EXHIBIT 4(c)
Prepared by: IES Utilities Inc., __________,
200 First St. SE, Cedar Rapids, IA 52401, (319) 398-4505
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IES UTILITIES INC.
(formerly known as Iowa Electric Light and Power Company)
TO
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
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______ Supplemental Indenture
Dated as of ________
--------------
TO
INDENTURE OF MORTGAGE and DEED OF TRUST
Dated as of September 1, 1993
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______ SUPPLEMENTAL INDENTURE, dated as of _______ (the
"______ 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 (the "Collateral Trust Bonds" or "Bonds"), and the said Indenture has
been supplemented by [five] supplemental indentures, dated as of October 1,
1993, November 1, 1993, March 1, 1995, September 1, 1996, April 1, 1997, and
[__________], 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, ___% Series Due ____ (the "Collateral Trust Bonds of the ____% Series");
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 ______ 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 to better 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 in Exhibit A to this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make
this ______ 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 Bonds created in the ______ 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 the Bonds as follows:
ARTICLE I
DESCRIPTION OF COLLATERAL TRUST BONDS OF THE ___% SERIES
SECTION 1. The Company hereby creates a new series of Bonds to
be known as "Collateral Trust Bonds of the ___% Series." The Collateral Trust
Bonds of the ___% 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
__________. The Collateral Trust Bonds of the ___% Series shall mature
__________, and shall bear interest at the rate of ___% per annum, payable
semi-annually on the 1st day of _____ and the 1st day of _____ in each year,
commencing on _________. The person in whose name any of the Collateral Trust
Bonds of the ___% 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 ___%
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 _____ 15 or _____ 15, as the case may
be, next preceding the semi-annual interest payment date, or, if such _____ 15
or _____ 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 ___% Series shall
be issued only as registered 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 ___% Series may be exchanged for one or more new Collateral Trust Bonds
of the ___% Series or 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 ___% 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. Except as otherwise provided in this Section, the
registered owner of all Collateral Trust Bonds of the ___% Series shall be CEDE
& Co., as nominee of The Depository Trust Company ("DTC"). Payment of interest
for any Collateral Trust Bonds of the ___% Series 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 Collateral Trust Bonds of the
___% Series at the address indicated on the record date for CEDE & Co. in the
registration books of the Company kept by Trustee, as registrar.
The Collateral Trust Bonds of the ___% Series shall initially
be issued in the form of one or more fully registered global bonds ("Global
Bonds") which will have an aggregate principal amount equal to the Collateral
Trust Bonds of the ___% Series represented thereby. Upon initial issuance, the
ownership of the Collateral Trust Bonds of the ___% Series 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 Collateral Trust Bonds of the
___% Series registered in its name for the purposes of payment of the principal
of, premium, if any, or interest on such Collateral Trust Bonds of the ___%
Series, giving any notice permitted or required to be given to Holders herein,
registering the transfer of such Collateral Trust Bonds of the ___% Series,
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 Collateral Trust Bonds of the ___% Series
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 Collateral Trust Bonds
of the ___% Series 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 herein; the selection by DTC or any DTC participant of
any Person to receive payment in the event of a partial payment of any
Collateral Trust Bonds of the ___% Series 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 Collateral
Trust Bonds of the ___% Series 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
Collateral Trust Bonds of the ___% Series 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.
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
Collateral Trust Bonds of the ___% Series. 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. In the event definitive
certificates are issued to Holders other than DTC, the provisions herein 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 Collateral Trust Bonds of the ___% Series
registered in the name of CEDE & Co., to any DTC participant having Collateral
Trust Bonds of the ___% Series credited to its DTC account or (ii) to arrange
for another bonds depository to maintain custody of certificates evidencing such
Collateral Trust Bonds of the ___% Series.
So long as any Collateral Trust Bonds of the ___% Series 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 Collateral
Trust Bonds of the ___% Series and all notices, with respect to such Collateral
Trust Bonds of the ___% Series shall be made and given to DTC as provided in the
Letter of Representations dated __________.
