Exhibit 4(b)
CONFORMED COPY
Prepared by: IES Utilities Inc., Xxxxx Xxxxx, 000 Xxxxx Xx. XX, Xxxxx
Xxxxxx, XX 00000, (000) 000-0000
______________________________________________________________________________
______________________________________________________________________________
IES UTILITIES INC.
(formerly known as Iowa Electric Light and Power Company)
To
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
__________________________
Sixty-third Supplemental
Indenture
Dated as of April 1, 1997
__________________________
SUPPLEMENTAL TO
INDENTURE OF MORTGAGE AND DEED OF TRUST
DATED AS OF AUGUST 1, 1940
______________________________________________________________________________
THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE, dated as of April 1,
1997, between IES UTILITIES INC. (formerly known as Iowa Electric Light
and Power Company), a corporation organized and existing under the laws
of the State of Iowa (hereinafter called the "Company"), party of the
first part, and THE FIRST NATIONAL BANK OF CHICAGO, as Trustee, a
national banking association organized and existing under the laws of
the United States of America, party of the second part,
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940
(hereinafter called the "Original Indenture"), to the Trustee to secure
the first mortgage bonds (herein sometimes referred to as "first
mortgage bonds") of the Company, issuable in series; and
WHEREAS, the Company thereafter executed and delivered certain
Supplemental Indentures, First through Sixty-second, inclusive, for the
various purposes of creating additional series of first mortgage bonds,
conveying and confirming unto the Trustee certain additional property,
correcting the description of a certain parcel of land as set forth in
the Original Indenture and amending the Original Indenture in certain
respects (the Original Indenture and the above referred to Supplemental
Indentures together with this Sixty-third Supplemental Indenture being
herein sometimes collectively referred to as the "Indenture"); and
WHEREAS, there have been issued and are now outstanding under
the Indenture the following described first mortgage bonds:
First Mortgage Bonds Principal Amount
Series L, 7-7/8% due 2000 15,000,000
Series M, 7-5/8% due 2002 30,000,000
Series Y, 8-5/8% due 2001 60,000,000
Series Z, 7.60% due 1999 50,000,000
Collateral Series A due 2008 50,000,000
Collateral Series B due 2023 50,000,000
Collateral Series C due 2000 50,000,000
Collateral Series D due 2006 60,000,000
Pollution Control Collateral Series A, due 2023 10,200,000
Pollution Control Collateral Series B, due 2023 7,000,000
Pollution Control Collateral Series C, due 2023 2,200,000
WHEREAS, the Original Indenture in Section 158 provides that
the Company, when authorized by resolution of the Board, and the
Trustee, may at any time, subject to the restrictions in the Original
Indenture contained, enter into such an indenture supplemental to the
Original Indenture as may or shall be by them deemed necessary or
desirable for the purpose of creating any new series of first mortgage
bonds or of adding to the covenants and agreements of the Company in the
Original Indenture contained, other covenants and agreements thereafter
to be observed by the Company and for any other purpose not inconsistent
with the terms of the Original Indenture and which shall not impair the
security of the same; and
WHEREAS, the Company desires to execute and deliver this Sixty-
third Supplemental Indenture, in accordance with the provisions of the
Original Indenture, for the purpose of providing for the creation of a
new series of first mortgage bonds to be designated "First Mortgage
Bonds, Collateral Series E, Due 2007" (hereinafter called the "Bonds of
Series E" or the "Bonds"), and for the purpose of adding to the
covenants and agreements of the Company in the Original Indenture
contained, other covenants and agreements hereafter to be observed by
the Company;
WHEREAS, the Bonds are to be issued to The First National Bank
of Chicago as trustee (the "New Mortgage Trustee") under the Company's
Indenture of Mortgage and Deed of Trust dated as of September 1, 1993
(the "New Mortgage"), and are to be owned and held by the New Mortgage
Trustee as "Class 'A' Bonds" (as defined in the New Mortgage) in
accordance with the terms of the New Mortgage; and
WHEREAS, all acts and proceedings required by law and by the
Articles of Incorporation of the Company, including all action requisite
