-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2NZVuE/mIbxoh+cpPuDvlNRqugMSlrP9ifoBx8bMVV1QWRfocD8vPdIt5iuMv8R X4QpOaQmqxi0AuIYSINENw== 0000950124-99-006502.txt : 19991217 0000950124-99-006502.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950124-99-006502 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19991216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001099346 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391605561 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-92859 FILM NUMBER: 99775559 BUSINESS ADDRESS: STREET 1: ALLIANT TOWER STREET 2: 200 FIRST STREET SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 MAIL ADDRESS: STREET 1: ALLIANT TOWER STREET 2: 200 FIRST STREET SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT ENERGY CORP CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-92859-01 FILM NUMBER: 99775560 BUSINESS ADDRESS: STREET 1: 222 WEST WSHNGTON AVENUE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523110 MAIL ADDRESS: STREET 1: P O BOX 2568 CITY: MADISON STATE: WI ZIP: 53701-2568 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE ENERGY CORP DATE OF NAME CHANGE: 19980427 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 S-4 1 FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------ Issuer of Senior Notes registered hereby ALLIANT ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter) ------------------------ WISCONSIN 6719 39-1605561 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification incorporation) Classification Code Number) No.)
ALLIANT TOWER 200 FIRST STREET SE CEDAR RAPIDS, IOWA 52401 (319) 398-4411 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Guarantor of Senior Notes registered hereby ALLIANT ENERGY CORPORATION (Exact name of registration as specified in its charter) WISCONSIN 6719 39-1380265 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification incorporation) Classification Code Number) No.)
222 WEST WASHINGTON AVENUE MADISON, WISCONSIN 53703 (608) 252-3311 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) EDWARD M. GLEASON Copies to: VICE PRESIDENT-TREASURER AND CORPORATE SECRETARY BENJAMIN F. GARMER, III, ESQ. ALLIANT ENERGY RESOURCES, INC. FOLEY & LARDNER ALLIANT ENERGY CORPORATION 777 EAST WISCONSIN AVENUE 222 WEST WASHINGTON AVENUE MILWAUKEE, WISCONSIN 53202 MADISON, WISCONSIN 53703 (414) 271-2400 (608) 252-3311 (Name, address, including zip code, and telephone number, including area code, of agent for service)
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the Exchange Offer referred to herein. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- 7 3/8% New Senior Notes due 2009(2).... $250,000,000 100% $250,000,000 $66,000 - ------------------------------------------------------------------------------------------------------------------------- Guarantees for the New Senior Notes due 2009(3).............................. -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of determining the registration fee. (2) Calculated pursuant to Rule 457(f) under the Securities Act of 1933. (3) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees. ------------------------ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED DECEMBER 16, 1999 [ALLIANT ENERGY RESOURCES, INC. LOGO] ALLIANT ENERGY RESOURCES, INC. OFFER TO EXCHANGE ALL OUTSTANDING 7 3/8% SENIOR NOTES DUE 2009 ($250,000,000 PRINCIPAL AMOUNT OUTSTANDING) FOR NEW 7 3/8% SENIOR NOTES DUE 2009 ($250,000,000 PRINCIPAL AMOUNT) ---------------------- - - We are offering to exchange new registered 7 3/8% Senior Notes due 2009 for all of our outstanding unregistered 7 3/8% Senior Notes due 2009. - - The exchange offer expires at 5:00 p.m., New York City time, on , 2000, unless we extend it. - - The terms of the new senior notes are substantially identical to those of the existing senior notes, except that the new senior notes will not have securities law transfer restrictions and registration rights relating to the existing senior notes and the new senior notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer. - - The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or applicable interpretation of the staff of the SEC and certain other conditions. - - All outstanding senior notes that are validly tendered and not validly withdrawn will be exchanged. - - You may withdraw your tender of existing senior notes any time before the exchange offer expires. - - We will not receive any proceeds from the exchange offer. - - The exchange of senior notes will not be a taxable event for U.S. federal income tax purposes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ---------------------- The date of this prospectus is , 1999. 3 4 TABLE OF CONTENTS
PAGE ---- Where You Can Find More Information......................... 3 Forward-Looking Statements.................................. 4 Prospectus Summary.......................................... 5 Use of Proceeds............................................. 13 Capitalization.............................................. 13 Business.................................................... 14 Management.................................................. 17 Description of Outstanding Indebtedness..................... 20 The Exchange Offer.......................................... 21 Description of the New Senior Notes......................... 29 United States Federal Income Tax Considerations............. 43 Plan of Distribution........................................ 45 Legal Matters............................................... 46 Experts..................................................... 46
---------------------- WHERE YOU CAN FIND MORE INFORMATION Alliant Energy Corporation, our parent corporation and the guarantor of the senior notes, files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document which Alliant Energy Corporation files at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington D.C., and at regional SEC offices in Chicago, Illinois and New York, New York. You can call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You can also find Alliant Energy Corporation's public filings with the SEC on the internet at a website maintained by the SEC located at http://www.sec.gov. We are "incorporating by reference" specified documents that Alliant Energy Corporation files with the SEC, which contain important business and financial information not included in or delivered with this prospectus. "Incorporating by reference" means: - incorporated documents are considered part of this prospectus; - we are disclosing important information to you by referring you to those documents; and - information Alliant Energy Corporation files with the SEC will automatically update and supersede information contained in this offering memorandum. We incorporate by reference the documents we list below and any future filings Alliant Energy Corporation makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before the end of the exchange offer: - Alliant Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1998, as amended by Alliant Energy Corporation's Form 10-K/A filed November 1, 1999; - Alliant Energy Corporation's Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, each as amended by Alliant Energy Corporation's Form 10-Q/As filed on November 1, 1999, and Alliant Energy Corporation's Report on Form 10-Q for the quarter ended September 30, 1999; and - Alliant Energy Corporation's Current Reports on Form 8-K, both dated January 20, 1999. YOU MAY REQUEST A COPY OF ANY OF THESE FILINGS (INCLUDING EXHIBITS), AT NO COST, BY WRITING TO EDWARD M. GLEASON, VICE PRESIDENT-TREASURER AND CORPORATE SECRETARY, ALLIANT ENERGY CORPORATION, 222 WEST WASHINGTON AVENUE, MADISON, WISCONSIN 53703, OR BY CALLING MR. GLEASON AT (608) 252-3311. TO OBTAIN 3 5 TIMELY DELIVERY OF ANY OF THIS INFORMATION, YOU MUST MAKE YOUR REQUEST AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER. THE DATE BY WHICH YOU MUST MAKE YOUR REQUEST IS , 2000. You should rely only on the information contained or incorporated by reference in this document or to which we have referred you. We have not authorized any other person to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should assume that the information contained or incorporated by reference in this document is accurate as of the date on the front cover of the prospectus only. Our and Alliant Energy Corporation's business, financial condition, results of operations and prospects may have changed since that date. FORWARD-LOOKING STATEMENTS This prospectus (including the information we incorporate by reference) contains forward-looking statements that are not of historical fact and are statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. From time to time, we or Alliant Energy Corporation may make other forward-looking statements within the meaning of the federal securities laws that involve judgments, assumptions and other uncertainties beyond our control. These forward-looking statements may include, among others, statements concerning revenue and cost trends, cost recovery, cost reduction strategies and anticipated outcomes, pricing strategies, changes in the utility industry, planned capital expenditures, financing needs and availability, statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar comments concerning matters that are not historical facts. You are cautioned that these statements are not a guarantee of future performance and that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Some, but not all, of the risks and uncertainties include: - weather effects on sales and revenues, - competitive factors, - general economic conditions in the relevant service territory, - federal and state regulatory or government actions, including the deregulation of the utility industry, - unanticipated construction and acquisition expenditures, - issues related to stranded costs and their recovery, - the operations of Alliant Energy Corporation's nuclear facilities, - unanticipated issues or costs associated with achieving Year 2000 compliance, - unanticipated costs associated with certain environmental remediation efforts being undertaken by Alliant Energy Corporation, - material changes in the value of our investment in McLeodUSA Incorporated, - technological developments, - employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages, - political, legal and economic conditions in foreign countries Alliant Energy Corporation has investments in, and - changes in the rate of inflation. ---------------------- In this prospectus, "we," "us" and "our" refer to Alliant Energy Resources, Inc. 4 6 PROSPECTUS SUMMARY The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes the specific terms of the new senior notes we are offering, as well as information regarding our business. We encourage you to read this prospectus in its entirety. ALLIANT ENERGY RESOURCES, INC. OVERVIEW We are a wholly-owned subsidiary of Alliant Energy Corporation, which is a registered public utility holding company. We manage a portfolio of companies involved in non-regulated businesses. These businesses include providing energy and environmental services, energy generation and infrastructure in growing domestic and international markets, products and services to meet the needs of residential and small commercial customers, electricity marketing and risk management services to wholesale customers, transportation services, and financing for affordable housing developments. Our primary subsidiaries include Alliant Energy Investments, Inc.; Alliant Energy International, Inc.; and Alliant Energy Industrial Services, Inc. Alliant Energy Corporation also has a 50% ownership interest in a joint venture with Cargill Incorporated, named Cargill-Alliant LLC. Set forth below is a condensed organization chart that reflects how our and Alliant Energy Corporation's businesses and investments are managed: [FLOW CHART] Our principal executive offices are located at Alliant Tower, 200 First Street SE, Cedar Rapids, Iowa 52401, telephone number (319) 398-4411. STRATEGY As competitive forces shape the energy-services industry, energy providers are being challenged to increase growth and profits. Because we expect consumption of electricity and natural gas to grow only modestly within Alliant Energy Corporation's domestic utility service territory, we have entered several energy-services markets that we expect will provide opportunities for new sources of growth. We have 5 7 established new distinct platforms to complement our existing non-regulated investments, which are designed to meet customer needs. These platforms and existing investments include: - Investments: Our existing investments include an oil and gas production company, a short-line railroad, a barge company, an affordable housing company, various real estate joint ventures and an equity stake in an independent telecommunications provider. - International: We are a partner in developing, or are seeking to develop, energy generation and infrastructure in New Zealand, Australia, China, Mexico and Brazil, markets which we have selected because of their growth potential. - Industrial Services: We are a provider of energy and environmental services designed to maximize productivity for industrial and large commercial customers. - Cargill-Alliant: Alliant Energy Corporation has an energy-trading joint venture with Cargill Incorporated, one of the world's largest and most established commodity trading firms, that combines the risk-management and commodity trading expertise of Cargill with Alliant Energy Corporation's low-cost electricity generation and transmission business experience. - Mass Markets: We are a provider of a growing array of products and services designed to meet the comfort, security and productivity needs of residential and small commercial customers. ALLIANT ENERGY CORPORATION Alliant Energy Corporation was formed as a result of a three-way merger involving WPL Holdings, Inc., IES Industries Inc. and Interstate Power Company. The merger was completed in April 1998. The first tier subsidiaries of Alliant Energy Corporation include Wisconsin Power and Light Company, IES Utilities Inc., Interstate Power Company, Alliant Energy Resources, Inc. and Alliant Energy Corporate Services, Inc. Alliant Energy Corporation, through its public utility operating companies, Wisconsin Power and Light Company, IES Utilities Inc. and Interstate Power Company, is engaged principally in: - the generation, transmission, distribution and sale of electric energy; - the purchase, distribution, transportation and sale of natural gas; and - the provision of water and steam services in selected markets. The principal markets of Alliant Energy Corporation's utility operating subsidiaries are located in Iowa, Wisconsin, Minnesota and Illinois. Alliant Energy Corporation is also involved in several non-regulated and non-utility activities through our company. Alliant Energy Corporation, a public utility holding company incorporated in Wisconsin in 1981, has its principal executive offices located at 222 West Washington Avenue, Madison, Wisconsin 53703, telephone number (608) 252-3311. THE EXCHANGE OFFER Existing Senior Notes...... We sold $250,000,000 of our 7 3/8% Senior Notes due 2009, which are unconditionally guaranteed by Alliant Energy Corporation, to the initial purchasers on November 9, 1999. The initial purchasers resold those senior notes (the "existing senior notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. Registration Rights Agreement.................. When we sold the existing senior notes we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide to you and all other holders of these existing senior notes the opportunity to exchange your unregistered 6 8 existing senior notes for a new series of substantially identical new senior notes that we have registered under the Securities Act. This exchange offer is being made for that purpose. New Senior Notes........... We are offering registered 7 3/8% Senior Notes due 2009, which are unconditionally guaranteed by Alliant Energy Corporation (the "new senior notes"), in exchange for your existing senior notes. The terms of the new senior notes and the existing senior notes are substantially identical except: - the new senior notes will be issued in a transaction that will have been registered under the Securities Act; - the new senior notes will not contain securities law restrictions on transfer; and - the new senior notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer. The Exchange Offer......... We are offering to exchange $1,000 principal amount of the new senior notes for each $1,000 principal amount of your existing senior notes. As of the date of this prospectus, $250,000,000 aggregate principal amount of the existing senior notes are outstanding. For procedures for tendering, see "The Exchange Offer -- Procedures for Tendering Existing Senior Notes" Expiration Date............ This exchange offer will expire at 5:00 p.m., New York City time, on , 2000, unless we extend it. Resales of New Senior Notes...................... We believe that you may resell or otherwise transfer the new senior notes received in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act so long as you are not a broker-dealer and you meet the following conditions: - you are not our "affiliate" within the meaning of Rule 405 under the Securities Act; - you acquire the new senior notes issued in the exchange offer in the ordinary course of your business; and - you have no arrangement or understanding with any person to participate in the distribution of the new senior notes. By signing the letter of transmittal and tendering your existing senior notes, you will be making representations to this effect. You may incur liability under the Securities Act if: - any of the representations listed above are not true; and - you transfer any new senior note issued to you in the exchange offer without either delivering a prospectus meeting the requirements of the Securities Act or qualifying for an exemption from the registration requirements under the Securities Act. We do not assume or indemnify you against liability under these circumstances, which means that we will not protect you against any loss incurred as a result of this liability under the Securities Act. 7 9 Each broker-dealer that has received new senior notes for its own account in exchange for existing senior notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new senior notes. A broker-dealer generally may use this prospectus in connection with any such resale. See "The Exchange Offer -- Resales of New Senior Notes." Acceptance of Existing Senior Notes and Delivery of New Senior Notes...... We will accept for exchange any and all existing senior notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The new senior notes will be delivered promptly following the exchange offer. Withdrawal Rights.......... You may withdraw your tender of existing senior notes at any time before the exchange offer expires. Conditions of the Exchange Offer...................... The exchange offer is subject to certain conditions, which we may waive. Consequences of Failure to Exchange................. If you are eligible to participate in the exchange offer and you do not tender your existing senior notes, then you will not have further exchange or registration rights and you will continue to hold existing senior notes subject to restrictions on transfer. Federal Income Tax Consequences............. The exchange of an existing senior note for a new senior note will not be taxable to a United States holder for federal income tax purposes. Consequently, you will not recognize any gain or loss upon receipt of the new senior notes. See "United States Federal Income Tax Consequences." Use of Proceeds............ We will not receive any proceeds from the exchange offer. Accounting Treatment....... We will not recognize any gain or loss on the exchange of senior notes. See "The Exchange Offer -- Accounting Treatment." Exchange Agent............. Firstar Bank, N.A. is the exchange agent. See "The Exchange Offer -- Exchange Agent." THE NEW SENIOR NOTES The new senior notes will evidence the same debt as the existing senior notes and will be governed by the same indenture, as supplemented, under which the existing senior notes were issued. TERMS OF THE NEW SENIOR NOTES Aggregate Principal Amount..................... Up to $250,000,000. Interest Rate.............. 7 3/8% per year. Maturity Date.............. November 9, 2009. Interest Payment Dates..... May 9 and November 9 of each year, beginning May 9, 2000. 8 10 Interest Calculations...... Based on a 360-day year of twelve 30-day months. Parent Company Guarantee... Our parent, Alliant Energy Corporation, will unconditionally guarantee the new senior notes. The guarantee will be equal in right of payment with all other unsecured indebtedness and guarantees issued by our parent. Ranking.................... The new senior notes will rank equally with all of our other unsecured and unsubordinated indebtedness. Optional Redemption........ The new senior notes will be redeemable in whole or in part at our option at any time, on at least 30 days' but not more than 60 days' prior written notice at a price equal to the greater of (a) 100% of the principal amount of the new senior notes being redeemed and (b) the sum of the present values of the principal amount of the new senior notes to be redeemed and the remaining scheduled payments of interest on the new 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 (as defined under "Description of the New Senior Notes -- Optional Redemption") plus 20 basis points, plus accrued interest on the senior notes to the redemption date. See "Description of the New Senior Notes -- Optional Redemption." Sinking Fund............... None. Form and Denominations..... The new senior notes initially will be issued in fully registered book-entry form and will be represented by one or more registered global securities deposited with or on behalf of, and registered in the name of, a nominee of The Depository Trust Company. The new senior notes will be issued in denominations of $1,000 and integral multiples thereof. Absence of Market for the Notes...................... The new senior notes are a new issue of securities with no established trading market. We currently have no intention to apply to list the new senior notes on any securities exchange or to seek their admission to trading on any automated quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the new senior notes. GENERAL INDENTURE PROVISIONS APPLICABLE TO THE NEW SENIOR NOTES No Limit on Debt........... The indenture governing the new senior notes does not limit the amount of debt that we may issue or provide holders any protection should we be involved in a highly leveraged transaction. Certain Covenants.......... The indenture contains covenants that, among other things, will limit our ability and that of our subsidiaries and, for some limited matters, Alliant Energy Corporation to: - issue, assume or guarantee certain additional secured indebtedness; - engage in sale and lease-back transactions; and - consolidate or merge. 9 11 These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of the New Senior Notes -- Covenants" in this prospectus. Events of Default.......... Each of the following is an event of default under the indenture: - the failure by us or Alliant Energy Corporation to pay principal of or premium, if any, on the senior notes when due; - the failure by us or Alliant Energy Corporation for 30 days to pay interest when due on the senior notes; - the failure by us or Alliant Energy Corporation to perform other covenants with respect to the senior notes following 90 days after receipt of notice of failure; and - certain events of bankruptcy, insolvency or reorganization of us or Alliant Energy Corporation. These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of the New Senior Notes -- Events of Default" in this prospectus. Remedies................... If any event of default occurs and is continuing, the trustee under the indenture or holders of at least 25% in aggregate principal amount of outstanding senior notes may declare the principal thereof immediately due and payable. Other...................... The new senior notes and the existing senior notes will vote together as a single class for purposes of determining whether the holders of the requisite percentage in outstanding principal amount have taken certain actions or exercised certain rights under the indenture. 10 12 SUMMARY FINANCIAL INFORMATION ALLIANT ENERGY RESOURCES, INC. The following table sets forth our unaudited summary consolidated financial information. The information set forth below was derived from Alliant Energy Corporation's financial statements and notes. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the nine months ended September 30, 1999 are not necessarily indicative of results to be expected for the full fiscal year.
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, -------------------- -------------------------------- 1999 1998 1998 1997 1996 -------- -------- -------- -------- -------- (IN THOUSANDS) INCOME STATEMENT DATA: Operating revenues........................ $202,863 $177,269 $238,676 $361,961 $393,963 Operating income (loss)................... 296 (5,533) (8,608) (6,818) (6,666) Income (loss) from continuing operations before discontinued operations.......... 27,013(1) (8,142) (8,898) (3,966) (1,851) Net income (loss)......................... 27,013(1) (8,142) (8,898) (3,966) (3,148)
SEPTEMBER 30, DECEMBER 31, ---------------------- -------------------- 1999 1998 1998 1997 ---------- -------- -------- -------- (IN THOUSANDS) BALANCE SHEET DATA: Current assets..................................... $ 104,745 $ 87,994 $ 92,148 $ 92,703 Non-current assets(2).............................. 1,381,858 662,116 777,113 745,801 Current liabilities................................ 52,605 53,402 63,648 101,399 Non-current liabilities (excludes minority interest)........................................ 370,508 108,372 160,278 153,872 Minority interest(3)............................... 7,138 6,633 6,193 5,446
- --------------- (1) Includes after-tax gains of $21 million from the sale of a portion of our investment in McLeodUSA Incorporated. (2) Includes the market value of McLeodUSA Incorporated of $818 million at September 30, 1999, $223 million at September 30, 1998, $320 million at December 31, 1998 and $328 million at December 31, 1997. (3) Minority interest represents primarily real estate joint ventures. 11 13 ALLIANT ENERGY CORPORATION The following table sets forth selected consolidated financial information of Alliant Energy Corporation. The information set forth below was selected or derived from the financial statements and notes of Alliant Energy Corporation. The unaudited interim period financial information, in the opinion of Alliant Energy Corporation, includes all adjustments, which are normal and recurring in nature, necessary for a fair presentation for the periods shown. Results for the nine months ended September 30, 1999 are not necessarily indicative of results to be expected for the full fiscal year. The information set forth below is qualified in its entirety by and should be read in conjunction with the Alliant Energy Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations and the detailed information and consolidated financial statements, including the notes thereto, incorporated by reference in this prospectus. See "Where You Can Find More Information."
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ----------------------- -------------------------------------------------------------- 1999 1998 1998(1) 1997 1996 1995 1994 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA) INCOME STATEMENT DATA: Operating revenues.... $1,631,305 $1,602,608 $2,130,874 $2,300,627 $2,232,840 $1,976,807 $1,889,231 Operating income...... 284,046 228,704 283,302 336,383 365,439 364,932 313,508 Income from continuing operations.......... 151,784 71,481 96,675 144,578 157,088 159,157 147,064 Net income............ 151,784 71,481 96,675 144,578 155,791 145,971 145,890 PER SHARE DATA: Income from continuing operations.......... $1.94 $0.93 $1.26 $1.90 $2.08 $2.13 $1.99 Earnings per average common share (basic and diluted)........ $1.94 $0.93 $1.26 $1.90 $2.06 $1.95 $1.98 Dividends declared per common share(2)..... $1.50 $1.50 $2.00 $2.00 $1.97 $1.94 $1.92 BALANCE SHEET DATA: Total assets.......... $5,597,245 $4,710,128 $4,959,337 $4,923,550 $4,639,826 $4,476,406 $4,269,637 Long-term obligations, net................. $1,744,687 $1,664,665 $1,713,649 $1,604,305 $1,444,355 $1,357,755 $1,358,258 RATIO OF EARNINGS TO FIXED CHARGES....... 3.34 2.28 2.17 2.77 3.21 3.17 3.17
- --------------- (1) The 1998 financial results reflect the recording of $54 million of pre-tax merger charges. (2) Represents data for WPL Holdings, Inc. prior to the three-way merger involving WPL Holdings, Inc., IES Industries Inc. and Interstate Power Company in April 1998. 12 14 USE OF PROCEEDS This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the existing senior notes. We will not receive any cash proceeds from the issuance of the new senior notes. The net proceeds from the sale of the existing senior notes were approximately $247 million. We added the net proceeds from the sale of the existing senior notes to our general funds. We expect to use our general funds to repay commercial paper we issued in connection with the development and acquisition of non-regulated businesses as it becomes due. To the extent we do not use the net proceeds for repayment of commercial paper, we may also use the net proceeds to fund our existing operations, including potential acquisitions. We invested general funds not immediately used for these purposes or other purposes in short-term instruments. At September 30, 1999, we had $329.5 million of commercial paper outstanding and backed by our 3-Year Credit Agreement, with a weighted-average maturity of 24.3 days and a weighted-average interest rate of 5.54%. CAPITALIZATION The following table sets forth the consolidated capitalization of Alliant Energy Corporation (including us) as of September 30, 1999, and as adjusted to give effect to the sale of the existing senior notes.
