EXHIBIT 4.5
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Alliant Energy Resources, Inc., or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or to such other entity or in such other name as is requested by an
authorized representative of DTC (and any payment hereon 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 since the registered owner hereof, Cede & Co., has an
interest herein.
Transfers of this Global Security shall be limited to
transfers in whole, but not in part, to nominees of Cede & Co. or to a successor
thereof or such successor's nominee.
ALLIANT ENERGY RESOURCES, INC.
7 % SENIOR NOTES DUE 2011
GLOBAL NOTE
CUSIP No. 18803 AE 6
$
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Alliant Energy Resources, Inc., a corporation duly organized
and existing under the laws of the State of Wisconsin (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 _____________ DOLLARS ($ _____________) on December 1, 2011, at
the office or agency of the Company referred to below, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts, and to pay interest thereon in like
coin or currency from November 15, 2001, or from the most recent interest
payment date on which interest has been paid or duly provided for, semi-annually
in arrears on June 1 and December 1 in each year, commencing June 1, 2002, at
the rate of 7% per annum, until the principal hereof is paid or made available
for payment, and (to the extent lawful) to pay interest at the same rate per
annum on any overdue principal and premium and on any overdue installment of
interest until paid.
Interest so payable, and punctually paid or duly provided for,
on any Interest payment date, as provided in the Indenture, shall be paid to the
person in whose name this Senior Note (or one or more predecessor Senior Notes)
is registered at the close of business on the record date for such interest,
which shall be May 15 or November 15 (whether or not a business day), as the
case may be, next preceding such Interest payment date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
person in whose name this Senior Note is registered on such record date and may
either be paid to the person in whose name this Senior Note is registered at the
close of business on a record date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to the person in whose
name this Senior Note is registered not less than ten days prior to such record
date, or be paid at any time in any other lawful manner, all as more fully
provided in the Indenture.
This Senior Note is a "book-entry" security and is being
registered in the name of Cede & Co. as nominee of The Depository Trust Company
("DTC"), a clearing agency. Subject to the terms of the Indenture, dated as of
November 4, 1999 (as supplemented by the First Supplemental Indenture dated as
of November 4, 1999, the Second Supplemental Indenture dated as of February 1,
2000, the Third Supplemental Indenture dated as of November 15, 2001 and as
supplemented and amended from time to time, the "Indenture"), among the Company,
Alliant Energy Corporation (the "GUARANTOR"), and U.S. Bank National Association
as successor to Firstar Bank, N.A., as trustee (the "TRUSTEE"), and except as
provided therein, this Senior Note will be held by a clearing agency or its
nominee, and beneficial interests will be held by beneficial owners through the
book-entry facilities of such clearing agency or its nominee in integrals of
$1,000 in excess thereof.
The Trustee will make payments of principal of and interest on
(except as otherwise provided below) this Senior Note by wire transfer of
immediately available funds. Notwithstanding the above, the final payment on
this Senior Note will be made after due notice by the Trustee of the pendency of
such payment and only upon presentation and surrender of this Senior Note at its
principal corporate trust office or such other offices or agencies appointed by
the Trustee for that purpose and such other locations provided in the Indenture.
Payments of principal of (and premium, if any) and interest on
this Senior Note will be made at the offices or agency of the Company or the
Guarantor, as the case may be, maintained for that purpose in Milwaukee,
Wisconsin and the Borough of Manhattan, The City of New York, New York in such
coin or currency of the United States of America as at the time of payment is
legal tender for payments of public and private debts; provided, however, that
at the option of the Company or the Guarantor, as
the case may be, payment of interest may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the register of
the Company.
This Senior Note is one of a duly authorized issue of
Securities of the Company, designated 7% Senior Notes due 2011 (the "7% SENIOR
NOTES"), limited in aggregate principal amount at any time outstanding to
_____________ DOLLARS ($ _____________) which may be issued under the Third
Supplemental Indenture. Reference is hereby made to the Indenture, the Third
Supplemental Indenture and all other indentures supplemental thereto for a
statement of the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Guarantor, the Trustee and the
Holders of the 7% Senior Notes, and the terms upon which the 7% Senior Notes
are, and are to be, authenticated and delivered. All terms used in this Senior
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
The 7% Senior Notes do not have the benefit of any sinking
fund obligations and shall not be repayable at the option of the Holder prior to
maturity.
The 7% Senior Notes may be redeemed at the Company's option,
in whole or in part, at any time on at least 30 days', but not more than 60
days', prior written notice mailed to the registered holders of the 7% Senior
Notes, at a price equal to the greater of (a) 100% of the principal amount of
the 7% Senior Notes being redeemed and (b) the sum of the present values of the
principal amount of the 7% Senior Notes to be redeemed and the remaining
scheduled payments of interest on the 7% Senior Notes from the redemption date
to December 1, 2011, discounted from their respective scheduled payment dates to
the redemption date semi-annually (assuming a 360-day year consisting of twelve
30-day months) at a discount rate equal to the equivalent yield to maturity of a
comparable treasury security plus 35 basis points, plus accrued interest on the
7% Senior Notes to the redemption date.