on the part of its stockholders, directors and officers, necessary to
make the Bonds, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a valid and
binding mortgage and deed of trust for the security of the Bonds in
accordance with the terms of the Indenture and the terms of the Bonds,
have been done and taken; and the execution and delivery of this Sixty-
third Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE
WITNESSETH, that, in order to further secure the payment of the
principal of, premium, if any, and interest, if any, on all first
mortgage bonds at any time issued and outstanding under the Indenture,
according to their tenor, purport and effect, and to secure the
performance and observance of all the covenants and conditions in said
first mortgage bonds and in the Indenture contained (except any covenant
of the Company with respect to the refund or reimbursement of taxes,
assessments or other governmental charges on account of the ownership of
any first mortgage bonds, or the income derived therefrom, for which the
holders of such first mortgage bonds shall look only to the Company and
not to the property mortgaged and pledged) and for and in consideration
of the premises and of the mutual covenants herein contained and of the
purchase and acceptance of the Bonds by the holders thereof, and of the
sum of $1.00 duly paid to the Company by the Trustee at or before the
ensealing and delivery hereof, and for other valuable considerations,
the receipt whereof is hereby acknowledged, the Company has executed and
delivered this Sixty-third Supplemental Indenture, and, by these
presents does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over, warrant and confirm unto the Trustee the
properties of the Company described and referred to in the Original
Indenture and all indentures supplemental thereto, as thereby conveyed
or intended so to be, and not heretofore specifically released, together
with all and singular the plants, buildings, improvements, additions,
tenements, hereditaments, easements, rights, privileges, licenses and
franchises and all other appurtenances whatsoever belonging or in any
wise appertaining to any of the property hereby mortgaged or pledged, or
intended so to be, or any part thereof, now owned or which may hereafter
be owned or acquired by the Company, and the reversion and reversions,
remainder and remainders, and the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and of every part and
parcel thereof, and all the estate, right, title, interest, property,
claim and demand of every nature whatsoever of the Company, at law or in
equity, or otherwise howsoever, in, of and to such property and every
part and parcel thereof, including the following property acquired by
the Company since the execution and delivery of the Sixty-second
Supplemental Indenture dated as of September 1, 1996:
Xxxxx County
Parcel `D' in Southeast quarter (1/4) of Southwest quarter (1/4) of
Section one (1), Township eighty-three (83) North, Range twenty-five
(25), West of the 5th P.M., Xxxxx County, Iowa, as shown on Plat
recorded in Plat Book 19, Page 284, in the office of the Recorder of
Xxxxx County, Iowa.
Iowa County
That part of the Southeast Quarter of the Southeast Quarter of Section
16, Township 80 North, Range 10 West of the 5th P.M., Iowa County, Iowa,
described as follows:
Commencing at the Southeast corner of said Southeast Quarter; thence
North 90 degree 00'00" West (assumed bearing for this description only)
33.02 feet along the South line of said Southeast Quarter to a point 33.00
feet in perpendicular distance West of the Eastline of said Southeast
Quarter; thence North 1 degree 45'19" West 33.02 feet along a line 33 feet
West of and parallel to said East line to a point 33.00 feet in perpendicular
distance North of the South line of said Southeast Quarter said point
being the point of intersection of the North right-of-way line of 190th
Street and the West right-of-way line of County Road E77, and said point
being the point of beginning; thence North 90 degree 00'00" West 400.00
feet along said North right-of-way line; thence North 1 degree 45'19"
West 500.00 feet; thence North 90 degree 00'00" East 400.00 feet to a
point of intersection with the West right-of-way line of County Road E77;
thence South 1 degree 45'19" East 500.00 feet along said West right-of-way
line to the point of beginning; Said tract contains 4.59 acres more or
less and is subject to easements of record.
