Exhibit 4.1
INTERSTATE POWER AND LIGHT COMPANY
OFFICER'S CERTIFICATE
Dated as of August 2, 2004
______________________
Reopening a Series of Debt Securities
6.30% Senior Debentures due 2034
______________________
Pursuant to the Indenture
Dated as of August 20, 2003
OFFICER'S CERTIFICATE
The undersigned, the Vice President and Treasurer of
Interstate Power and Light Company, an Iowa corporation (the
"Company"), hereby certifies as provided below pursuant to Section
301 of the Indenture, dated as of August 20, 2003 (the
"Indenture"), between the Company and J.P. Morgan Trust Company,
National Association, successor, as Trustee (the "Trustee").
This Officer's Certificate, dated August 2, 2004, is delivered,
pursuant to authority granted to the undersigned by resolutions
adopted January 28, 2004 by the Board of Directors of the
Company, for the purpose of reopening pursuant to Section 301 of
the Indenture a series of securities under the Indenture, which
series was previously created, whose terms were previously set
forth and to whose form were previously established, in each case
pursuant to an Officer's Certificate, dated as of May 3, 2004
(the "May Certificate"), in accordance with Section 201 of the
Indenture. Capitalized terms not otherwise defined herein are
used as defined in the Indenture.
1. The Board of Directors of the Company has authorized
the creation by the Company of one or more series of Securities
under the Indenture through one or more Officer's Certificates
and pursuant to such authorization and in accordance with the
Indenture this Officer's Certificate is being delivered to the
Trustee to reopen the series of Securities created by the May
Certificate, increasing the aggregate principal amount of such
Securities by $25,000,000.
2. As established by the May Certificate, the title
of the series of Securities shall be "6.30% Senior Debentures due
2034"(herein called the "Debentures").
3. The aggregate principal amount of the Debentures
which may be authenticated and delivered under the Indenture shall
be U.S.$125,000,000 ($25,000,000 of which may be authenticated
and delivered pursuant to this Officer's Certificate and $100,000,000
of which was authenticated and delivered pursuant to the May
Certificate), except for Debentures authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, other Debentures as provided in Sections 304, 305, 306, 406
or 1206 of the Indenture. Notwithstanding the foregoing limit on
the aggregate principal amount of the Debentures, the Debentures
may be reopened in accordance with Section 301 of the Indenture.
4. The Debentures shall be issuable in denominations of
$1,000 and any integral multiple thereof.
5. Subject to earlier redemption, the principal of
the Debentures shall be payable in U.S. dollars on May 1, 2034.
6. The Debentures shall bear interest at the rate of 6.30%
per annum; such interest shall accrue from May 6, 2004 (or from and
including the most recent interest payment date to which interest
on the Debentures has been paid or provided for); the Interest
Payment Dates on which such interest shall be payable shall be
May 1 and November 1 in each year, commencing November 1, 2004;
the Regular Record Dates for the determination of Holders to whom
interest is payable shall be (1) the Business Day next preceding
each Interest Payment Date, if the Debentures remain in
book-entry only form, or (2) on the fifteenth calendar day before
each Interest Payment Date, if the Debentures do not remain in
book-entry only form. Interest on the Debentures shall be
payable in U.S. dollars.
7. Pursuant to the Indenture, the Trustee has been appointed
as the Security Registrar for the Debentures. The Trustee is hereby
further appointed as the initial Paying Agent and transfer agent
of the Debentures. The principal of and interest on the
Debentures shall be payable at the office of the Paying Agent,
which shall initially be located in the Borough of Manhattan, The
City of New York.
8. The Debentures shall be redeemable at the option
of the Company at any time in whole or from time to time in part at a
Redemption Price equal to the sum of (a)100% of the principal
amount of the Debentures being redeemed, (b)accrued interest
thereon to the Redemption Date, and (c)the Make-Whole Amount, if
any, with respect to such Debentures; provided, however, that
installments of interest on Debentures due on an Interest Payment
Date which occurs on or before any Redemption Date shall be
payable to the Holders of such Debentures who were registered
Holders as of the close of business on the Record Date
immediately preceding such Interest Payment Date.
9. The terms defined below shall, for all purposes
of the Debentures under the Indenture and this Officer's Certificate,
have the meanings specified, unless the context clearly otherwise
requires or unless otherwise indicated:
"Make-Whole Amount" means, in connection with any
optional redemption, the excess, if any, of (i) the aggregate
present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest, exclusive of
interest accrued to the Redemption Date, that would have been
payable in respect of each such dollar if such redemption had not
been made, determined by discounting, on a semi-annual basis,
such principal and interest at the Reinvestment Rate, as
determined on the third Business Day preceding the date such
notice of redemption is given, from the respective dates on which
such principal and interest would have been payable if such
redemption had not been made, to the Redemption Date, over (ii)
the aggregate principal amount of the Debentures being redeemed.
