EXHIBIT 4.12
OFFICER'S CERTIFICATE AND AUTHENTICATION ORDER
Pursuant to the Indenture (For Senior Unsecured Debt
Securities) dated as of August 1, 1997 (the "Indenture")
between IES Utilities Inc. (the "Company") and The First
National Bank of Chicago, as trustee (the "Trustee"), and
resolutions adopted by the Board of Directors of the Company on
July 23, 1997, this Officer's Certificate and Authentication
Order is being delivered to the Trustee to establish the terms
of a series of Securities in accordance with Section 301 of the
Indenture, to establish the form of the Securities of such
series in accordance with Section 201 of the Indenture and to
request the authentication and delivery of the Securities of
such series pursuant to Section 303 of the Indenture.
Capitalized terms used but not defined herein and
defined in the Indenture shall have the respective meanings
ascribed to them in the Indenture.
A. Establishment of Series Pursuant to Section 301 of
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Indenture. There is hereby established pursuant to Section 301
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of the Indenture a series of Securities which shall have the
following terms (the lettered clauses set forth below
correspond to the lettered subsections of Section 301 of the
Indenture):
(a) the title of the series of Securities shall be
"6 5/8% Senior Debentures, Series A, Due 2009" (referred
to herein as the "Debentures");
(b) the aggregate principal amount of Debentures
which may be authenticated and delivered under the
Indenture (except for Debentures authenticated and
delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Debentures pursuant to
Section 304, 305, 306, 406 or 1206 thereof and, except for
any Debentures which, pursuant to Section 3.3 thereof, are
deemed never to have been authenticated and delivered
thereunder) shall be limited to $135,000,000;
(c) each installment of interest on a Debenture
shall be payable to the Person in whose name such
Debenture is registered at the close of business on the
Regular Record Date for such interest, which shall be the
January 15 and July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date
for the Debentures. Any installment of interest on a
Debenture not punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such
Regular Record Date, and may either be paid to the Person
in whose name the Debenture 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 given to the Holders of the Debentures
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 Debentures may be listed, or any
book-entry system which may be applicable to this
Debenture and upon such notice as may be required by such
exchange or system, all as more fully provided in the
Indenture;
(d) the Debentures shall mature and the principal
thereof shall be due and payable on August 1, 2009,
together with all accrued and unpaid interest thereon to,
but not including, such date;
(e) the Debentures shall bear interest from the
date of original issuance (which is anticipated to be
August 4, 1997) at the rate of 6 5/8% per annum payable
semi-annually in arrears on February 1 and August 1 of
each year (each, an "Interest Payment Date") commencing
February 1, 1998. The amount of interest payable for any
such period will be computed on the basis of a 360-day
year of twelve 30-day months and on the basis of the
actual number of days elapsed within any month in relation
to the deemed 30 days of such month. Interest on the
Debentures will accrue from the date of original issuance
but if interest has been paid on such Debentures, then
from the most recent interest payment date through which
interest has been paid. In the event that any Interest
Payment Date is not a Business Day, then payment of
interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any
interest or other payment in respect of such delay),
except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on
the immediately preceding Business Day, in each case with
the same force and effect as if made on such Interest
Payment Date;
(f) the principal of and each installment of
interest on each Debenture that is not a global Security
shall be payable, and registration of transfer and
exchanges of such Debentures may be effected, at the
office or agency of the Company in The City of New York.
Payment of principal of and interest on each Debenture
represented by a global Security shall be made to The
Depository Trust Company ("DTC") or its nominee, as the
case may be, as the sole registered owner and the sole
Holder of the Securities represented thereby for all
purposes under the Indenture. Notices and demands to or
upon the Company with respect to the Debentures and the
Indenture may be served at the Corporate Trust Office of
the Trustee or at the Company at the address of its
principal office specified in the Indenture. The Trustee
will initially be the Paying Agent and the Security
Registrar for the Debentures;
(h) there are no sinking fund or mandatory
redemption provisions applicable to the Debentures, and
the Company will not be subject to any obligation to
redeem or repurchase the Debentures at the option of a
Holder;
(i) the Debentures shall be issuable in
denominations of $1,000 and any integral multiple thereof;
(o) so long as any Debentures are Outstanding, the
failure of the Company to pay interest on any Debentures
within sixty (60) days after the same becomes due and
payable shall constitute an Event of Default;
(r) the Debentures will be originally issued in
global form registered in the name of DTC or its nominee
and will, unless and until the Debentures are exchanged in
whole or in part for certificated Debentures registered in
the names of various beneficial holders thereof, contain
restrictions on transfer, substantially as described in
the form of Debentures, hereto attached as Exhibit A. A
global Debenture shall be exchangeable for certificated
Debentures registered in the names of persons other than
DTC or its nominee only if (i) DTC notifies the Company
that it is unwilling or unable to continue as a depositary
for such global Security and no successor depositary shall
have been appointed, or at any time DTC ceases to be a
clearing agency registered under the Securities Exchange
Act of 1934, at a time when DTC is required to be so
registered to act as such depositary, (ii) the Company in
its sole discretion determines that such global Debenture
shall be so exchangeable or (iii) there shall have
occurred and be continuing an Event of Default with
respect to the Debentures. Any global Debenture that is
exchangeable pursuant to the preceding sentence shall be
exchangeable for certificated Debentures registered in
such names as DTC shall direct;
(v) the Debentures shall have such other terms and
provisions as are provided in the form set forth in
Exhibit A hereto.
B. Establishment of Form of Debt Security Pursuant to
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Section 201 of Indenture. It is hereby established pursuant to
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Section 201 of the Indenture that the Debentures shall be
substantially in the form attached as Exhibit A hereto.
C. Order for the Authentication and Delivery of Debt
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Securities Pursuant to Section 303 of the Indenture. It is
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hereby ordered pursuant to Section 303 of the Indenture, that
the Trustee authenticate, in the manner provided by the
Indenture, one Debenture in the aggregate principal amount of
$135,000,000 registered in the name of Cede & Co., which
Debenture has been heretofore duly executed by the proper
officers of the Company and delivered to you as provided in the
Indenture, and to deliver said authenticated Debenture to or
upon the order of Chase Securities Inc., as representative, on
August 4, 1997.
The undersigned has read the pertinent sections of
the Indenture including the related definitions contained
therein. The undersigned has examined the resolutions adopted
by the Board of Directors of the Company on July 23, 1997. In
the opinion of the undersigned, the undersigned has made such
examination or investigation as is necessary to enable the
undersigned to express an informed opinion as to whether or not
the conditions precedent to the establishment of (i) a series
of Securities, (ii) the forms of such Securities and
(iii) authentication of such series of Securities, contained in
the Indenture have been complied with. In the opinion of the
undersigned, such conditions have been complied with.
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IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the Company this 4th day of August, 1997.
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Name: Larry D. Root
Title: President & Chief Operating Officer