TO HAVE AND TO HOLD all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances mortgaged,
conveyed, pledged or assigned as aforesaid, or intended so to be,
together with all the appurtenances thereunto appertaining, unto the
Trustee and its successors and assigns forever, upon the trusts, for the
uses and purposes and under the terms and conditions and with the
rights, privileges and duties as in the Indenture set forth;
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases, servitudes,
contracts or other instruments through which the Company acquired and/or
claims title to and/or enjoys the use of the aforesaid properties; and
subject also to Permitted Encumbrances (as defined in Section 24 of the
Original Indenture) and, as to any property acquired by the Company
since the execution and delivery of the Original Indenture, to any liens
thereon existing, and to any liens for unpaid portions of the purchase
money placed thereon, at the time of such acquisition, but only to the
extent that such liens are permitted by Sections 72 and 83 of the
Original Indenture, as amended, and Section 7 of this Sixty-third
Supplemental Indenture;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
use, benefit, security and protection of those who from time to time
shall hold the first mortgage bonds and coupons authenticated and
delivered under the Indenture and duly issued by the Company, without
any discrimination, preference or priority of any one first mortgage
bond or coupon over any other by reason of priority in the time of
issue, sale or negotiation thereof or otherwise, except as provided in
Section 69 of the Original Indenture, so that, subject to said
provisions, each and all of said first mortgage bonds and coupons shall
have the same right, lien and privilege under the Indenture and shall be
equally and ratably secured thereby (except as any sinking,
amortization, improvement, renewal or other fund, or any other covenants
or agreements established in accordance with the provisions of the
Original Indenture, may afford additional security for the first
mortgage bonds of any particular series), and shall have the same
proportionate interest and share in the Trust Estate (as defined in the
Original Indenture), with the same effect as if all of the first
mortgage bonds and coupons had been issued, sold and negotiated
simultaneously on the date of the delivery of the Original Indenture;
and in trust for enforcing payment of the principal of the first
mortgage bonds and of the interest and premium, if any, thereon,
according to the tenor, purport and effect of the first mortgage bonds
and coupons and of the Indenture, and for enforcing the terms,
provisions, covenants and stipulations therein and in the first mortgage
bonds set forth, and upon the trusts, uses and purposes and subject to
the covenants, agreements and conditions set forth and declared in the
Indenture;
AND THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE FURTHER
WITNESSETH, that the Company hereby covenants and agrees to and with the
Trustee and its successors and assigns forever as follows:
SECTION 1. There shall be, and is hereby created, a new
series of first mortgage bonds, known as and entitled "First Mortgage
Bonds, Collateral Series E, Due 2007," and the form thereof shall be
substantially as hereinafter set forth.
The Bonds of Series E shall be issued and delivered to the New
Mortgage Trustee under the New Mortgage as the basis for the
authentication and delivery under the New Mortgage of a series of
securities ("Collateral Trust Securities"). As provided in the New
Mortgage, the Bonds of Series E will be registered in the name of the
New Mortgage Trustee, subject to the provisions of the New Mortgage, for
the benefit of the holders of all securities from time to time
outstanding under the New Mortgage, and the Company shall have no
interest therein. The Bonds of Series E will not be transferable except
to a successor trustee under the New Mortgage.
Any payment or deemed payment by the Company under the New
Mortgage of the principal of or interest, if any, on the Collateral
Trust Securities (other than by the application of the proceeds of a
payment in respect of the Bonds of Series E) shall, to the extent
thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of or interest, if any,
on such Bonds of Series E, as the case may be, which is then due.
The principal amount of the Bonds of Series E shall be limited
to $55,000,000, except in case of the issuance of Bonds as provided in
Section 14 of the Original Indenture on account of mutilated, lost,
stolen, or destroyed Bonds. The Bonds of Series E shall be registered
bonds only without coupons of the denomination of $1,000 and any
multiple of $1,000, and of such respective amounts of each of said
denominations as may be executed by the Company and delivered to the
Trustee for authentication and delivery. Notwithstanding the provisions
of Section 7 of the Original Indenture to the contrary, no reservation
of unissued coupon bonds shall be required with respect to the Bonds of
Series E. All Bonds of Series E shall mature May 1, 2007, and shall not
bear interest, except that if the Company should default in payment of
principal on a Bond of Series E, such Bond shall bear interest on such
defaulted principal at the rate of 6% per annum (to the extent that
payment of such interest is enforceable under applicable law) until the
Company's obligation with respect to the payment of such principal shall
be discharged. The principal, premium, if any, and the interest, if
any, on the Bonds of Series E shall be payable at the office of the
Trustee in the City of Chicago, State of Illinois, or at the option of
the holder, at the principal corporate trust office of First Chicago
Trust Company of New York in the Borough of Manhattan in the City of New
York, in any coin or currency of the United States of America which at
the time of payment shall be legal tender for public and private debts.
The Bonds of Series E shall be subject to redemption under certain
circumstances specified in Section 54 of the Original Indenture as
amended.
