, 1995, be paid to the person in whose name this Collateral
Trust Bond is registered at the close of business on the
immediately preceding March 15 or September 15, as the case may be.
Except as otherwise provided in the Indenture, any such interest not
so paid or duly provided for shall forthwith cease to be payable
to such person, and shall either be paid to the person in whose
name this Collateral Trust Bond is registered at the close of
business on a Special Record Date for the payment of such interest to
be fixed by the Trustee, notice of which shall be given to
holders of Collateral Trust Bonds 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 on which the Collateral Trust Bonds of
this Series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided for in said
Indenture. Both principal of, and interest on, this Collateral Trust
Bond are 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.
This Collateral Trust Bond shall not be entitled to
any benefit under the Indenture or any indenture
supplemental thereto, or become valid or obligatory for any purpose, until
the form of certificate endorsed hereon shall have been signed by
or on behalf of The First National Bank of Chicago, the
Trustee under the Indenture, or a successor trustee thereto under
the Indenture, or by an authenticating agent duly appointed by
the Trustee in accordance with the terms of the Indenture.
The provisions of this Collateral Trust Bond
are continued on the reverse hereof and such continued
provisions shall for all purposes have the same effect as though fully
set forth at this place.
IN WITNESS WHEREOF, IES Utilities Inc. has caused
this Collateral Trust Bond to be signed (manually or by
facsimile signature) in its name by an Authorized Executive Officer,
as defined in this Indenture, and its corporate seal (or a
facsimile thereof) to be hereto affixed and attested (manually or
by facsimile signature) by an Authorized Executive Officer,
as defined in this Indenture.
Dated ________________ IES UTILITIES INC.
By____________________________
Authorized Executive Officer
ATTEST:
____________________________
Authorized Executive Officer
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Collateral Trust Bonds of the
series designated therein referred to in the within-mentioned
Indenture and Third Supplemental Indenture dated as of March 1, 1995.
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
By____________________________
Authorized Officer
[FORM OF REVERSE OF COLLATERAL TRUST BOND]
This Collateral Trust Bond is one of a duly
authorized issue of Collateral Trust Bonds of the Company in an
aggregate principal amount of up to $50,000,000, of the series
hereinafter specified, all issued and to be issued under and equally
secured by an Indenture of Mortgage and Deed of Trust (the
"Indenture"), dated as of September 1, 1993, executed by the Company to
The First National Bank of Chicago, as Trustee (the "Trustee"),
as supplemented by three supplemental indentures (including a
Third Supplemental Indenture dated as of March 1, 1995) each
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 registered owners of the Collateral
Trust Bonds and of the Trustee in respect thereof, and the terms
and conditions upon which the Collateral Trust Bonds are, and are
to be, secured. The Collateral Trust Bonds may be issued in
series, for various principal sums, may mature at different times,
may bear interest at different rates and may otherwise vary
as provided in the Indenture. This Collateral Trust Bond is one
of a series designated as the "Collateral Trust Bonds, 7.65%
Series Due March 28, 2000" (the "Collateral Trust Bonds of the
7.65% Series") of the Company, in an aggregate principal amount of
up to $50,000,000, issued under and secured by the Indenture
and described in the Third Supplemental Indenture thereto dated as
of March 1, 1995 (the "Third Supplemental Indenture") between
the Company and the Trustee.
The Collateral Trust Bonds of the 7.65% Series will
not be redeemable prior to their maturity; provided, however,
that such Bonds may be redeemed in whole at any time or in part
from time to time, upon at least 30 days' notice, at the
redemption price equal to 100% of the principal amount thereof, plus
accrued interest to the date of redemption, through the application
of cash received by the Trustee as a result of properties of
the Company being taken by eminent domain or being sold to an
entity possessing the power of eminent domain.
In case an Event of Default, as defined in
the Indenture, shall occur, the principal of all the Collateral
Trust Bonds of the 7.65% Series at any such time outstanding under
the Indenture may be declared or may become due and payable, upon
the conditions and in the manner and with the effect provided in
the Indenture. The Indenture provides that such declaration may
be rescinded under certain circumstances.
No reference herein to the Indenture and no
provision of this Collateral Trust Bond or of the Indenture shall alter
or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any,
and interest on this Collateral Trust Bond at the times, place
and rate, in the coin or currency, and in the manner,
herein prescribed.
This Collateral Trust Bond may be exchanged
or transferred without expense to the registered owner hereof
except that any taxes or other governmental charges that may be
imposed in connection with such transfer or exchange shall be paid by
the registered owner requesting such transfer or exchange as
a condition precedent to the exercise of such privilege.