If an Event of Default with respect to the 7% Senior Notes
shall occur and be continuing, the principal of all the 7% Senior Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company (and the Guarantor) under this
Senior Note and (b) certain restrictive covenants and the related defaults and
Events of Default with respect to the 7% Senior Notes applicable to the Company
and the Guarantor, in each case, upon compliance by the Company and the
Guarantor with certain conditions set forth in the Indenture, which provisions
apply to this Senior Note.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantor and the rights of the Holders of
the 7% Senior Notes under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the 7% Senior Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the 7% Senior Notes at the time
outstanding, on behalf of the Holders of all 7% Senior Notes, to waive
compliance by the Company and the Guarantor 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 Senior Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Senior Note and
of any 7% Senior Notes issued upon the registration of transfer thereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Senior Note.
No reference herein to the Indenture and provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Company and the Guarantor, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Senior Note at the
times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations on transfer of this Senior Note by DTC or its nominee, the transfer
of this Senior Note is registrable by the Registrar, upon surrender of this
Senior Note for registration of transfer at the office or agency of the Company
or the Guarantor, as the case may be, in Milwaukee, Wisconsin and the Borough of
Manhattan, The City of New York, New York, duly endorsed by, or accompanied by
the written instrument of transfer attached hereto duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
7% Senior Notes, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.
The 7% Senior Notes are issuable only in fully registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the 7% Senior Notes are exchangeable for a like aggregate principal amount of 7%
Senior Notes of different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange of 7% Senior Notes, but the Company and the Guarantor 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 Senior Note for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the person in whose name this
Senior Note is registered as the owner hereof for all purposes, whether or not
this Senior Note be overdue, and none of the Company, the Guarantor, the Trustee
or any such agent shall be affected by notice to the contrary.
Interest on this Senior Note shall be computed on the basis of
a 360-day year of twelve 30-day months.
The Company shall furnish to any Holder of record of 7% Senior
Notes, upon written request and without charge, a copy of the Indenture.
The Indenture and this Senior Note each shall be governed by
and construed in accordance with the laws of the State of Wisconsin without
regard to principles of conflicts of law.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Senior Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, ALLIANT ENERGY RESOURCES, INC. has caused
this 7% Senior Note to be signed in its corporate name by the facsimile
signature of two of its officers thereonto duly authorized and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted or otherwise
reproduced hereon.
ALLIANT ENERGY RESOURCES, INC.
ATTEST:
By: _________________________ By: ______________________________
Name: Name:
Title: Title:
FOR VALUE RECEIVED, the Guarantor, hereby unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed
the due and punctual payment of the principal, of premium, if any, or interest
on said Security, when and as the same shall be become due and payable, whether
at maturity, upon redemption or otherwise, according to the terms thereof and of
the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day
prior to the date upon which a payment of principal, of premium, if any, or
interest on said Security is due and payable, whether the Company has available
the funds to make such payment as the same shall become due and payable. In case
of the failure of the Company punctually to pay any such principal, premium, if
any, or interest, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at
maturity, upon redemption or otherwise, and as if such payment were made by the
Company.
The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrevocable and absolute, irrespective of the validity,
regularity or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder
of said Security against the Company in respect to any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not, without the consent of the Holders of all of the
Securities then outstanding, be entitled to enforce or to receive any payments
arising out of or based upon such right of subrogation until the principal of
and premium, if any, and interest on all Securities shall have been paid in full
or payment thereof shall have been provided for in accordance with said
Indenture.
Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Company on the Securities
to the Holders of
the Securities it is determined by a final decision of a court of competent
jurisdiction that such payment shall be avoided by a trustee in bankruptcy
(including any debtor-in-possession) as a preference under 11 U.S.C. Section 547
and such payment is paid by such Holder to such trustee in bankruptcy, then and
to the extent of such repayment the obligations of the Guarantor hereunder shall
remain in full force and effect.
This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until a certificate of authentication on such
Security shall have been signed by the Trustee (or the authenticating agent).
This Guarantee shall be governed by the laws of the State of
Wisconsin.
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IN WITNESS WHEREOF, ALLIANT ENERGY CORPORATION has caused this
Guarantee to be signed in its corporate name by the signature of two of its
officers thereunto duly authorized and has caused its corporate seal to be
affixed hereto or imprinted or otherwise reproduced hereon.
ALLIANT ENERGY CORPORATION,
as Guarantor
ATTEST:
By: _________________________ By: ______________________________
Name: Name:
Title: Title:
TRUSTEE CERTIFICATE OF AUTHENTICATION
This is one of the 7% Senior Notes described in the
within-named Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: ______________________________
Name:
Title: