Execution Copy
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 4, 1999
ALLIANT ENERGY RESOURCES, INC.,
Company,
ALLIANT ENERGY CORPORATION,
As Guarantor
and
FIRSTAR BANK, N.A.,
as Trustee
First Supplemental Indenture to the
Indenture
dated as of November 4, 1999
FIRST SUPPLEMENTAL INDENTURE, dated as of November 4, 1999 (the
"Supplemental Indenture"), among ALLIANT ENERGY RESOURCES, INC., a Wisconsin
corporation (the "Company"), ALLIANT ENERGY CORPORATION, a Wisconsin
corporation, as guarantor (the "Guarantor"), and FIRSTAR BANK, N.A., as Trustee
(the "Trustee").
RECITALS OF THE COMPANY AND THE GUARANTOR
The Company and the Guarantor have heretofore executed and delivered
to the Trustee an Indenture, dated as of November 4, 1999 (as supplemented and
amended from time to time, the "Indenture"), providing for the issuance from
time to time of the Company's unsecured unsubordinated debentures, notes or
other evidences of indebtedness (the "Securities"), to be issued in one or more
series as provided in the Indenture.
It is provided in Section 2.02 of the Indenture that the Company, the
Guarantor and the Trustee may enter into indentures supplemental thereto to
establish the form or terms of Securities of any series.
The Company and the Guarantor desire to supplement and amend the
Indenture to allow for the issuance of Securities to be initially sold within
the United States to U.S. Persons that are Qualified Institutional Buyers and
Institutional Accredited Investors and issued in the form of one or more
Restricted Global Securities deposited with the Trustee, as custodian for the
Depositary, and registered in the name of a nominee of the Depositary, and
Restricted Physical Securities.
The Company and the Guarantor desire to set forth the terms and form
of a new series of Restricted Securities to be known as the Company's 7 3/8%
Senior Notes Due 2009, in an aggregate principal amount of TWO HUNDRED AND FIFTY
MILLION DOLLARS ($250,000,000) (the "7 3/8% Senior Notes" or the "Senior Notes")
and guaranteed by the Guarantor.
The 7 3/8% Senior Notes and the certificate of authentication to be
borne by the 7 3/8% Senior Notes are to be substantially in the form set forth
in Exhibit A hereto.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the 7
3/8% Senior Notes by the Holders (as defined herein) thereof, it is mutually
covenanted and
agreed as follows for the equal and ratable benefit of the Holders of the 7 3/8%
Senior Notes:
ARTICLE 1.
AMENDMENTS
Section 1.01. Article 1 of the Indenture shall be amended by inserting
in Section 1.01 the following new terms with the following definitions in the
appropriate alphabetic positions:
"Additional Interest" has the meaning set forth in Section 2.06 of the
Supplemental Indenture.
"Closing Time" means, with respect to the 7 3/8% Senior Notes,
November 9, 1999, the date of initial issuance of the Securities issued
hereunder.
"Comparable Treasury Issue" has the meaning set forth in Section 2.07
of the Supplemental Indenture.
"Comparable Treasury Price" has the meaning set forth in Section 2.07
of the Supplemental Indenture.
"Depositary" means The Depositary Trust Company of New York City.
"Event Date" has the meaning set forth in Section 2.06 of the
Supplemental Indenture.
"Exchange Certificate" means a certificate substantially in the form
of Exhibit C hereto, as such form may be revised or modified with respect to any
series of Securities by a Board Resolution or indenture supplemental hereto
creating such series.
"Exchange Securities" means Securities that are issued and exchanged
for any series of Restricted Securities in accordance with an Exchange Offer, as
provided for in a registration rights agreement related to such series and this
Indenture, containing substantially identical terms as such series of Restricted
Securities, except that (i) such Exchange Securities shall not contain terms
with respect to transfer restrictions and shall be issued in a transaction
registered under the Securities Act and (ii) certain provisions relating to an
increase in the stated rate of interest thereon shall be eliminated.
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"Exchange Offer" means an offer by the Company to Holders of any
series of Restricted Securities to exchange all of such Restricted Securities
for Exchange Securities, as provided for in a related registration rights
agreement.
"Exchange Offer Registration Statement" means an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, all
exhibits thereto and all documents incorporated by reference therein.
"IAI Letter" means a Letter for Institutional Accredited Investors
which must be signed by each such investor attached hereto as Exhibit D.
"Independent Investment Banker" has the meaning set forth in Section
2.07 of the Supplemental Indenture.
"Institutional Accredited Investor" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3), and (7) of the
Regulation D under the Securities Act.
"Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as such term is defined in Rule 144A.
"Reference Treasury Dealer" has the meaning set forth in Section 2.07
of the Supplemental Indenture.
"Reference Treasury Dealer Quotation" has the meaning set forth in
Section 2.07 of the Supplemental Indenture.
"Registration Default" has the meaning set forth in Section 2.06 of
the Supplemental Indenture.
"Registration Rights Agreement" means, with respect to the 7 3/8%
Senior Notes, the Registration Rights Agreement dated as of November 9, 1999,
among the Company, the Guarantor and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., ABN Amro Incorporated and Barclays Capital Inc., as initial
purchasers.
"Restricted Global Security" means any Restricted Security that is a
Global Security.
"Restricted Physical Security" means any Restricted Security in
permanent certificated form.
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"Restricted Security" means any Security issued pursuant to an
exemption from the Securities Act and bearing a Restrictive Legend.
"Restrictive Legend" has the meaning set forth in Section 2.19 of the
Indenture.
"Rule 144A" means Rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" means, with respect to any series of
Restricted Securities, the Shelf Registration Statement specified in the
registration rights agreement related to such series.
"Supplemental Indenture" means the First Supplemental Indenture dated
as of November 9, 1999 among the Company, the Guarantor and the Trustee.
"Transfer Certificate" means a certificate substantially in the form
of Exhibit B hereto and to be attached as Annex A to the Form of 7 3/8% Senior
Notes, as such form may be varied or modified with respect to any series of
Securities by a Board Resolution or indenture supplemental hereto.
"Treasury Yield" has the meaning set forth in Section 2.07 of the
Supplemental Indenture.
"7 3/8% Senior Notes" has the meaning set forth in Section 2.01 of the
Supplemental Indenture.