In connection with any notice or other communication to be
provided to Holders by the Company or the Trustee with respect to any consent or
other action to be taken by Holders, so long as any Collateral Trust Bonds of
the ___% Series 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.
The notice requirements set forth in the Letter of
Representations with respect to redemptions, conversions and mandatory tenders
shall be effective whenever the Collateral Trust Bonds of the ___% Series are
registered in the name of DTC or its nominee, notwithstanding any other
provision herein, to the extent such other provisions are incompatible with the
notice requirements set forth in the Letter of Representations.
SECTION 4. The Collateral Trust Bonds of the ___% Series and
the Trustee's Certificate of Authentication shall be substantially in the
following forms respectively:
[FORM OF FACE OF BOND]
[FORM OF LEGEND FOR GLOBAL BOND]
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer 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.
IES UTILITIES INC.
COLLATERAL TRUST BOND, ___% SERIES DUE ____.
No. ________ $_________
CUSIP ___________
IES UTILITIES INC., a corporation organized and existing under
the laws of the State of Iowa (the "Company," which term shall include any
successor corporation as defined in the Indenture hereinafter referred to), for
value received, hereby promises to pay to ______________, or its registered
assigns, the sum of _____________ ($_______) dollars on the ___ day of _____,
____, 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 ______ __, ____, payable semi-annually, on
the ___ day of ______ and ______ in each year, commencing _______ __, ____, at
the rate of ___% 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 ___ day of ______ or
______ will, subject to certain exceptions provided in the _____ Supplemental
Indenture dated as of ______ __, ____, be paid to the person in whose name this
Collateral Trust Bond is registered at the close of business on the immediately
preceding ______ ____ or ______ ____, as the case may be. Except as otherwise
provided in the Indenture, any such interest not 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 the 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 the Indenture.
Dated ________________ IES UTILITIES INC.
By
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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 _____
Supplemental Indenture dated as of ______ __, ____.
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By
----------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
IES UTILITIES INC.
COLLATERAL TRUST BOND, ____% SERIES DUE ____
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 $________ of the series hereinafter specified, all issued and to be issued
under and equally secured by an Indenture of Mortgage and Deed of Trust dated as
of September 1, 1993, executed by the Company to The First National Bank of
Chicago, as Trustee (the "Trustee"), as supplemented by _____ supplemental
indentures, (including a _____ Supplemental Indenture dated as of ______ __,
____), 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, ____% Series Due ____" (the "Collateral Trust Bonds
of the ____% Series") of the Company, in an aggregate principal amount of up to
$________, issued under and secured by the Indenture and described in the _____
Supplemental Indenture thereto dated as of ______ __, ____ (the "_____
Supplemental Indenture") between the Company and the Trustee.
The Collateral Trust Bonds of the ____% Series will not be
redeemable prior to their maturity by the Company; provided, however, that such
Bonds may be redeemed by the Company in whole at any time or in part from time
to time, up on 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 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 ____% 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.
To the extent permitted on the front hereof, 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 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 $__________ principal amount of Collateral Trust Bonds.
SECTION 2. Such Collateral Trust Bonds of the ___% Series may
be authenticated and delivered prior to the filing for recordation of this
______ Supplemental Indenture.
ARTICLE III
REDEMPTION
The Collateral Trust Bonds of the ___% 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 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 ______ 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 ______ 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 of this ______
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 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 ______ Supplemental Indenture.
ARTICLE VI
MISCELLANEOUS PROVISIONS
This ______ 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 ______
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
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ATTEST:
- ------------------
THE FIRST NATIONAL BANK OF
CHICAGO, Trustee
By
------------------------------
ATTEST:
- -------------------
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On the __th day of _____, ____, before me personally came
_________, to me known, who, being by me duly sworn, did depose and say that he
is the __________ 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 ___th day of _____, _____, 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