The Bonds of Series E will be redeemable, at the option of the
Company, in whole at any time or in part from time to time, upon 30 days
notice, at a redemption price equal to 100% of the principal amount
thereof together with accrued interest, if any, thereon to the date
fixed for redemption. The Bonds shall be redeemed no later than the
redemption of the Collateral Trust Securities, in a principal amount
equal to the principal amount of Collateral Trust Securities then being
redeemed, and at a redemption price equal to the redemption price
(excluding interest other than interest on defaulted principal, if any)
applicable to such redemption of Collateral Trust Securities.
Notwithstanding Section 11 of the Original Indenture, the
Company may execute, and the Trustee shall authenticate and deliver,
definitive Bonds of Series E in typewritten form.
Subject to the provisions of Section 8 of the Original
Indenture, all definitive Bonds of Series E shall be interchangeable for
other Bonds of Series E of a different authorized denomination or
denominations, as requested by the holder surrendering the same, upon
surrender to the agency of the Company in the City of Chicago, Illinois,
or, at the option of the holder, at the agency of the Company in the
City of New York. Anything contained in Section 13 of the Original
Indenture notwithstanding, upon such interchange of Bonds of Series E,
no charge may be made by the Company except the payment of a sum
sufficient to reimburse the Company for any stamp tax or other
governmental charge incident thereto.
The Trustee is hereby appointed Registrar of the Bonds of
Series E for the purpose of registering and transferring Bonds of Series
E as in Section 12 of the Original Indenture provided. Bonds of Series
E may also be so registered and transferred at the principal corporate
trust office of First Chicago Trust Company of New York in the Borough
of Manhattan in the City of New York, which company is hereby authorized
to act as co-Registrar of Bonds of Series E in the City of New York. In
case any Bonds of Series E shall be redeemed in part only, any delivery
pursuant to Section 97 of the Original Indenture of a new Bond or Bonds
of Series E of an aggregate principal amount equal to the unredeemed
portion of such Bond of Series E shall, at the option of the registered
owner, be made by the co-Registrar. For all purposes of Articles Eleven
and Eighteen of the Original Indenture, First Chicago Trust Company of
New York in the City of New York, as the New York Paying Agent for Bonds
of Series E, shall be deemed to be the agent of the Trustee for the
purpose of receiving all or any part, as may be directed by the Trustee,
of any deposit for the purpose of redeeming, or of paying at maturity,
any Bonds of Series E, and any money so deposited with First Chicago
Trust Company of New York in the City of New York, upon the direction of
the Trustee, in trust for the purpose of paying the redemption price of,
or of paying at maturity, any Bonds of Series E, shall be deemed to
constitute a deposit in trust with, and to be held in trust by, the
Trustee in accordance with the provisions of Article Eleven or Eighteen
of the Original Indenture.
So long as any Bonds of Series E shall be outstanding, in
addition to the offices or agencies required to be maintained by the
provisions of the Original Indenture, the Company shall keep or cause to
be kept at an office or agency to be maintained by the Company in the
Borough of Manhattan, the City of New York, books for the registration
and transfer of Bonds pursuant to the foregoing provisions of this
Section and to the provisions of the Original Indenture.
SECTION 2. For the purpose of redemption under certain
circumstances specified in Section 54 of the Original Indenture, as
amended, by the application of cash received by the Trustee as the
result of the taking by eminent domain or of the purchase by a public
authority of properties of the Company, the Bonds shall be redeemable at
a special redemption price of 100% of the principal amount thereof
together with accrued interest, if any, to the date fixed for
redemption.
SECTION 3. The Bonds and the certificate of authentication to
be borne by such Bonds shall be substantially in the following forms,
respectively:
[FORM OF FACE OF XXXX]
This Bond is not transferable except to a successor trustee under
the Indenture of Mortgage and Deed of Trust, dated as of September 1,
1993, between IES Utilities Inc. and The First National Bank of Chicago,
Trustee.
No. $
IES UTILITIES INC.
FIRST MORTGAGE BOND, COLLATERAL SERIES __
Due ____
IES UTILITIES INC. (hereinafter called the "Company"), a
corporation of the State of Iowa, for value received, hereby promises to
pay to THE FIRST NATIONAL BANK OF CHICAGO, as trustee under the
Indenture of Mortgage and Deed of Trust, dated as of September 1, 1993,
between the Company and such trustee, or registered assigns, on the ____
day of ______, ____, the sum of ___________ ($________) dollars in any
coin or currency of the United States of America which at the time of
payment shall be legal tender for public and private debts. This Bond
shall not bear interest except that, if the Company should default in
the payment of principal hereof, this Bond shall bear interest on such
defaulted principal at the rate of 6% per annum (to the extent that
payment of such interest is enforceable under applicable law) until the
Company's obligation with respect to the payment of such principal shall
be discharged as provided in the Indenture hereinafter mentioned.