Section 1.02. Article 2 of the Indenture shall be amended by adding to
the end of Section 2.15 the following:
"Securities offered and sold in reliance on Rule 144A under
the Securities Act may be issued in the form of one or more permanent
Global Securities in substantially the form set forth in Exhibit A and
containing the legend set forth in Section 2.19 (each, a "Restricted
Global Security"), deposited with the Depositary or with the Trustee,
as custodian for the Depositary or its nominee, duly executed by the
Company and authenticated by the Trustee as herein provided. The
aggregate principal amount of a Restricted Global Security may from
time to time be increased or decreased by adjustments made on the
records of the Depositary or the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.
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Restricted Securities issued to Institutional Accredited
Investors and pursuant to Sections 2.08 and 2.20 in exchange for or
upon transfer of beneficial interests in a Restricted Global Security
may be in the form of Restricted Physical Securities containing the
Restrictive Legend as set forth in Section 2.19 (a "Restricted
Physical Security") until such time as the conditions set forth in
Section 2.19 are satisfied, in substantially the form set forth in
Exhibit A, as provided in Section 2.20.
Exchange Securities shall be issued in substantially the
form set forth in Exhibit A, but without any Restrictive Legend."
Section 1.03. Article 2 of the Indenture shall be amended by adding to
the end of such Article the following:
"Section 2.19. RESTRICTIVE LEGENDS. Unless and until (i) a
Restricted Security is sold pursuant to an effective Shelf
Registration Statement or (ii) a Restricted Security is exchanged for
an Exchange Security in an Exchange Offer pursuant to an effective
Exchange Offer Registration Statement, in each case pursuant to an
applicable registration rights agreement, each Restricted Global
Security and Restricted Physical Security shall bear the following
legend set forth below (the "Restrictive Legend") on the face thereof:
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
("RULE 144A") UNDER THE SECURITIES ACT) OR (B) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPHS (A)(1), (2), (3), OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS NOTE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH INSTITUTIONAL ACCREDITED
INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR
FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
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VIOLATION OF THE SECURITIES ACT, (2) AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE
WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST
DATE ON WHICH ALLIANT ENERGY RESOURCES, INC. OR ANY
"AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF ALLIANT ENERGY RESOURCES, INC. WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
"RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO ALLIANT
ENERGY RESOURCES, INC., (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH
CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS
(a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT SUBJECT IN EACH OF THE FOREGOING CASES OF ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR
THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED
THAT ALLIANT ENERGY RESOURCES, INC. AND THE TRUSTEE SHALL
HAVE THE RIGHT PRIOR TO ANY SUCH
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OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
(II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE
IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE
REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATION OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO ALLIANT
ENERGY RESOURCES, INC. AND THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
Section 1.04. Article 2 of the Indenture shall be amended by adding
the following to the end of Section 2.08:
"Any Physical Security delivered in exchange for an interest
in the Global Security pursuant to this Section shall bear the
Restrictive Legend unless such exchange is made on or after (i) a
Restricted Security is exchanged for an Exchange Security in an
Exchange Offer under an effective Exchange Offer Registration
Statement, (ii) a Restricted Security is sold under an effective Shelf
Registration Statement or (iii) two years after the later of the
original issue date of a Restricted Security and the last date on
which the Company or any affiliate of the Company was the owner of
such Restricted Security (the "Resale Restriction Termination Date")
and except as otherwise provided in Section 2.20."
Section 1.05. Article 2 of the Indenture shall be amended by adding
the following to the end of such Article:
"Section 2.20. TRANSFER PROVISIONS. Unless and until (i) a
Restricted Security is exchanged for an Exchange Security in an
Exchange Offer under an effective Exchange Offer Registration
Statement or (ii) a Restricted Security is sold pursuant to an
effective Shelf Registration Statement, the following provisions shall
apply:
(a) The provisions of this Section 2.20 shall apply to all
transfers involving any Restricted Physical Security and any
beneficial interest in any Restricted Global Security.
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(b) As used in this Section 2.20 only, "delivery" of a
certificate by a transferee or transferor means the delivery to the
Registrar by such transferee or transferor of the applicable
certificate duly completed; "holding" includes both possession of a
Physical Security and ownership of a beneficial interest in a Global
Security, as the context requires; "transferring" a Global Security
means transferring that portion of the principal amount of the
transferor's beneficial interest therein that the transferor has
notified the Registrar that it has agreed to transfer; and
"transferring" a Physical Security means transferring that portion of
the principal amount thereof that the transferor has notified the
Registrar that it has agreed to transfer.
As used in this Indenture, "Non-Registration Opinion and
Supporting Evidence" means a written Opinion of Counsel reasonably
acceptable to the Company to the effect that, and such other
certification or information as the Company may reasonably require to
confirm that, the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
(c) An Exchange Certificate, if not actually delivered,
shall be deemed delivered if (i) (A) the transferor advises the
Company and the Trustee in writing that the relevant offer and sale
were made in accordance with the provisions of Rule 144A or to an
Institutional Accredited Investor that is acquiring the Security for
its own account or for the account of such an Institutional Accredited
Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the
Securities Act (or, in the case of a transfer of a Restricted Physical
Security, the transferor checks the box provided on such Security to
that effect) and (B) the transferee advises the Company and the
Trustee in writing that (x) it and, if applicable, each account for
which it is acting in connection with the relevant transfer, is a
"Qualified Institutional Buyer," or an "Institutional Accredited
Investor," (y) it is aware that the transfer of Restricted Securities
to it is being made in reliance on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A and
Regulation D and (z) prior to the proposed date of transfer it has
been given the opportunity to obtain from the Company the information
referred to in Rule 144A(d)(4), and has either declined such
opportunity or has received such information (or, in the case of a
transfer of a Restricted Physical Security, the transferee signs the
certification provided on the such Security to that effect); or (ii)
the transferor holds the Restricted Global Security and is
transferring to a transferee that shall take delivery in the form of
the Restricted Global Security.
