EXHIBIT 4(c)(ii)
IES UTILITIES INC.
CHAIRMAN'S CERTIFICATE
I, Lee Liu, as Chairman of the Board, President & Chief
Executive Officer of IES Utilities Inc. ("Company"), pursuant to the authority
directed to me by the Board of Directors of the Company on February 6, 1996,
hereby requests the authentication and delivery of:
(i) the Collateral Trust Bonds, 7 1/4% Series Due 2006
("Bonds") to be issued under the Fourth Supplemental Indenture dated as
of September 1, 1996 ("Fourth Supplemental Indenture") to the Company's
Indenture of Mortgage and Deed of Trust dated as of September 1, 1993
to The First National Bank of Chicago, as trustee ("1993 Mortgage
Trustee"), as previously supplemented by three supplemental indentures
(as so supplemented, "1993 Mortgage"); and
(ii) the First Mortgage Bonds, Collateral Series D, Due 2006
("First Mortgage Bonds") to be issued under the Sixty-Second
Supplemental Indenture dated as of September 1, 1996 ("Sixty-Second
Supplemental Indenture") to the Company's Indenture of Mortgage and
Deed of Trust dated as of August 1, 1940 to The First National Bank of
Chicago, as trustee ("1940 Mortgage Trustee"), as previously
supplemented by sixty-one supplemental indentures (as so supplemented,
the "1940 Mortgage");
with the respective interest rates, payment dates, prices and other terms and
conditions set forth below:
1. The Bonds shall be issued in the principal amount of
$60,000,000 and shall be known and designated as the "Collateral Trust
Bonds, 7 1/4% Series Due 2006."
2. The stated maturity of the principal of the Bonds shall be
October 1, 2006.
3. The Bonds shall bear interest at the rate of 7 1/4% per annum
from September 27, 1996, payable on each April 1 and October 1,
commencing April 1, 1997, until the payment thereof is paid or made
available for payment.
4. The Bonds shall not be subject to redemption at the option of
the Company prior to maturity, except that they will be redeemable, in
whole at any time or in part from time to time, upon at least 30 days'
CHAIRMAN'S CERTIFICATE
Page 2
notice, at the special redemption price of 100% of the principal
amount thereof, plus accrued interest thereon to the redemption date,
through the application of cash received by the 1993 Mortgage Trustee
as a result of the taking by eminent domain or of the purchase by a
public authority of properties of the Company as provided in the 1993
Mortgage.
5. The Bonds shall initially be issued in the form of one or more
global bonds, registered in the name of The Depository Trust Company
("DTC") or its nominee and deposited with, or on behalf of, DTC, as
more fully set forth in the Appendix hereto, which Appendix, pursuant
to Section 301 of the 1993 Mortgage, shall constitute a term of the
Bonds.
6. The Company has entered into an Underwriting Agreement dated
September 19, 1996 between the Company and Citicorp Securities, Inc.
as underwriter (the "Underwriter") to issue and sell the Bonds to such
Underwriter at a purchase price of $59,641,800. The form and substance
of the Underwriting Agreement is hereby approved and ratified.
7. The First Mortgage Bonds shall be issued to the Trustee in the
principal amount of $60,000,000 and shall be known and designated as
the "First Mortgage Bonds, Collateral Series D, Due 2006."
8. The stated maturity of the principal of the First Mortgage
Bonds shall be October 1, 2006.
9. The First Mortgage Bonds shall bear no interest.
10. The First Mortgage Bonds shall be subject to redemption at
any time at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest, if any. The First Mortgage
Bonds shall be redeemed no later than the redemption of the Bonds, in
a principal amount equal to the principal amount of the Bonds being
redeemed.
11. The Fourth Supplemental Indenture, the Sixty-Second
Supplemental Indenture, and the specimens of the Bond attached hereto
and the First Mortgage Bond attached hereto are all hereby approved.
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CHAIRMAN'S CERTIFICATE
Page 3
Executed this 27th day of September, 1996.
/s/ Lee Liu
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Lee Liu
Chairman of the Board, President
& Chief Executive Officer
ATTEST:
/s/ Stephen W. Southwick
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Stephen W. Southwick
Vice President, General Counsel
& Secretary
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APPENDIX
Book Entry Bonds
(a) Except as provided in subsection (c) below, the registered owner of all
Bonds shall be CEDE & Co., as nominee of The Depository Trust Company ("DTC").
Payment of interest for any Bonds registered as of each Record Date in the name
of CEDE & Co. shall be made by wire transfer to the account of CEDE & Co. on the
Interest Payment Date for such Bonds at the address indicated on the Record Date
for CEDE & Co. in the registration books of the Company kept by Trustee, as
registrar.
