1
EXHIBIT 4(f)
Prepared by: IES Utilities Inc., __________,
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
--------------------------
__________ Supplemental
Indenture
Dated as of __________
--------------------------
SUPPLEMENTAL TO
INDENTURE OF MORTGAGE AND DEED OF TRUST
DATED AS OF AUGUST 1, 1940
2
THIS __________ SUPPLEMENTAL INDENTURE, dated as of _________,
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-third], 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 __________
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
-------------------- ----------------
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
__________ 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 __, Due ____" (hereinafter called the "Bonds of Series __" 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 __________ Supplemental Indenture have been in all respects duly
authorized.
NOW, THEREFORE, THIS __________ 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 __________ 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-third] Supplemental Indenture dated as of [April 1, 1997]:
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 __________
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 __________ 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 __, Due ____," and the form thereof shall be substantially as hereinafter
set forth.
The Bonds of Series __ 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 __ 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 __ 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 __) 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 __, as the case may
be, which is then due.
The principal amount of the Bonds of Series __ shall be
limited to $__________, 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 __ 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 __. All Bonds of Series __ shall mature __________, and
shall not bear interest, except that if the Company should default in payment of
principal on a Bond of Series __, 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
__ 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 __ shall be subject to redemption under certain
circumstances specified in Section 54 of the Original Indenture as amended.
The Bonds of Series __ 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 __ in typewritten form.
Subject to the provisions of Section 8 of the Original
Indenture, all definitive Bonds of Series __ shall be interchangeable for other
Bonds of Series __ 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 __, 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 __ for the purpose of registering and transferring Bonds of Series __ as
in Section 12 of the Original Indenture provided. Bonds of Series __ 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 __ in the City of New York. In case any Bonds of Series __ shall be
redeemed in part only, any delivery pursuant to Section 97 of the Original
Indenture of a new Bond or Bonds of Series __ of an aggregate principal amount
equal to the unredeemed portion of such Bond of Series __ 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 __, 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 __, 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 __, 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 __ 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 BOND]
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, a Sixty-third
Supplemental Indenture dated as of April 1, 1997, and a __________ Supplemental
Indenture dated as of ________) 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 hereby 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 Bond 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.
3
IN WITNESS WHEREOF, IES UTILITIES INC. has caused this
__________ 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 __________ 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
-------------------------
(CORPORATE SEAL)
ATTEST:
- -------------------------
THE FIRST NATIONAL BANK OF
CHICAGO, Trustee
By
-------------------------
(CORPORATE SEAL)
ATTEST:
- --------------------------
4
STATE OF IOWA )
) ss:
COUNTY OF LINN )
On this ___th day of _____, _____ before me, the undersigned,
a Notary Public in and for the said County in the state aforesaid, personally
appeared _________ and __________, to me personally known, and to me known to be
_________, and __________ 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 __________ is __________, and that he the said __________ is __________ 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 _________ and __________ 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 __th day of _____, ___.
------------------
Notary Public
My Commission expires:
(NOTARIAL SEAL)
5
STATE OF ILLINOIS )
) ss
COUNTY OF XXXX )
On this ___th day of _____, _____, before me, the undersigned,
a Notary Public in and for said County in the State aforesaid, personally
appeared __________ and __________ to me personally known, and to me known to be
a __________ and an _________, 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 _________ is a _________ that the said _________ is an
__________ 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 __________
and __________ 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 ___th day of ____, ___.
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Notary Public
My Commission expires:
(NOTARIAL SEAL)