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(d) If the proposed transferor holds:
(1) a Restricted Physical Security which is
surrendered to the Registrar, and the proposed transferee or
transferor, as applicable:
(A) delivers (or is deemed to have
delivered pursuant to clause (c) above) an
Exchange Certificate and the proposed transferee
requests delivery in the form of a Restricted
Physical Security, then the Registrar shall (x)
register such transfer in the name of such
transferee and record the date thereof in its
books and records, (y) cancel such surrendered
Restricted Physical Security and (z) deliver a new
Restricted Physical Security to such transferee
duly registered in the name of such transferee in
principal amount equal to the principal amount
being transferred of such surrendered Restricted
Physical Security; or
(B) delivers (or is deemed to have
delivered pursuant to clause (c) above) an
Exchange Certificate and the proposed transferee
is or is acting through a participant with the
Depositary and requests that the proposed
transferee receive a beneficial interest in the
Restricted Global Security, then the Registrar
shall (x) cancel such surrendered Restricted
Physical Security, (y) record an increase in the
principal amount of the Global Security equal to
the principal amount being transferred of such
surrendered Restricted Physical Security and (z)
notify the Depositary in accordance with the
procedures of the Depositary that it has effected
such transfer.
In any of the cases described in this Section
2.20(d)(1), the Registrar shall deliver to the transferor a
new Restricted Physical Security in principal amount equal
to the principal amount not being transferred of such
surrendered Restricted Physical Security, as applicable.
(2) a beneficial interest in a Restricted Global
Security, and the proposed transferee or transferor, as
applicable:
(A) delivers (or is deemed to have
delivered pursuant to clause (c) above) an
Exchange Certificate and the proposed transferee
requests delivery in the form of a Restricted
Physical Security, then the Registrar shall (w)
register such transfer in the name of such
transferee and record the date thereof in its
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books and records, (x) record a decrease in the
principal amount of the Restricted Global Security
in an amount equal to the beneficial interest
therein being transferred, (y) deliver a new
Restricted Physical Security to such transferee
duly registered in the name of such transferee in
principal amount equal to the amount of such
decrease and (z) notify the Depositary in
accordance with the procedures of the Depositary
that it has effected such transfer; or
(B) delivers (or is deemed to have
delivered pursuant to clause (c) above) an
Exchange Certificate and the proposed transferee
is or is acting through a participant with the
Depositary and requests that the proposed
transferee receive a beneficial interest in the
Restricted Global Security, then the transfer
shall be effected in accordance with the
procedures of the Depositary therefor.
(e) In any case in which the Registrar is required
to deliver a Restricted Physical Security to a transferee or
transferor, the Company shall execute, the Guarantor shall
guarantee and the Trustee shall authenticate and make
available for delivery, such Restricted Physical Security.
(f) Any transferee entitled to receive a
Restricted Physical Security may request that the principal
amount thereof be evidenced by one or more Restricted
Physical Securities in any authorized denomination or
denominations and the Registrar shall comply with such
request if all other transfer restrictions are satisfied.
(g) The Registrar shall effect and record, upon
receipt of a written request from the Company or the
Guarantor so to do, a transfer not otherwise permitted by
Section 2.20(d), such recording to be done in accordance
with the otherwise applicable provisions of Section 2.20(d),
upon the furnishing by the proposed transferor or transferee
of a Non-Registration Opinion and Supporting Evidence.
(h) By its acceptance of any Security bearing the
Restrictive Legend, each Holder of such Security
acknowledges the restrictions on transfer of such Security
set forth in this Indenture and in the Restrictive Legend
and agrees that it shall transfer such Security only as
provided in this Indenture. The Registrar shall not register
a transfer of any Security unless such transfer complies
with the restrictions with respect thereto set forth in this
Indenture. The Registrar shall not be required to determine
(but may rely upon a determination made by the
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Company) the sufficiency of any such certifications, legal
opinions or other information.
(i) Upon the transfer, exchange or replacement of
Securities not bearing the Restrictive Legend, the Registrar
shall deliver Securities that do not bear the Restrictive
Legend. Upon the transfer, exchange or replacement of
Securities bearing the Restrictive Legend, the Registrar
shall deliver only Securities that bear the Restrictive
Legend unless (i) the requested transfer is at least two
years after the original issue date of the Restricted
Security (with respect to any Restricted Physical Security),
(ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the
related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities
Act or (iii) such Securities are exchanged for Exchange
Securities pursuant to an Exchange Offer.
Section 2.21. CUSIP NUMBERS. The Company may use
"CUSIP" numbers (if then generally in use) in issuing the
Securities and, if so, the Trustee shall use "CUSIP" numbers
in notices to Holders as a convenience to Holders; provided
that any such notice may state that no representation is
made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice and that
reliance may be placed only on the other identification
numbers printed on the Securities. The Company shall
promptly notify the Trustee of any change in the CUSIP
numbers."
Section 1.06. Article 4 of the Indenture shall be amended by adding
the following paragraph immediately following the paragraph contained in Section
4.06:
"The Company will take all actions necessary to permit
resales of any Securities issued pursuant to Rule 144A and Regulation
D of the Securities Act including, without limitation, furnishing upon
request of a Holder of such Security to such Holder and a prospective
purchaser designated by such Holder financial and other information of
the Company required to be delivered under Rule 144A(d)(4) of the
Securities Act if at the time of such request the Company is not a
reporting company under Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended."
Section 1.07 The Indenture shall be amended by adding an exhibit
titled "Exhibit A." Exhibit A shall be the form of 7 3/8% Senior Note and the
related guarantee attached as Exhibit A hereto.
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Section 1.08. The Indenture shall be amended by adding an exhibit
titled "Exhibit B" immediately following Exhibit A of the Indenture. Exhibit B
shall be the form of Transfer Certificate attached as Exhibit B hereto.
Section 1.09. The Indenture shall be amended by adding an exhibit
titled "Exhibit C" immediately following Exhibit B of the Indenture. Exhibit C
shall be the form of Exchange Certificate attached as Exhibit C hereto.
Section 1.10. The Indenture shall be amended by adding an exhibit
titled "Exhibit D" immediately following Exhibit C of the Indenture. Exhibit D
shall be in the Form of IAI Letter attached as Exhibit D hereto.
ARTICLE 2.
PROVISIONS FOR THE 7 3/8% SENIOR NOTES
Section 2.01. There shall be a series of Securities entitled "7 3/8%
Senior Notes Due 2009" (herein designated the "7 3/8% Senior Notes"). The form
of the 7 3/8% Senior Notes, the Guarantees issued by the Guarantor and the
Trustee's certificate of authentication to be borne thereby shall be
substantially in the forms set forth in Exhibit A hereto and 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 and this Supplemental Indenture, including, but not limited to, the
provisions of the Indenture with respect to the transfer, exchange and
replacement thereof. The aggregate principal amount of the 7 3/8% Senior Notes
that may be executed by the Company and authenticated by the Trustee hereunder
shall be limited to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000); provided,
however, any exchanges or replacements of the Senior Notes made pursuant to the
Indenture and the Supplemental Indenture following the original issuance
thereof, .shall not be counted against this limit.