The Make-Whole Amount shall be calculated by the Company and set
forth in a certificate of an Authorized Officer delivered to the
Trustee, and the Trustee shall be entitled to rely on said
certificate.
"Reinvestment Rate" means .20% plus the arithmetic mean
of the yields under the headings "Week Ending" published in the
most recent Statistical Release under the caption "Treasury
Constant Maturities" for the maturity, rounded to the nearest
month, corresponding to the remaining life to maturity, as of the
payment date of the principal amount of the Debentures being
redeemed. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to
the immediately preceding sentence and the Reinvestment Rate
shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to
the nearest month. For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used. If
the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury yield in the
above manner, then the Treasury yield shall be determined in the
manner that most closely approximates the above manner, as
reasonably determined by the Company.
"Statistical Release" means the statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve System and which reports
yields on actively traded United States government securities
adjusted to constant maturities, or, if such statistical release
is not published at the time of any required determination under
the Indenture, then such other reasonably comparable index which
shall be designated by the Company.
10. The Debentures shall not be subject to any sinking fund
and shall not be repurchasable or redeemable at the option of a
Holder.
11. The Debentures shall not be convertible into
other securities of the Company or exchangeable for securities of
another issuer.
12. Satisfaction and discharge under Section 701 of
the Indenture shall be applicable to the Debentures; provided,
however, that prior to any such satisfaction and discharge, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (a) the Company has received from the Internal
Revenue Service a letter ruling, or there has been published by
the Internal Revenue Service a revenue ruling, or (b) since the
date of execution of this Officer's Certificate, there has been a
change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Outstanding Securities will not
recognize income, gain or loss for Federal income tax purposes
as a result of such satisfaction and discharge and will be
subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
satisfaction and discharge had not occurred.
13. The Debentures shall initially be issued in whole
in the form of one or more permanent global Securities. The Depository
Trust Company ("DTC"), a clearing agency registered under the
Securities Exchange Act of 1934, as amended, shall initially
serve as the depositary for such global Security or Securities.
For so long as DTC shall be the depositary, all Debentures shall
be registered in its name or in the name of a nominee thereof.
While the Debentures are evidenced by one or more global
Securities, the depositary or its nominee, as the case may be,
shall be the sole Holder thereof for all purposes under the
Indenture. Neither the Company nor the Trustee shall have any
responsibility or obligation to the depositary's participants or
the beneficial owners for whom they act with respect to their
receipt from the depositary of payments on the Debentures or
notices given under the Indenture. The global Security or
Securities provided for hereunder shall bear such legend or
legends as may be required from time to time by the depositary.
14. Except as herein described, Debentures in definitive
form will not be issued. Notwithstanding the foregoing, in the
event the Company decides to discontinue the use of global Securities,
any Event of Default has occurred and is continuing or DTC is at
any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the
Company within 90 days, the Company shall issue individual
Debentures in certificated form to owners of "book-entry"
ownership interests in exchange for the Debentures held by DTC or
its nominee, as the case may be. In such instance, an owner of a
"book-entry" ownership interest will be entitled to physical
delivery of certificates equal in principal amount to such
"book-entry" ownership interest and to have such certificates
registered in its name. Individual certificates so issued will
be issued in denominations of $1,000 or any multiple thereof.
15. Additional terms regarding the Debentures are as set
forth in the form of the Debentures set forth below.
16. The form of the Debentures shall be substantially as follows:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company (as defined below) 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.
INTERSTATE POWER AND LIGHT COMPANY
6.30% SENIOR DEBENTURES DUE 2034
No. $_______________
CUSIP No. 461070 AD 6
INTERSTATE POWER AND LIGHT COMPANY, a corporation duly
organized and existing under the laws of the State of Iowa
(herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ________________________
($__________) on May 1, 2034 and to pay interest on said principal
sum from May 6, 2004, or from and including the most recent
interest payment date to which interest has been paid or duly
provided for, semi-annually, in arrears, on May 1 and November 1
of each year (each such date, an "Interest Payment Date"),
commencing November 1, 2004 at the rate of 6.30% per annum to,
but not including, the date on which the principal hereof is paid
or made available for payment. The amount of interest payable for
any period will be computed on the basis of twelve 30-day months
and a 360-day year. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities, as defined
in the Indenture) is registered at the close of business, on the
Regular Record Date for such interest, which shall be (1) the
Business Day next preceding each such Interest Payment Date, if
the Debentures remain in book-entry only form, or (2) on the
fifteenth calendar day before each interest payment date, if the
Debentures do not remain in book-entry only form. Any such
interest installment not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Debenture (or one or more Predecessor Securities)
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 Holders of Debentures
not later 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
Debenture 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.