SEPTEMBER 30, 1999 ------------------------ ACTUAL ADJUSTED ---------- ---------- (IN THOUSANDS) Common stock................................................ $ 787 $ 787 Additional paid-in capital.................................. 934,373 934,373 Retained earnings........................................... 572,035 572,035 Accumulated other comprehensive income...................... 475,625 475,625 ---------- ---------- Total common equity....................................... 1,982,820 1,982,820 ---------- ---------- Cumulative preferred stock of subsidiaries.................. 113,604 113,604 Long-term debt (excluding current portion).................. 1,569,531 1,819,531 ---------- ---------- Total capitalization...................................... $3,665,955 $3,915,955 ========== ==========
13 15 BUSINESS OVERVIEW We are a wholly-owned subsidiary of Alliant Energy Corporation, which is a registered public utility holding company. We manage a portfolio of companies involved in non-regulated businesses. These businesses include providing energy and environmental services, energy generation and infrastructure in growing domestic and international markets, products and services to meet the needs of residential and small commercial customers, electricity marketing and risk management services to wholesale customers, transportation services, and financing for affordable housing developments. Our primary subsidiaries include Alliant Energy Investments, Inc.; Alliant Energy International, Inc.; and Alliant Energy Industrial Services, Inc. Alliant Energy Corporation also has a 50% ownership interest in a joint venture with Cargill Incorporated, named Cargill-Alliant LLC. We were incorporated in Wisconsin in 1988 as Heartland Development Corporation, a subsidiary of WPL Holdings, Inc. As part of a three-way merger involving our parent in April 1998, we merged with IES Diversified Inc., the holding company for the non-regulated businesses of the former IES Industries Inc., to form Alliant Energy Resources, Inc. Our principal executive offices are located at Alliant Tower, 200 First Street SE, Cedar Rapids, Iowa 52401, telephone number (319) 398-4411. STRATEGY As competitive forces shape the energy-services industry, energy providers are being challenged to increase growth and profits. Because we expect consumption of electricity and natural gas to grow only modestly within Alliant Energy Corporation's domestic utility service territory, we have entered several energy-services markets that we expect will provide opportunities for new sources of growth. We have established new distinct platforms to complement our existing non-regulated investments, which are designed to meet customer needs. These platforms and existing investments include: - Investments: Our existing investments include an oil and gas production company, a short-line railroad, a barge company, an affordable housing company, various real estate joint ventures and an equity stake in an independent telecommunications provider. - International: We are a partner in developing, or are seeking to develop, energy generation and infrastructure in New Zealand, Australia, China, Mexico and Brazil, markets which we have selected because of their growth potential. We continued our expansion in 1998 by making a strategic investment in Peak Pacific Investment Company PTE Ltd., an energy development firm based in Singapore and active in China. Peak Pacific broke ground on a new power plant in 1999 near Zhengding. We are similarly seeking to expand our New Zealand presence and have recently entered the Australian energy market. We are also seeking opportunities in the South American energy marketplace. - Industrial Services: We are a provider of energy and environmental services designed to maximize productivity for industrial and large commercial customers. We created Alliant Energy Industrial Services in 1998 by combining two new units -- Energy Planning and Energy Management -- with two established businesses: Energy Applications, which provides facilities-based and commodities-based energy solutions; and RMT, Inc., an environmental-management and engineering firm with offices throughout the United States and the United Kingdom. We believe these four components comprise an industrial services company with expertise that customers find valuable. - Cargill-Alliant: Alliant Energy Corporation has an energy-trading joint venture with Cargill Incorporated, one of the world's largest and most established commodity trading firms, that combines the risk-management and commodity trading expertise of Cargill with Alliant Energy Corporation's low-cost electricity generation and transmission business experience. Cargill-Alliant LLC officially began operations in 1997 and has an initial term through October 2002. 14 16 - Mass Markets: We are a provider of a growing array of products and services designed to meet the comfort, security and productivity needs of residential and small commercial customers. We continue to pursue opportunities in a growing residential and small commercial marketplace. PRINCIPAL OPERATIONS We conduct our operations through our principal subsidiaries and investments, which are engaged in the businesses described below: Investments: Our subsidiaries and investments include Whiting Petroleum Corporation, Alliant Energy Transportation, Inc. and Alliant Energy Investments, Inc., which is a holding company whose primary subsidiaries include Heartland Properties, Inc. and Capital Square Financial Corporation and which holds an equity stake in McLeodUSA Incorporated. Alliant Energy Investments also has direct and indirect equity interests in various real estate and economic development ventures, primarily concentrated in Iowa. - Whiting Petroleum is based in Denver, Colorado and was organized to purchase, develop and produce crude oil and natural gas. Whiting Petroleum's construction and acquisition expenditures were approximately $60 million in 1998 and are anticipated to be approximately $35 million in 1999. - Alliant Energy Transportation is a holding company whose equity investments total $20 million as of September 30, 1999 and include the Cedar Rapids and Iowa City Railway Company, a short-line railway, which renders freight service between Cedar Rapids and Iowa City, Transfer Services, Inc., which provides transloading and storage services, and a 75% equity investment in IEI Barge Services Inc., which provides barge terminal and hauling services on the Mississippi River. - Heartland Properties, formed in 1988, is responsible for performing asset management and facilitating the development and financing of high quality, affordable housing in Wisconsin and the Midwest. Heartland Properties has a majority ownership interest in 60 properties. - Capital Square was incorporated in 1992 to provide mortgage banking services to facilitate Heartland Properties' development and financing efforts in the affordable housing market. - We also hold an equity interest of approximately 11% in McLeodUSA Incorporated. McLeodUSA is an independent telecommunications provider based in Cedar Rapids, Iowa. Our investment in McLeodUSA had a market value of approximately $818 million as of September 30, 1999 (based on a closing price of $42.5625 per share and compared to a cost basis of approximately $30 million). Alliant Energy Investments is a party to a stockholders' agreement that provides, subject to certain exceptions, that it may not sell any equity securities of McLeodUSA until December 31, 2001 without the consent of the Board of Directors of McLeodUSA. International: Our international operations include Alliant Energy International, Inc., a holding company whose primary investments include Alliant International New Zealand Limited, Alliant Energy Australia Pty Ltd., Interstate Energy Corporation Pte. Ltd., Grandelight Holdings Ltd., Alliant Energy de Mexico L.L.C. and Alliant Energy Brazil, Inc. - Alliant International New Zealand has made equity investments in several New Zealand utility entities since 1995, which totaled $111 million as of September 30, 1999. As a result of electricity reforms since 1995, several utility companies exited generation and retail businesses. As part of its strategy to enter the generation and retail markets, Alliant International New Zealand sold all of its interest in Central Power Limited and a portion of its interest in Powerco Limited, each of which were electricity distribution companies. Alliant International New Zealand has a 10% interest in Infrastructure and Utilities NZ Ltd ("Infratil NZ"), a holding company for infrastructure and utility businesses in New Zealand. Together with Infratil NZ, Alliant International New Zealand intends to increase its interest in TrustPower, an electricity generation and retail company, from the current level of 41%. 15 17 - In October 1999, Alliant Energy Australia acquired a 10% equity interest in Infratil Australia Limited, a holding company for infrastructure and utility businesses in Australia. Alliant Energy Australia expects to close on the acquisition of a 22% equity interest in Southern Hydro, a hydro-electricity generation business, in late December 1999. - As of September 30, 1999, Alliant Energy International has invested $61 million in investments in China, which consist of an equity investment of $26 million in two individual cogeneration facilities in China and an equity investment of $35 million in Peak Pacific Investment Company PTE Ltd. Peak Pacific was formed to develop investment opportunities in generation infrastructure projects in China. In addition, we have commitments of an additional $12 million to invest in China as of September 30, 1999. - Alliant Energy de Mexico owns two subsidiaries incorporated in Mexico that have entered into agreements to operate the electrical distribution facilities serving a resort community known as Laguna del Mar, located in Puerto Penasco, Sonora, Mexico. As of September 30, 1999, Alliant Energy International's investment consisted of $9 million in secured debentures of Laguna del Mar. - Alliant Energy Brazil was formed for the purposes of making investments in Brazil. Several opportunities have arisen as a result of the Brazilian government's privatization of the electricity sector. Alliant Energy Brazil continues to examine opportunities in electricity generation and distribution arising as a result of the privatization. Industrial Services: Our industrial services include Alliant Energy Industrial Services, Inc., a holding company whose primary wholly-owned subsidiaries include Industrial Energy Applications, Inc. and RMT, Inc. - Industrial Energy Applications offers to its customers commodities-based energy services, such as supplying natural gas and electricity, and facilities-based energy services, including standby generation, cogeneration, steam production and propane air systems. It also provides energy consulting services for customers and owns two oil and natural gas gathering systems in Texas. - RMT is a Madison, Wisconsin-based environmental and engineering consulting company that serves clients nationwide in a variety of industrial market segments. The most significant of these markets are chemical companies, pulp and paper processors, oil and gas providers, foundries and other manufacturers. RMT specializes in consulting on solid and hazardous waste management, ground water quality protection, industrial design and hygiene engineering, and air and water pollution control. 16 18 MANAGEMENT The following table sets forth information as of September 30, 1999, concerning our executive officers and directors. Except as otherwise indicated, each executive officer and director has been engaged in his or her present office or occupation for at least the past five years.
NAME AGE TITLE - ---- --- ----- Erroll B. Davis, Jr....................... 55 Chief Executive Officer and Director James E. Hoffman.......................... 46 President Thomas L. Aller........................... 50 Vice President -- Alliant Energy Investments Charles Castine........................... 50 Vice President -- Industrial Services John K. Peterson.......................... 47 Vice President -- International John E. Ebright........................... 56 Vice President -- Controller Edward M. Gleason......................... 59 Vice President -- Treasurer and Corporate Secretary Linda J. Wentzel.......................... 51 Assistant Corporate Secretary Enrique Bacalao........................... 50 Assistant Treasurer Steven F. Price........................... 47 Assistant Treasurer Robert A. Rusch........................... 37 Assistant Treasurer Daniel L. Siegfried....................... 39 Assistant Corporate Secretary Alan B. Arends............................ 66 Director Rockne G. Flowers......................... 68 Director Joyce L. Hanes............................ 67 Director Lee Liu................................... 66 Director Katherine C. Lyall........................ 58 Director Arnold M. Nemirow......................... 56 Director Milton E. Neshek.......................... 69 Director Jack R. Newman............................ 66 Director Judith D. Pyle............................ 56 Director Robert D. Ray............................. 71 Director Robert W. Schlutz......................... 64 Director Wayne H. Stoppelmoor...................... 65 Director Anthony R. Weiler......................... 63 Director
Erroll B. Davis, Jr. has served as Chief Executive Officer since 1990 and has been a director since 1988. Mr. Davis also has served as President and Chief Executive Officer of Alliant Energy Corporation since 1990. James E. Hoffman was elected President in April 1998. Mr. Hoffman also was elected Executive Vice President-Business Development of Alliant Energy Corporation effective April 1998. Previously, he served as Executive Vice President since 1996 at IES Utilities Inc. and Executive Vice President-Customer Service & Energy Delivery from 1995 to 1997 at IES Utilities Inc. Prior to that time, he was Chief Information Officer from 1990 to 1995 at MCI Communications. Thomas L. Aller was elected Vice President-Alliant Energy Investments in 1998. From 1993 to 1998, Mr. Aller served as Vice President-Real Estate, IES Investments, Inc. Prior to that time, he served as Executive Vice President, 2001 Development Corporation beginning in 1988, and was Executive Assistant to the Mayor and City Council of Cedar Rapids from 1972 to 1988. Charles Castine was elected Vice President-Industrial Services in 1998. From 1994 to 1998, Mr. Castine served as Vice President, Consumer Service Division, GE Appliance Business. Prior to that time, he served with General Electric Power Generation in various capacities. John K. Peterson was elected Vice President-International effective July 1998. From 1994 to 1998, Mr. Peterson served as Vice President, Latin America, Pacific Enterprises International and, from 1993 to 17 19 1994, he served as Manager, Corporate and Strategic Planning at the same firm. Prior to that, he served in a number of management assignments with Southern California Gas Company. John E. Ebright was elected Vice President-Controller effective April 1998. From 1996 to 1998, Mr. Ebright served as Controller and Chief Accounting Officer at IES Industries Inc. and IES Utilities Inc. Prior to that time, he was Vice President and Controller from 1987 to 1996 at MidCon Corp., a subsidiary of Occidental Petroleum Corporation. Mr. Ebright is also an officer of Alliant Energy Corporation, IES Utilities Inc. and Wisconsin Power and Light Company. Edward M. Gleason was elected Vice President-Treasurer and Corporate Secretary in 1993. Mr. Gleason has served as Vice President-Treasurer and Corporate Secretary of Alliant Energy Corporation since 1993. He also has served as Treasurer and Corporate Secretary of Wisconsin Power and Light Company since 1996 and Corporate Secretary of Wisconsin Power and Light Company from 1993 to 1996. Linda J. Wentzel was appointed Assistant Corporate Secretary effective May 1998. Ms. Wentzel has served as Assistant Corporate Secretary of Alliant Energy Corporation since May 1998. From 1995 to 1998, Ms. Wentzel served as Executive Administrative Assistant and, from 1992 to 1995, she served as Administrative Assistant at Alliant Energy Corporation. Ms. Wentzel is also an officer of IES Utilities Inc. and Wisconsin Power and Light Company. Enrique Bacalao was appointed Assistant Treasurer effective November 1998. From 1995 to 1998, Mr. Bacalao was Vice President, Corporate Banking at the Chicago Branch, and, from 1993 to 1995, he served as Manager and Head of the Customer Dealing Group at the London Branch of The Industrial Bank of Japan, Limited. Mr. Bacalao is also an officer of Alliant Energy Corporation, IES Utilities Inc. and Wisconsin Power and Light Company. Steven F. Price was elected Assistant Treasurer effective April 1998. Prior to that time, Mr. Price served as Assistant Corporate Secretary of Alliant Energy Corporation and Wisconsin Power and Light Company and Assistant Treasurer of Alliant Energy Corporation. Mr. Price is also an officer of IES Utilities Inc. and Wisconsin Power and Light Company. Robert A. Rusch was elected Assistant Treasurer effective April 1998. Prior to that time, Mr. Rusch served as Assistant Treasurer of Wisconsin Power and Light Company from 1995 and Financial Analyst from 1989 to 1995 at Wisconsin Power and Light Company. Mr. Rusch is also an officer of IES Utilities Inc. and Wisconsin Power and Light Company. Daniel L. Siegfried was elected Assistant Corporate Secretary effective April 1998. Mr. Siegfried also serves as Senior Attorney for Alliant Energy Corporation. From 1992 to 1998, he served as Senior Environmental Counsel at IES Industries Inc. Alan B. Arends has served as a director since April 1998. Mr. Arends founded Alliance Benefit Group Financial Services Corp., an employee benefits company, in 1983 and is currently its Chairman. Rockne G. Flowers has served as a director since 1988. Mr. Flowers is Chairman of Nelson Industries, Inc., a muffler, filter, industrial silencer and active sound and vibration control technology and manufacturing firm. Joyce L. Hanes has served as a director since April 1998. Ms. Hanes has been the Chairman of Midwest Wholesale, Inc., a products wholesaler, since 1997 and a director of that company since 1970. Lee Liu has served as a director of our company since April 1998. He was elected a director and Chairman of the Board of Alliant Energy Corporation in April 1998. Prior to that time, Mr. Liu was Chairman of the Board and Chief Executive Officer of IES Industries Inc. and IES Utilities Inc. Katherine C. Lyall has served as a director since 1994. Ms. Lyall has served as President of the University of Wisconsin System since April 1992. 18 20 Arnold M. Nemirow has served as a director since 1991. Mr. Nemirow is Chairman, President and Chief Executive Officer of Bowater Incorporated, a pulp and paper manufacturer. Mr. Nemirow served as President, Chief Executive Officer and director of Wausau Paper Mills Company, a pulp and paper manufacturer, from 1990 until joining Bowater Incorporated in September 1994. Milton E. Neshek has served as a director since 1988. Mr. Neshek serves as General Counsel and as a director of Kikkoman Foods, Inc., a food products manufacturer. Jack R. Newman has served as a director since April 1998. Mr. Newman is a partner of Morgan, Lewis & Bockius, an international law firm based in Washington, D.C. Prior to January 1994, he was a partner in the law firms of Newman & Holtzinger and Newman, Bouknight and Edgar. Judith D. Pyle has served as a director since 1992. Ms. Pyle is Vice Chair of the Pyle Group, a financial services company. Prior to assuming her current position, Ms. Pyle served as Vice Chair and Senior Vice President of Corporate Marketing of Rayovac Corporation, a battery and lighting products manufacturer. Robert D. Ray has served as a director since April 1998. Mr. Ray has served as President of Drake University since 1998. He served as President and Chief Executive Officer of Life Investors Insurance Co. (AEGON USA) from 1983 to 1989 and President of Blue Cross/Blue Shield (Wellmark) from 1989 until his retirement in 1996. Prior to that time, Mr. Ray served as Governor of the State of Iowa for fourteen years. Robert W. Schlutz has served as a director since April 1998. Mr. Schlutz is President of Schlutz Enterprises, a diversified farming and retailing business. Wayne H. Stoppelmoor has served as a director since April 1998. Mr. Stoppelmoor has also served as Vice Chairman of the Board of Alliant Energy Corporation since April 1998. Prior to that time, Mr. Stoppelmoor served as Chairman, President and Chief Executive Officer of Interstate Power Company. He retired as President of Interstate Power Company in 1996 and as Chief Executive Officer in 1997. Anthony R. Weiler has served as a director since April 1998. Mr. Weiler has been Senior Vice President of Heilig-Meyers Company, a national furniture retailer, since 1995. He was previously Chairman and Chief Executive Officer of Chittenden & Eastman Company, a national manufacturer of mattresses. All of our directors also serve as directors of Alliant Energy Corporation, IES Utilities Inc., Interstate Power Company and Wisconsin Power and Light Company. Messrs. Liu and Davis have employment agreements and Mr. Stoppelmoor has a consulting agreement with Alliant Energy Corporation pursuant to which their terms of office are established. All of our other executive officers have no definite terms of office and serve at the pleasure of our Board of Directors. None of our executive officers or directors are related to any other executive officers or directors. 19 21 DESCRIPTION OF OUTSTANDING INDEBTEDNESS The following is information concerning our indebtedness other than the existing senior notes. We are a party to a 3-Year Credit Agreement with various banking institutions. This agreement extends through October 2000, with one-year extensions available upon agreement by the parties. We also use unused borrowing availability under this agreement to support our commercial paper program. A combined maximum of $450 million of borrowings under this agreement and the commercial paper program may be outstanding at any time. Interest rates and maturities are set at the time of borrowing. The rates are based upon quoted market prices and the maturities are less than one year. At September 30, 1999, we had no direct borrowings and $329.5 million of commercial paper outstanding and backed by this facility, with interest rates ranging from 5.42% to 5.70% and maturities ranging from 7 to 52 days. We intend to continue issuing commercial paper backed by this facility. No conditions existed at September 30, 1999 that would prevent the issuance of commercial paper or direct borrowings on our bank lines. We are also a party to a 364-Day Credit Agreement with various banking institutions. This agreement extends through October 16, 2000, with 364-day extensions available upon agreement by the parties. We also use the unborrowed portion of this agreement to support our commercial paper program. A combined maximum of $150 million of borrowings under this agreement and commercial paper backed by this facility may be outstanding at any one time. Interest rates and maturities are set at the time of borrowing. The rates are based upon quoted market prices and the maturities are less than one year. There were no borrowings under this facility and no commercial paper backed by this facility outstanding at September 30, 1999. At September 30, 1999, we had two interest rate swap agreements outstanding, each with a notional amount of $100 million. These agreements expire in April 2000, with the bank having a one-year renewal option under one of the agreements. We entered into these agreements to reduce the impact of changes in variable interest rates by converting variable rate borrowings into fixed rate borrowings. Accordingly, these agreements require us to pay a fixed rate and receive a variable rate. If we terminated the agreements at September 30, 1999, we would have had to make payments of approximately $228,125. 20 22 THE EXCHANGE OFFER PURPOSE AND EFFECT; REGISTRATION RIGHTS We sold the existing senior notes on November 9, 1999 in transactions exempt from the registration requirements of the Securities Act. Therefore, the existing senior notes are subject to significant restrictions on resale. In connection with the issuance of the existing senior notes, we entered into a registration rights agreement, which required that we and Alliant Energy Corporation: - file with the SEC a registration statement under the Securities Act relating to the exchange offer and the issuance and delivery of new senior notes in exchange for the existing senior notes; - use our reasonable best efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act; and - use our reasonable best efforts to consummate the exchange offer not later than 45 days following the effective date of the exchange offer registration statement. If you participate in the exchange offer, you will, with limited exceptions, receive new senior notes that are freely tradeable and not subject to restrictions on transfer. You should read this prospectus under the heading "-- Resales of New Senior Notes" for more information relating to your ability to transfer new senior notes. If you are eligible to participate in the exchange offer and do not tender your existing senior notes, you will continue to hold the untendered existing senior notes, which will continue to be subject to restrictions on transfer under the Securities Act. The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement that includes this prospectus. TERMS OF THE EXCHANGE OFFER We are offering to exchange $250,000,000 in aggregate principal amount of our 7 3/8% Senior Notes due 2009 that have been registered under the Securities Act for a like principal amount of our outstanding unregistered 7 3/8% Senior Notes due 2009. Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all existing senior notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of new senior notes in exchange for each $1,000 principal amount of outstanding existing senior notes we accept in the exchange offer. You may tender some or all of your existing senior notes under the exchange offer. However, the existing senior notes are issuable in authorized denominations of $1,000 and integral multiples thereof. Accordingly, existing senior notes may be tendered only in denominations of $1,000 and integral multiples thereof. The exchange offer is not conditioned upon any minimum amount of original notes being tendered. The form and terms of the new senior notes will be the same as the form and terms of the existing senior notes, except that: - the new senior notes will be registered with the SEC and thus will not be subject to the restrictions on transfer or bear legends restricting their transfer; - all of the new senior notes will be represented by global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under "Description of the New Senior Notes -- Book-Entry Procedures and Form;" and - the new senior notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer. 21 23 The new senior notes will evidence the same debt as the existing senior notes and will be issued under, and be entitled to the benefits of, the indenture, as supplemented, governing the existing senior notes. The new senior notes will accrue interest from the most recent date to which interest has been paid on the existing senior notes or, if no interest has been paid, from the date of issuance of the existing senior notes. Accordingly, registered holders of new senior notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the existing senior notes or, if no interest has been paid, from the date of issuance of the existing senior notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the existing senior notes on that record date. In connection with the exchange offer, you do not have any appraisal or dissenters' rights under the Wisconsin Business Corporation Law or the indenture, as supplemented. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations of the SEC. We will be deemed to have accepted validly tendered existing senior notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new senior notes from us. If we do not accept any tendered existing senior notes because of an invalid tender or for any other reason, we will return certificates for any unaccepted existing senior notes without expense to the tendering holder as promptly as practicable after the expiration date. EXPIRATION DATE; AMENDMENTS The exchange offer will expire at 5:00 p.m., New York City time, on , 2000, unless we, in our sole discretion, extend the exchange offer. If we determine to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion, to delay accepting any existing senior notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under "-- Conditions" have not been satisfied or waived by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. PROCEDURES FOR TENDERING EXISTING SENIOR NOTES Any tender of existing senior notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender existing senior notes in the exchange offer must do either of the following: - properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under "-- Exchange Agent" on or before the expiration date; or - if the existing senior notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent on or before the expiration date an agent's message. 22 24 In addition, one of the following must occur: - the exchange agent must receive certificates representing your existing senior notes, along with the letter of transmittal, on or before the expiration date; or - the exchange agent must receive a timely confirmation of book-entry transfer of the existing senior notes into the exchange agent's account at DTC under the procedure for book-entry transfers described below, along with the letter of transmittal or a properly transmitted agent's message, on or before the expiration date; or - the holder must comply with the guaranteed delivery procedures described below. The term "agent's message" means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant. The method of delivery of existing senior notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or existing senior notes to us. Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the existing senior notes are tendered: - by a registered holder of the existing senior notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or - for the account of an eligible institution. If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is: - a member of a registered national securities exchange; - a member of the National Association of Securities Dealers, Inc.; - a commercial bank or trust company having an office or correspondent in the United States; or - another "eligible institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act. If the letter of transmittal is signed by a person other than the registered holder of any outstanding existing senior notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the existing senior notes and an eligible institution must guarantee the signature on the power of attorney. If the letter of transmittal, or any existing senior notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act. If you wish to tender existing senior notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering existing senior notes, either register ownership of the existing senior notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. 23 25 We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of existing senior notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of existing senior notes not properly tendered or existing senior notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular existing senior notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of existing senior notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your existing senior notes. By tendering, you will represent to us that, among other things: - the new senior notes acquired in the exchange offer are being acquired in the ordinary course of business of the person receiving the new senior notes; - neither you nor any other person receiving your new senior notes has any arrangement or understanding with any person to participate in the distribution of the new senior notes; and - neither you nor any other person receiving your new senior notes is our "affiliate," as defined under Rule 405 of the Securities Act. If you or the person receiving your new senior notes is our "affiliate," as defined under Rule 405 of the Securities Act, or is participating in the exchange offer for the purpose of distributing the new senior notes, you or that other person cannot rely on the applicable interpretations of the staff of the SEC, cannot tender your existing senior notes in the exchange offer and must comply with the registration and prospectus delivery requirements of the Securities Act in any resale transaction. If you are a broker-dealer and you will receive new senior notes for your own account in exchange for the existing senior notes, where such existing senior notes were acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the new senior notes. ACCEPTANCE OF EXISTING SENIOR NOTES FOR EXCHANGE; DELIVERY OF NEW SENIOR NOTES Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all existing senior notes properly tendered and will issue the new senior notes promptly after acceptance of the existing senior notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered existing senior notes for exchange when, as and if we have given oral or written notice of that acceptance to the exchange agent. For each existing senior note accepted for exchange, you will receive a new senior note having a principal amount equal to that of the surrendered existing senior note. In all cases, we will issue new senior notes for existing senior notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives: - certificates for your existing senior notes or a timely confirmation of book-entry transfer of your existing senior notes into the exchange agent's account at DTC; and - a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message. If we do not accept any tendered existing senior notes for any reason set forth in the terms of the exchange offer or if you submit existing senior notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged existing senior notes without expense to you. In the case of existing senior notes tendered by book-entry transfer into the exchange agent's account at DTC 24 26 under the book-entry procedures described below, we will credit the non-exchanged existing senior notes to your account maintained with DTC. BOOK-ENTRY TRANSFER We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the existing senior notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC's system may make book-entry delivery of existing senior notes by causing DTC to transfer the existing senior notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of existing senior notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent's message instead of a letter of transmittal, and all other required documents at its address listed below under "-- Exchange Agent" on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures. GUARANTEED DELIVERY PROCEDURES If you wish to tender your existing senior notes and your existing senior notes are not immediately available, or you cannot deliver your existing senior notes, the letter of transmittal or any other required documents or comply with DTC's procedures for transfer before the expiration date, then you may participate in the exchange offer if: - the tender is made through an eligible institution; - before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing (a) the name and address of the holder and the principal amount of existing senior notes tendered, (b) a statement that the tender is being made thereby, and (c) a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the existing senior notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and - the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered existing senior notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date. WITHDRAWAL RIGHTS You may withdraw your tender of existing senior notes at any time before the exchange offer expires. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under "-- Exchange Agent." The notice of withdrawal must: - specify the name of the person who tendered the existing senior notes to be withdrawn; - identify the existing senior notes to be withdrawn, including the principal amount, or, in the case of existing senior notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and - if certificates for existing senior notes have been transmitted, specify the name in which those existing senior notes are registered if different from that of the withdrawing holder. If you have delivered or otherwise identified to the exchange agent the certificates for existing senior notes, then, before the release of such certificates, you must also submit the serial numbers of the 25 27 particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any existing senior notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any existing senior notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of existing senior notes tendered by book-entry transfer into the exchange agent's account at DTC, the existing senior notes will be credited to an account maintained with DTC for the existing senior notes. You may retender properly withdrawn existing senior notes by following one of the procedures described under "-- Procedures for Tendering Existing Senior Notes" at any time on or before the expiration date. CONDITIONS Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new senior notes for, any existing senior notes if: - the exchange offer, or the making of any exchange by a holder of existing senior notes, would violate any applicable law or applicable interpretation by the staff of the SEC; - any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or - at the time of the consummation of the exchange offer, the interest rate payable on the new senior notes would be greater than 300 basis points over the yield to maturity of a United States Treasury obligation with the same term as the new senior notes. The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time. EXCHANGE AGENT Firstar Bank, N.A. is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows: By Hand, Overnight Mail, Courier, or Registered or Certified Mail: Firstar Bank, N.A. 1555 North RiverCenter Drive Suite 301 Milwaukee, Wisconsin 53212 Attention: Ms. Pamela Warner By Facsimile: (414) 276-4226 Attention: Ms. Pamela Warner Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal. 26 28 FEES AND EXPENSES We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your senior notes, but we may require you to pay any transfer or similar government taxes in certain circumstances. TRANSFER TAXES You will not be obligated to pay any transfer taxes, unless you instruct us to register new senior notes in the name of, or request that existing senior notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. ACCOUNTING TREATMENT We will record the new senior notes at the same carrying values as the existing senior notes, which is the aggregate principal amount of the existing senior notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss on the exchange of senior notes. We will amortize the expenses of the offer over the term of the new senior notes. CONSEQUENCES OF FAILURE TO EXCHANGE EXISTING SENIOR NOTES If you are eligible to participate in the exchange offer but do not tender your existing senior notes, you will not have any further registration rights. Your existing senior notes will continue to be subject to restrictions on transfer. Accordingly, you may resell the existing senior notes that are not exchanged only: - to us; - so long as the existing senior notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; - in accordance with Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act; - to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is acquiring the existing senior notes for its own account or for the account of 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 - under any effective registration statement under the Securities Act; in each case in accordance with all other applicable securities laws. We do not intend to register the existing senior notes under the Securities Act. RESALES OF NEW SENIOR NOTES We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as it has in the interpretive letters addressed to third parties. Based on these interpretations by the staff of the SEC, and except as provided below, we believe that new senior notes may be offered for resale, resold and otherwise transferred by a holder that participates in the exchange offer and is not a broker-dealer without further compliance with the registration and prospectus delivery provisions of the Securities Act. To receive new senior notes that are freely tradeable, a holder must acquire the new senior notes in the ordinary course of its business and may 27 29 not participate, or have any arrangement or understanding with any person to participate, in the distribution (within the meaning of the Securities Act) of the existing senior notes or the new senior notes. Holders wishing to participate in the exchange offer must make the representations described in " -- Procedures for Tendering Existing Senior Notes" above. Any holder of existing senior notes: - who is our "affiliate," as defined in Rule 405 under the Securities Act; - who did not acquire the new senior notes in the ordinary course of its business; or - who intends to participate, or has an arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of the existing senior notes or the new senior notes, will be subject to separate restrictions. Each holder in any of the above categories: - will not be ably to rely on the interpretations of the staff of the SEC in the above-mentioned interpretative letters; - will not be permitted or entitled to tender existing senior notes in the exchange offer; and - must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of existing senior notes unless such sale is made pursuant to an exemption from such requirements. In addition, if you are a broker-dealer holding existing senior notes acquired for your own account, then you may be deemed a statutory "underwriter" within the meaning of the Securities Act in connection with any resales of your new senior notes. Each broker-dealer that receives new senior notes for its own account pursuant to the exchange offer must acknowledge that it acquired the existing senior notes for its own account as a result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those new senior notes. The letter of transmittal states that by making the above acknowledgement and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Based on the position taken by the staff of the SEC in the interpretative letters referred to above, we believe that broker-dealers who acquired existing senior notes for their own accounts, as a result of market-making or other trading activities ("participating broker-dealers") may fulfill their prospectus delivery requirements with respect to the new senior notes received upon the exchange of existing senior notes (other than existing senior notes that represent an unsold allotment from the original sale of the existing senior notes) with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the sale of such new senior notes. Accordingly, this prospectus, as it may be amended or supplemented, may be used by a participating broker-dealer in connection with resales of new senior notes received in exchange for existing senior notes where such existing senior notes were acquired by such participating broker-dealer for its own account as a result of market-making or other trading activities. See "Plan of Distribution." However, a participating broker-dealer who intends to use this prospectus in connection with the resale of new senior notes received in exchange for existing senior notes pursuant to the exchange offer must notify us, or cause us to be notified, on or before the expiration date of the exchange offer, that it is a participating broker-dealer. Such notice may be given in the space provided for that purpose in the letter of transmittal or may be delivered to the exchange agent at the address set forth above under " -- Exchange Agent." Any participating broker-dealer who is an "affiliate" of ours may not rely on such interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. 28 30 DESCRIPTION OF THE NEW SENIOR NOTES The existing senior notes were, and the new senior notes will be, issued under and governed by an Indenture, as supplemented and amended by the First Supplemental Indenture dated as of November 4, 1999 (the "Supplemental Indenture," and collectively, the "Indenture"), between us and Firstar Bank, N.A., as trustee and paying agent (the "Trustee"). The following summary of certain provisions of the Indenture, the new senior notes and the guarantees is not complete, and is qualified in its entirety by reference to the provisions of the Indenture. A copy of the Indenture and the Supplemental Indenture have been filed as exhibits to the registration statement that includes this prospectus. The holders of new senior notes are entitled to the benefits of, are bound by, and are deemed to have notice of, all the provisions of the Indenture. Wherever defined terms of the Indenture are referred to, such defined terms are incorporated herein by reference. GENERAL The Indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder and provides that debt securities may be issued from time to time in one or more series as provided in a supplemental indenture or Board Resolution. The new senior notes will be unconditionally guaranteed by Alliant Energy Corporation, will be issued in the aggregate principal amount of $250,000,000 and will mature on November 9, 2009, at their principal amount (unless previously redeemed). We will pay interest on the new senior notes at a rate of 7 3/8% per annum from the most recent date to which interest has been paid on the existing senior notes or, if no interest has been paid, from the date of issuance of the existing senior notes. We will pay interest on the new senior notes semiannually in arrears on May 9 and November 9 of each year, commencing on May 9, 2000, until the principal amount has been paid or made available for payment, to the persons in whose names the new senior notes are registered at the close of business on May 1 or November 1, as the case may be, before each interest payment date. Interest on the new senior notes will be computed on the basis of a 360-day year of twelve 30-day months. The principal of and interest on the new senior notes will be payable in U.S. dollars or in such other coin or currency of the United States that at the time of payment is legal tender for the payment of public and private debts. RANKING The new senior notes will be senior, unsecured and unsubordinated obligations of ours ranking equally and ratably with all our other senior, unsecured and unsubordinated obligations. The new senior notes will be unconditionally guaranteed by Alliant Energy Corporation. The guarantees will be unsecured obligations of Alliant Energy Corporation and will rank equally with all other unsecured and unsubordinated indebtedness of Alliant Energy Corporation. Because we are a holding company and conduct substantially all of our operations through our subsidiaries, the rights of our creditors, including those under the new senior notes, to participate in any distributions of the assets of any of our subsidiaries or joint ventures, upon liquidation or reorganization or otherwise, are necessarily subject, and therefore will be effectively subordinated, to the prior claims of creditors of any of our subsidiaries or joint ventures (including trade creditors and holders of indebtedness issued by such subsidiary or joint venture), except to the extent our claims as a creditor may be recognized. In addition, because Alliant Energy Corporation is a holding company which conducts substantially all of its operations through subsidiaries, including us, the right of Alliant Energy Corporation, and hence the right of creditors of Alliant Energy Corporation (including holders of the new senior notes through the guarantees), to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of such subsidiaries, except to the extent that claims of Alliant Energy Corporation itself as a creditor of the subsidiary may be recognized. 29 31 The new senior notes will also be effectively subordinated to all of our future secured indebtedness and the related guarantees will be effectively subordinated to all future secured indebtedness of Alliant Energy Corporation. BOOK-ENTRY PROCEDURES AND FORM Global Notes: Book-Entry Form Except as provided below, the new senior notes will be issued in fully registered book-entry form and will be represented by one or more global notes. The global notes will be deposited with, or on behalf of, The Depositary Trust Company of New York City ("DTC") and registered in the name of a nominee of DTC. We expect that pursuant to procedures established by DTC (a) upon the issuance of the new senior notes in the form of one or more global notes, DTC or its custodian will credit, on its internal system, the principal amount of new senior notes of the individual beneficial interests represented by these global notes to the respective accounts of persons who have accounts with DTC ("participants") and (b) ownership of beneficial interests in the global notes will be shown on, and the transfer of this ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Holders of senior notes may hold their interests in the global notes directly through DTC if they are participants in this system, or indirectly through organizations which are participants in this system. The laws of some states of the United States may require that certain purchasers of securities take physical delivery of the new senior notes in definitive certificated form. Such limits and such laws may impair the ability of such purchasers to own, transfer or pledge interests in the global notes. So long as DTC, or its nominee, is the registered owner or holder of new senior notes, DTC or its nominee, as the case may be, will be considered the sole owner or holder of new senior notes represented by the global notes for all purposes under the Indenture. No beneficial owner of an interest in the global notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the Indenture with respect to the new senior notes. Payments of the principal of and premium, if any, and interest on the global notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, the Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. We expect that DTC or its nominee, upon receipt of any payment of principal of and premium, if any, and interest on the global notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. These payments will be the responsibility of such participants. Transfers between participants in DTC will be effected in the ordinary way through DTC's settlement system in accordance with DTC rules and will be settled in same day funds. DTC has advised us that it will take any action permitted to be taken by a holder of new senior notes only at the direction of one or more participants to whose account the DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of new senior notes as to which such participant or participants has or have given such direction. DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its 30 32 participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants"). Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the Trustee or any of our respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, payments made on account of, beneficial ownership interests in global notes. We have been informed by DTC that its management is aware that some computer applications, systems and the like for processing data that are dependent upon calendar dates, including dates before, on and after January 1, 2000, may encounter "Year 2000 problems." We have also been informed by DTC that it has informed its participants and other members of the financial community that it has developed and is implementing a program so that its systems, as the same relates to the timely payment of distributions (including principal and interest payments) to securityholders, book-entry deliveries and settlement of trades within DTC, continue to function appropriately. According to DTC, this program includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC has informed us that its plan includes a testing phase, which is expected to be completed within appropriate time frames. However, we have been informed by DTC that its ability to perform properly its services is also dependent upon other parties, including but not limited to issuers and their agents, as well as third-party vendors from whom DTC licenses software and hardware, and third-party vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility service providers, among others. DTC has informed us that it has informed its participants and other members of the financial community that it is contacting (and will continue to contact) third-party vendors from whom DTC acquires services to impress upon them the importance of such services being Year 2000 compliant and determine the extent of their efforts for Year 2000 remediation (and, as appropriate, testing) of their services. In addition, DTC has informed us that it is in the process of developing such contingency plans as it deems appropriate. According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. Certificated Debentures We will issue new senior notes in certificated form in exchange for global notes if: - DTC or any successor depositary notifies us that it is unwilling or unable to continue as a depositary for the global notes or ceases to be a "clearing agency" registered under the Securities Exchange Act of 1934 and a successor depositary is not appointed by us within 90 days of such notice, - an Event of Default (as defined below) under the new senior notes has occurred and is continuing, or - we determine that the new senior notes will no longer be represented by global notes. The holder of a new senior note in certificated form may transfer such note by surrendering it at the office or agency maintained by us for such purpose in Milwaukee, Wisconsin or New York, New York. 31 33 A holder of a new senior note may request that its new senior note be issued in certificated form and may request at any time that its interest in a global note be exchanged for a new senior note in certificated form. New senior notes in certificated form may also be issued in exchange for new senior notes represented by the global notes if no successor depositary is appointed by us as described above or in certain other circumstances set forth in the Indenture. PURCHASE AND CANCELLATION We may at any time purchase new senior notes in the open market or otherwise at any price (subject to applicable U.S. securities laws). Any purchase by tender will be made available to all holders of new senior notes. Any new senior notes so purchased must be promptly surrendered to the Trustee for cancellation. All new senior notes that are redeemed or purchased by us will promptly be canceled. Any new senior notes in certificated form so canceled will be forwarded to or to the order of the Trustee and such new senior notes in certificated form may not be reissued or resold. COVENANTS Except as otherwise set forth under "-- Defeasance and Covenant Defeasance" below, for so long as any new senior notes remain outstanding or any amount remains unpaid on any of the new senior notes, we will comply with the terms of the covenants set forth below. Payment of Principal and Interest We will duly and punctually pay the principal of and premium, if any, and interest on the new senior notes in accordance with the terms of the new senior notes and the Indenture. Limitation on Liens The Indenture provides that we will not, and we will not permit any of our subsidiaries to issue, assume or guarantee any Debt (as defined below) if the Debt is secured by any Lien (as defined below) upon any of our property or assets (other than cash), without effectively securing the outstanding new senior notes (together with any other indebtedness or obligation then existing or thereafter created ranking equally with the new senior notes) equally and ratably with the Debt. This limitation does not apply to: - Liens in existence on the date of original issuance of the new senior notes; - any Lien created or arising over any property or assets which we or any of our subsidiaries acquire, construct or create, but only if (a) the Lien secures only principal amounts (not exceeding the cost of the acquisition, construction or creation) of Debt incurred for the purposes of the acquisition, construction or creation of the property or assets, together with any costs, expenses, interest and fees incurred in connection with the acquisition, construction or creation of the property or assets or a guarantee given in connection with the acquisition, construction or creation of the property or assets, (b) the Lien is created or arises on or before 90 days after the completion of the acquisition, construction or creation of the property or assets and (c) the Lien is confined solely to the property or assets so acquired, constructed or created; - any Lien to secure the Debt incurred by us or our subsidiaries in connection with a specifically identifiable project where the Lien relates and is confined to a property or properties (including, without limitation, shares or other rights of ownership in the entities which own such property or project) involved in such project and acquired by us or our subsidiaries after the date of original issuance of the senior notes and the recourse of the creditors in respect of the Debt is limited to any or all of such project and property (including as aforesaid); - any Lien securing amounts not more than 90 days overdue or otherwise being contested in good faith; 32 34 - (a) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our or any of our subsidiaries' benefit or in connection with the issuance of letters of credit for our or any of our subsidiaries' benefit; (b) any Lien securing Debt incurred by us or any of our subsidiaries in connection with the financing of accounts receivable; (c) any Lien incurred or deposits made in the ordinary course of business, including, but not limited to, (1) any mechanics', materialmen's, carriers', workmen's, vendors' or other like Liens and (2) any Liens securing amounts in connection with workers' compensation, unemployment insurance and other types of social security; (d) any Lien upon specific items of our or any of our subsidiaries' inventory or other goods and proceeds securing our or any of our subsidiaries' obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods; (e) any Lien incurred or deposits made securing the performance of tenders, bids, leases, trade contracts (other than for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts, performance bonds, return-of-money bonds and other obligations of like nature incurred by us or any of our subsidiaries in the ordinary course of business; (f) any Lien constituted by a right of set off or right over a margin call account or any form of cash or cash collateral or any similar arrangement for obligations incurred by us or any of our subsidiaries in respect of the hedging or management of risks under transactions involving any currency or interest rate swap, cap or collar arrangements, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind; (g) any Lien arising out of title retention or like provisions in connection with the purchase of goods and equipment by us or any of our subsidiaries in the ordinary course of business; and (h) any Lien securing reimbursement obligations under letters of credit, guarantees and other forms of credit enhancement given in connection with the purchase of goods and equipment by us or any of our subsidiaries in the ordinary course of business; - (a) Liens on any property or assets acquired from an entity which is merged with or into us or any of our subsidiaries and is not created in anticipation of any such transaction (unless the Lien was created to secure or provide for the payment of any part of the purchase price of the entity to be acquired) and (b) any Lien on any property or assets existing at the time of acquisition by us or any of our subsidiaries and which is not created in anticipation of the acquisition (unless the Lien was created to secure or provide for the payment of any part of the purchase price of the property or assets so acquired); - (a) Liens required by any contract or statute in order to permit us or any of our subsidiaries to perform any contract or subcontract made by us or any of our subsidiaries with or at the request of a governmental entity or any department, agency or instrumentality of a governmental entity, or to secure partial, progress, advance or any other payments by us or any of our subsidiaries to a governmental unit under the provisions of any contract or statute; (b) any Lien securing industrial revenue, development or similar bonds issued by us or any of our subsidiaries or for our or any of our subsidiaries' benefit, provided that the industrial revenue, development or similar bonds are nonrecourse to us or any of our subsidiaries; and (c) any Lien securing taxes or assessments or other applicable governmental charges or levies; - (a) any Lien which arises under any order of attachment, distraint or similar legal process arising in connection with court proceedings and any Lien which secures the reimbursement obligation for any bond obtained in connection with an appeal taken in any court proceeding, so long as the execution or other enforcement of the Lien arising in connection with such legal process is effectively stayed and the claims secured by the Lien are being contested in good faith and, if appropriate, by appropriate legal proceedings, or any Lien in favor of a plaintiff or defendant in any action before a court or tribunal as security for costs or expenses; or (b) any Lien arising by operation of law or by order of a court or tribunal or any Lien arising by an agreement of similar effect, including, without limitation, judgment liens; or - any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the clauses above, for amounts not exceeding the 33 35 principal amount of the Debt secured by the Lien so extended, renewed or replaced, so long as the extension, renewal or replacement Lien is limited to all or a part of the same property or assets that were covered by the Lien that was extended, renewed or replaced (plus improvements on such property or assets). Although the Indenture limits our and our subsidiaries' ability to incur Liens as set forth above, the Indenture nevertheless provides that we or our subsidiaries may create or permit to subsist Liens over any of our and our subsidiaries' property or assets so long as the aggregate amount of Debt secured by all Liens that we or our subsidiaries incur (excluding the amount of Debt secured by Liens set forth in the clauses above) does not exceed 10% of Alliant Energy Corporation's Consolidated Net Tangible Assets. "Consolidated Net Tangible Assets" is defined in the Indenture as the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the most recent consolidated balance sheet of Alliant Energy Corporation as of the date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of Alliant Energy Corporation appearing on such balance sheet. "Debt" is defined in the Indenture as all of our obligations evidenced by bonds, debentures, notes or similar evidences of indebtedness in each case for money borrowed. "Lien" is defined in the Indenture as any mortgage, lien, pledge, security interest or other encumbrance. The term "Lien" does not include any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, licenses, sublicenses, restrictions on the use of property or defects in the title thereto. Limitation on Sale and Lease-Back Transactions The Indenture provides that we will not enter into any Sale and Lease-Back Transaction (as defined below) unless: - such transaction involves a lease for a temporary period not to exceed three years; - such transaction is between us and one of our affiliates; - we would be entitled to incur Debt secured by a Lien on the assets or property involved in the Sale and Lease-Back Transaction at least equal to the Attributable Debt (as defined below) with respect to the Sale and Lease-Back Transaction, without equally and ratably securing the senior notes, as described under "-- Limitation on Liens" above, other than as described in the second paragraph of that description; - we enter into the Sale and Lease-Back Transaction within 270 days after our initial acquisition of the assets or property subject to the Sale and Lease-Back Transaction; - the aggregate amount of all Attributable Debt with respect to all Sale and Lease-Back Transactions then in effect does not exceed 10% of Alliant Energy Corporation's Consolidated Net Tangible Assets; or - within 12 months preceding the sale or transfer or 12 months following the sale or transfer, regardless of whether we make any such sale or transfer, we apply, in the case of a sale or transfer for cash, an amount equal to the net proceeds of the sale or transfer and, in the case of a sale or transfer other than for cash, an amount equal to the fair value of the assets so leased at the time that we enter into such arrangement (as determined by our Board of Directors), (a) to the retirement of Debt, incurred or assumed by us which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (b) to an investment in any of our assets. 34 36 "Attributable Debt" is defined in the Indenture as, with respect to any particular Sale and Lease-Back Transaction, at the time of determination, the present value (discounted at the rate of interest implicit in the transaction determined in accordance with generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in the Sale and Lease-Back Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). "Sale and Lease-Back Transaction" is defined in the Indenture as any arrangement with any entity providing for the lease by us of any of the assets that we have sold or transferred or that we have agreed to sell or transfer to that entity. Consolidation, Merger, Conveyance, Sale or Lease The Indenture provides that we may, without the consent of any holders of the new senior notes, consolidate with, merge into or be merged with, or convey, transfer or lease our property and assets substantially as an entirety to another U.S. entity so long as: - if we are not the surviving entity, the surviving entity expressly assumes by supplemental indenture all of our applicable obligations under the new senior notes and the Indenture; - immediately after giving effect to the transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and - either we or our successor delivers to the Trustee an officers' certificate and an opinion of counsel stating that such consolidation, merger, conveyance, transfer or lease, and if a supplemental indenture is required by the transaction, the supplemental indenture, comply with the Indenture and all conditions precedent in the Indenture relating to such transaction. In addition, we may assign and delegate all of our rights and obligations under the Indenture, the new senior notes, the Supplemental Indenture and all other documents, agreements and instruments related thereto, as applicable, to Alliant Energy Corporation or a subsidiary of Alliant Energy Corporation, any person that owns all of our capital stock or any person that owns all of the capital stock of a person that owns all of our capital stock, and upon the assumption of such rights and obligations by such person, we will be automatically released from the obligations, provided that immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing. The Indenture also provides that Alliant Energy Corporation may, without the consent of any holders of the new senior notes, consolidate with, merge into or be merged with, or convey, transfer or lease its property and assets substantially as an entirety to another U.S. entity so long as: - if Alliant Energy Corporation is not the surviving entity, the surviving entity assumes by supplemental indenture all of Alliant Energy Corporation's obligations under the guarantees and the Indenture; - immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and - either Alliant Energy Corporation or the successor person delivers to the Trustee an officers' certificate and an opinion of counsel stating that such consolidation, merger, conveyance, transfer or lease, and if a supplemental indenture is required by the transaction, the supplemental indenture, comply with the Indenture and all conditions precedent in the Indenture, relating to such transactions. 