Section 2.02. In accordance with the terms and conditions of the
Indenture, the Company may issue and sell the 7 3/8% Senior Notes inside the
United States without registration under the Securities Act in reliance on Rule
144A and Regulation D thereunder.
Section 2.03. Except as provided below, the 7 3/8% Senior Notes shall
be represented initially in the form of a Restricted Global Security. Each
Restricted Global Security shall be registered in the name of a nominee of the
Depositary and deposited on behalf of the purchasers of the 7 3/8% Senior Notes
represented thereby with a custodian
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for the Depositary for credit to the respective accounts of the purchasers (or
to such other accounts as they may direct). Except as set forth below, each
Restricted Global Security shall be in the form of the 7 3/8% Senior Notes
attached hereto is Exhibit A and may be transferred, in whole and not in part,
only to another nominee of the Depositary or to a successor of the Depositary or
its nominee.
Notwithstanding the above, Senior Notes sold to Institutional
Accredited Investors who are not Qualified Institutional Buyers shall be issued
in certificated, fully registered form (a "Restricted Physical Security"). A
Restricted Physical Security shall be subject to restrictions on transfer in
accordance with the IAI Letter that such investor shall be required to sign, a
form of which is attached hereto as Exhibit D.
Section 2.04. (a) Each Restricted Global Security, or any 7 3/8%
Senior Notes that may be issued in exchange for an interest in a Restricted
Global Security, shall be dated as provided in Section 2.03 of the Indenture,
shall mature on November 9, 2009 and shall bear interest at the rate of 7 3/8%
per annum from November 9, 1999, payable semiannually on May 9 and November 9 in
each year, commencing with May 9, 2000, until payment of the principal amount
shall have been made or duly provided for. The record dates with respect to the
interest payment dates for the 7 3/8% Senior Notes shall be May 1 and November 1
(whether or not a business day), respectively. The holder of record of 7 3/8%
Senior Notes on any record date for the payment of interest shall be entitled to
receive the interest payable on such interest payment date.
(b) Both principal of and interest on the 7 3/8% Senior Notes shall be
payable at the office of the Paying Agent in the Milwaukee, Wisconsin and the
Borough of Manhattan, The City of New York, New York or at any other office
maintained by the Company or the Guarantor, as the case may be, for such
purpose; provided that interest may be payable, at the option of the Company or
the Guarantor, as the case may be, by check mailed to the registered address of
the person entitled thereto as such address shall appear on the registry books
of the Company. On each interest payment date the Trustee shall pay to the
registered holder interest accrued in respect of such 7 3/8% Senior Notes.
Payment of principal on 7 3/8% Senior Notes shall be paid to the registered
holder or upon his order only upon presentation and surrender for payment of
such 7 3/8% Senior Notes on or after the payment date at the offices 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 or at any other office of
the Company or the Guarantor, as the case may be, maintained for such purpose.
(c) The 7 3/8% Senior Notes shall not be convertible into or
exchangeable for equity securities of the Company or the Guarantor.
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(d) The 7 3/8% Senior Notes shall not be subject to any sinking fund.
(e) The 7 3/8% Senior Notes shall not be included for listing on any
national securities exchange.
(f) The Trustee, at its Corporate Trust Office located at 1555 North
RiverCenter Drive, Suite 301, Milwaukee, Wisconsin 53212, shall initially act as
Paying Agent for the Senior Notes.
Section 2.05. (a) So long as a nominee of the Depositary is the
registered owner of any Restricted Global Security, such nominee shall be
considered the sole owner and holder of the 7 3/8% Senior Notes represented by
such Restricted Global Security under the Indenture, as supplemented and amended
hereby. Except as herein provided, owners of beneficial interests in any
Restricted Global Security shall not be entitled to have 7 3/8% Senior Notes
represented by the such Restricted Global Security registered in their names,
shall not receive or be entitled to receive physical delivery of 7 3/8% Senior
Notes in certificated form and shall not be considered the owners or holders
thereof under the Indenture.
(b) None of the Company, the Guarantor or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any Restricted
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
Section 2.06. In the event that either (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 135th
calendar day following the Closing Time, (b) the Exchange Offer Registration
Statement has not been declared effective on or prior to the 180th calendar day
following the Closing Time, (c) the Exchange Offer is not consummated on or
prior to the 45th calendar day following the effective date of the Exchange
Offer Registration Statement or (d) if required, the Shelf Registration
Statement is not declared effective on or prior to the 210th calendar day
following the Closing Time (each such event referred to in clauses (a) through
(d) above, a "Registration Default"), the interest rate borne by the Senior
Notes shall be increased ("Additional Interest") by one-quarter of one percent
(0.25%) per annum upon the occurrence of a Registration Default, which rate will
increase by one-quarter of one percent (0.25%) each 90-day period that such
Additional Interest continues to accrue under any such circumstance, provided
that the maximum aggregate increase in the interest rate will in no event exceed
one-half of one percent (0.5%) per annum. Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate
will revert to the original rate.
14
If the Shelf Registration Statement is unusable by the Holders for any
reason after the Shelf Registration Statement has been declared effective by the
Commission, and the aggregate number of days in any consecutive twelve-month
period for which the Shelf Registration Statement shall not be usable exceeds 30
days in the aggregate, then the interest rate borne by the Senior Notes will be
increased by one-quarter of one percent (0.25%) per annum of the principal
amount of the Senior Notes for the first 90-day period (or portion thereof)
beginning on the 31st day following the date that such Shelf Registration
Statement ceases to be usable, which rate shall be increased by an additional
one-quarter of one percent (0.25%) per annum of the principal amount of the
Senior Notes at the beginning of the subsequent 90-day period, provided that the
maximum aggregate increase in the interest rate will in no event exceed one-half
of one percent (0.50%) per annum. Any amounts payable under this paragraph shall
also be deemed "Additional Interest" for purposes of the Indenture and the
Registration Rights Agreement. Upon the Shelf Registration Statement once again
becoming usable, the interest rate borne by the Senior Notes will be reduced to
the original interest rate if the Company and the Guarantor are otherwise in
compliance with this the Indenture and the Registration Rights Agreement at such
time. Additional Interest shall be computed based on the actual number of days
elapsed in each 90-day period in which the Shelf Registration Statement is
unusable.