(b) The Bonds shall initially be issued in the form of one or more fully
registered global bonds which will have an aggregate principal amount equal to
the Bonds represented thereby. Upon initial issuance, the ownership of the Bonds
shall be registered in the registration books of the Company kept by the Trustee
in the name of CEDE & Co., as nominee of DTC. The Trustee and the Company may
treat DTC (or its nominee) as the sole and exclusive owner of the Bonds
registered in its name for the purposes of payment of the principal of, premium,
if any, or interest on such Bonds, giving any notice permitted or required to be
given to Holders under the Indenture, registering the transfer of such Bonds,
obtaining any consent or other action to be taken by Holders and for all other
purposes whatsoever; and neither the Trustee nor the Company shall be affected
by any notice to the contrary. Neither the Trustee nor the Company shall have
any responsibility or obligation to any DTC participant, any Person claiming a
beneficiary ownership interest in Bonds registered in the name of CEDE & Co.
under or through DTC or any DTC participant, or any other Person which is not
shown on the registration books of the Company kept by the Trustee as being a
Holder with respect to the accuracy of any records maintained by DTC, CEDE & Co.
or any DTC participant; the payment by DTC or any DTC participant to any
beneficial owner of any amount in respect of the principal of, premium, if any,
or interest on the Bonds registered in the name of CEDE & Co.; the delivery to
any DTC participant or any beneficial owner of any notice which is permitted or
required to be given to Holders under the Indenture; the selection by DTC or any
DTC participant of any Person to receive payment in the event of a partial
payment of any Bonds registered in the name of CEDE & Co.; or any consent given
or other action taken by DTC as Holder. The Paying Agent shall pay all principal
of, premium, if any, and interest on any Bonds registered in the name of CEDE &
Co., only to or upon the order of CEDE & Co., as nominee of DTC, and all such
payments shall be valid and effective to fully satisfy and discharge the
Company's obligations with respect to the principal of, premium, if any, and
interest on such Bonds to the extent of the sum or sums so paid. Upon delivery
by DTC to the Trustee of written notice to the effect that DTC had determined to
substitute a new nominee in place of CEDE & Co., and subject to the provisions
herein with respect to record dates, the words "CEDE & Co." herein shall refer
to such new nominee of DTC.
(c) A Global Bond shall be exchangeable for definitive certificates
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 Bond and no successor depositary shall have been appointed, or
if 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 Bond shall be so exchangeable or (iii) there shall
have occurred and be continuing an Event of Default with respect to the Bonds.
In any such event, the Trustee shall issue, register the transfer of and
exchange definitive certificates as requested by DTC in appropriate amounts and
the Company and the Trustee shall be obligated to deliver definitive
certificates as described in the Indenture. In the event definitive certificates
are issued to Holders other than DTC, the provisions of the Indenture shall
apply to, among other things, the registration, transfer of and exchange of such
certificates and the method of payment of principal of, premium, if any, and
interest on such certificates. Whenever DTC requests the Company and the Trustee
to do so, the Trustee and the Company will cooperate with DTC in taking
appropriate action after reasonable notice (i) to make available one or more
separate certificates evidencing the Bonds registered in the name of CEDE & Co.,
to any DTC participant having Bonds credited to its DTC account or (ii) to
arrange for another bonds depository to maintain custody of certificates
evidencing such Bonds.
(d) Notwithstanding any other provision of the Indenture to the contrary,
so long as any Bonds are registered in the name of CEDE & Co., as nominee of
DTC, all payments with respect to the principal of, premium, if any, and
interest on such Bonds and all notices, with respect to such Bonds shall be made
and given to DTC as provided in the applicable Letter of Representations.
(e) In connection with any notice or other communication to be provided to
Holders pursuant to the Indenture by the Company or the Trustee with respect to
any consent or other action to be taken by Holders, so long as any Bonds are
registered in the name of CEDE & Co., as nominee of DTC, the Company or the
Trustee, as the case may be, shall establish a record date for such consent or
other action and give DTC notice of such record date not less than 15 calendar
days in advance of such record date to the extent possible.
(f) The notice requirements set forth in the Letter of Representations
relating to the Bonds with respect to redemptions, conversions and mandatory
tenders shall be effective whenever the Bonds are Book-Entry Bonds,
notwithstanding any other provision of the Indenture, to the extent such other
provisions are incompatible with the notice requirements set forth in the Letter
of Representation.
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