Payment of the principal of and interest on any Debenture
that is not a global Debenture will be made at the office or
agency of the Company maintained for that purpose in The City of
New York; provided, however, that at the option of the Company
payment of interest may be made (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 in
immediately available funds at such place and to such account as
may be designated by the Person entitled thereto as specified in
the Security Register. Payment of principal of and interest on
any global Debenture will be made to DTC or its nominee, as the
case may be, as the sole registered owner and the sole Holder of
the global Debenture for all purposes under the Indenture.
Payment of the principal of and interest on this Debenture will
be made 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.
Additional provisions of this Debenture are continued on the
two pages following the execution and authentication of this
Debenture and such provisions have the same effect as though
fully set forth in this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this
Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, INTERSTATE POWER AND LIGHT COMPANY has
caused this instrument to be duly executed under its corporate
seal.
Dated: __________ __, 20__
INTERSTATE POWER AND LIGHT COMPANY
By:
---------------------------------
Name
Title
Attest:
- -------------------------
Authorized Officer
Trustee's Certificate of Authentication
---------------------------------------
This is one of the Debentures of the series designated herein
referred to in the within-mentioned Indenture.
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
-------------------------------
Authorized Officer
INTERSTATE POWER AND LIGHT COMPANY
6.30% SENIOR DEBENTURES DUE 2034
This Debenture is one of a duly authorized issue of
Debentures of the Company, designated as its "6.30% Senior
Debentures due 2034" (herein called the "Debentures"), in
aggregate principal amount of $125,000,000, issued under an
Indenture, dated as of August 20, 2003 (herein call the
"Indenture"), between the Company and J.P. Morgan Trust Company,
National Association, successor, as Trustee (the "Trustee"), to
which Indenture and the Officer's Certificates, dated May 3,
2004, and August 2, 2004, setting forth the terms and conditions
of the Debentures, reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders
of the Debentures, and of the terms upon which the Debenture are,
and are to be, authenticated and delivered.
The Company may redeem the Debentures at any time at the
Company's option, in whole or in part, at a redemption price
equal to the sum of the principal amount of the Debentures the
Company redeems, accrued interest on that principal amount to the
redemption date and the Make-Whole Amount (as defined in the
Officer's Certificate), if any, with respect to those Debentures.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal of the Debentures may be
declared due and payable in the manner, with the effect and
subject to the conditions, provided in the Indenture.
The Indenture contains provisions for satisfaction and
discharge at any time of the entire indebtedness of this
Debenture upon compliance by the Company with certain conditions
set forth in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Debentures, to
modify the Indenture in a manner affecting the rights of the
Holders of the Debentures; provided that no such modification
may, without the consent of the Holder of each Outstanding
Debenture, (i) change the Stated Maturity of, the principal of,
or any installment of principal of or interest on (except as
provided in Section 312 of the Indenture), any Debenture, or
reduce the principal amount thereof or the rate of interest
thereon (or the amount of any installment of interest thereon) or
change the method of calculating such rate or reduce any premium
payable upon the redemption thereof, or change the coin or
currency (or other property), in which the Debentures or any
premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or
after the Stated Maturity of any Debenture or (ii) reduce the
percentage in principal amount of the Outstanding Debentures of
any series or any Tranche thereof, the consent of the Holders of
which is required for any such modification of the Indenture.
The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Debentures at
the time Outstanding, on behalf of the Holders of all Debentures,
to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of
this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations, including, if this Debenture is a global Debenture,
the limitations set forth on the first page hereof, therein set
forth, the transfer of this Debenture is registrable in the
Security Register, upon surrender of this Debenture for
registration of transfer at the office or agency of the Company
in The City of New York maintained for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures,
of authorized denominations 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 Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Debenture for registration
of transfer, the Company, the Trustee and any agent of the
Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the undersigned has set his hand as
of the day and year first above written.
INTERSTATE POWER AND LIGHT COMPANY
By: /s/ Thomas L. Hanson
-------------------------
Thomas L. Hanson
Vice President and Treasurer