The Company and the Guarantor shall notify the Trustee within three
business days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Additional
Interest shall be paid by depositing with the Trustee, in trust, for the benefit
of the Holders of the Senior Notes, on or before the applicable semiannual
interest payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each interest payment date to the record Holder of the Senior Notes entitled to
receive the interest payment to be paid on such date as set forth in the
Indenture. Each obligation to pay Additional Interest shall be deemed to accrue
from and including the day following the applicable Event Date.
Section 2.07. The Senior Notes will be redeemable 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 Senior
Notes, at a price equal to the greater of (i) 100% of the principal amount of
the Senior Notes being redeemed and (ii) the sum of the present values of the
principal amount of the Senior Notes to be redeemed and the remaining scheduled
payments of interest on the Senior Notes from the redemption date to November 9,
2009 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 Treasury Yield plus 20 basis
15
points, plus accrued interest on the Senior Notes to the redemption date.
"Treasury Yield" means, with respect to any redemption date, the
annual rate equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Senior Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Senior Notes.
"Comparable Treasury Price" means, with respect to any date of
redemption, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding the redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on the business day in question, the
Reference Treasury Dealer Quotation for the redemption date.
"Independent Investment Banker" means an independent investment
banking institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and redemption date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Company by the Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding the redemption date).
"Reference Treasury Dealer" means a primary United States government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.
16
ARTICLE 3.
MISCELLANEOUS
Section 3.01. Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Indenture.
Section 3.02. Except as supplemented and amended hereby, the Indenture
is in all respects ratified and confirmed, and all of the terms, provisions and
conditions thereof shall be and remain in full force and effect, and this
Supplemental Indenture and all its provisions shall be deemed a part thereof.
Section 3.03. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 3.04. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with any other provision hereof or of the Indenture which
provision is required to be included in the Indenture by any of the provisions
of the Trust Indenture Act, such required provision shall control.
Section 3.05. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD
TO THE CONFLICTS OF LAWS AND RULES OF SAID STATE.
Section 3.06. This Supplemental Indenture has been simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument. Delivery by telecopier of an executed signature page hereto
shall be effective as delivery of a manually executed counterpart hereof.
Section 3.07. This Supplemental Indenture shall be deemed to have been
executed on the date of the acknowledgment thereof by the officer of the Trustee
who signed it on behalf of the Trustee.
17
IN WITNESS WHEREOF, the Company, the Guarantor and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective corporate seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
ALLIANT ENERGY RESOURCES, INC.
ATTEST:
By:/s/ Enrique Bacalao By:Edward M. Gleason
---------------------------------- -----------------------------------
Name: Enrique Bacalao Name: Edward M. Gleason
Title: Assistant Secretary Title: Vice President - Treasurer
and Corporate Secretary
ALLIANT ENERGY CORPORATION,
ATTEST: as Guarantor
By: /s/ Enrique Bacalao By:Edward M. Gleason
---------------------------------- -----------------------------------
Name: Enrique Bacalao Name: Edward M. Gleason
Title: Assistant Secretary Title: Vice President - Treasurer
and Corporate Secretary
FIRSTAR BANK, N.A.,
as Trustee
By: /s/ Pamela Warner
-----------------------------------
Name: Pamela Warner
Title: Assistant Vice President
Attested by /s/ Yvonne Siira
Yvonne Siira
Assistant Secretary
18
EXHIBIT A
[Form of Senior Notes]
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 and transfers of portions of this Global Security shall
be limited to transfers made in accordance with the restrictions set forth in
Section 2.20 of the Indenture referred to in this Global Security.
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" ("QIB") (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPHS (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT (2) AGREES NOT TO OFFER, SELL OR OTHERWISE
TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH ALLIANT
ENERGY RESOURCES, INC. OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE
SECURITIES ACT) OF ALLIANT ENERGY RESOURCES,
INC. WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
RESTRICTION TERMINATION DATE") EXCEPT (A) TO ALLIANT ENERGY RESOURCES, INC., (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO
AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPHS
(a)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT SUBJECT IN EACH OF THE FOREGOING CASES OF ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH
INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT ALLIANT ENERGY
RESOURCES, INC. AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A
GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE
THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO ALLIANT ENERGY RESOURCES,
INC. AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.
2
ALLIANT ENERGY RESOURCES, INC.
7 3/8% SENIOR NOTES DUE 2009
CUSIP No. 018803AA4
$250,000,000
Global Note
Alliant Energy Resources, Inc., a corporation duly organized and
existing under the laws of the State of Wisconsin (the "Company," which term
includes any successor person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of TWO HUNDRED FIFTY MILLION DOLLARS ($ 250,000,000) on November
9, 2009, 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 9, 1999, or from the most recent interest
payment date on which interest has been paid or duly provided for, semi-annually
in arrears on May 9 and November 9 in each year, commencing May 9, 2000, at the
rate of 7 3/8% 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 1 or November 1 (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 and as supplemented and amended from time to time, the "Indenture"),
among the Company,
3
Alliant Energy Corporation (the "Guarantor"), and 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 minimum denominations of $1,000 and increments of $1,000 in
excess thereof.
The statements set forth in the restrictive legend above are an
integral part of the terms of this Senior Note and by acceptance hereof each
holder of this Senior Note agrees to be subject to and bound by the terms and
provisions set forth in such legend.