Principal of and interest, if any, on this Bond shall be payable at the
agency of the Company in the City of Chicago, Illinois, or, at the
option of the holder, at the agency of the Company in the City of New
York.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
signed by The First National Bank of Chicago, or its successor, as
Trustee under the Indenture hereinafter mentioned.
IN WITNESS WHEREOF, the Company has caused this Bond to be
signed in its name, manually or in facsimile, by its President or one of
its Vice Presidents and its corporate seal to be impressed or imprinted
hereon and attested, manually or in facsimile, by its Secretary or one
of its Assistant Secretaries.
Dated:
IES UTILITIES INC.
By_____________________________
Authorized Executive Officer
ATTEST:
_____________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the first mortgage bonds described in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By_________________________________
Authorized Officer
[FORM OF REVERSE OF BOND]
IES UTILITIES INC.
FIRST MORTGAGE BOND, COLLATERAL SERIES __
Due ____
This Bond is one of an authorized issue of Bonds of the
Company known as its "first mortgage bonds", issued and to be issued in
series under, and all equally and ratably secured (except as any
sinking, amortization, improvement, renewal or other fund, or any other
covenants or agreements, established in accordance with the provisions
of the Indenture hereinafter mentioned, may afford additional security
for the first mortgage bonds of any particular series) by an Indenture
of Mortgage and Deed of Trust dated as of August 1, 1940, executed by
the Company to The First National Bank of Chicago, as Trustee, as
supplemented by ________ Supplemental Indentures (including a Seventh
Supplemental Indenture dated as of July 1, 1946, a Thirty-second
Supplemental Indenture dated as of September 1, 1966, a Forty-fifth
Supplemental Indenture dated as of November 1, 1976, a Fifty-fifth
Supplemental Indenture dated as of March 1, 1988, a Fifty-sixth
Supplemental Indenture dated as of October 1, 1988, a Fifty-ninth
Supplemental Indenture dated as of October 1, 1993, a Sixtieth
Supplemental Indenture dated as of November 1, 1993, a Sixty-second
Supplemental Indenture dated as of September 1, 1996 and a Sixty-third
Supplemental Indenture dated as of April 1, 1997) each duly executed by
the Company to said Trustee (said Indenture, as so supplemented, being
herein sometimes referred to as the "Indenture"), to which Indenture and
all indentures supplemental thereto reference is xxxxxx made for a
description of the properties mortgaged and pledged, the nature and
extent of the security, the rights of the holders of said first mortgage
bonds, and of the Trustee and of the Company in respect of such
security, and the terms and conditions upon which said first mortgage
bonds are and are to be issued and secured. As provided in, and to the
extent permitted by, the Indenture, the rights and obligations of the
Company and of the holders of said first mortgage bonds may be changed
and modified with the consent of the Company by the affirmative vote of
the holders of at least 75% in principal amount of the first mortgage
bonds then outstanding affected by such change or modification
(excluding first mortgage bonds disqualified from voting by reason of
the Company's interest therein as provided in the Indenture); provided,
however, that without the consent of the registered owner hereof no such
change or modification shall permit the reduction of the principal or
the extension of the maturity of the principal of this Bond or the
reduction of the rate of interest, if any, hereon or any other
modification of the terms of payment of such principal or interest. As
provided in the Indenture, said first mortgage bonds are issuable in
series which may vary as in the Indenture provided or permitted. This
Bond is one of a series of first mortgage bonds entitled "First Mortgage
Bonds, Collateral Series __, Due ____".
Any payment or deemed payment by the Company of the principal
of or interest, if any, on the Collateral Trust Securities (as defined
in the ________ Supplemental Indenture) (other than by the application
of the proceeds of a payment in respect of this Bond) shall, to the
extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of or interest, if any,
on this Bond which is then due.
