Exhibit 4.1
_____________________________________________________________________________________
_____________________________________________________________________________________
INTERSTATE POWER AND LIGHT COMPANY
(formerly known as IES Utilities
Inc.,
formerly known as Iowa Electric Light and Power
Company)
TO
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
as Successor Trustee
__________________________
Sixth Supplemental Indenture
Dated as of June 9, 2005
__________________________
TO
INDENTURE OF MORTGAGE and DEED OF
TRUST
Dated as of September 1, 1993
_____________________________________________________________________________________
SIXTH SUPPLEMENTAL INDENTURE, dated
as of June 9, 2005 (the “Sixth Supplemental
Indenture”), made by and between INTERSTATE POWER AND LIGHT
COMPANY (formerly known as IES Utilities Inc., formerly known as
Iowa Electric Light and Power Company), a corporation organized and
existing under the laws of the State of Iowa (the
“Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America (the
“Trustee”), as Trustee under the Indenture of Mortgage
and Deed of Trust dated as
of September 1, 1993, hereinafter mentioned.
WHEREAS, the Company has heretofore
executed and delivered its Indenture of Mortgage and Deed of Trust
dated as of September 1, 1993, to the Trustee, for the security of
the securities of the Company to be issued thereunder (the
“Collateral Trust Bonds” or “Bonds”), and
the said Indenture has been supplemented by five supplemental
indentures, dated as of October 1, 1993, November 1, 1993, March 1,
1995, September 1, 1996 and April 1, 1997, which Indenture as so
supplemented and to be hereby supplemented is hereinafter referred
to as the “Indenture” and
WHEREAS, the Company desires to
create a series of Collateral Trust Bonds to be issued under the
Indenture, to be known as Collateral Trust Bonds, Variable/Fixed
Rate Series Due 2014 (the “Collateral Trust Bonds Series
2014”); and
WHEREAS, the Company, in the
exercise of the powers and authority conferred upon and reserved to
it under the provisions of the Indenture, has duly resolved and
determined to make, execute and deliver to the Trustee a Sixth
Supplemental Indenture in the form hereof for the purposes herein
provided; and
WHEREAS, pursuant to Section 1401 of
the Indenture, the Company may from time to time execute one or
more supplemental indentures in order to better assure, convey and
confirm unto the Trustee any property subject to the Lien of the
Indenture; and
WHEREAS, the sole certificate
representing the entire aggregate principal amount of the
Collateral Trust Bonds Series 2014 is to be issued to Financial
Guaranty Insurance Company (“Guarantor”), and is to be
owned and held by Guarantor as Collateral in accordance with the
terms of the Insurance Agreement (the “Insurance
Agreement”), between the Company and Guarantor, dated as of
June 9, 2005.
WHEREAS, all conditions and
requirements necessary to make this Sixth Supplemental Indenture a
valid, binding and legal instrument have been done, performed and
fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;
NOW, THEREFORE, THIS INDENTURE
WITNESSETH:
THAT INTERSTATE POWER AND LIGHT
COMPANY, in consideration of the acceptance and ownership from time
to time of the Bonds created in the Sixth Supplemental Indenture
and the service by the Trustee, and its successors, under the
Indenture and of One Dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and
with the Trustee and its successors in the trust under the
Indenture, for the benefit of those who shall hold the Bonds as
follows:
ARTICLE I
DESCRIPTION OF COLLATERAL TRUST
BONDS SERIES 2014
SECTION 1. The
Company hereby creates a new series of Bonds to be known as
“Collateral Trust Bonds, Variable/Fixed Rate Series Due
2014.” The Collateral Trust Bonds Series 2014 shall be
executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, all of the
terms, conditions and covenants of the Indenture, as supplemented
and modified.
The Collateral Trust Bonds Series
2014 shall be issued and delivered to the Guarantor under the
Insurance Agreement as security for obligations of the Company to
make payments to the
Guarantor under certain
circumstances relating to a series of Iowa Finance Authority
Pollution Control Facility Revenue Refunding Bonds (Interstate
Power and Light Company Project) Series 2005 (“Pollution
Control Bonds”). As provided in the Insurance Agreement, the
Collateral Trust Bonds Series 2014 will be registered in the name
of the Guarantor, subject to the provisions of the Insurance
Agreement, for the benefit of the Guarantor under the Insurance
Agreement, and the Company shall have no interest therein. The
Collateral Trust Bonds Series 2014 will not be transferable except
to a successor guarantor under the Insurance Agreement.
All Collateral Trust Bonds Series
2014 shall mature on July 1, 2014, and interest on the Collateral
Trust Bonds Series 2014 shall be payable at the rates and on the
dates applicable to the Pollution Control Bonds as determined in
accordance with the indenture governing the Pollution Control
Bonds.
Any payment or deemed payment of the
principal of or interest, if any, on the Pollution Control Bonds
(other than any payment resulting from a payment by the Guarantor
under Policy (as defined in the Insurance Agreement) that is not
subsequently reimbursed to the Guarantor by the Company pursuant to
Section 2.01 of the Insurance Agreement) shall, to the extent
thereof, be deemed a payment satisfying and discharging the
obligation of the Company, if any, to make a payment of principal
of or interest, if any, on such Collateral Trust Bonds Series 2014,
as the case may be, which is then due.
SECTION 2. The
Collateral Trust Bonds Series 2014 shall be issued only as a
registered Bond without coupons of the denomination of the full
face amount of the Collateral Trust Bonds Series 2014
outstanding.
SECTION 3. The
Collateral Trust Bonds Series 2014 and the Trustee’s
Certificate of Authentication shall be substantially in the
following forms respectively:
2
[FORM OF BOND]
This Collateral
Trust Bond is not transferable except transfers in whole, but not
in part, to a successor guarantor under the Insurance Agreement,
dated as of June 9, 2005, between Interstate Power and Light
Company and Financial Guaranty Insurance Company.
INTERSTATE POWER AND LIGHT COMPANY
COLLATERAL TRUST BONDS, VARIABLE/FIXED RATE
SERIES DUE 2014
INTERSTATE POWER AND LIGHT COMPANY,
a corporation organized and existing under the laws of the State of
Iowa (the “Company,” which term shall include any
successor corporation as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to
______________, or its registered assigns, the sum of _____________
($_______) dollars on the 1st day of July, 2014, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts, and to pay
interest thereon in like coin or currency at the rates and on the
dates applicable to the Pollution Control Bonds as determined in
accordance with the indenture governing the Pollution Control Bonds
(as defined in the Sixth Supplemental Indenture thereto dated as of
June 9, 2005 (the “Sixth Supplemental Indenture”)
between the Company and the Trustee), until the Company’s
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned. The
interest so payable on any day referenced above will, subject to
certain exceptions provided in the Sixth Supplemental Indenture be
paid to the person in whose name this Collateral Trust Bond is
registered at the close of business on the day immediately prior to
each applicable interest payment date. Both principal of, and
interest on, this Collateral Trust Bond are payabl