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 3/8% Senior Notes due 2009 (the "7 3/8% Senior Notes"
or the "Senior Notes"), limited in aggregate principal amount at any time
outstanding to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) which may be
issued under the First Supplemental Indenture. Reference is hereby made to the
Indenture, the First Supplemental Indenture and all 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 Senior Notes, and the terms upon which the 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 Holder of this Senior Note is entitled to the benefits of the
Registration Rights Agreement, dated as of November 9, 1999 (the "Registration
Rights
4
Agreement"), among the Company, the Guarantor and the initial purchasers named
therein (the "Initial Purchasers"). In the event that (i) the Company and the
Guarantor fails to file an Exchange Offer Registration Statement with respect to
the Senior Notes with the Securities and Exchange Commission (the "Commission")
on or prior to the 135th calendar day following the Closing Time, (ii) the
Commission does not declare such Exchange Offer Registration Statement effective
on or prior to the 180th calendar day following the Closing Time, (iii) the
Exchange Offer is not consummated on or prior to the 45th calendar day following
the effective date of the Exchange Offer Registration Statement or (iv) if
required, a Shelf Registration Statement with respect to the Senior Notes is not
declared effective by the Commission on or prior to the 210th calendar day
following the Closing Time (each, a "Registration Default"), the per annum
interest rate borne by the Senior Notes shall be increased by one-quarter of one
percent (0.25%) per annum for the first 90-day period following the Registration
Default. The interest rate borne by the Senior Notes will be increased by an
additional one-quarter of one percent (0.25%) per annum for the subsequent
90-day period (or portion thereof) during which any such Registration Default
continues up to a maximum aggregate increase in the annual interest rate of
one-half of one percent (0.50%) per annum. Following the cure of all
Registration Defaults, the interest rate borne by the Senior Notes shall be
reduced to the original interest rate borne by the Senior Notes. If the Shelf
Registration Statement is unusable by the Holders for any reason after the Shelf
Registration Statement has been declared effective by the Commission, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration is unusable exceeds 30 days in the aggregate, then the
interest rate borne by the Senior Notes will be increased by one-quarter of one
percent (0.25%) per annum of the principal amount of the Senior Notes for the
first 90-day period (or a portion thereof) beginning the 31st day following the
date that such Shelf Registration Statement ceases to be usable, which rate
shall be increased by an additional one-quarter of one percent (0.25%) per annum
of the principal amount of Senior Notes at the beginning of the subsequent
90-day period, provided that the maximum aggregate increase in the interest rate
will in no event exceed one-half of one percent (0.50%) per annum. All accrued
additional interest shall be paid to Holders by the Company in the same manner
and at the same time as interest is paid pursuant to the Indenture. All terms
used in this Senior Note that are defined in the Registration Rights Agreement
shall have the meanings assigned to them in the Registration Rights Agreement.
Each purchaser of Senior Notes, by its acquisition thereof, will be
deemed to have acknowledged, represented to and agreed with the Initial
Purchasers, the Company and the Guarantor as follows:
5
(1) Such purchaser understands and acknowledges that the
Senior Notes have not been registered under the Securities Act or any
other applicable securities laws, are being offered for resale in
transactions not requiring registration under the Securities Act or
any other securities laws including sales pursuant to Rule 144A under
the Securities Act, and may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of
the Securities Act or any other applicable securities law, or pursuant
to an exemption therefrom or in a transaction not subject thereto, and
in each case in compliance with the conditions for transfer set forth
in paragraph (4) below.
(2) Such purchaser is not an "affiliate" (as defined in Rule
144 under the Securities Act) of the Company and it is either:
(a) a QIB and is aware that any sale of Senior
Notes to it will be made in reliance on Rule 144A and such
acquisition will be for its own account or for the account
of another QIB with respect to which it exercises sole
investment discretion and to whom it has given notice that
the Senior Notes are being sold in reliance on Rule 144A; or
(b) an Institutional Accredited Investor and, if
the Senior Notes are to be purchased for one or more
accounts ("investor accounts") for which it is acting as
fiduciary or agent, each such investor account is an
Institutional Accredited Investor on a like basis; in the
normal course of its business, it invests in or purchases
securities similar to the Senior Notes and such purchaser
has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and
risks of purchasing any of the Senior Notes and it is aware
that it (or any such investor account) may be required to
bear the economic risk of an investment in the Senior Notes
for an indefinite period of time and it (or such investor
account) is able to bear such risk for an indefinite period
and such purchaser has agreed to deliver a letter
substantially in the form of Exhibit D to the First
Supplemental Indenture to the Company.
(3) Such purchaser acknowledges that none of the Company,
the Guarantor or the Initial Purchasers, or any person representing
the Company, the Guarantor or the Initial Purchasers, has made any
representation to it with respect to the Company, the Guarantor or the
offering or sale of any Senior Notes other than the information
contained in the Offering Memorandum, which has been delivered to it
and upon which such purchaser is relying in making its investment
decision with respect to the Senior Notes. Accordingly, such purchaser
acknowledges that no representation or warranty is made by the Initial
Purchasers
6
as to the accuracy or completeness of such materials. Such purchaser
has had access to such financial and other information concerning the
Company, the Guarantor and the Senior Notes (and the Guarantees) as it
has deemed necessary in connection with its decision to purchase any
of the Senior Notes, including an opportunity to ask questions of and
request information from the Initial Purchasers, the Company and the
Guarantor.
(4) Such purchaser is purchasing the Senior Notes for its
own account, or for one or more investor accounts for which it is
acting as a fiduciary or agent, in each case for investment, and not
with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act, subject to
any requirement of law that the disposition of its property or the
property of such investor account or accounts be at all times within
its or their control and subject to its or their ability to resell
such Senior Notes pursuant to Rule 144A or any exemption from
registration available under the Securities Act or pursuant to a
registration statement which has been declared effective under the
Securities Act. Such purchaser agrees on its own behalf and on behalf
of any investor account for which it is purchasing the Senior Notes,
and each subsequent holder of the Senior Notes by its acceptance
thereof will be deemed to agree, to offer, sell or otherwise transfer
the Senior Notes prior to (x) the date which is two years (or such
shorter period of time as permitted by Rule 144(k) under the
Securities Act) after the later of the date of original issue of the
Senior Notes and the last date on which the Company or any of its
"affiliates" (as defined in Rule 144 under the Securities Act) was the
owner of the Senior Notes (or any predecessor thereto) or (y) such
later date, if any, as may be required by applicable law (the "Resale
Restriction Termination Date"), only (a) to the Company, (b) pursuant
to a registration statement which has been declared effective under
the Securities Act, (c) for so long as the Senior Notes are eligible
for resale pursuant to Rule 144A to a person it reasonably believes is
a QIB that purchases for its own account or for the account of a QIB,
in each case to whom notice is given that the transfer is being made
in reliance on Rule 144A, (d) to an Institutional Accredited Investor
that is acquiring the Senior Notes for its own account or for the
account of such an Institutional Accredited Investor for investment
purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act or (e)
pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing
cases to any requirement of law that the disposition of its property
or the property of such investor account or accounts be at all times
within its or their control and to compliance with any applicable
state or other securities laws. If any resale or transfer of the
Senior Notes is proposed to be made pursuant to clause (d) above
7
prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of
Exhibit D to the First Supplemental Indenture to the Company and the
Trustee. The foregoing restrictions on resale will not apply
subsequent to the Resale Restriction Termination Date. Each purchaser
of Senior Notes acknowledges that the Company, the Guarantor and the
Trustee reserve the right prior to any offer, sale or other transfer
of Senior Notes prior to the Resale Restriction Termination Date
pursuant to clauses (d) or (e), above, to require the delivery of an
opinion of counsel, certifications and/or other information
satisfactory to them and the Trustee. Each purchaser of Senior Notes
acknowledges that each Senior Note will contain a legend substantially
in the form on the face of this Senior Note unless otherwise agreed by
the Company, the Guarantor and the Trustee.