This Bond is redeemable, at the option of the Company, in
whole at any time or in part from time to time, upon 30 days notice, at
a redemption price equal to 100% of the principal amount thereof
together with accrued interest, if any, thereon to the date fixed for
redemption. This Bond is also subject to redemption under certain
circumstances specified in Section 54 of the Indenture by the
application of cash received by the Trustee as the result of the taking
by eminent domain or of the purchase by a public authority of properties
of the Company, as more fully provided in, and subject to the provisions
of, the Indenture, upon at least 30 days prior notice given as
aforesaid, at a special redemption price of 100% of the principal amount
thereof. In addition, the Bonds shall be redeemed by the Company no
later than the redemption of the Collateral Trust Securities in a
principal amount equal to the principal amount of Collateral Trust
Securities then being redeemed, and at a redemption price equal to the
redemption price (excluding interest other than interest on defaulted
principal, if any) applicable to such redemption of Collateral Trust
Securities.
If an event of default, as defined in the Indenture, shall
occur, the principal of this Bond may become or be declared due and
payable, in the manner and with the effect provided in the Indenture.
To the extent permitted on the front hereof, this Bond is
transferable by the registered owner hereof in person or by attorney
authorized in writing at the agency of the Company in the City of
Chicago, Illinois, or, at the option of the holder, at the agency of the
Company in the City of New York, upon surrender and cancellation of this
Bond and upon any such transfer a new first mortgage bond of the same
series, for the same aggregate principal amount, will be issued to the
transferee in exchange herefor. The Company and the Trustee may deem
and treat the person in whose name this Xxxx is registered as the
absolute owner hereof, for the purpose of receiving payment and for all
other purposes.
This Bond, alone or with other first mortgage bonds of the
same series, may be exchanged upon surrender thereof to the Trustee at
the agency of the Company in the City of Chicago, Illinois, or, at the
option of the holder, at the agency of the Company in the City of New
York, for one or more other first mortgage bonds of the same series and
of the same aggregate principal amount but of a different authorized
denomination or denominations, upon payment of a sum sufficient to
reimburse the Company for any stamp tax or other governmental charge
incident thereto, and subject to the terms and conditions set forth in
the Indenture.
No recourse shall be had for the payment of the principal of
or interest, if any, on this Bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture or of any indenture
supplemental thereto, against any incorporator, stockholder, director,
or officer, as such, past, present or future, of the Company or of any
predecessor or successor corporation, either directly or through the
Company or any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or by any legal or equitable proceeding or
otherwise howsoever; all such liability being, by the acceptance hereof
and as a part of the consideration for the issuance hereof, expressly
waived and released by every registered owner hereof, as more fully
provided in the Indenture; provided, however, that nothing herein or in
the Indenture contained shall be taken to prevent recourse to and the
enforcement of the liability, if any, of any shareholder or any
stockholder or subscriber to capital stock upon or in respect of shares
of capital stock not fully paid up.
[END OF BOND FORM]
SECTION 4. Anything contained in Sections 97 and 98 of the
Indenture to the contrary notwithstanding, if less than all of the
outstanding Bonds are to be called for redemption, the Bonds to be
redeemed in whole or in part shall be designated by the Trustee (within
10 days after receipt from the Company of notice of its intention to
redeem Bonds) by lot according to such method as the Trustee shall deem
proper in its discretion. For the purpose of any drawing, the Trustee
shall assign a number for each $1,000 principal amount of each
outstanding Bond.
The provisions of Section 97 of the Indenture relating to
notations of partial redemption shall not apply to the Bonds.
SECTION 5. The recitals contained in this Supplemental
Indenture are made by the Company and not by the Trustee; and all of the
provisions contained in the Original Indenture, as heretofore
supplemented, in respect of the rights, privileges, immunities, powers,
and duties of the Trustee shall, except as hereinabove modified, be
applicable in respect hereof as fully and with like effect as if set
forth herein in full.
SECTION 6. All the covenants, stipulations, promises and
agreements in this Supplemental Indenture contained, by or on behalf of
the Company, shall bind and inure to the benefit of its successors and
assigns, whether so expressed or not.
SECTION 7. Nothing in this Supplemental Indenture expressed
or implied is intended or shall be construed to give to any person other
than the Company, the Trustee, and the holders of the first mortgage
bonds any legal or equitable right, remedy or claim under or in respect
of the Indenture or any covenant, condition or provision therein or in
the first mortgage bonds contained, and all such covenants, conditions,
and provisions are and shall be held to be for the sole and exclusive
benefit of the Company, the Trustee and the holders of the first
mortgage bonds issued under the Indenture.