35 37 Money For Securities Payments To Be Held In Trust The Indenture provides that if we at any time act as our own Paying Agent with respect to the new senior notes, we will, on or before each due date of the principal of, or any premium or interest on, any of the new senior notes, segregate and hold in trust for the benefit of the persons entitled a sum in the currency in which the new senior notes are payable sufficient to pay the principal or any premium or interest due until such sums are paid or otherwise disposed of, and will promptly notify the Trustee of our action or failure to act. Whenever we have one or more Paying Agents for any series of debt securities, we will, on or prior to each due date of the principal of, or any premium or interest on any series of debt securities, deposit with any Paying Agent a sum sufficient to pay the principal or any premium or interest due, the sum to be held in trust for the benefit of the persons entitled, and, unless the Paying Agent is the Trustee, we will promptly notify the Trustee of our action or failure to act. We will cause each Paying Agent for each series of debt securities, if other than the Trustee, to execute and deliver to the Trustee an agreement that requires the Paying Agent: - to hold all sums held by it for the payment of the principal of, or any premium or interest on, any series of debt securities in trust for the benefit of the persons entitled until such sums are paid or otherwise disposed of as provided in the Indenture; - to give the Trustee notice of any default by us or Alliant Energy Corporation in the making of any payment of principal, any premium or interest on any series of debt securities; and - at any time during the continuance of the default, upon the written request of the Trustee, pay to the Trustee all sums held in trust by it. We or Alliant Energy Corporation may at any time pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by us or the Paying Agent, and such sums will be held by the Trustee upon the same terms as those applicable to us or the Paying Agent; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent will be released from all further liability with respect to such sums. Except as otherwise provided in the Indenture, any money deposited with the Trustee or the Paying Agent, or held by us, in trust for the payment of the principal of, any premium or interest on any series of debt securities and remaining unclaimed for two years after such principal or any such premium or interest has become due and payable will be discharged from such trust; and the holder of the new senior note will thereafter, as an unsecured general creditor, look only to us or Alliant Energy Corporation, as the case may be, for payment, and all liability of the Trustee or the Paying Agent with respect to the trust money, and all liability of us as trustee thereof, will cease; provided, however, that the Trustee or the Paying Agent may at our expense cause to be published once, in an authorized newspaper or mailed to holders of the new senior notes, or both, notice that such money remains unclaimed and that, after a date specified, which will not be less than 30 days from the date of the publication or mailing nor later than two years after the principal and any premium or interest have become due and payable, any unclaimed balance of such money then remaining will be repaid to us or Alliant Energy Corporation, as the case may be. Company And Guarantor Statements As To Compliance; Notice Of Certain Defaults We and Alliant Energy Corporation will each deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by our respective principal executive officer, principal financial officer or principal accounting officer, stating that: - a review of our respective activities during the year and of our respective performances under the Indenture has been made under such officer's supervision, and - to the best of such officer's knowledge, based on that review, (a) we or Alliant Energy Corporation, as the case may be, have complied with all the conditions and covenants imposed on 36 38 each of us by the Indenture throughout the year, or, if there has been a default in the fulfillment of any condition or covenant, specifying each default known to such officer and its nature and status, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to such officer and its nature and status. We and Alliant Energy Corporation will deliver to the Trustee, within five days after its occurrence, written notice of any Event of Default or any event which after notice or lapse of time or both would become an Event of Default. MODIFICATION OF THE INDENTURE We, Alliant Energy Corporation and the Trustee may modify and amend the Indenture or any supplemental indenture or the rights of the holders of the debt securities of each series to be affected with the consent of the holders of more than 50% of the principal amount of the outstanding debt securities of each affected series (with each series voting as a class). Such majority holders may also waive compliance by us or Alliant Energy Corporation with any provision of the Indenture, any supplemental indenture or the debt securities of any series. However, without the consent of a holder of each debt security affected, an amendment or waiver may not: - reduce the amount of debt securities whose holders must consent to an amendment or waiver; - change the rate or the time for payment of interest; - change the principal or the fixed maturity; - waive a default in the payment of principal, premium or interest; - make any debt securities payable in a different currency; - make any change in the provisions of the Indenture concerning (a) waiver of existing defaults; (b) right of holders of debt securities to receive payment; or (c) amendments and waivers with consent of holders of debt securities; - impair the right to institute suit for the enforcement of any payment on or after the stated maturity of such payment or, in the case of redemption, on or after the redemption date; or - modify or effect in any manner adverse to the holders the terms and conditions of Alliant Energy Corporation's obligations regarding due and punctual payment of principal of, or any premium or interest on, or any sinking fund requirements of, any debt securities subject to guarantees. We, Alliant Energy Corporation and the Trustee may amend or supplement the Indenture without the consent of any holder of any of the debt securities: - to cure any ambiguity, defect or inconsistency in the Indenture, any supplemental indenture, the debt securities or guarantees; - to provide for the assumption of all of our obligations under the debt securities, the Indenture, or any supplemental indenture or of Alliant Energy Corporation's obligations under the guarantees and the Indenture or any supplemental indenture by any corporation in connection with a merger or consolidation of us or Alliant Energy Corporation or transfer or lease of our property and assets substantially as an entirety or Alliant Energy Corporation's property and assets substantially as an entirety; - make any change that does not adversely affect the rights of any holder of debt securities; - to add to the rights of holders of any of the debt securities; - to secure any debt securities as provided under the heading "-- Limitation on Liens"; 37 39 - to evidence the succession of another person to us or Alliant Energy Corporation, and the assumption by the successor person of the covenants of us and Alliant Energy Corporation, as the case may be, provided in the Indenture or the senior notes; - to establish the form or terms of any debt securities; - to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the debt securities and to add to or change any of the provisions of the Indenture necessary to facilitate the administration of the Indenture by more than one Trustee; or - to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance (as defined below) and discharge of any debt securities, provided that such action will not adversely affect the interests of any holder of any debt security in any material respect. EVENTS OF DEFAULT Any one of the following is an Event of Default with respect to the senior notes: (a) if we or Alliant Energy Corporation default in the payment of any interest on the senior notes, and such default continues for 30 days; (b) if we or Alliant Energy Corporation default in payment of principal of or premium, if any, on the senior notes when the same become due at maturity, upon redemption, by declaration or otherwise; (c) if we or Alliant Energy Corporation materially default in the performance or materially breach any of our respective covenants or obligations in the Indenture, any supplemental indenture or the senior notes and this material default or breach continues for a period of 90 days after we or Alliant Energy Corporation receive written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding senior notes; (d) if we or Alliant Energy Corporation default in the payment of the principal of any bond, debenture, note or other evidence of indebtedness, in each case for money borrowed, or in the payment of principal under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed, which default for payment of principal is in an aggregate principal amount exceeding $25,000,000 (or its equivalent in any other currency or currencies) when such indebtedness becomes due and payable (whether at maturity, upon redemption or acceleration or otherwise), if such default continues unremedied or unwaived for more than 30 business days and the time for payment of such amount has not been expressly extended; (e) our failure or the failure by Alliant Energy Corporation generally to pay our respective debts as they become due, or the admission in writing of our inability or Alliant Energy Corporation's inability to pay our respective debts generally, or the making of a general assignment for the benefit of our respective creditors, or the institution of any proceeding by or against Alliant Energy Corporation or us (other than any proceeding brought against us or Alliant Energy Corporation, as applicable, that is dismissed within 180 days from its commencement) seeking to adjudicate us or Alliant Energy Corporation, as the case may be, bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition (in each case, other than a solvent liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition) of us or Alliant Energy Corporation, as the case may be, or our respective debts under any law relating to bankruptcy, insolvency, reorganization, moratorium or relief of debtors, or seeking the entry of an order for relief or appointment of an administrator, receiver, trustee, intervenor or other similar official for us or Alliant Energy Corporation, as the case may be, or for any substantial part of our property or the property of Alliant Energy Corporation, or the taking of any action by Alliant Energy Corporation or us to authorize any of the actions set forth in this clause; and 38 40 (f) a material default in the performance or material breach by Alliant Energy Corporation of any covenant or obligation of Alliant Energy Corporation contained in the guarantee, and the continuance of such material default or breach for a period of 90 days after which we or Alliant Energy Corporation receive written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the senior notes. If an Event of Default with respect to the senior notes occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding senior notes may declare the principal amount of the outstanding senior notes, and any interest accrued on the senior notes, to be due and payable immediately by delivering a written notice to us and Alliant Energy Corporation (and to the Trustee if given by the holders). At any time after this declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained, the holders of a majority in principal amount of all of the senior notes, by notice to the trustee, may rescind this declaration and all its consequences if all Events of Default have been cured or waived (other than the non-payment of principal of the outstanding new senior notes which has become due solely by reason of the declaration of acceleration), and such declaration of acceleration and its consequences will be automatically annulled and rescinded. Holders of the new senior notes may not enforce the Indenture, the new senior notes or any guarantees, if applicable, unless: - the holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the senior notes; - the holders of not less than 25% in aggregate principal amount of the senior notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee; - the holder or holders have offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; - the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceedings; and - no direction inconsistent with such written request has been given to the Trustee during the 60-day period by the holders of a majority of the outstanding aggregate principal amount of the senior notes. However, these limitations do not apply to a suit instituted by a holder of any new senior notes for the enforcement of the payment of the principal of or premium, if any, or interest on the new senior notes on or after the applicable due date specified in the new senior notes. If the Trustee collects any money pursuant to an Event of Default, it will pay out the money in the following order: - first, to the Trustee for amounts to it as compensation for its services and any indemnities owed to it; - second, to holders of the senior notes in respect of which or for the benefit of which such money has been collected for amounts due and unpaid on the senior notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the senior notes for principal and interest, respectively; and - third, to the person or persons lawfully entitled thereto, or as a court of competent jurisdiction may direct. The Trustee may fix a record date (with respect to registered securities) and payment date for any such payment to holders of the senior notes. 39 41 Any such record date will not be less than 10 days nor more than 60 days prior to the applicable payment date. OPTIONAL REDEMPTION We may redeem the new senior notes at our 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 new senior notes, at a price equal to the greater of (a) 100% of the principal amount of the new senior notes being redeemed and (b) the sum of the present values of the principal amount of the new senior notes to be redeemed and the remaining scheduled payments of interest on the new 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 points, plus accrued interest on the new 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 (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date. "Comparable Treasury Issue" means the United States treasury security selected by an Independent Investment Banker (as defined below) 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, (a) 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 (b) 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 (as defined below) for the redemption date. "Independent Investment Banker" means an independent investment banking institution of national standing appointed by us and reasonably acceptable to the Trustee. "Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer (as defined below) and redemption date, the average, as determined by us, 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 us 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 us and reasonably acceptable to the Trustee. Notice of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of the new senior notes to be redeemed at its registered address. If fewer than all the new senior notes are to be redeemed, selection of new senior notes for redemption will be made by the Trustee in any manner the Trustee deems fair and appropriate and that complies with applicable legal and securities exchange requirements. Unless we default in payment of the redemption price, from and after the date of redemption, the new senior notes or portions thereof called for redemption will cease to bear interest, and the holders of the new senior notes will have no right in respect of the new senior notes except the right to receive the redemption price. 40 42 DEFEASANCE AND COVENANT DEFEASANCE The Indenture provides that we and Alliant Energy Corporation may elect (a) to be discharged from any and all of our respective obligations in respect of the new senior notes ("defeasance") (except in each case for the obligations to register the transfer or exchange of the new senior notes, replace stolen, lost or mutilated new senior notes, maintain paying agencies and hold moneys for payments in trust) or (b) not to comply with certain covenants ("covenant defeasance") of the Indenture with respect to the new senior notes described above under "-- Covenants" if, in either case, we and Alliant Energy Corporation irrevocably deposit with the Trustee money or U.S. Government Obligations (as defined below) or a combination of money or U.S. Government Obligations, in an amount sufficient (together with interest paid on the U.S. Government Obligations) to pay, when due, the principal of and premium, if any, and interest on the outstanding new senior notes to maturity or redemption or an installment of interest, as the case may be. We and Alliant Energy Corporation must satisfy certain other conditions before we may effect defeasance or covenant defeasance. These conditions include: - that no Event of Default or event, which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the new senior notes, will have occurred and be continuing on the date of the deposit or insofar as an Event of Default described in clause (e) of the first paragraph under "-- Events of Default" is concerned, at any time during the period ending on the 181st day of such deposit (it being understood that this condition will not be satisfied until the expiration of such period); and - that the defeasance or covenant defeasance will not result in the breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument under which we are bound or under which Alliant Energy Corporation is bound, as the case may be. To exercise any such option, we or Alliant Energy Corporation, as applicable, will be required to deliver to the Trustee (a) an opinion of independent counsel of recognized standing to the effect that (1) the holders of the new senior notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case absent such deposit, which in the case of defeasance must be based on a change in law or a published ruling by the United States Internal Revenue Service and (2) the deposit will not result in us or Alliant Energy Corporation being deemed an "investment company" required to be registered under the Investment Company Act of 1940 and (b) an officer's certificate as to compliance with all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the new senior notes. If we or Alliant Energy Corporation wish to deposit or cause to be deposited money or U.S. Government Obligations to pay or discharge the principal of, premium, if any, and interest on the outstanding new senior notes to and including a redemption date on which all of the outstanding new senior notes are to be redeemed, the redemption date will be irrevocably designated by a resolution of our Board of Directors or a resolution of the Board of Directors of Alliant Energy Corporation, as the case may be, delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board resolution will be accompanied by an irrevocable notice of the defeasance to the Trustee. If the Trustee is unable to apply any money or U.S. Government Obligations deposited in trust to effect a defeasance or covenant defeasance by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then any obligations from which we or Alliant Energy Corporation had been discharged or released will be revived and reinstated as though no such deposit of moneys in trust had occurred, until the time that the Trustee is permitted so to apply all of the money or U.S. Government Obligations deposited in trust. "U.S. Government Obligations" means direct obligations of the United States for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally 41 43 guaranteed by the United States, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any U.S. Government Obligation or a specific payment of interest on or principal of any U.S. Government Obligation held by a custodian for the account of a holder of a depository receipt. However, except as required by law, a custodian is not authorized to make any deduction from the amount payable to the holder of any depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by a depository receipt. PAYMENT AND PAYING AGENT We have appointed the Trustee to act as paying agent with respect to the new senior notes. We may at any time designate additional paying agents or rescind the designation of any paying agents or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the new senior notes. All moneys paid by us to the paying agent for the payment of the principal of, or premium, if any, or interest on, any new senior notes that remain unclaimed at the end of two years after such principal, premium, if any, or interest has become due and payable will be repaid to us and the holder of the new senior notes will thereafter look only to us for payment of any such amounts. GOVERNING LAW The Indenture and the new senior notes will be governed by, and construed in accordance with, the laws of the State of Wisconsin. 42 44 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED SOLELY FOR INFORMATIONAL PURPOSES. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS BEING, LEGAL OR TAX ADVICE. NO REPRESENTATION WITH RESPECT TO THE CONSEQUENCES TO ANY PARTICULAR PURCHASER OF THE NEW SENIOR NOTES IS MADE. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES. The following is a summary of certain material United States federal income tax consequences to a beneficial owner of new senior notes (a "United States Holder") who is (a) a citizen or resident of the United States, (b) a corporation, partnership or other entity treated as a corporation or a partnership for United States federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. The following summary deals only with new senior notes held as capital assets by purchasers at the issue price who are United States Holders and not with special classes of holders, such as dealers in securities or currencies, financial institutions, life insurance companies, tax-exempt entities, persons holding new senior notes as a hedge against or which are hedged against currency risks, and persons whose functional currency is not the U.S. dollar. Persons considering the purchase of new senior notes should consult their own tax advisors concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. There can be no assurance that the Internal Revenue Service will not challenge the conclusions stated below, and no ruling from the IRS has been or will be sought on any of the matters discussed below. This summary is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, IRS rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Changes in this area of law may be applied retroactively in a manner that could cause the tax consequences to vary substantially from the consequences described below, possibly adversely affecting a United States Holder. The authorities on which this summary is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the purchase, ownership and disposition of the new senior notes may differ from the treatment described below. CONSEQUENCES OF THE EXCHANGE OFFER TO EXCHANGING AND NONEXCHANGING HOLDERS The exchange of an existing senior note for a new senior note pursuant to the exchange offer will not be taxable to an exchanging United States Holder for federal income tax purposes. As a result, an exchanging United States Holder will not recognize any gain or loss on the exchange; the holding period for the new senior note will include the holding period for the existing senior note; and the basis of the new senior note will be the same as the basis for the new senior note. The exchange offer will result in no federal income tax consequences to a nonexchanging United States Holder of existing senior notes. GENERAL A United States Holder using the accrual method of accounting for federal income tax purposes is required to include interest paid or accrued on the new senior notes in ordinary income as interest accrues, while a United States Holder using the cash receipts and disbursements method of accounting for federal income tax purposes must include interest in ordinary income when payments are received (or made available for receipt) by the United States Holder. Although the existing senior notes were issued at a discount, such discount is not considered to be original issue discount for tax purposes. However, the existing senior notes provide for the payment of 43 45 additional amounts of interest under certain circumstances and therefore both the existing and new senior notes are subject to the Treasury Regulations that apply to debt instruments that provide for one or more contingent payments. For purposes of determining whether the existing senior notes were issued with original issue discount, we intend to take the position that the existing senior notes did not, as of the issue date, represent contingent payment debt because the likelihood of paying an increased rate of interest as a result of a Registration Default was remote. Accordingly, both the existing and new senior notes will not be considered to be issued with original issue discount. A United States Holder may not take a contrary position unless such contrary position is disclosed in the proper manner to the IRS. United States Holders should consult their tax advisors regarding the tax consequences of the new senior notes being treated as contingent payment debt. If the IRS successfully asserts that these contingent payments were not remote as of the issue date, the amount and timing of the interest income that a United States Holder is required to include in taxable income may have to be redetermined and any gain or loss on a sale, exchange, redemption or retirement of the new senior notes, may be recharacterized as ordinary income. SALE, EXCHANGE, REDEMPTION OR RETIREMENT OF NEW SENIOR NOTES Upon the sale, exchange, redemption or retirement of a new senior note, a United States Holder will generally recognize capital gain or loss equal to the difference between the amount realized (not including any amounts attributable to accrued and unpaid interest) and the United States Holder's tax basis in the new senior note. A United States Holder's tax basis in a new senior note will generally be its cost. Such capital gain or loss will generally be long-term capital gain or loss if the new senior notes were held for more than one year; otherwise, the capital gain or loss will be short-term. ASSUMPTION OF THE NEW SENIOR NOTES An assumption (due to a consolidation, share exchange, merger, conveyance, transfer or other transaction) of our obligations under the new senior notes may be deemed for United States federal income tax purposes to be an exchange of the new senior notes for new debt instruments resulting in the recognition of taxable gain or loss to a United States Holder and possibly other adverse United States tax consequences. Investors should consult their tax advisors regarding the United States federal, state, local and foreign tax consequences of such an assumption. WITHHOLDING TAXES AND REPORTING REQUIREMENTS Interest payments and payments of principal and any premium with respect to a new senior note will be reported to the extent required by the Code to the United States Holders and the IRS. These amounts will ordinarily not be subject to withholding of United States federal income tax. However, a backup withholding tax at a rate of 31% will apply to these payments if a United States Holder fails to properly certify to us or our agent the United States Holder's taxpayer identification number and certain other information, or fails to report all interest and dividends required to be reported on its federal income tax returns, or otherwise fails to establish, in the manner prescribed by law, an exemption from backup withholding. Any amount withheld under backup withholding is allowable as a credit against the United States Holder's federal income tax liability, provided such person furnishes the required information to the IRS. New IRS regulations will generally be applicable to payments made after December 31, 1999. In general, these regulations do not significantly alter the substantive withholding and information reporting requirements but unify and clarify current procedures. Under the new regulations, special rules apply which permit the shifting of primary responsibility for withholding to certain financial intermediaries acting on behalf of beneficial owners. United States Holders of new senior notes should consult with their own tax advisors regarding the application of the backup withholding rules to their particular situation, the availability of exemption therefrom, the procedure for obtaining such an exemption, if available, and the impact of the new regulations with respect to new senior notes. 44 46 PLAN OF DISTRIBUTION Each broker-dealer that receives new senior notes for its own account as a result of market-making activities or other trading activities in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new senior notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new senior notes received in exchange for existing senior notes where such existing senior notes were acquired as a result of market-making activities or other trading activities. We will not receive any proceeds in connection with the exchange offer or any sale of new senior notes by broker-dealers. New senior notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new senior notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealers or the purchasers of any such new senior notes. Any broker-dealer that resells new senior notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of such new senior notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of new senior notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "The Exchange Offer -- Resales of the New Senior Notes." 45 47 LEGAL MATTERS Foley & Lardner of Milwaukee, Wisconsin will issue an opinion about certain legal matters with respect to the new senior notes. EXPERTS The audited financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. 46 48 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- $250,000,000 [ALLIANT ENERGY RESOURCES, INC. LOGO] ALLIANT ENERGY RESOURCES, INC. NEW 7 3/8% SENIOR NOTES DUE 2009 UNCONDITIONALLY GUARANTEED BY ALLIANT ENERGY CORPORATION ----------------------- PROSPECTUS ----------------------- , 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 49 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to the provisions of the Wisconsin Business Corporation Law and Article VIII of the Registrants' Bylaws, directors and officers of the Registrants are entitled to mandatory indemnification from the Registrants against certain liabilities (which may include liabilities under the Securities Act of 1933) and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding; and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to either Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with either Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of criminal law unless the director or officer had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrants are not subject to personal liability to the Registrants, their shareholders or any person asserting rights on behalf thereof, for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those outlined in (a) through (d) above. The indemnification provided by the Wisconsin Business Corporation Law and the Registrants' Bylaws is not exclusive of any other rights to which a director or officer of the Registrants may be entitled. The Registrants also carry directors' and officers' liability insurance. The Registration Rights Agreement contains provisions under which the underwriters agree to indemnify the directors and officers of the Registrants against certain liabilities, including liabilities under the Securities Act of 1933 or to contribute to payments the directors and officers may be required to make in respect thereof. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this Joint Registration Statement. (b) Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts is hereby incorporated by reference to Alliant Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1998, as amended (File No. 1-9894). All other schedules are omitted because they are not applicable or not require, or because the required information is shown either in the consolidated financial statements or in the notes thereto. (c) Reports, Opinions or Appraisals. Not applicable. ITEM 22. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range II-1 50 may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) Each of the undersigned Registrants hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (e) Each of the undersigned Registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. II-2 51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on December 15, 1999. ALLIANT ENERGY RESOURCES, INC. By: /s/ ERROLL B. DAVIS, JR. ------------------------------------ Erroll B. Davis, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ERROLL B. DAVIS, JR. Chief Executive Officer and December 15, 1999 - --------------------------------------------- Director (Principal Executive Erroll B. Davis, Jr. Officer) /s/ EDWARD M. GLEASON Vice President-Treasurer and December 15, 1999 - --------------------------------------------- Corporate Secretary (Principal Edward M. Gleason Financial Officer) /s/ JOHN E. EBRIGHT Vice President-Controller December 15, 1999 - --------------------------------------------- (Principal Accounting Officer) John E. Ebright * Director December 15, 1999 - --------------------------------------------- Alan B. Arends * Director December 15, 1999 - --------------------------------------------- Rockne G. Flowers * Director December 15, 1999 - --------------------------------------------- Joyce L. Hanes * Director December 15, 1999 - --------------------------------------------- Lee Liu * Director December 15, 1999 - --------------------------------------------- Katharine C. Lyall * Director December 15, 1999 - --------------------------------------------- Arnold M. Nemirow * Director December 15, 1999 - --------------------------------------------- Milton E. Neshek * Director December 15, 1999 - --------------------------------------------- Jack R. Newman
II-3 52
SIGNATURE TITLE DATE --------- ----- ---- * Director December 15, 1999 - --------------------------------------------- Judith D. Pyle * Director December 15, 1999 - --------------------------------------------- Robert D. Ray * Director December 15, 1999 - --------------------------------------------- Robert W. Schlutz * Director December 15, 1999 - --------------------------------------------- Wayne H. Stoppelmoor * Director December 15, 1999 - --------------------------------------------- Anthony R. Weiler *By: /s/ ERROLL B. DAVIS, JR. --------------------------------------- Erroll B. Davis, Jr. Attorney-in-fact
II-4 53 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on December 15, 1999. ALLIANT ENERGY CORPORATION By: /s/ ERROLL B. DAVIS, JR. ------------------------------------ Erroll B. Davis, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ERROLL B. DAVIS, JR. President and Chief Executive December 15, 1999 - --------------------------------------------- Officer and Director (Principal Erroll B. Davis, Jr. Executive Officer) /s/ THOMAS M. WALKER Executive Vice President and Chief December 15, 1999 - --------------------------------------------- Financial Officer (Principal Thomas M. Walker Financial Officer) /s/ JOHN E. EBRIGHT Vice President-Controller December 15, 1999 - --------------------------------------------- (Principal Accounting Officer) John E. Ebright * Director December 15, 1999 - --------------------------------------------- Alan B. Arends * Director December 15, 1999 - --------------------------------------------- Rockne G. Flowers * Director December 15, 1999 - --------------------------------------------- Joyce L. Hanes * Director December 15, 1999 - --------------------------------------------- Lee Liu * Director December 15, 1999 - --------------------------------------------- Katharine C. Lyall * Director December 15, 1999 - --------------------------------------------- Arnold M. Nemirow * Director December 15, 1999 - --------------------------------------------- Milton E. Neshek * Director December 15, 1999 - --------------------------------------------- Jack R. Newman
II-5 54
SIGNATURE TITLE DATE --------- ----- ---- * Director December 15, 1999 - --------------------------------------------- Judith D. Pyle * Director December 15, 1999 - --------------------------------------------- Robert D. Ray * Director December 15, 1999 - --------------------------------------------- Robert W. Schlutz * Director December 15, 1999 - --------------------------------------------- Wayne H. Stoppelmoor * Director December 15, 1999 - --------------------------------------------- Anthony R. Weiler *By: /s/ ERROLL B. DAVIS, JR. --------------------------------------- Erroll B. Davis, Jr. Attorney-in-fact
II-6 55 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION - ------- -------------------- (4.1) Indenture, dated as of November 4, 1999, among Alliant Energy Resources, Inc., Alliant Energy Corporation, as Guarantor, and Firstar Bank, N.A., as Trustee. (4.2) First Supplemental Indenture, dated as of November 4, 1999, among Alliant Energy Resources, Inc., Alliant Energy Corporation, as Guarantor, and Firstar Bank, N.A., as Trustee. (4.3) Form of New 7 3/8% Senior Notes due 2009 and related Guarantees. (4.4) Purchase Agreement, dated as of November 4, 1999, among Alliant Energy Resources, Inc., Alliant Energy Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN AMRO Incorporated and Barclays Capital Inc. (4.5) Registration Rights Agreement, dated as of November 9, 1999, among Alliant Energy Resources, Inc., Alliant Energy Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN AMRO Incorporated and Barclays Capital Inc. (5) Opinion of Foley & Lardner (including consent of counsel). (12) Statement re computation of ratios of earnings to fixed charges. (23.1) Consent of Arthur Andersen LLP (23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of attorney. (25) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Bank, N.A. (99.1) Form of Letter of Transmittal. (99.2) Form of Notice of Guaranteed Delivery. (99.3) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (99.4) Form of Letter to Clients. (99.5) Form of Instructions to Registered Holder and/or DTC Participant from Beneficial Owners. (99.6) Form of Letter to Nominees.
E-1 EX-4.1 2 EXHIBIT 4.1 Execution Copy ALLIANT ENERGY RESOURCES, INC., Company, ALLIANT ENERGY CORPORATION, as Guarantor and FIRSTAR BANK, N.A., as Trustee INDENTURE DATED AS OF NOVEMBER 4, 1999 Providing for the Issuance of Debt Securities in Series of Guaranteed Debt ANNOTATED TIE-SHEET Reconciliation and tie between Indenture dated as of November 4, 1999 and the Trust Indenture Act of 1939. This reconciliation section does not constitute part of the Indenture. INDENTURE TRUST INDENTURE ACT OF 1939 SECTION SECTION - ---------------------------------------------------------- --------------------- 310(a)(1) Eligibility/Qualification of Trustee 7.10 (a)(2) 7.10 (a)(3) (We don't have Co-trustees) Inapplicable (b) 7.08, 7.10 (c) 7.10 311(a) Preferential Collection of Claims Against Obligor 7.11 (b) 7.11 (c) Inapplicable 312(a) 2.07, 4.06 (b) 10.04 (c) 10.04 313(a) Reports by Indenture Trustee 7.06, (b)(1) 7.06(a) (b)(2) 7.06(a) (c) 10.03 (d) 7.06(b) 314(a) Reports by Obligor; Evidence of Compliance with Indenture Provisions Inapplicable (b) Inapplicable; No Pledge of Property (c)(1) 10.05 (c)(2) 10.05 (c)(3) (Accountants/Conditions Precedent) Inapplicable (d) Fair Value Certificate Inapplicable (e) 10.06 (f) Inapplicable 315(a) Duties and Responsibility of the Trustee 7.01(b) (b) 7.05, 10.03 (c) 7.01(a) (d) 6.05, 7.01(c) (e) 6.07, 6.11 316(a)(last sentence) Directions and Waivers by Holders/Right to Payment 2.11 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) Consent to Postponement of Interest Payments Inapplicable i INDENTURE TRUST INDENTURE ACT OF 1939 SECTION SECTION - ---------------------------------------------------------- --------------------- (b) 6.07 (c) 10.02(e) 317(a)(1) Special Powers of Trustee 6.01,6.02,6.03,6.08 (a)(2) 6.09 (b) 2.06 318(a) 11.01 (c) 11.01 ii TABLE OF CONTENTS* Page ---- ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions......................................................1 Section 1.02 Other Definitions................................................5 Section 1.03 Incorporation by Reference of Trust Indenture Act................5 Section 1.04 Rules of Construction............................................6 ARTICLE 2. THE SECURITIES Section 2.01 Issuable in Series...............................................6 Section 2.02 Establishment of Terms and Form of Series of Securities and Guarantees..................7 Section 2.03 Execution, Authentication, and Delivery.........................10 Section 2.04 Registrar and Paying Agent......................................12 Section 2.05 Payment on Securities...........................................12 Section 2.06 Paying Agent to Hold Money in Trust.............................13 Section 2.07 Securityholder Lists; Ownership of Securities...................14 Section 2.08 Transfer and Exchange...........................................14 Section 2.09 Replacement Securities..........................................16 Section 2.10 Outstanding Securities..........................................17 Section 2.11 Treasury Securities.............................................17 Section 2.12 Temporary Securities............................................18 Section 2.13 Cancellation....................................................18 Section 2.14 Defaulted Interest..............................................19 Section 2.15 Global Securities...............................................19 Section 2.16 Unconditional Guarantee.........................................20 Section 2.17 Execution of Guarantees.........................................21 Section 2.18 Assumption by Guarantor.........................................22 ARTICLE 3. REDEMPTION Section 3.01 Notice to the Trustee...........................................22 Section 3.02 Selection of Securities to be Redeemed..........................23 Section 3.03 Notice of Redemption............................................23 Section 3.04 Effect of Notice of Redemption..................................24 Section 3.05 Deposit of Redemption Price.....................................24 Section 3.06 Securities Redeemed in Part.....................................24 _______________ * This Table of Contents does not constitute part of this Indenture. iii Page ---- ARTICLE 4. COVENANTS Section 4.01 Payment of Securities...........................................25 Section 4.02 Maintenance of Office or Agency.................................25 Section 4.03 Limitations on Liens............................................26 Section 4.04 Limitation on Sale and Lease-Back Transactions..................29 Section 4.05 Money for Securities Payments to be Held in Trust...............29 Section 4.06 Company and the Guarantor to Furnish Trustee Names and Addresses of Holders..........................................31 Section 4.07 Company Statement as to Compliance; Notice of Certain Defaults..31 Section 4.08 Guarantor Statement as to Compliance; Notice of Certain Defaults......................................................32 Section 4.09 Maintenance of Properties.......................................33 Section 4.10 Insurance.......................................................33 Section 4.11 Existence.......................................................33 Section 4.12 Payment of Taxes and Other Claims...............................33 Section 4.13 Waiver of Certain Covenants.....................................34 ARTICLE 5. CONSOLIDATION, MERGER AND SALES Section 5.01 Company May Consolidate, etc., Only on Certain Terms............34 Section 5.02 Successor Person Substituted for Company........................35 Section 5.03 Guarantor May Consolidate, etc., Only on Certain Terms..........35 Section 5.04 Successor Person Substituted for Guarantor......................36 Section 5.05 Assumption by Guarantor.........................................36 ARTICLE 6. DEFAULTS AND REMEDIES Section 6.01 Events of Default...............................................37 Section 6.02 Acceleration....................................................39 Section 6.03 Other Remedies Available to Trustee.............................39 Section 6.04 Waiver of Existing Defaults.....................................39 Section 6.05 Control by Majority.............................................39 Section 6.06 Limitation on Suits by Securityholders..........................40 Section 6.07 Rights of Holders to Receive Payment............................40 Section 6.08 Collection Suits by Trustee.....................................40 Section 6.09 Trustee May File Proofs of Claim................................41 Section 6.10 Priorities......................................................41 Section 6.11 Undertaking for Costs...........................................41 ARTICLE 7. TRUSTEE Section 7.01 Duties of Trustee...............................................42 Section 7.02 Rights of Trustee...............................................43 Section 7.03 Individual Rights of Trustee....................................43 iv Page ---- Section 7.04 Trustee's Disclaimer............................................43 Section 7.05 Notice of Defaults..............................................44 Section 7.06 Reports by Trustee to Holders...................................44 Section 7.07 Compensation and Indemnity......................................44 Section 7.08 Replacement of Trustee..........................................45 Section 7.09 Successor Trustee, Agents by Merger, etc........................47 Section 7.10 Eligibility; Disqualification...................................47 Section 7.11 Preferential Collection of Claims Against the Company...........47 ARTICLE 8. DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 Company's and Guarantor's Option to Effect Defeasance or Covenant Defeasance...........................................48 Section 8.01 Defeasance and Discharge........................................48 Section 8.03 Covenant Defeasance.............................................49 Section 8.04 Conditions to Defeasance or Covenant Defeasance.................49 Section 8.05 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.........................51 Section 8.06 Reinstatement...................................................52 ARTICLE 9. AMENDMENTS AND WAIVERS; SUPPLEMENTAL INDENTURES Section 9.01 Without Consent of Holders......................................52 Section 9.02 With Consent of Holders.........................................53 Section 9.03 Execution of Supplemental Indentures............................54 Section 9.04 Effect of Supplemental Indentures...............................55 Section 9.05 Reference in Securities to Supplemental Indentures..............55 Section 9.06 Compliance with Trust Indenture Act.............................55 Section 9.07 Revocation and Effect of Consents...............................55 Section 9.08 Notation on or Exchange of Securities...........................56 Section 9.09 Trustee Protected...............................................56 ARTICLE 10. MISCELLANEOUS Section 10.01 Trust Indenture Act Controls...................................56 Section 10.02 Acts of Holders................................................56 Section 10.03 Notices........................................................58 Section 10.04 Communication by Holders with Other Holders....................59 Section 10.05 Certificate and Opinion as to Conditions Precedent.............59 Section 10.06 Statements Required in Certificate or Opinion..................59 Section 10.07 Rules by Trustee and Agents....................................60 Section 10.08 Legal Holidays.................................................60 Section 10.09 Governing Law..................................................60 Section 10.10 No Adverse Interpretation of Other Agreements..................60 Section 10.11 No Recourse Against Others.....................................60 v Page ---- Section 10.12 Execution in Counterparts......................................60 Section 10.13 Currencies.....................................................61 ARTICLE 11. REPAYMENT AT THE OPTION OF HOLDERS Section 11.01 Applicability of Article.......................................61 vi INDENTURE dated as of November 4, 1999 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 has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured and unsubordinated debentures, notes or other evidences of indebtedness ("Securities") (as defined herein) as herein provided. The Guarantor has duly authorized the execution and delivery of this Indenture and deems it appropriate from time to time to issue its Guarantees (as defined herein) of the Securities on the terms herein provided. All things necessary to make this Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities 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 Securities: ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 DEFINITIONS. "Affiliate" means any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Company, or the Guarantor, as the case may be. "Agent" means any Paying Agent, Registrar or transfer agent as may be appointed by the Company from time to time. "Attributable Debt" means, with respect to any particular Sale and Lease-Back Transaction, at the time of determination, the present value (discounted at the rate of interest implicit in the transaction determined in accordance with generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in the Sale and Lease-Back Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). "Authorized Newspaper" means a newspaper of general circulation, in the official language of the country of publication or in the English language, customarily published on each business day. Whenever successive weekly publications in an Authorized Newspaper are required hereunder, they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers. "Board of Directors" mean the Board of Directors of the Company or the Guarantor, as the case may be, or any duly authorized committee thereof. "Board Resolution" means a copy of a resolution of the Board of Directors, certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been adopted by the Board of Directors and to be in full force and effect on the date of the certificate. "Company" means the party named as such in this Indenture until a successor replaces it and thereafter means the successor. "Company Order" means an order signed by two Officers of the Company. "Consolidated Net Tangible Assets" is the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the most recent consolidated balance sheet of the Guarantor as of the date of determination (which balance sheet shall be the most recent balance sheet filed with the SEC, or if a revaluation has occurred, the balance sheet prepared in connection with such revaluation if it is more recent than the most recent balance sheet filed with the SEC), net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of the Guarantor appearing on such balance sheet. "Debt" means all of the Company's obligations evidenced by bonds, debentures, notes or similar evidences of indebtedness in each case for money borrowed. "Depositary" means, with respect to Securities of any Series, for which the Company shall determine that such Securities will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable 2 statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.02 or 2.15. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Global Security" means, with respect to any Series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. "Guarantee" means the agreement of the Guarantor in the form, set forth in Section 2.16 hereof, to be endorsed on the Securities authenticated and delivered hereunder. "Guarantor" means the party named as such in this Indenture until a successor replaces it and thereafter means the successor. "Guarantor Order" means an order signed by two Officers of the Guarantor. "Holder" or "Securityholder" means a bearer of an Unregistered Security or of a coupon appertaining thereto or a person in whose name a Registered Security is registered on the Registrar's books. "Indenture" means this Indenture as amended or supplemented from time to time and shall include the forms and terms of particular Series of Securities established as contemplated hereunder. "Interest" when used with respect to an Original Issue Discount Security which by its terms bears interest only after maturity, means interest payable after maturity. "Lien" means any mortgage, lien, pledge, security interest or other encumbrance. The term "Lien" does not include any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, licenses, sublicenses, restrictions on the use of property or defects in the title thereto. "Officer" means the President, the Chief Executive Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary 3 or the Controller or any Assistant Controller of the Company or the Guarantor, as the case may be. "Officers' Certificate" means a certificate signed by two Officers of the Company or the Guarantor, as the case may be. "Opinion of Counsel" means a written opinion of legal counsel who is acceptable to the Company, the Guarantor and the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "Original Issue Discount Security" means any Security which provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. "Physical Security" means any Security in permanent and certificated form. "Principal" of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security. "Registered Security" means any Security issued hereunder and registered as to principal and interest by the Registrar. "Responsible Officer" when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors or trustees, the chairman or any vice-chairman of the executive committee of the board of directors or trustees, the president, any executive vice-president, any senior vice-president, any vice-president, any assistant vice-president, the treasurer, the secretary, any trust officer, any second or assistant vice-president, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. "Sale and Lease-Back Transaction" means any arrangement with any entity providing for the lease by the Company of any of the assets that the Company has sold or transferred or that the Company has agreed to sell or transfer to that entity. "SEC" means the Securities and Exchange Commission. "Series" or "Series of Securities" means a series of Securities. "Securities" means the debentures, notes or other obligations of the Company issued, authenticated and delivered under this Indenture. 4 "Subsidiary" means any corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company and/or by one or more other Subsidiaries. For purposes of such definition, "voting stock" means stock ordinarily having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 777aaa-777bbb) as in effect on the date of this Indenture, except as provided in Section 9.03. "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and if, at any time, there is more than one Trustee, "Trustee" as used with respect to the Securities of any Series shall mean the Trustee with respect to that Series. "U.S. Person" means a citizen, national or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust which is subject to United States federal income taxation regardless of its source of income. "Unregistered Security" means any Security issued hereunder which is not a Registered Security. "Yield to Maturity" means the yield to maturity, calculated by the Company at the time of issuance of a Series of Securities or, if applicable, at the most recent determination of interest on such Series in accordance with accepted financial practice. Section 1.02 OTHER DEFINITIONS. INDENTURE TERM SECTION "Act of Holders"....................................10.02 "Defeased Securities"................................8.01 "Event of Default"...................................6.01 "Legal Holiday".....................................10.08 "Paying Agent".......................................2.04 "Registrar"..........................................2.04 "U.S. Government Obligations"........................8.04 Section 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 5 "Commission" means the SEC. "indenture securities" means the Securities. "indenture security holder" means a Holder or a Securityholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company and the Guarantor, if and as long as the Guarantor is liable with respect to any payment of principal of, premium, if any, and interest on any Security as a result of the Company's default in the timely payment of any amount due with respect to any Security. All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them therein. Section 1.04 RULES OF CONSTRUCTION. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (3) words in the singular include the plural, and words in the plural include the singular; and (4) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. ARTICLE 2. THE SECURITIES Section 2.01 ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There may be Registered Securities and Unregistered Securities within a Series and the Unregistered Securities may be subject to such restrictions, and contain such legends, as may be required by United 6 States laws and regulations. All Series of Securities shall be equally and ratably entitled to the benefits of this Indenture. Section 2.02 ESTABLISHMENT OF TERMS AND FORM OF SERIES OF SECURITIES AND GUARANTEES. (a) At or prior to the issuance of any Series of Securities, the following shall be established by a Company Board Resolution, by one or more Officers of the Company pursuant to a Company Board Resolution, or by a supplemental indenture hereto: (1) the title of the Securities of the Series (which title shall distinguish the Securities of the Series from the Securities of any other Series and from any other securities issued by the Company); (2) any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (which limit shall not pertain to Securities authenticated and delivered upon registration of, transfer of, in exchange for or in lieu of, other Securities of the Series pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.08); (3) the date or dates on which the principal of the Securities of the Series is payable; (4) the rate or rates (which may be fixed or variable) at which the Securities of the Series shall bear interest, if any, or the manner of determining such rate or rates of interest, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable, and, with respect to Registered Securities, the record date for the interest payable on any interest payment date, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (5) the place or places where the principal of and interest on Registered and Unregistered, if any, Securities of the Series shall be payable; (6) the period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the Series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem or purchase Securities of the Series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and 7 conditions upon which, Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if in other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the Series shall be issuable; (9) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; (10) whether Securities of the Series shall be issuable as Registered Securities or Unregistered Securities (with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of Unregistered Securities and whether, and the terms upon which, Unregistered Securities of a Series may be exchanged for Registered Securities of the same Series and vice versa, and whether any liquidated damages are to be paid if the Company fails to file the appropriate registration statements, or fails to have such registration statements declared effective within a specified time period; (11) the form or forms of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as may be required by United States laws or regulations, the form of any coupons or temporary Global Security which may be issued and the forms of any certificates, opinions or other documents which may be required hereunder or under United States laws or regulations in connection with the offering, sale, delivery or exchange of Unregistered Securities; (12) whether the Securities of the Series are issuable as a Global Security and, in such case, the identity of the Depositary for such Series; (13) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currency, in which payment of the principal of and premium, if any, or interest on the Securities of the Series shall be payable; (14) if the principal of or interest on the Securities of the Series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the coin or currency, including composite currency, in which payment of the principal of and premium, if any, or interest on Securities of such Series as to which such 8 election is made shall be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (15) if the amount of payments of principal of or interest on the Securities of the Series may be determined with reference to an index based on coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; and (16) any other terms of the Series (which terms shall not be inconsistent with the provisions of this Indenture), including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of that Series. (b) All Securities of any one Series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and maturity and currency and, except as may otherwise be provided in or pursuant to a Company Board Resolution or a certificate delivered pursuant to Section 2.02(c) or in an indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and, unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. (c) If the terms and form or forms of any Series of Securities are established by or pursuant to a Company Board Resolution, the Company shall deliver a copy of such Board Resolution to the Trustee at or prior to the issuance of such Series with (1) the form or forms of the Securities which have been approved attached thereto; or (2) if such Board Resolution authorizes specified Officers to establish the terms and form or forms of the Securities, a certificate of such Officers or a supplemental indenture signed by such Officers establishing or providing for the establishment of the terms and form or forms of the Securities, with such form or forms of the Securities attached to the certificate or supplemental indenture establishing such form or forms. (d) Unregistered Securities and their coupons must have substantially the following statement on their face: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287 of the Internal Revenue Code of 1986, as amended," or such other statement or statements as determined by the Company. (e) At or prior to the issuance of any of the Guarantees, the exact form and terms of such Guarantees, which shall comply with the terms of Section 2.16 hereof, shall be established by an Officers' Certificate of the Guarantor. 9 Section 2.03 EXECUTION, AUTHENTICATION, AND DELIVERY. (a) The Securities shall be executed on behalf of the Company by, and the Guarantees endorsed thereon shall be executed on behalf of the Guarantor by, its President, Chief Executive Officer or any Vice President, and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The Company's seal, if any, shall be reproduced on the Securities and may, but need not, be attested. The Guarantor's seal, if any, shall be reproduced on the Guarantees and may, but need not, be attested. The coupons of Unregistered Securities shall bear the facsimile signature of the Treasurer or an Assistant Treasurer of the Company. (b) If an Officer whose signature is on a Security, a Guarantee or coupon no longer holds that office at the time the Security or the Guarantee is authenticated, the Security, Guarantee or coupon shall be valid nevertheless. (c) A Security or Guarantee thereon shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent, and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Unregistered Security shall be dated the date of its authentication. (d) The Trustee (or an authenticating agent appointed pursuant to Section 2.03(f)) shall at any time, and from time to time, authenticate and deliver Securities of any Series executed and delivered by the Company with Guarantees endorsed thereon for original issue in an unlimited aggregate principal amount, upon receipt by the Trustee (or an authentication agent) of (i) a Company Order or directions pursuant to such a Company Order for the authentication and delivery of such Securities; (ii) if the terms and form or forms of the Securities of such Series have been established by or pursuant to a Board Resolution or supplemental indenture as permitted pursuant to Section 2.02, a copy of such Board Resolution and any certificate or supplemental indenture that may be required pursuant to Section 2.02(c); (iii) if the terms and form or forms of the Securities of such Series have been otherwise established by or pursuant to a supplemental indenture, a copy of such duly executed supplemental indenture and any documents required by such supplemental indenture; (iv) an Officers' Certificate of the Guarantor establishing the terms of the Guarantees; and (v) an Opinion of Counsel stating substantially: (1) if the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with provisions of this Indenture; 10 (2) if the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such terms have been established, or provision has been made for their establishment, in conformity with the provisions of this Indenture; and (3) that such Securities and Guarantees, when authenticated and delivered by the Trustee (or an authenticating agent) and issued by the Company or the Guarantor, as applicable, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company or the Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles and subject to the enforcement of certain provisions thereof which may be limited by the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Securities or the Guarantees, as the case may be, contain legally adequate provisions for the realization of the principal legal rights and benefits offered thereby. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the foregoing, until the Company has notified the Trustee and the Registrar that, as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (i) delivery of Unregistered Securities will be made only outside the United States and its possessions, and (ii) Unregistered Securities will be released in definitive form to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company. (e) The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an Officer or Officers) or supplemental indenture pursuant to Section 2.02 or in any additional Board Resolution or supplemental indenture which shall reopen a Series of Securities pursuant to Section 2.02. 11 (f) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. Section 2.04 REGISTRAR AND PAYING AGENT. The Company shall maintain for each Series of Securities an office or agency where Registered Securities may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where (subject to Sections 2.05 and 2.08) Securities may be presented for payment ("Paying Agent"). With respect to any Series of Securities issued in whole or in part as Unregistered Securities, the Company shall maintain one or more Paying Agents located outside the United States and its possessions and shall maintain such Paying Agents for a period of two years after the principal of such Unregistered Securities has become due and payable. During any period thereafter for which it is necessary in order to conform to United States tax law or regulations, the Company will maintain a Paying Agent outside the United States and its possessions to which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Registrar shall keep a register with respect to each Series of Securities issued in whole or in part as Registered Securities and as to their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for each Series of Securities and the Company may terminate the appointment of any co-Registrar. The term "Paying Agent" includes any additional Paying Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. Section 2.05 PAYMENT ON SECURITIES. (a) Subject to the following provisions, the Company will pay to the Trustee or the Paying Agent the amounts, in such coin or currency as is at the time legal tender for the payment of public or private debt, at the times and for the purposes set forth herein and in the text of the Securities Series, and the Company hereby authorizes and directs the Trustee or the Paying Agent, from funds so paid to it, to make or cause to be made payment of the principal of, interest and premium, if any, on the Securities and coupons of each Series as set forth herein and in the text of such Securities and coupons. The Trustee will arrange directly with any Paying Agent for the payment, or the Trustee will make payment, from funds furnished by the Company, of the principal of, interest and premium, if any, on the Securities and coupons of each Series by check drawn upon a bank specified by the Company and acceptable to the Trustee. 12 (b) Interest, if any, on Registered Securities of a Series shall be paid on each interest payment date for such Series to the Holder thereof at the close of business on the relevant record dates specified in the Securities of such Series. The Company may pay such interest by check mailed to such Holder's address as it appears on the register for Securities of such Series. Principal of Registered Securities shall be payable only against presentation and surrender thereof at the office of the Paying Agent in Milwaukee, Wisconsin or New York, New York unless the Company shall have otherwise instructed the Trustee in writing. (c) To the extent provided in the Securities of a Series, (i) interest, if any, on Unregistered Securities shall be paid only against presentation and surrender of the coupons for such interest installments as are evidenced thereby as they mature; and (ii) original issue discount (as defined in Section 1273 of the Internal Revenue Code of 1986, as amended), if any, on Unregistered Securities shall be paid only against presentation and surrender of such Securities; in either case at the office of a Paying Agent located outside of the United States and its possessions. Principal of Unregistered Securities shall be paid only against presentation and surrender thereof as provided in the Securities of a Series. If at the time a payment of principal of or interest, if any, or original issue discount, if any, on an Unregistered Security or coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents outside the United States and its possessions is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in United States currency, then the Company will instruct the Trustee in writing as to how and when such payment will be made and may instruct the Trustee to make such payments at the office of a Paying Agent located in the United States, provided that the Company has determined that provision for such payment in the United States would not cause such Unregistered Security to be treated as a "registration-required obligation" under United States laws and regulations. Unless otherwise instructed in writing by the Company, no payments of interest, original issue discounts or principal with respect to Unregistered Securities shall be made by a Paying Agent (i) by transfer of funds into an account maintained by the payee in the United States, (ii) mailed to an address in the United States or (iii) paid to a United States address by electronic funds transfer. Section 2.06 PAYING AGENT TO HOLD MONEY IN TRUST. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any or all Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal or interest on such Series of Securities, and that the Paying Agent will notify the Trustee of any default by the Company (or any other obligor on the Securities) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it for the payment of principal or 13 interest on any Series of Securities and hold such money as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon so doing, the Paying Agent shall have no further liability for the money so paid. The Trustee or the Paying Agent may allow and credit to the Company (or any other obligor on the Securities) interest on any monies received by it hereunder at such rate as may be agreed upon with the Company (or any other obligor on the Securities) from time to time and as may be permitted by law. Section 2.07 SECURITYHOLDER LISTS; OWNERSHIP OF SECURITIES. (a) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of each Series of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee semiannually on or before the last day of June and December in each year, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require, containing all the information in the possession or control of the Registrar, the Company, the Guarantor or any of the Paying Agents other than the Trustee as to the names and addresses of Holders of each such Series of Securities. (b) Ownership of Registered Security of a Series shall be proved by the register for such Series kept by the Registrar. Ownership of Unregistered Securities may be proved by the production of such Unregistered Securities, or by a certificate or affidavit executed by the person holding such Unregistered Securities, or by a depository with whom such Unregistered Securities were deposited if the certificate or affidavit is satisfactory to the Trustee. The Company, the Trustee, the Guarantor and any agent of the Company may treat the bearer or any Unregistered Security or coupon and the person in whose name a Registered Security is registered as the absolute owner thereof for all purposes. Section 2.08 TRANSFER AND EXCHANGE. (a) Where Registered Securities of a Series are presented to the Registrar with a request to register their transfer or to exchange them for an equal principal amount of Registered Securities of the same Series containing identical terms and provisions and date of maturity of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. (b) If both Registered and Unregistered Securities are authorized for a Series of Securities and the terms of such Securities permit, (i) Unregistered Securities may be exchanged for an equal principal amount of Registered Securities containing identical terms and provisions of the same Series and date of maturity in any authorized 14 denominations upon delivery to the Registrar of the Unregistered Security with all unmatured coupons and all matured coupons in default appertaining thereto and if all other requirements of the Registrar and such Securities for such exchange are met, and (ii) Registered Securities may be exchanged for an equal principal amount of Unregistered Securities of the same Series and date of maturity in any authorized denominations (except that any coupons appertaining to such Unregistered Securities which have matured and have been paid shall be detached) upon delivery to the Registrar of the Registered Securities and if all other requirements of the Registrar (or such Paying Agent) and such Securities for such exchange are met. Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered Securities or Registered Securities for Unregistered Securities will be subject to the satisfaction of the provisions of United States laws and regulations in effect at the time of such exchange, and no exchange of Registered Securities for Unregistered Securities will be made until the Company has notified the Trustee and the Registrar that, as a result of such exchange, neither the Company nor the Guarantor would suffer adverse consequences under the provisions of United States laws or regulations. (c) To permit registrations of transfers and exchanges the Trustee (or an authenticating agent) shall authenticate Securities upon instructions of the Registrar or, if applicable, a Paying Agent upon surrender of Securities for registration of transfer or for exchange as provided in this Section. The Company will not make any charge for any registration of transfer or exchange but may require the payment by the party requesting such registration of transfer or exchange of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (d) Neither the Company nor the Registrar shall be required (i) to issue, register the transfer of or exchange Securities of any Series for the period of 15 days immediately preceding the selection of any such Securities to be redeemed, or (ii) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. (e) Unregistered Securities or any coupons appertaining thereto shall be transferable by delivery. Section 2.09 REPLACEMENT SECURITIES. (a) If a mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee (or an authenticating agent), the Company shall issue (with the Guarantee thereon executed by the Guarantor) and the Trustee (or an authenticating agent) shall authenticate a replacement Registered Security, if such surrendered security was a Registered Security, or a replacement Unregistered Security 15 with coupons corresponding to the coupons appertaining to the surrendered Security, if such surrendered Security was an Unregistered Security of the same Series and containing identical terms and provisions, if the Trustee's (or authenticating agent's) requirements are met. (b) If the Holder of a Security claims that the Security or any coupon appertaining thereto has been lost, destroyed or wrongfully taken, the Company shall issue (with the Guarantee thereon executed by the Guarantor) and the Trustee (or an authenticating agent), shall authenticate a replacement Registered Security, if such Holder's claim pertains to a Registered Security, or a replacement Unregistered Security with coupons corresponding to the coupons appertaining to the lost, destroyed or wrongfully taken Unregistered Security or the Unregistered Security to which such lost, destroyed or wrongfully taken coupon appertains, if such Holder's claim pertains to an Unregistered Security, of the same Series and containing identical terms and provisions, if the Trustee's requirements are met; provided, however, that the Trustee (or an authenticating agent), the Company or the Guarantor may require any such Holder to provide to the Trustee, the Company and the Guarantor security or indemnity sufficient in the judgment of the Company, the Guarantor and the Trustee (or an authenticating agent) to protect the Company, the Guarantor, the Trustee (or an authenticating agent) and any Agent from any loss which any of them may suffer if a Security is replaced. The Company, the Guarantor and the Trustee (or an authenticating agent) may charge the party requesting a replacement Security for its expenses in replacing a Security. (c) Every replacement Security is an additional obligation of the Company. Every replacement Guarantee is an additional obligation of the Guarantor. (d) Notwithstanding anything to the contrary contained herein, replacement Securities need not be issued in any of the circumstances described in Section 2.09 if the Company, the Guarantor or the Trustee (or an authenticating agent) have notice that the mutilated, lost, destroyed or wrongfully taken Security has been acquired by a bona fide purchaser. Section 2.10 OUTSTANDING SECURITIES. (a) Securities outstanding at any time are all Securities authenticated by the Trustee (or an authenticating agent), except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. (b) If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding until the Trustee (or an authenticating agent), receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 16 (c) If the Paying Agent holds on a redemption date or maturity date money or U.S. Government Obligations sufficient to pay all amounts due on Securities of any Series on that date, then on and after that date, all Securities of such Series cease to be outstanding and interest on them ceases to accrue. (d) A Security does not cease to be outstanding because the Company, the Guarantor or an Affiliate of either of them holds the Security. (e) In determining whether the Holders of the requisite principal amount of outstanding Securities of any Series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether sufficient funds are available for redemption or for any other purpose, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02; and (ii) the principal amount of any security denominated in a currency other than United States dollars that shall be deemed to be outstanding for such purposes shall be that amount of United States dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date for such determination or action (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such determination or action), in each case, as the Company shall specify in a written notice to the Trustee. Section 2.11 TREASURY SECURITIES. In determining whether the Holders of the requisite principal amount of Securities of any Series have concurred in any direction, waiver or consent, Securities of such Series owned by the Company, the Guarantor or an Affiliate of either of them shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of such Series which the Trustee knows are so owned shall be so disregarded. Section 2.12 TEMPORARY SECURITIES. (a) Until definitive Registered Securities of any Series are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Registered Securities of such Series having duly executed Guarantees endorsed thereon. Temporary Registered Securities of any Series shall be substantially in the form of definitive Registered Securities of such Series but may have variations that the Company and the Guarantor considers appropriate for temporary Securities. Every temporary Registered Security shall be executed by the Company, guaranteed by the Guarantor, authenticated by the Trustee and registered by the Registrar, upon the same conditions, and with like effect, as a definitive Registered Security. Without 17 unreasonable delay, the Company and the Guarantor shall prepare and the Trustee shall authenticate definitive Registered Securities of the same Series and containing identical terms and provisions in exchange for temporary Registered Securities. (b) Until definitive Unregistered Securities of any Series are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of a single temporary global Unregistered Security of that Series. The temporary Unregistered Security or Securities of any Series shall be substantially in the form approved by or pursuant to a Board Resolution or a supplemental indenture and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant to a Board Resolution or a supplemental indenture. The temporary Unregistered Security or Securities of a Series shall be executed by the Company and the Guarantor and authenticated by the Trustee, upon the same conditions, and with like effect, as a definitive Unregistered Security of such Series, except as provided herein or therein. A temporary Unregistered Security or Securities shall be exchangeable for definitive Unregistered Securities containing identical terms and provisions at the time and on the conditions, if any, specified in the temporary Security. Upon any exchange of a part of a temporary Unregistered Security of a Series for definitive Unregistered Securities of such Series, the temporary Unregistered Security shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of definitive Unregistered Securities of such Series so exchanged and endorsed. Section 2.13 CANCELLATION. The Company or the Guarantor at any time may deliver Securities and coupons to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities and coupons surrendered to them for registration of transfer, for exchange or for payment. Except as otherwise required by this Indenture, the Trustee shall cancel all Securities and coupons surrendered for registration of transfer, or for exchange, payment or cancellation and will dispose of canceled Securities and coupons as the Company directs; provided, however, that any Unregistered Securities of a Series delivered to the Trustee for exchange prior to maturity shall be retained by the Trustee for reissue as provided herein or in the Securities of such Series. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. Section 2.14 DEFAULTED INTEREST. If the Company or the Guarantor defaults on a payment of interest on a Series of Securities, either of them shall pay the defaulted interest as provided in such Securities or in any lawful manner not 18 inconsistent with the requirements of any securities exchange on which such Securities may be listed. Section 2.15 GLOBAL SECURITIES. (a) If the Company shall establish pursuant to Section 2.02 that the Securities of a particular Series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.03, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the outstanding Securities of such Series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.15 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." (b) Notwithstanding the provisions of Section 2.08, the Global Security of a Series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such Series, or to a successor Depositary for such Series selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any time the Depositary for a Series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Series or if at any time the Depositary for such Series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.15 shall no longer be applicable to the Securities of such Series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such Series, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such Series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any Series shall no longer be represented by a Global Security and that the provisions of this Section 2.15 shall no longer apply to the Securities of such Series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such Series, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such Series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in authorized denominations, the Global Security shall be 19 canceled by the Trustee. Such Securities issued in exchange for the Global Security pursuant to this Section 2.15(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the persons in whose names such Securities are so registered. Section 2.16 UNCONDITIONAL GUARANTEE. (Form of Guarantee) 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, sinking funds payment, if any, 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, sinking fund payment, if any, 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, sinking fund payment, if any, 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 20 to the provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and premium, if any, and interest on all Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or interest by the Company on the Securities to the Holders of the Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent of such repayment the obligations of the Guarantor hereunder shall remain in full force and effect. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until a certificate of authentication on such Security shall have been signed by the Trustee (or the authenticating agent). This Guarantee shall be governed by the laws of the State of Wisconsin. IN WITNESS WHEREOF, ALLIANT ENERGY CORPORATION has caused this Guarantee to be signed in its corporate name by the facsimile signature of two of its officers thereunto duly authorized and has caused a facsimile of its corporate seal, if any, to be affixed hereto or imprinted or otherwise reproduced hereon. Section 2.17 EXECUTION OF GUARANTEES. To evidence the Guarantee to the Securityholders specified in Section 2.16, the Guarantor hereby agrees to execute the Guarantees, in substantially the form above recited, to be endorsed on each Security authenticated and delivered by the Trustee (or the authentication agent). Each such Guarantee shall be signed on behalf of the Guarantor as set forth in Section 2.03 prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee (or the authenticating agent), after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Section 2.18 ASSUMPTION BY GUARANTOR. (a) The Guarantor may, without the consent of the Securityholders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Default or Event of Default shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be 21 released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (b) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal, sinking fund payment, if any, premium, if any, or interest on such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 2.16 with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. ARTICLE 3. REDEMPTION Section 3.01 NOTICE TO THE TRUSTEE. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or any part thereof, or may covenant to redeem and pay the Series of Securities or any part thereof, before maturity at such time and on such terms as provided for in such Securities. The election of the Company to redeem any Securities shall be evidenced by a Company Order. In case of any redemption at the election of the Company of all or less than all of the Securities of any Series with the same issue date, interest rate and stated maturity, the Company shall, at least 60 days prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such redemption date and of the principal amount and redemption price of Securities of such Series to be redeemed. Section 3.02 SELECTION OF SECURITIES TO BE REDEEMED. If less than all the Securities of any Series with the same issue date, interest rate, and stated maturity are to be redeemed, the particular Securities to be redeemed shall be selected, not more than 60 days prior to the redemption date, by the Trustee from the outstanding Securities of such Series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Securities of such Series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security of such Series not redeemed to less than the minimum denomination for a 22 Security of that Series established pursuant to Section 2.02. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption by it and, in the case of any Securities selected for partial redemption, the amount thereof to be redeemed. Section 3.03 NOTICE OF REDEMPTION. (a) At least 30 days, but not more than 60 days before a redemption date, unless a shorter period is specified in the Securities to be redeemed, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities that are to be redeemed. (b) If Unregistered Securities are to be redeemed, notice of redemption shall be published in an Authorized Newspaper in the City of New York once in each of four successive calendar weeks, the first publication to be not less than 30 nor more than 90 days before the redemption date. (c) All notices shall identify the Series of Securities to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) if less than all the outstanding Securities of a Series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed; (4) the name and address of the Paying Agent; (5) that Securities of the Series called for redemption and all unmatured coupons, if any, appertaining thereto must be surrendered to the Paying Agent to collect the redemption price; and (6) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. If the Company gives the notice of redemption, the Company shall promptly provide the Trustee with evidence satisfactory to the Trustee of its compliance with the notice requirements of this section. 23 Section 3.04 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is mailed or published, Securities of a Series called for redemption become due and payable on the redemption date and from and after such date (unless the Company shall default in the payment of the redemption price) such Securities shall cease to bear interest and the Holders of such Securities shall have no rights with respect to the Securities except the right to receive the redemption price. Upon surrender to the Paying Agent of such Securities together with all unmatured coupons, if any, appertaining thereto, such Securities shall be paid at the redemption price plus accrued interest to the redemption date, but installments of interest due on or prior to the redemption date will be payable, in the case of Unregistered Securities, to the bearers of the coupons for such interest upon surrender thereof, and, in the case of Registered Securities, to the Holders of such Securities of record at the close of business on the relevant record dates. Section 3.05 DEPOSIT OF REDEMPTION PRICE. On or before the redemption date, the Company shall deposit with the Trustee or the Paying Agent money sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment date) interest accrued to the redemption date on all Securities to be redeemed on that date. Section 3.06 SECURITIES REDEEMED IN PART. Upon surrender of a Security that is redeemed in part, the Company shall issue and the Trustee or the authenticating agent shall authenticate for the Holder of that Security a new Security or Securities of the same Series, the same form and the same maturity in authorized denominations equal in aggregate principal amount to the unredeemed portion of the Security surrendered and having endorsed thereon a duly executed Guarantee. ARTICLE 4. COVENANTS Section 4.01 PAYMENT OF SECURITIES. (a) The Company shall pay the principal of and interest on the Securities on the dates and in the manner provided herein and in the Securities. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay the installment. (b) The Company shall pay interest on overdue principal of a Security of any Series at the rate of interest (or Yield to Maturity in the case of Original Issue Discount Securities) borne by such Security of that Series; to the extent lawful, it shall pay interest on overdue installments of interest at the same rate. 24 Section 4.02 MAINTENANCE OF OFFICE OR AGENCY. The Company and the Guarantor shall maintain an office or agency where Securities may be presented or surrendered for payment. The Company and the Guarantor also will maintain in The City of New York an office or agency where Securities may be surrendered for registration of transfer, redemption or exchange and where notices and demands to or upon the Company and the Guarantor in respect of the Securities and this Indenture may be served. The Company or the Guarantor will give prompt written notice to the Trustee of the location and any change in the location of any such offices or agencies. If at any time the Company or the Guarantor shall fail to maintain any such required offices or agencies or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the Trustee and the Company or the Guarantor hereby appoints the Trustee such agent as its agent to receive all such presentations, surrenders, notices and demands. The Company or the Guarantor may from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Securities may be presented or surrendered for any or all such purposes, and may from time to time rescind such designation. The Company or the Guarantor will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such office or agency. Section 4.03 LIMITATIONS ON LIENS. The Company shall not, and shall not permit any Subsidiary to issue, assume or guarantee any Debt if the Debt is secured by any Lien upon any of its property or assets (other than cash), without effectively securing the outstanding Securities (together with any other indebtedness or obligation then existing or thereafter created ranking equally with such Securities) equally and ratably with the Debt. This limitation does not apply to: (a) Liens in existence on the date of original issuance of the Securities; (b) (i) any Lien created or arising over any property or assets which the Company or a Subsidiary acquires, constructs or creates, but only if (A) such Lien secures only principal amounts (not exceeding the cost of the acquisition, construction or creation) of Debt incurred for the purposes of the acquisition, construction or creation, together with any costs, expenses, interest and fees incurred in connection with the acquisition, construction or creation or a guarantee given in connection with the acquisition, construction or creation, (B) the Lien is created or arises on or before 90 days after the completion of the 25 acquisition, construction or creation and (C) the Lien is confined solely to the property or assets so acquired, constructed or created; or (ii) any Lien to secure the Debt incurred by the Company or a Subsidiary in connection with a specifically identifiable project where the Lien relates and is confined to a property or properties (including, without limitation, shares or other rights of ownership in the entities which own such property or project) involved in such project and acquired by the Company or a Subsidiary after the date of original issuance of the Securities and the recourse of the creditors in respect of the Debt is limited to any or all of such project and property (including as aforesaid); (c) any Lien securing amounts not more than 90 days overdue or otherwise being contested in good faith; (d) (i) rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the Company's or any Subsidiary's benefit or in connection with the issuance of letters of credit for the Company's or any Subsidiary's benefit; (ii) any Lien security Debt incurred by the Company or any Subsidiary in connection with the financing of accounts receivable; (iii) any Lien incurred or deposits made in the ordinary course of business, including, but not limited to, (A) any mechanics', materialmen's, carriers', workmen's, vendors' or other like Liens and (B) any Liens securing amounts in connection with workers' compensation, unemployment insurance and other types of social security; (iv) any Lien upon specific items of the Company's or any Subsidiary's inventory or other goods and proceeds securing the Company's or any Subsidiary's obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods; (v) any Lien incurred or deposits made securing the performance of tenders, bids, leases, trade contracts (other than for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts, performance bonds, return-of-money bonds and other obligations of like nature incurred by the Company or any Subsidiary in the ordinary course of business; (vi) any Lien constituted by a right of set off or right over a margin call account or any form of cash or cash collateral or any similar arrangement for obligations incurred by the Company or any Subsidiary in respect of the hedging or management of risks under transactions involving any currency or interest rate swap, cap or collar arrangements, forward exchange transaction, option, warrant, 26 forward rate agreement, futures contract or other derivative instrument of any kind; (vii) any Lien arising out of title retention or like provisions in connection with the purchase of goods and equipment by the Company or any Subsidiary in the ordinary course of business; and (viii) any Lien securing reimbursement obligations under letters of credit, guarantees and other forms of credit enhancement given in connection with the purchase of goods and equipment by the Company or any Subsidiary in the ordinary course of business; (e) (i) Liens on any property or assets acquired from an entity which is merged with or into the Company or any Subsidiary and is not created in anticipation of any such transaction (unless the Lien was created to secure or provide for the payment of any part of the purchase price of the entity to be acquired) and (ii) any Lien on any property or assets existing at the time of acquisition by the Company or any Subsidiary and which is not created in anticipation of the acquisition (unless the Lien was created to secure or provide for the payment of any part of the purchase price of the property or assets so acquired); (f) (i) Liens required by any contract or statute in order to permit the Company or any Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity or any department, agency or instrumentality of a governmental entity, or to secure partial, progress, advance or any other payments by the Company or any Subsidiary to a governmental unit under the provisions of any contract or statute; (ii) any Lien securing industrial revenue, development or similar bonds issued by the Company or any Subsidiary or for its respective benefit, provided that the industrial revenue, development or similar bonds are nonrecourse to the Company and/or the applicable Subsidiary; and (iii) any Lien securing taxes or assessments or other applicable governmental charges or levies; (g) (i) any Lien which arises under any order of attachment, distraint or similar legal process arising in connection with court proceedings and any Lien which secures the reimbursement obligation for any bond obtained in connection with an appeal taken in any court proceeding, so long as the execution or other enforcement of the Lien arising in connection with such legal process is effectively stayed and the claims secured by the Lien are being contested in good faith and, if appropriate, by appropriate legal proceedings, or any Lien in favor of a plaintiff or defendant in any action before a court or tribunal as security for costs 27 or expenses; or (ii) any Lien arising by operation of law or by order of a court or tribunal or any Lien arising by an agreement of similar effect, including, without limitation, judgment liens; or (h) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in clauses (a) through (g) above, for amounts not exceeding the principal amount of the Debt secured by the Lien so extended, renewed or replaced, so long as the extension, renewal or replacement Lien is limited to all or a part of the same property or assets that were covered by the Lien that was extended, renewed or replaced (plus improvements on such property or assets); provided, however, the Company or any Subsidiary may create or permit to subsist Liens over any of the Company's or Subsidiary's property or assets so long as the aggregate amount of Debt secured by all Liens that the Company or any Subsidiary incurs (excluding the amount of Debt secured by Liens set forth in clauses (a) through (h) above) does not exceed 10% of the Guarantor's Consolidated Net Tangible Assets. Section 4.04 LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS. The Company shall not enter into any Sale and Lease-Back Transaction unless: (i) such transaction involves a lease for a temporary period not to exceed three years; (ii) such transaction is between the Company and an Affiliate; (iii) the Company is entitled to incur Debt secured by a Lien on the assets or property involved in the Sale and Lease-Back Transaction at least equal to the Attributable Debt with respect to the Sale and Lease-Back Transaction, without equally and ratably securing the Securities; (iv) the Company enters into the Sale and Lease-Back Transaction within 270 days after its initial acquisition of the assets or property subject to the Sale and Lease-Back Transaction; (v) the aggregate amount of all Attributable Debt with respect to all Sale and Lease-Back Transactions then in effect does not exceed 10% of the Guarantor's Consolidated Net Tangible Assets; or (vi) within 12 months preceding the sale or transfer or 12 months following the sale or transfer, regardless of whether the Company makes any such sale or transfer, the Company applies, in the case of a sale or transfer for cash, an 28 amount equal to the net proceeds of the sale or transfer and, in the case of a sale or transfer other than for cash, an amount equal to the fair value of the assets so leased at the time that the Company enters into such arrangement (as determined by the Board of Directors of the Company), (a) to the retirement of Debt, incurred or assumed by the Company which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt or (b) to an investment in any of the Company's assets. Section 4.05 Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any Series of Securities, it shall, on or before each due date of the principal of, any premium or interest on any of the Securities of such Series, segregate and hold in trust for the benefit of the persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 2.02 for the Securities of such Series) sufficient to pay the principal or any premium or interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any Series of Securities, it shall, on or prior to each due date of the principal of, any premium or interest on any Securities of such Series, deposit with any Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies described in the preceding paragraph) sufficient to pay the principal or any premium or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent for any Series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (1) hold all sums held by it for the payment of the principal of, any premium or interest on Securities of such Series in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in or pursuant to this Indenture; (2) give the Trustee notice of any default by the Company or the Guarantor (or any other obligor upon the Securities of such Series) in the making 29 of any payment of principal, any premium or interest on the Securities of such Series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company or the Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order or Guarantor Order, as the case may be, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium or interest on any Security of any Series and remaining unclaimed for two years after such principal or any such premium or interest shall have become due and payable shall be paid to the Company by Company Order (or if deposited by the Guarantor, paid to the Guarantor by Guarantor Order), or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantor, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each place of payment for such Series or to be mailed to Holders of Registered Securities of such Series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal and any premium or interest shall have become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor, as the case may be. 30 Section 4.06 Company and the Guarantor to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the TIA, the Company and the Guarantor shall furnish or cause to be furnished to the Trustee: (1) semi-annually with respect to Securities of each Series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date; and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Registrar, no such list shall be required to be furnished. Section 4.07 COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers' Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that (1) a review of the activities of the Company during such year and of its performance under this Indenture has been made under his or her supervision, and (2) to the best of his or her knowledge, based on such review, (A) the Company has complied with all the conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (B) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof. (b) The Company shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any Event of Default or any event which after notice or lapse of time or both would become an Event of Default. 