(5) Such purchaser acknowledges that the Company, the
Guarantor, the Initial Purchasers, the Trustee and others will rely
upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements and agree that, if any of the
acknowledgments, representations, warranties and agreements deemed to
have been made by its purchase of the notes are no longer accurate, it
shall promptly notify the Initial Purchasers. If such purchaser is
acquiring any notes as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment discretion with
respect to each such account and it has full power to make the
foregoing acknowledgments, representations and agreements on behalf of
each such account and that each such investor account is eligible to
purchase the notes.
(6) Such purchaser acknowledges that the Trustee, the
transfer agent and the registrar will not be required to accept for
registration of transfer any notes acquired by it, except upon
presentation of evidence satisfactory to the Company and the Trustee
that the restrictions set forth above have been complied with.
(7) Such purchaser acknowledges that the foregoing
restrictions apply to holders of beneficial interests in the Senior
Notes, as well as the holders of the Senior Notes.
The 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 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 Senior Notes, at a price
equal to the greater of (a) 100% of the principal amount of the Senior Notes
being redeemed and (b) the sum of the
8
present values of the principal amount of the Senior Notes to be redeemed and
the remaining scheduled payments of interest on the Senior Notes from the
redemption date to November 9, 2009 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 20 basis points, plus
accrued interest on the Senior Notes to the redemption date.
If an Event of Default shall occur and be continuing, the principal of
all the 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 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 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 Senior Notes at the time outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Senior Notes at the time outstanding, on behalf of the Holders of all 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 Senior Note 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.
9
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
Senior Notes, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.
The 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 Senior Notes are exchangeable for a like aggregate principal amount of
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 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 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.
10
In Witness Whereof, Alliant Energy Resources, Inc. has caused this
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:
11
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
12
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.
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:
13
TRUSTEE CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes described in the within-named
Indenture.
FIRSTAR BANK, N.A.,
as Trustee
By:________________________________
Name:
Title:
14
EXHIBIT B
Annex A
[FORM OF TRANSFER CERTIFICATE]
Alliant Energy Resources, Inc. (the "Company")
Alliant Energy Corporation, as Guarantor (the "Guarantor")
Firstar Bank, N.A., as Trustee (the "Trustee")
Re: 7 3/8% Senior Notes Due 2009
Reference is hereby made to the Indenture, dated as of November 4,
1999 (as supplemented by the First Supplemental Indenture dated as of November
4, 1999, and as supplemented and amended from time to time, the "Indenture"),
between the Company, the Guarantor and the Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture. Other
terms shall have the meanings given to them in Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended (the "Securities Act").
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(Print or type name and address of transferee, including ZIP code)
------------------------------------------------------------
(Taxpayer Identification Number of transferee)
the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing ____________________ attorney-in-fact to transfer
said Senior Note on the books of the Company with full power of substitution in
the premises.
In connection with any transfer of this Senior Note occurring prior to
the date that is the earlier of the date of an effective Shelf Registration
Statement or the
Resale Restriction Termination Date, the undersigned confirms that without
utilizing any general solicitation or general advertising:
[Check One]
____ Such Senior Note is being transferred in accordance with (i)
the transfer restrictions set forth in the Indenture and the
Senior Notes (and such transfer is subject to the right of
the Company and the Trustee to require additional
information from the undersigned, including, without
limitation, an opinion of counsel) and (ii) Rule 144A under
the Securities Act to a transferee that the transferor
reasonably believes is purchasing the Senior Notes for its
own account or an account with respect to which the
transferee exercises sole investment discretion, and the
transferee and any such account is a "Qualified
Institutional Buyer" within the meaning of Rule 144A or an
Institutional Accredited Investor within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is
acquiring the Senior Note for its own account or for the
account of such an investor for investment purposes and not
with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act, and such
transferee is aware that the sale to it is being made in
reliance upon Rule 144A or Regulation D, as the case may be,
in each case in a transaction meeting the requirements of
Rule 144A or Regulation D, as the case may be, and in
accordance with any applicable securities laws of any state
of the United States or any other jurisdiction.
or
____ Such Senior Note is being transferred pursuant to an
exemption from registration under the Securities Act
provided by Rule 144 thereunder upon provision of an opinion
of counsel and such other evidence acceptable to the Company
that such offer, sale, pledge or transfer is in compliance
with the Securities Act and other applicable laws, in each
case in a form satisfactory to the Company.
or
____ Such Senior Note is being transferred in a transaction other
than in accordance with the above upon provision of a legal
opinion and
2
other evidence requested by the Company in form and
substance satisfactory to the Company, to the effect that
the proposed transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or other
Registrar shall not be obligated to register this Senior Note in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.20 of the Indenture
shall have been satisfied.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Initial Purchaser named in the Offering
Memorandum distributed by the Company and the Guarantor in connection with the
initial sale of the Senior Notes.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
[Insert Name of Transferor]
By:______________________________________
Name:
Title:
Dated: ____________________
(N.B.: The signature to this assignment must correspond with the name as written
upon the face of the within-mentioned instrument in every particular, without
alteration or any change whatsoever)
TO BE COMPLETED BY PURCHASER IF THE FIRST OPTION ABOVE IS CHECKED.
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such
3
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
The undersigned represents and warrants that it is purchasing this
Senior Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act or
an "institutional accredited investor" within the meaning of Rule 501 under the
Securities Act and to the extent the undersigned is a "qualified institutional
buyer," the undersigned acknowledges that it has received such information
regarding the Company and the Guarantor as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.