SECTION 8. All references in the Original Indenture to the
various Sections and Articles thereof shall be deemed to refer to said
Sections and Articles as heretofore amended, and the Original Indenture
shall hereafter be construed and applied as heretofore amended and
supplemented.
SECTION 9. This Supplemental Indenture may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts, or as
many of them as the Company and the Trustee shall preserve undestroyed,
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, IES UTILITIES INC. has caused this Sixty-
third Supplemental Indenture to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary, and THE
FIRST NATIONAL BANK OF CHICAGO, in token of its acceptance of the trusts
created hereunder, has caused this Sixty-third Supplemental Indenture to
be signed in its corporate name by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereunto affixed
and attested by one of its Trust Officers, all as of the day and year
first above written.
IES UTILITIES INC.
By /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
President & Chief Operating Officer
(CORPORATE SEAL)
ATTEST:
/s/ Xxxxxxx X. Xxxxxxxxx
Secretary
Xxxxxxx X. Xxxxxxxxx
THE FIRST NATIONAL BANK OF
CHICAGO, Trustee
By
Xxxx X. Xxxxxxxxxxx
Vice President
(CORPORATE SEAL)
ATTEST:
Authorized Officer
Xxxxxxx X. Xxxxxxx
IN WITNESS WHEREOF, IES UTILITIES INC. has caused this Sixty-
third Supplemental Indenture to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary, and THE
FIRST NATIONAL BANK OF CHICAGO, in token of its acceptance of the trusts
created hereunder, has caused this Sixty-third Supplemental Indenture to
be signed in its corporate name by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereunto affixed
and attested by one of its Trust Officers, all as of the day and year
first above written.
IES UTILITIES INC.
By
Xxxxx X. Xxxx
President & Chief Operating Officer
(CORPORATE SEAL)
ATTEST:
Secretary
Xxxxxxx X. Xxxxxxxxx
THE FIRST NATIONAL BANK OF
CHICAGO, Trustee
By /s/ Xxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxxxxxxxx
Vice President
(CORPORATE SEAL)
ATTEST:
/s/ Xxxxxxx X. Xxxxxxx
Authorized Officer
Xxxxxxx X. Xxxxxxx
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this 24th day of April, 1997 before me, the undersigned, a
Notary Public in and for the said County in the state aforesaid,
personally appeared Xxxxx X. Xxxx and Xxxxxxx X. Xxxxxxxxx, to me
personally known, and to me known to be President & Chief Operating
Officer, and Secretary respectively, of IES UTILITIES INC., one of the
corporations described in and which executed the within and foregoing
instrument, and who, being by me severally duly sworn, each did say that
he the said Xxxxx X. Xxxx is President & Chief Operating Officer, and
that he the said Xxxxxxx X. Xxxxxxxxx is Secretary of the said IES
UTILITIES INC., a corporation; that the seal affixed to the within and
foregoing instrument is the corporate seal of the said corporation, and
that the said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and the said Xxxxx
X. Xxxx and Xxxxxxx X. Xxxxxxxxx each acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
WITNESS my hand and notarial seal this 24th day of April,
1997.
/s/ Xxxxxxxx X. Xxxxxxx
Notary Public
My Commission expires:
(NOTARIAL SEAL)
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
On this 30th day of April, 1997, before me, the undersigned, a
Notary Public in and for said County in the State aforesaid, personally
appeared Xxxx X. Xxxxxxxxxxx and Xxxxxxx X. Xxxxxxx, to me personally
known, and to me known to be a Vice President and an Assistant Vice
President, respectively, of THE FIRST NATIONAL BANK OF CHICAGO, one of
the corporations described in and which executed the within and
foregoing instrument, and who, being by me severally duly sworn, each
did say that he the said Xxxx X. Xxxxxxxxxxx is a Vice President that
the said Xxxxxxx X. Xxxxxxx is an Assistant Vice President of the said
THE FIRST NATIONAL BANK OF CHICAGO, a corporation; that the seal affixed
to the within and foregoing instrument is the corporate seal of the said
corporation, and that the said instrument was signed and sealed on
behalf of said corporation by authority of its By-Laws; and the said
Xxxx X. Xxxxxxxxxxx and Xxxxxxx X. Xxxxxxx each acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
WITNESS my hand and notarial seal this 30th day of April,
1997.
/s/ Xxxx XxXxxx
Notary Public
My Commission expires:
(NOTARIAL SEAL)