Prior to due presentment of this Collateral Trust
Bond for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in
whose name this Collateral Trust Bond is registered as the
absolute owner hereof for all purposes, whether or not this
Collateral Trust Bond be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
As provided in the Indenture, no recourse shall be
had for the payment of the principal of or premium, if any,
or interest on any Collateral Trust Bonds or any part thereof,
or for any claim based thereon or otherwise in respect thereof,
or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under the Indenture, against, and
no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, stockholder, officer or director, as
such, past, present or future of the Company or of any predecessor
or successor corporation (either directly or through the Company
or a predecessor or successor corporation), whether by virtue of
any constitutional provision, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all
the Collateral Trust Bonds are solely corporate obligations and
that any such personal liability is hereby expressly waived
and released as a condition of, and as part of the consideration
for, the execution of the Indenture and the issuance of the
Collateral Trust Bonds.
[END OF COLLATERAL TRUST BOND FORM]
ARTICLE II.
ISSUE OF COLLATERAL TRUST BONDS.
SECTION 1. Pursuant to the terms of Section 401 of
the Indenture, the Company hereby exercises the right to obtain
the authentication of $50,000,000 principal amount of
Collateral Trust Bonds of the 7.65% Series.
SECTION II. Such Collateral Trust Bonds may
be authenticated and delivered prior to the filing for
recordation of this Third Supplemental Indenture.
ARTICLE III.
REDEMPTION.
The Collateral Trust Bonds of the 7.65% Series will not
be redeemable prior to their maturity; provided, however, that
such Bonds may be redeemed 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, plus
accrued interest to the date of redemption, through the application
of cash received by the Trustee as a result of properties of
the Company being taken by eminent domain or being sold to an
entity possessing the power of eminent domain.
ARTICLE IV.
DESCRIPTION OF PROPERTY.
To secure the payment of the principal of, premium,
if any, and interest, if any, on all Collateral Trust Bonds
issued under the Indenture and Outstanding (as defined in
the Indenture), when payable in accordance with the
provisions thereof, and to secure the performance by the Company of, and
its compliance with, the covenants and conditions of the
Indenture, the Company hereby grants, bargains, sells, conveys,
assigns, transfers, mortgages, pledges, sets over and confirms to
the Trustee a security interest in, all right, title and interest
of the Company in and to the property described in Exhibit A to
this Third Supplemental Indenture.
TO HAVE AND TO HOLD all said property hereby
granted, bargained, sold, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, or in which a security
interest has been granted by the Company in this Third
Supplemental Indenture, unto the Trustee and its successors and
assigns forever, but in trust nevertheless upon the trusts, for
the purposes, and subject to all the exceptions and
reservations, terms, conditions, provisions and restrictions of the
Indenture, and for the equal and proportionate benefit and security of
all present and future holders of the Collateral Trust Bonds,
without any preference, priority or distinction of any one
Collateral Trust Bond over any other Collateral Trust Bond by reason
of priority in the issue or negotiation thereof or otherwise,
except as may otherwise be expressly provided in the Indenture,
but subject, however, to all the conditions, agreements,
covenants, exceptions, limitations, restrictions and reservations
expressed or provided in the deeds or other instruments of record
affecting the property, or any part or portion thereof, insofar as the
same are at the time of execution hereof in force and effect
and permitted by law.
ARTICLE V.
THE TRUSTEE.
The Trustee hereby accepts the trusts hereby
declared and provided, and agrees to perform the same upon the terms
and conditions in the Indenture set forth and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or
sufficiency this Third Supplemental Indenture or the due
execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by
the Company solely. In general, each and every term
and condition contained in Article Eleven of the Indenture
shall apply to this Third Supplemental Indenture with the
same force and effect as if the same were herein set forth
in full, with such omissions, variations and
modifications thereof as may be appropriate to make the
same conform to this Third Supplemental Indenture.
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
This Third Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which when
so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
IES UTILITIES INC.
By____________________________
Senior Vice President, Finance
ATTEST:
____________________________
Secretary
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
By____________________________
ATTEST:
____________________________
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On the _____ day of March, 1995, before me
personally came Robert J. Latham, to me known, who, being by me duly
sworn, did depose and say that he is the Senior Vice President,
Finance of IES UTILITIES INC., the corporation described in and
which executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his
name thereto by like authority, acknowledging the instrument to be
the free act and deed of said corporation.
______________________________
Notary Public,
[Notarial Seal]
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
On the _____ day of March, 1995, before me
personally came ________________________, to me known, who, being by me
duly sworn, did depose and say that he is a
________________________ of THE FIRST NATIONAL BANK OF CHICAGO, the
national banking association described in and which executed the
foregoing instrument; that he knows the seal of said national
banking association; that the seal affixed to said instrument is the
seal of said national banking association; that it was so affixed
by authority of the Board of Directors of said national
banking association, and that he signed his name thereto by
like authority, acknowledging the instrument to be the free act
and deed of said national banking association.
______________________________
Notary Public,
[Notarial Seal]
EXHIBIT A
DESCRIPTION OF PROPERTY
[To be supplied by the Company]