Date:___________________________
(NOTICE: To be executed by an executive officer)
PAYMENT INSTRUCTIONS
The assignee should include the following for purposes of payment:
Payment shall be made, by wire transfer or otherwise, in immediately
available funds, to _____________________, for the account of
___________________, account number ___________, or, if mailed, by check to
_____________________. Applicable reports and statements should be mailed to
_____________________. This information is provided by _____________________,
the assignee named above, or _____________________, as its agent.
4
EXHIBIT C
FORM OF EXCHANGE CERTIFICATE
Alliant Energy Resources, Inc. (the "Company")
Alliant Energy Corporation, as guarantor (the "Guarantor")
Firstar Bank, N.A., as Trustee (the "Trustee")
RE: Alliant Energy Resources, Inc. 7 3/8% Senior Notes Due 2009 (the "Senior
Notes")
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of November 4, 1999 (as
supplemented by the First Supplemental Indenture dated as of November 4, 1999
and as further supplemented and amended from time to time, the "Indenture"),
among the Company, the Guarantor, and the Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture. Other
terms shall have the meanings given to them in Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended (the "Securities Act").
In connection with our proposed sale of $_________ aggregate principal
amount of Senior Notes, we confirm that such sale has been effected pursuant to
and in accordance with Rule 144A. We are aware that the transfer of the Senior
Notes to us is being made in reliance on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this
Certificate, we have been given the opportunity to obtain from the Company and
the Guarantor the information referred to in Rule 144A(d)(4), and have either
declined such opportunity or have received such information.
Each of you is entitled to rely upon this Certificate and is irrevocably
authorized to produce this Certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.
Very truly yours,
[Name of Purchaser]
By:_________________________________
Name:
Title:
Dated: _________________________
2
IAI Letter
FORM OF PURCHASE LETTER FOR
INSTITUTIONAL ACCREDITED INVESTORS
Alliant Energy Resources, Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
Merrill Lynch & Co.
c/o Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1237
Dear Ladies and Gentlemen:
The undersigned is delivering this letter in connection with an
offering of 7 3/8% Senior Notes due 2009 (the "Senior Notes") of Alliant Energy
Resources, Inc. (the "Company") all as described in the Offering Memorandum (the
"Offering Memorandum") relating to the offering.
The undersigned hereby confirms, represents and warrants that:
(i) The undersigned is an "institutional accredited investor" within
the meaning of Rule 501(a)(1), (2) or (3) under the Securities
Act of 1933 (the "Securities Act") or an entity in which all of
the equity owners are accredited investors within the meaning of
Rule 501(a)(1), (2) or (3) under the Securities Act (an
"Institutional Accredited Investor");
(ii) (A) any purchase of the Senior Notes by the undersigned will be
for the undersigned's own account or for the account of one or
more other Institutional Accredited Investors or as fiduciary for
the account of one or more trusts, each of which is an
"institutional accredited investor" within the meaning of Rule
501(a)(7) under the Securities Act and for each of which the
undersigned exercises
sole investment discretion or (B) the undersigned is a "bank,"
within the meaning of Section 3(a)(2) of the Securities Act, or a
"savings and loan association" or other institution described in
Section 3(a)(5)(A) of the Securities Act that is acquiring the
Senior Notes as fiduciary for the account of one or more
institutions for which the undersigned exercises sole investment
discretion;
(iii)In the event that the undersigned purchases any Senior Notes, the
undersigned will acquire the Senior Notes having a minimum
principal amount of not less than $100,000 for its own account or
for any separate account for which the undersigned is acting;
(iv) The undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of
evaluating the merits and risks of purchasing the Senior Notes;
(v) The undersigned is not acquiring the Senior Notes with a view to
distribution thereof or with any present intention of offering or
selling the Senior Notes, except as permitted below; provided
that the disposition of the undersigned's property and property
of any accounts for which the undersigned is acting as fiduciary
shall remain at all times within the undersigned's control; and
(vi) The undersigned has received a copy of the Offering Memorandum
and acknowledges that the undersigned has access to such
financial and other information, and has been afforded the
opportunity to ask such questions of representatives of the
Company and receive answers thereto, as the undersigned deems
necessary in connection with its decision to purchase the Senior
Notes.
The undersigned understands that the Senior Notes are being offered in
a transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Senior Notes have not been
registered under the Securities Act or any applicable state securities laws, and
the undersigned agrees, on its own behalf and on behalf of each account for
which the undersigned acquires any Senior Notes, that if in the future the
undersigned decides to resell or otherwise transfer such Senior Notes, such
Senior Notes may be resold or otherwise transferred only (a) to the Company or
any subsidiary thereof, (b) inside the United States to a person who is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) in a transaction meeting the requirements of Rule 144A, (c) inside the
United States to an
2
Institutional Accredited Investor that, prior to such transfer, furnishes to the
trustee (or transfer agent, as the case may be) for such Senior Notes a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of such Senior Notes (the form of which letter can be
obtained from such Trustee), (d) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if applicable) or (e) pursuant to
a registration statement which has been declared effective under the Securities
Act. The undersigned agrees that any such transfer of Senior Notes referred to
in this paragraph shall be in accordance with applicable securities laws of any
state of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Senior Notes, and that it has
provided the Company with a written opinion of legal counsel who is acceptable
to the Company to the effect that, and such other certification or information
as the Company may reasonably require to confirm that, the proposed transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The undersigned further
agrees to provide any person purchasing any of the Senior Notes from the
undersigned a notice advising such purchaser that resales of such Senior Notes
are restricted as stated herein (unless the sale of securities has been
registered under the Securities Act). The undersigned understands that the
registrar and transfer agent for the Senior Notes will not be required to accept
for registration of transfer any Senior Notes, except upon presentation of
evidence satisfactory to the Company that the foregoing restrictions on transfer
have been complied with. The undersigned further understands that any Senior
Notes will be in the form of definitive physical certificates and that such
certificates will bear a legend (unless the sale of the Senior Notes has been
registered under the Securities Act) reflecting the substance of this paragraph.
The undersigned acknowledges that the Company, the Guarantor, others
and you will rely upon the undersigned's confirmations, acknowledgments and
agreements set forth herein, and the undersigned agrees to notify you promptly
in writing if any of its representations or warranties herein ceases to be
accurate and complete.
THE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF WISCONSIN.
- ------------------------------------------
(Name of Purchaser)
By:_______________________________________
Name:____________________________________
3