31 Section 4.08 GUARANTOR STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS. (a) The Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers' Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Guarantor, stating that (1) a review of the activities of the Guarantor during such year and of performance under this Indenture has been made under his or her supervision, and (2) to the best of his or her knowledge, based on such review, (A) the Guarantor has complied with conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and status thereof, and (B) no event has occurred and is continuing which constitutes, or which after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof. (b) The Guarantor shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after notice or lapse of time or both would become an Event of Default. Section 4.09 MAINTENANCE OF PROPERTIES. The Company will cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any Subsidiary from selling or otherwise disposing for value (which value may include any tax benefits or other intangible benefits) any of its properties in the ordinary course of its business. Section 4.10 INSURANCE. The Company will, and will cause each of its Subsidiaries to maintain insurance covering their respective insurable properties in such amounts and covering such risks as is usually carried by companies of a similar size, engaged in similar businesses in similar locations and owning similar properties, either 32 with reputable insurance companies or, in whole or in part, by establishing reserves of one or more insurance funds, either alone or with other corporations or associations. Section 4.11 EXISTENCE. Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Subsidiary and their respective rights (charter and statutory) and franchises; provided, however, that the foregoing shall not obligate the Company to preserve any such right or franchise if the Company or any Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of its business or the business of such Subsidiary and that the loss thereof is not disadvantageous in any material respect to any Holder. Section 4.12 PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon them or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. Section 4.13 WAIVER OF CERTAIN COVENANTS. The Company or the Guarantor, as the case may be, may omit in any particular instance to comply with any term, provision or condition set forth in Sections 4.03, 4.04, 4.09, 4.10, 4.11 or 4.12 with respect to the Securities of any Series if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Securities of such Series, by Act of Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE 5. CONSOLIDATION, MERGER AND SALES Section 5.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other person or 33 persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person (whether or not affiliated with the Company); provided, however, that: (1) in case the Company shall consolidate with or merge into another person or convey, transfer or lease all or substantially all of its properties and assets to any person, the entity formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties of the Company shall be a person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor person and the Guarantor and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on all the Securities and the performance of every obligation in this Indenture and the outstanding Securities on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) either the Company or the successor person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. No such consolidation, merger, conveyance, transfer or lease shall be permitted by this Section unless prior thereto the Guarantor shall have delivered to the Trustee a Guarantor's Officers' Certificate and an Opinion of Counsel, each stating that the Guarantor's obligations hereunder shall remain in full force and effect thereafter. Section 5.02 SUCCESSOR PERSON SUBSTITUTED FOR COMPANY. Upon any consolidation by the Company with or merger of the Company into any other person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to any person in accordance with Section 5.01, the successor person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and 34 may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor person shall be released from all obligations and covenants under this Indenture and the Securities. Section 5.03 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Guarantor with or into any other person or persons (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which either the Guarantor will be the continuing entity or the Guarantor or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of all or substantially all of the property of the Guarantor, to any other person (whether or not affiliated with the Guarantor); provided, however, that: (1) in case the Guarantor shall consolidate with or merge into another person or convey, transfer or lease all or substantially all of its properties and assets to any person, the entity formed by such consolidation or into which the Guarantor is merged or the person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Guarantor shall be a person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered by the Company and the successor person and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the obligation of the Guarantor under the Guarantee and the performance of every other covenant of this Indenture on the part of the Guarantor to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) each of the Guarantor and the successor person has delivered to the Trustee a Guarantor's Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Section 5.04 SUCCESSOR PERSON SUBSTITUTED FOR GUARANTOR. Upon any consolidation or merger or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Guarantor to any person in accordance with Section 5.03, the successor person formed by such consolidation or into 35 which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor person had been named as the Guarantor herein, and thereafter, except in the case of a lease to another person, the predecessor person shall be released from all obligations and covenants under this Indenture. Section 5.05 ASSUMPTION BY GUARANTOR. The Guarantor, or a subsidiary thereof that is a corporation, or any other person that owns all of the Company's capital stock or any person that owns all of the capital stock of a person that owns all of the Company's capital stock may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on all the Securities of any or all Series issued under this Indenture and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; provided, however, that immediately after giving effect to such assumption, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. Upon any such assumption, the Guarantor or such subsidiary or such other person shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if the Guarantor or such subsidiary had been named as the Company herein and the Company shall be released from all obligations and covenants with respect to such Securities. No such assumption shall be permitted unless the Guarantor or such other person has delivered to the Trustee (i) an Officers' Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with this Article, and that all conditions precedent herein provided for relating to such transaction have been complied with and that, in the event of assumption by a subsidiary or another person, the Guarantee and all other covenants of the Guarantor herein remain in full force and effect and (ii) an opinion of independent counsel that the Holders of guaranteed Securities (assuming such Holders are only taxed as residents of the United States) shall have no materially adverse United States federal tax consequences as a result of such assumption, and that, if any Securities are then listed on the New York Stock Exchange, that such Securities shall not be delisted as a result of such assumption. 36 ARTICLE 6. DEFAULTS AND REMEDIES Section 6.01 EVENTS OF DEFAULT. An "Event of Default" occurs with respect to the Securities of any Series if: (a) the Company or the Guarantor defaults in the payment of any interest on any Securities of such Series, and such default continues for 30 days; (b) the Company or the Guarantor defaults in payment of principal of or premium, if any, on the Securities of such Series when the same become due at maturity, upon redemption, by declaration or otherwise; (c) the Company or the Guarantor materially defaults in the performance or materially breaches any of their respective covenants or obligations under this Indenture, any supplemental indenture or the Securities of such Series and such material default or breach continues for a period of 90 days after which the Company or the Guarantor receives written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Securities of such Series; (d) the Company or the Guarantor defaults in the payment of the principal of any bond, debenture, note or other evidence of indebtedness, in each case for money borrowed, or in the payment of principal under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed, which default for payment of principal is in an aggregate principal amount exceeding $25,000,000 (or its equivalent in any other currency or currencies) when such indebtedness becomes due and payable (whether at maturity, upon redemption or acceleration or otherwise), if such default shall continue unremedied or unwaived for more than 30 business days and the time for payment of such amount has not been expressly extended; (e) the failure by the Company or the Guarantor generally to pay each of their respective debts as they become due, or the admission in writing of the inability of the Company or the Guarantor to pay each of their respective debts generally, or the making of a general assignment for the benefit of each of their respective creditors, or the institution of any proceeding by or against the Guarantor or the Company (other than any proceeding brought against the Company or the Guarantor as applicable, that is dismissed within 180 days from its commencement) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, 37 relief or composition (in each case, other than a solvent liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition) of it or its debts under any law relating to bankruptcy, insolvency, reorganization, moratorium or relief of debtors, or seeking the entry of an order for relief or appointment of an administrator, receiver, trustee, intervenor or other similar official for it or for any substantial part of its property, or the taking of any action by the Guarantor or the Company to authorize any of the actions set forth in this clause (e); and (f) a material default in the performance or material breach by the Guarantor of any covenant or obligation of the Guarantor contained in the Guarantee, and continuance of such material default or breach for a period of 90 days after which the Company or the Guarantor receive written notice from the Trustee or the holders of at least 25% in aggregate principal amount of the Securities of such Series. Section 6.02 ACCELERATION. If an Event of Default occurs with respect to the Securities of any Series and is continuing, the Trustee, by notice to the Company and the Guarantor, or the Holders of at least 25% in principal amount of all of the outstanding Securities of that Series, by notice to the Company, the Guarantor, and the Trustee, may declare the principal (or, if the Securities of that Series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that Series) of all the Securities of that Series to be due and payable. Upon such declaration, such principal (or, in the case of Original Issue Discount Securities, such specified amount) shall be due and payable immediately. At any time after such declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained, the Holders of a majority in principal amount of all of the Securities of that Series, by notice to the Trustee, may rescind such a declaration and its consequences if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration and such declaration of acceleration and its consequences shall be automatically annulled and rescinded. Section 6.03 OTHER REMEDIES AVAILABLE TO TRUSTEE. (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities of the Series that is in default or to enforce the performance of any provision of the Securities of that Series or this Indenture. (b) The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission 38 by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Section 6.04 WAIVER OF EXISTING DEFAULTS. The Holders of a majority in principal amount of any Series of Securities by notice to the Trustee may waive an existing Default with respect to that Series and its consequences, except a Default in the payment of the principal of or interest on any Security. Section 6.05 CONTROL BY MAJORITY. The Holders of a majority in principal amount of the Securities of each Series affected (with each such Series voting as a class) may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that would involve the Trustee in personal liability. Section 6.06 LIMITATION ON SUITS BY SECURITYHOLDERS. A Securityholder may not pursue a remedy with respect to this Indenture or the Securities of any Series unless: (1) the Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of that Series; (2) the Holders of not less than 25% in aggregate principal amount of the Securities of that Series shall have made a written request to the Trustee to initiate proceedings in respect of such Event of Default in its own name as Trustee; (3) the Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after receipt of such notice, request and offer of indemnity, has failed to institute any such proceedings; and (5) no direction inconsistent with such request has been given to the Trustee during the 60-day period by the Holders of a majority in the outstanding aggregate principal amount of the Securities of that Series. A Securityholder of any Series may not use this Indenture to prejudice the rights of another Securityholder of that Series or any other Series or to obtain a preference or priority over another Securityholder of that Series or any other Series. 39 Section 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment or principal of and interest on the Security, on or after the respective due dates expressed in the Security, and the right of any Holder of a coupon to receive payment of interest due as provided in such coupon, or to bring suit for the enforcement of any such payment, on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 6.08 COLLECTION SUITS BY TRUSTEE. If a Default specified in Section 6.01(a) or (b) occurs and continues for the period specified therein, if any, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or the Guarantor for the whole amount of such principal and interest then in default. Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relating to the Company, the Guarantor or their creditors or property. Section 6.10 PRIORITIES. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Holders of Securities in respect of which or for the benefit of which such money has been collected for amounts due and unpaid on such Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and THIRD: to the person or persons lawfully entitled thereto, or as a court of competent jurisdiction may direct. The Trustee may fix a record date (with respect to Registered Securities) and payment date for any such payment to Holders of Securities. Any such record date shall not be less than 10 days nor more than 60 days prior to the applicable payment date. Section 6.11 UNDERTAKING FOR COSTS. If any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the 40 filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable attorneys' fees against any party litigant in this suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 25% in principal amount of the Securities of any Series. ARTICLE 7. TRUSTEE Section 7.01 DUTIES OF TRUSTEE. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights, duties and powers under this Indenture and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only those duties that are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon notices, certificates, opinions or other documents furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the notices, certificates, opinions or other documents to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) This paragraph does not limit the effect of paragraph (b) of this Section; (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 41 (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.04 and 6.05. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b), and (c) of this Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company or the Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. Section 7.02 RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may consult with counsel or require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on a Board Resolution, the written advice of counsel acceptable to the Company, the Guarantor, and the Trustee, a certificate of an Officer or Officers delivered pursuant to Section 2.02(c), an Officers' Certificate, or an Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers. (e) Except as otherwise provided in Section 7.01, the Trustee shall not be liable for any action or omission of any Agent which is not the Trustee. Section 7.03 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, or one of its Affiliates with the same rights it would have if it were not Trustee, subject to Sections 7.10 and 7.11. Any Agent may do the same with like rights. 42 Section 7.04 TRUSTEE'S DISCLAIMER. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or the Guarantees. It shall not be accountable for the Company's use of the proceeds from the Securities or for monies paid over to the Company or by the Company to any Holders or to any Paying Agent pursuant to the Indenture, and it shall not be responsible for any statement in the Securities other than its certificate of authentication. Section 7.05 NOTICE OF DEFAULTS. If a Default occurs and is continuing with respect to the Securities of any Series and if it is known to the Trustee, the Trustee shall mail to each Holder of a Security of that Series entitled to receive reports pursuant to TIA Sections 315(b) and 313(c) (and, if Unregistered Securities of that Series are outstanding, shall cause to be published at least once in an Authorized Newspaper in the City of New York) notice of the Default within 90 days after it occurs. Except in the case of a Default in payment on the Securities of any Series, the Trustee may withhold the notice if and so long as its Corporate Trust Committee or a committee of its Responsible Officers in good faith determines that withholding such notice is in the interests of Securityholders of that Series. Section 7.06 REPORTS BY TRUSTEE TO HOLDERS. (a) Within 60 days after each anniversary date of the first issue of a Series of Securities, the Trustee shall mail to each Securityholder of that Series entitled to receive reports pursuant to TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). (b) At the time that it mails such a report to Securityholders of any Series, the Trustee shall file a copy of that report with the SEC and with each stock exchange on which the Securities of that Series are listed. The Company shall provide written notice to the Trustee when the Securities of any Series are listed on any stock exchange. Section 7.07 COMPENSATION AND INDEMNITY. (a) The Company and the Guarantor shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantor shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it in connection with the performance of its duties under this Indenture. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. (b) The Company and the Guarantor shall indemnify the Trustee against any loss or liability incurred by it arising out of or in connection with its acceptance or 43 administration of the trust or trusts hereunder. The Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnity. The Company and the Guarantor shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantor shall pay the reasonable fees and expenses of such counsel. Neither the Company nor the Guarantor need pay for any settlement made without its consent. (c) Neither the Company nor the Guarantor need reimburse any expense or indemnify against any loss of liability incurred by the Trustee through negligence or bad faith. (d) To secure the payment obligations of the Company and the Guarantor pursuant to this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of a Series. (e) If the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law. Section 7.08 REPLACEMENT OF TRUSTEE. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. (b) The Trustee may resign with respect to the Securities of any Series by so notifying the Company and the Guarantor. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee, the Company, and the Guarantor and may appoint a successor Trustee for such Series with the consent of the Company and the Guarantor. (c) The Company and the Guarantor may remove the Trustee with respect to Securities of any Series if: (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a receiver or public officer takes charge of the Trustee or its property; or (4) the Trustee becomes incapable of acting. 44 In addition, the Company and the Guarantor may remove the Trustee with respect to Securities of any Series without cause if the Company and the Guarantor give written notice to the Trustee of such proposed removal at least six months in advance of the proposed effective date of such removal; provided, however, that such removal shall not become effective if a Default exists on the date of the giving of such notice or occurs prior to the date such removal is scheduled to become effective. (d) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to Securities of any Series, the Company and the Guarantor shall promptly appoint a successor Trustee for such Series. (e) If a successor Trustee with respect to the Securities of any Series does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, the Guarantor, or the Holders of a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) If the Trustee with respect to the Securities of any Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee. (g) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Guarantor, and the Company. Thereupon, the resignation or removal of the retiring Trustee for any Series of Securities shall become effective, and the successor Trustee shall have all the rights, powers, and duties of the retiring Trustee with respect to all Series of Securities for which the successor Trustee is to be acting as Trustee under this Indenture. The retiring Trustee shall promptly transfer all property held by it as Trustee with respect to such Series of Securities to the successor Trustee subject to the lien provided for in Section 7.07. The Company shall give notice of each appointment of a successor Trustee for any Series of Securities by publishing notice of such event once in an Authorized Newspaper in the City of New York and by mailing written notice of such event by first-class mail to the Holders of Securities of such Series entitled to receive reports pursuant to Section 4.02(c). (h) All provisions of this Section 7.08 except subparagraphs (c)(1) and (d) and the words "subject to the lien provided for in Section 7.07" in subparagraph (g) shall apply also to any Paying Agent located outside the United States and its possessions and required by Section 2.04. (i) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) Series, the Company, the Guarantor, the retiring Trustee, and such successor Trustee shall execute and deliver a supplemental 45 indenture wherein such successor Trustee shall accept such appointment, and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee; and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Section 7.09 SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC. If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business assets to, another corporation, the successor corporation, without any further act, shall be the successor Trustee or Agent, as the case may be. Section 7.10 ELIGIBILITY; DISQUALIFICATION. This Indenture shall always have a Trustee with respect to each Series of Securities who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall always have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. The Trustee is subject to TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9), except that there shall be excluded from the operation of TIA Section 310(b)(1) each Series of Securities and all indentures of the Company, the Guarantor, or any of their Affiliates now or hereafter existing which may be excluded under the proviso of TIA Section 310(b)(1). Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 46 ARTICLE 8. DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 COMPANY'S AND GUARANTOR'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company and the Guarantor may, at each of their option by Board Resolution, with respect to the Securities of any outstanding Series in its entirety or of all outstanding Series issued under this Indenture elect to have either Section 8.02 or Section 8.03 be applied to all of the Securities of such Series (the "Defeased Securities"), upon compliance with the conditions set forth below in this Article 8. Section 8.02 DEFEASANCE AND DISCHARGE. Upon the Company's or Guarantor's exercise under Section 8.01 of the option applicable to this Section 8.02, the Company, the Guarantor and any other obligor upon the Securities to be defeased, if any, shall be deemed to have been discharged from its obligations with respect to the Defeased Securities on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company, the Guarantor and any other obligor upon the Securities to be defeased shall be deemed to have paid and discharged the entire Debt represented by the Defeased Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company and upon the Company's request, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Securities to receive, solely from the trust fund described in Section 8.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on, such Securities, when such payments are due, (b) the Company's and the Guarantor's obligations with respect to such Defeased Securities under Sections 2.08, 2.09, 2.12 and 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee's rights under Section 7.07, and (d) this Article 8. Subject to compliance with this Article 8, the Company or the Guarantor may exercise each of its options under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 with respect to the Securities to be defeased. Section 8.03 COVENANT DEFEASANCE. Upon the Company's or the Guarantor's exercise under Section 8.01 of the option applicable to this Section 8.03, the Company or the Guarantor shall be released 47 from its obligations under any covenant or provision contained or referred to in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12, inclusive, and Article 5 hereof, with respect to the Defeased Securities on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, "covenant defeasance "), and the Defeased Securities shall thereafter be deemed to be not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Defeased Securities, the Company or the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(c) but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby. Section 8.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions to application of either Section 8.02 or Section 8.03 to the Defeased Securities: (a) The Company or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (i) cash in U.S. dollars, (ii) U.S. Government Obligations, or (iii) a combination thereof, in such amounts (together with interest to be paid thereunder) as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of, premium, if any, and interest on, the Defeased Securities, on the stated date for payment thereof or on the applicable redemption date, as the case may be, of such principal, premium, if any, or interest on such Defeased Securities if at or prior to electing to exercise either its option applicable to Section 8.02 or its option applicable to Section 8.03, the Company or the Guarantor has delivered to the Trustee an irrevocable notice of such defeasance, including the date that such defeasance is to occur. For this purpose, "U S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by 48 and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a) (2) of the Securities Act), or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt. (b) The Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Holders of the outstanding Securities to be defeased will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such deposit had not occurred, which in the case of a defeasance under Section 8.02 must be based on a change in law or a published ruling by the United States Internal Revenue Service and (ii) the deposit shall not result in the Company or the Guarantor being deemed an "investment company" required to be registered under the Investment Company Act of 1940, as amended; (c) No Event of Default, or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities shall have occurred and be continuing on the date of such deposit, and with respect to an election under Section 8.02 insofar as Section 6.01(e) is concerned, at any time during the period ending on the 181st day after the date of deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (d) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound; and (e) The Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Offers' Certificate as to the compliance with all conditions precedent provided for in the Indenture relating to the satisfaction and discharge of the Securities to be defeased. 49 Opinions of Counsel required to be delivered under this Section shall be in form and substance reasonably satisfactory to the Trustee and may have qualifications customary for opinions of the type required and counsel delivering such opinions may rely on certificates of the Company, the Guarantor or government or other officials customary for opinions of the type required, which certificates shall be limited as to matters of fact, including that various financial covenants have been complied with. Section 8.05 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of Section 4.05, all U.S. dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04, in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (excluding the Company, the Guarantor or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company's request any U.S. dollars or U.S. Government Obligations held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance. Section 8.06 REINSTATEMENT. If the Trustee or Paying Agent is unable to apply any U.S. dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's and the Guarantor's obligations under this Indenture and the Securities shall be revived and reinstated, with present and prospective effect, as though no deposit had occurred 50 pursuant to Section 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such U.S. dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that if the Company or the Guarantor makes any payment to the Trustee or Paying Agent of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay any such amount to the Holders of the Securities and the Company or the Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the U.S. dollars and U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE 9. AMENDMENTS AND WAIVERS; SUPPLEMENTAL INDENTURES Section 9.01 WITHOUT CONSENT OF HOLDERS. The Company (when authorized pursuant to a Board Resolution), the Guarantor, (when authorized pursuant to a Board Resolution), and the Trustee may enter into one or more supplemental indentures without consent of any Securityholder for any of the following purposes: (1) to cure any ambiguity, defect, or inconsistency herein, in any supplemental indenture, in the Securities of any Series or in the Guarantees; (2) to comply with Article 5; (3) to make any change that does not adversely affect the rights of any Holder of Securities; (4) to add to the rights of Holders of any Securities; (5) to secure the Securities pursuant to Section 4.03. (6) to evidence the succession of another person to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor, as the case may be, contained herein and in the Securities; or (7) to establish the form or terms of Securities of any Series; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be 51 necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Series of Securities, provided that any such action shall not adversely affect the interests of any Holder of a Security of such Series or any other Security in any material respect. Section 9.02 WITH CONSENT OF HOLDERS. (a) With the written consent of the Holders of a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (with each Series voting as a class), by Act of Holders delivered to the Company, the Guarantor and the Trustee, the Company (when authorized pursuant to a Board Resolution), the Guarantor (when authorized pursuant to a Board Resolution), and the Trustee may enter into a supplemental indenture to add any provisions to or to change or eliminate any provisions of this Indenture or of any supplemental indenture or to modify, in each case in any manner not covered by Section 9.01, the rights of the Securityholders of each such Series. The Holders of a majority in principal amount of the outstanding Securities of each Series affected by such waiver (with each Series voting as a class), by notice to the Trustee, may waive compliance by the Company or the Guarantor with any provision of this Indenture, any supplemental indenture, or the Securities of any such Series. However, without the consent of each Securityholder affected, an amendment or waiver may not: (1) reduce the amount of Securities whose Holders must consent to an amendment or waiver; (2) change the rate of or change the time for payment of interest on any Security; (3) change the principal of or change the fixed maturity of any Security; (4) waive a Default in the payment of the principal of, premium, if any, or interest on any Security; (5) make any Security payable in currency other than that stated in the Security; (6) make any change in Section 6.04, 6.07, or 9.02; 52 (7) impair the right to institute suit for the enforcement of any payment on or after the stated maturity of such payment or, in the case of redemption, on or after the redemption date; (8) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest on or any sinking fund requirements of any Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. (b) It is not necessary under this Section 9.02 for the Securityholders to consent to the particular form of any proposed supplemental indenture, but it is sufficient if they consent to the substance thereof. (c) Promptly after the execution by the Company, the Guarantor, and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02, the Company shall transmit by mail a notice, setting forth in general terms the substance of such supplemental indenture, to all Holders of Registered Securities, as the names and addresses of such Holders appear on the register for each Series of Securities, and to such Holders of Unregistered Securities as are entitled to receive reports pursuant to TIA Section 313(c). Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the TIA) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of 53 this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.05 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities of any Series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any Series so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor to any such supplemental indenture may be prepared and executed by the Company, guaranteed by the Guarantor and authenticated and delivered by the Trustee in exchange for outstanding Securities of such Series. Section 9.06 COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this Indenture or the Securities of one or more previously created Series shall be set forth in a supplemental indenture that complies with the TIA as then in effect. Section 9.07 REVOCATION AND EFFECT OF CONSENTS. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security even if a notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of his Security if the Trustee receives a written notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder of each Series affected by such amendment or wavier. Section 9.08 NOTATION ON OR EXCHANGE OF SECURITIES. The Trustee shall place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company, in exchange for Securities of that Series may issue, the Guarantor may guarantee and the Trustee shall authenticate new Securities of that Series that reflect the amendment or waiver. Section 9.09 TRUSTEE PROTECTED. The Trustee need not sign any supplemental indenture that adversely affects its rights or obligations. 54 ARTICLE 10. MISCELLANEOUS Section 10.01 TRUST INDENTURE ACT CONTROLS. If any provision of this Indenture limits, qualifies or conflicts with a provision which is required to be included in this Indenture by the TIA, the required provision shall control. Section 10.02 ACTS OF HOLDERS. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Company and the Guarantor, if made in the manner provided in this Section. (b) The ownership of Securities shall be proved by the Registrar. (c) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall bind every future Holder of the same Security or the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, any Paying Agent, the Company, the Guarantor or any other obligor of the Securities in the reliance thereon, whether or not notation of such action is made upon such Security. (d) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificates or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 55 (e) If the Company or the Guarantor shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the Guarantor may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of such Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company and the Guarantor shall have no obligation to do so. Notwithstanding Section 316(c) of the TIA, any such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such first solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for purposes of determining whether Holders of the requisite proportion of Securities than outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for this purpose the Securities then outstanding shall be computed as of such record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other Act by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such record date. (f) For the purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as otherwise reasonably acceptable to the Trustee. Section 10.03 NOTICES. (a) Any notice or communication by the Company, the Guarantor, or the Trustee is duly given if in writing and delivered in person or mailed by certified mail: if to the Company to: Alliant Energy Resources, Inc. 222 West Washington Avenue Madison, Wisconsin 53703 Attention: Corporate Secretary 56 if to the Guarantor to: Alliant Energy Corporation 222 West Washington Avenue Madison, Wisconsin 53703 Attention: Corporate Secretary if to the Trustee to: Firstar Bank, N.A. 1555 North RiverCenter Drive, Suite 301 Milwaukee, Wisconsin 53212 Attention: Corporate Trust Department (b) The Company, the Guarantor, or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. (c) Any notice or communication to Holders of Securities entitled to receive reports pursuant to TIA Section 313(c) shall be mailed by first-class mail to the addresses for Holders of Registered Securities shown on the register kept by the Registrar and to addresses filed with the Trustee for other Holders. Failure to so mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Holders of Securities of that or any other Series entitled to receive notice. (d) If a notice of communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it. (e) If the Company or the Guarantor mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and to each Agent at the same time. (f) If it shall be impractical in the opinion of the Trustee, the Guarantor, or the Company to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. Section 10.04 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders of any Series may communicate pursuant to Section 312(b) of the TIA with other Securityholders of that Series or of all Series with respect to their rights under this Indenture or under the Securities of that Series or of all Series. The 57 Company, the Guarantor, the Trustee, the Registrar, and anyone else shall have the protection of Section 312(c) of the TIA. Section 10.05 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor shall furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Section 10.06 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Section 10.07 RULES BY TRUSTEE AND AGENTS. The Trustee may make reasonable rules for action by or at a meeting of Securityholders of one or more Series. The Paying Agent or Registrar may make reasonable rules and set reasonable requirements for its functions. Section 10.08 LEGAL HOLIDAYS. Except as may otherwise be provided in the form of Securities of any particular Series pursuant to the provisions of this Indenture, a "Legal Holiday" is a Saturday, Sunday, or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of 58 payment, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. Section 10.09 GOVERNING LAW. The laws of the State of Wisconsin shall govern this Indenture, the Securities, and any coupons appertaining thereto. Section 10.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This Indenture may not be used to interpret another indenture, loan, or debt agreement of the Company or the Guarantor or any Affiliate of either of them. No such indenture, loan, or debt agreement may be used to interpret this Indenture. Section 10.11 NO RECOURSE AGAINST OTHERS. No director, officer, employee, or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the Company or the Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. Section 10.12 EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument. Section 10.13 CURRENCIES. Except as may otherwise be provided in the form of Securities of any particular Series pursuant to the provisions of this Indenture, all references in this Indenture or in the Securities to "dollars," "$," or any similar reference shall be to the currency of the United States of America. ARTICLE 11. REPAYMENT AT THE OPTION OF HOLDERS Section 11.01 APPLICABILITY OF ARTICLE. Securities of any Series which are repayable at the option of the Holders thereof before their stated maturity shall be repaid in accordance with the terms of the Securities of such Series. [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] 59 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals, if any, to be hereunto affixed and attested, all as of the day and year first above written. ALLIANT ENERGY RESOURCES, INC. By: /s/ Edward M. Gleason ---------------------------------- Name: Edward M. Gleason Title Vice President - Treasuer and Corporate Secretary ALLIANT ENERGY CORPORATION, as Guarantor By: /s/ Edward M. Gleason ---------------------------------- Name: Edward M. Gleason Title: Vice President - Treasuer 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 Sira Assistant Secretary 60 EX-4.2 3 EXHIBIT 4.2 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. 2 "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. 3 "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. 4 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 5 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 6 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. 7 (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. 8 (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 9 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 10 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. 11 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 12 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. 13 (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 EX-4.3 4 EXHIBIT 4.3 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Alliant Energy Resources, Inc., or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or to such other entity or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Transfers of this Global Security shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor's nominee. ALLIANT ENERGY RESOURCES, INC. 7 3/8% SENIOR NOTES DUE 2009 GLOBAL NOTE CUSIP No. 18803AC0 $------------- Alliant Energy Resources, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin (the "Company," which term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of _____________ DOLLARS ($ _____________) on 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, 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 $1,000 in excess thereof. The Trustee will make payments of principal of and interest on (except as otherwise provided below) this Senior Note by wire transfer of immediately available funds. Notwithstanding the above, the final payment on this Senior Note will be made after due notice by the Trustee of the pendency of such payment and only upon presentation and surrender of this Senior Note at its principal corporate trust office or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Indenture. Payments of principal of (and premium, if any) and interest on this Senior Note will be made at the offices or agency of the Company or the Guarantor, as the case may be, maintained for that purpose in Milwaukee, Wisconsin and the Borough of Manhattan, The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payments of public and private debts; provided, however, that at the option of the Company or the Guarantor, as the case may be, payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the register of the Company. This Senior Note is one of a duly authorized issue of Securities of the Company, designated 7 3/8% Senior Notes due 2009 (the "7 3/8% Senior Notes" or the "Senior Notes"), limited in aggregate principal amount at any time outstanding to _____________ DOLLARS ($ _____________) 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 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 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. 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. 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: FOR VALUE RECEIVED, the Guarantor, hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal, of premium, if any, or interest on said Security, when and as the same shall be become due and payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. The Guarantor agrees to determine, at least one business day prior to the date upon which a payment of principal, of premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company punctually to pay any such principal, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrevocable and absolute, irrespective of the validity, regularity or enforceability of said Security or said Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or indebtedness evidenced thereby, and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in said Security and in this Guarantee. The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect to any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Securities then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of and premium, if any, and interest on all Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or interest by the Company on the Securities to the Holders of the Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent of such repayment the obligations of the Guarantor hereunder shall remain in full force and effect. This Guarantee shall not be valid or become obligatory for any purpose with respect to a Security until a certificate of authentication on such Security shall have been signed by the Trustee (or the authenticating agent). This Guarantee shall be governed by the laws of the State of Wisconsin. IN WITNESS WHEREOF, ALLIANT ENERGY CORPORATION has caused this Guarantee to be signed in its corporate name by the signature of two of its officers thereunto duly authorized and has caused its corporate seal to be affixed hereto or imprinted or otherwise reproduced hereon. ALLIANT ENERGY CORPORATION, as Guarantor ATTEST: By:_________________________ By:________________________________ Name: Name: Title: Title: TRUSTEE CERTIFICATE OF AUTHENTICATION ------------------------------------- This is one of the Senior Notes described in the within-named Indenture. FIRSTAR BANK, N.A., as Trustee By:________________________________ Name: Title: EX-4.4 5 EXHIBIT 4.4 Execution Copy ================================================================================ ALLIANT ENERGY RESOURCES, INC. (a Wisconsin corporation) 7 3/8% SENIOR NOTES DUE 2009 UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY ALLIANT ENERGY CORPORATION (A Wisconsin Corporation) PURCHASE AGREEMENT Dated: November 4, 1999 ================================================================================ Table of Contents Page ---- SECTION 1. Representations and Warranties by the Company and the Parent.......3 (a) Representations and Warranties......................................3 (i) Offering Memorandum..................................................3 (ii) Incorporated Documents..............................................3 (iii) Independent Accountants............................................4 (iv) Financial Statements................................................4 (v) No Material Adverse Change in Business...............................4 (vi) Good Standing of the Company and the Parent.........................5 (vii) Good Standing of Designated Subsidiaries...........................5 (viii) Capitalization....................................................5 (ix) Authorization of Agreement..........................................6 (x) Authorization of the Indenture.......................................6 (xi) Authorization of the Supplemental Indenture.........................6 (xii) Authorization of the Registration Rights Agreement................7 (xiii) Authorization of the Securities...................................7 (xiv) Description of the Securities and the Indenture....................7 (xv) Absence of Defaults and Conflicts...................................7 (xvi) Absence of Labor Dispute...........................................8 (xvii) Absence of Proceedings............................................8 (xviii) Absence of Further Requirements..................................9 (xix) Possession of Licenses and Permits.................................9 (xx) Title to Property..................................................10 (xxi) Environmental Laws................................................10 (xxii) Investment Company Act...........................................11 (xxiii) Similar Offerings...............................................11 (xxiv) Rule 144A Eligibility............................................11 (xxv) No General Solicitation...........................................11 (xxvi) No Registration Required.........................................11 (xxvii) Reporting Company...............................................11 (b) Officer's Certificates..............................................12 SECTION 2. Sale and Delivery to Initial Purchasers; Closing..................12 (a) Securities.........................................................12 (b) Payment............................................................12 (c) Denominations; Registration........................................12 i Page ---- SECTION 3. Covenants of the Company and the Parent...........................13 (a) Offering Memorandum................................................13 (b) Notice and Effect of Material Events...............................13 (c) Amendment to Offering Memorandum and Supplements...................13 (d) Qualification of Securities for Offer and Sale]....................14 (e) Rating of Securities...............................................14 (f) DTC................................................................14 (g) Use of Proceeds....................................................14 (h) Restriction on Sale of Securities..................................14 (i) Filing of Registration Statement...................................14 SECTION 4. Payment of Expenses...............................................15 (a) Expenses...........................................................15 (b) Termination of Agreement...........................................16 SECTION 5. Conditions of Initial Purchasers'Obligations......................16 (a) Opinion of Counsel for Company and the Parent......................16 (b) Opinion of Counsel for Initial Purchasers..........................16 (c) Officers'Certificate...............................................17 (d) Accountants'Comfort Letter.........................................17 (e) Bring-down Comfort Letter..........................................17 (f) Maintenance of Rating..............................................17 (g) Additional Documents...............................................18 (h) Termination of Agreement...........................................18 SECTION 6. Subsequent Offers and Resales of the Securities...................18 (a) Offer and Sale Procedures..........................................18 (i) Offers and Sales only to Qualified Institutional Buyers or Institutional Accredited Investors..................18 (ii) No General Solicitation............................................18 (iii) Purchases by Non-Bank Fiduciaries.................................19 (iv) Subsequent Purchaser Notification..................................19 (v) Minimum Principal Amount............................................19 (vi) Restrictions on Transfer...........................................19 (vii) Delivery of Offering Memorandum...................................19 (b) Covenants of the Company and the Parent............................20 (i) Integration.........................................................20 (ii) Rule 144A Information..............................................20 (iii) Restriction on Repurchases........................................20 (c) Qualified Institutional Buyer......................................20 ii Page ---- SECTION 7. Indemnification...................................................20 (a) Indemnification of Initial Purchasers..............................20 (b) Indemnification of Company and Parent..............................21 (c) Actions against Parties; Notification..............................21 (d) Settlement without Consent if Failure to Reimburse.................22 SECTION 8. Contribution......................................................23 SECTION 9. Representations, Warranties and Agreements to Survive Delivery....24 SECTION 10. Termination of Agreement.........................................24 (a) Termination; General...............................................24 (b) Liabilities........................................................25 SECTION 11. Default by One or More of the Initial Purchasers.................25 SECTION 12. Notices..........................................................26 SECTION 13. Parties..........................................................26 SECTION 14. Governing Law And Time...........................................26 SECTION 15. Effect of Headings...............................................26 SCHEDULES Schedule A - List of Initial Purchasers............................Sch A-1 Schedule B - Pricing Information...................................Sch B-1 Schedule C - List of Subsidiaries..................................Sch C-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel.......................A-1 Exhibit B - Form of Opinion of Parent's Counsel........................B-1 iii ALLIANT ENERGY RESOURCES, INC. (a Wisconsin corporation) $250,000,000 7 3/8% SENIOR NOTES DUE 2009 UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY ALLIANT ENERGY CORPORATION (A WISCONSIN CORPORATION) PURCHASE AGREEMENT November 4, 1999 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Initial Purchasers c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281 Ladies and Gentlemen: Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy Corporation, a Wisconsin corporation (the "Parent"), confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as Representative (in such capacity, the "Representative"), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company's 7 3/8% Senior Notes due 2009 (the "Securities"). The Securities will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Parent and will be issued pursuant to an indenture dated as of November 4, 1999 (the "Indenture") between the Company, the Parent and Firstar Bank, N.A., as trustee (the "Trustee"). The term "Indenture," as used herein, includes the First Supplemental Indenture dated as of November 4, 1999 (the "Supplemental Indenture") establishing the form and terms of the Securities pursuant to Section 2.02 of the Indenture. Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (as defined in Section 2(b)) (the "DTC Agreement"), among the Company, the Trustee and DTC. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers ("Subsequent Purchasers") at any time after this Agreement has been executed and delivered. The Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including the exemption afforded by Rule 144A ("Rule 144A") of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the "Commission") and the exemption under Regulation D ("Regulation D") for sales to a limited number of institutional "accredited investors" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each, an "Institutional Accredited Investor")). Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement"), to be entered at the Closing Time, among the Company, the Parent and the Initial Purchasers, for so long as such Securities constitute "Registrable Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Parent will agree to file with the Commission under the circumstances set forth therein, (i) a registration statement under the 1933 Act (the "Exchange Offer Registration Statement") registering an issue of the Company's 7 3/8% Senior Notes due 2009 identical in all material respects to the Securities (the "Exchange Securities") to be offered in exchange for the Securities (the "Exchange Offer") and (ii), under certain circumstances, a registration statement pursuant to Rule 415 under the 1933 Act (the "Shelf Registration Statement") to register the Securities. The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum dated November 2, 1999 (the "Preliminary Offering Memorandum") and has prepared and will deliver to each Initial Purchaser, on the date hereof or the next succeeding day, copies of a final offering memorandum dated November 4, 1999 (the "Final Offering Memorandum"), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or offering of, the Securities. "Offering Memorandum" means, with respect to any date or time referred to in this Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including exhibits thereto and any documents incorporated therein by reference, which has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities. 2 All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Offering Memorandum. SECTION 1. Representations and Warranties by the Company and the Parent. (a) Representations and Warranties. Except as otherwise noted herein, the Company and the Parent severally and jointly represent and warrant to each Initial Purchaser as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, and severally and jointly agree with each Initial Purchaser, as follows: (i) Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum. (ii) Incorporated Documents. (A) The Offering Memorandum as delivered from time to time shall incorporate by reference the most recent annual report of the Parent on Form 10-K for the year ended December 31, 1998, as amended by Form 10-K/A filed with the Commission on November 1, 1999, the quarterly reports of the Parent on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, each as amended by Form 10-Q/As filed with the Commission on November 1, 1999, and the current reports of the Parent on Form 8-K, both filed with the Commission on January 20, 1999, and any such reports filed with the Commission after the date of the Offering Memorandum and before the end of the offering of the Securities. (B) With respect to this subsection clause (B) of this clause (ii) only, the Parent represents and warrants that the documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission complied or will comply, as the case may be, in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder, and, when read together with the other information in the Offering Memorandum, at the time the Offering Memorandum was issued and at the Closing Time, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 3 (iii) Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Offering Memorandum are independent public accountants with respect to the Company, the Parent and their respective subsidiaries within the meaning of Regulation S-X under the 1933 Act. (iv) Financial Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all materials respects the financial position of the Company and its consolidated subsidiaries and the Parent and its consolidated subsidiaries at the dates indicated and the statement of operations, shareowners' equity and cash flows of the Company and its consolidated subsidiaries and the Parent and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Offering Memorandum present fairly in all materials respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Offering Memorandum present fairly in all materials respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business nor has there been any developments involving a prospective material adverse change of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company and the Parent or any of their respective subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Parent and their respective subsidiaries, and (C) except for regular dividends on the common stock, par value $.01 per share, of the Parent (the "Common Stock") in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Parent on any class of its capital stock. (vi) Good Standing of the Company and the Parent. Each of the Company and the Parent has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin and has corporate power and authority to own, lease and operate their respective properties and to conduct their respective businesses as described in the Offering Memorandum and to enter into and perform their respective obligations under this Agreement; and each of the Company and the Parent is duly qualified as a 4 foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (vii) Good Standing of Designated Subsidiaries. Each material subsidiary of the Company is listed on Schedule C hereto (each subsidiary on the list shall be referred to herein as a "Designated Subsidiary" and, collectively, as the "Designated Subsidiaries"). Each Designated Subsidiary has been duly organized and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of Designated Subsidiaries that are Wisconsin corporations, for certain statutory liabilities that may be imposed by Section 180.0622(b) of the Wisconsin Business Corporation Law (the "WBCL") for unpaid employee wages) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of the Designated Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Designated Subsidiary. (viii) Capitalization. The authorized, issued and outstanding capital stock of the Parent is as set forth in the Offering Memorandum in the columns entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans referred to in the Offering Memorandum or pursuant to the exercise of convertible securities or options referred to in the Offering Memorandum). All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable (except for certain statutory liabilities that may be imposed by Section 180.0622(b) of the WBCL for unpaid employee wages) and are owned by the Parent; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. All of the issued and outstanding shares if capital stock of the Parent have been duly authorized and validly issued and are fully paid and non-assessable (except for certain statutory liabilities that may be imposed by Section 180.0622(b) of the WBCL for unpaid employee wages); and all of the issued and outstanding capital stock of its significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X), including the Company, have been duly authorized and validly issued and are fully paid and non- 5 assessable (except, in the case of such subsidiaries that are Wisconsin corporations, for certain statutory liabilities that may be imposed by Section 180.0622(b) of the WBCL for unpaid employee wages) and (except for directors' qualifying shares and except as otherwise set forth in the Offering Memorandum) are owned directly or indirectly by the Parent, free and clear of all liens, encumbrances, equities or claims. (ix) Authorization of Agreement. The Company and the Parent have all requisite corporate power and authority to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and the Parent. (x) Authorization of the Indenture. The Indenture has been duly authorized by the Company and the Parent and, when executed and delivered by the Company, the Parent and the Trustee, will constitute a valid and binding agreement of the Company and the Parent, enforceable against the Company and the Parent in accordance with its terms, except as (A) the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (xi) Authorization of the Supplemental Indenture The Supplemental Indenture has been duly authorized by the Company and the Parent and, when executed and delivered by the Company, the Parent and the Trustee, will constitute a valid and binding agreement of the Company and the Parent, enforceable against the Company and the Parent in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (xii) Authorization of the Registration Rights Agreement. The Company and the Parent have all requisite corporate power and authority to execute and deliver the Registration Rights Agreement. The Registration Rights Agreement has been duly authorized by the Company and the Parent and, when executed and delivered by the Company, the Parent and the Initial Purchasers, will constitute a valid and binding agreement of the Company and the Parent, enforceable against the Company and the Parent in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency, (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). 6 (xiii) Authorization of the Securities. The Securities have been duly authorized and the Guarantees have been duly authorized and, at the Closing Time, will have been duly executed by the Company and the Securities will have been guaranteed by the Parent and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company and the Parent, enforceable against the Company and the Parent in accordance with their terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (xiv) Description of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and will be in substantially the respective forms last delivered to the Initial Purchasers prior to the date of this Agreement. (xv) Absence of Defaults and Conflicts. None of the Company, the Parent or any of their respective subsidiaries is in violation of their respective charters or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Parent or any of their respective subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company, the Parent or any of their respective subsidiaries is subject (collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement, the Securities and the Guarantees and any other agreement or instrument entered into or issued or to be entered into or issued by the Company and the Parent in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use of Proceeds") and compliance by the Company and the Parent with their respective obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Parent or any of their respective subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in 7 the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (x) the charter or by-laws of the Company, the Parent or any of their respective subsidiaries (except for such conflicts, breaches, defaults, events or liens, charges or encumbrances that would not result in a Material Adverse Effect) or (y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Parent or any of their respective subsidiaries or any of their assets, properties or operations, except for any such violations with respect to this clause (y) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Parent or any of their respective subsidiaries. (xvi) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or the Parent, is imminent, and neither the Company nor the Parent is aware of any existing or imminent labor disturbance by the employees of the Company, its subsidiaries or their respective principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect. (xvii) Absence of Proceedings. Except as disclosed in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or the Parent, threatened, against or affecting the Company, the Parent or any of their respective subsidiaries which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect (A) the properties or assets of the Company, the Parent or any of their respective subsidiaries or (B) the consummation of the transactions contemplated by this Agreement or the performance by the Company and the Parent of their respective obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Company, the Parent or any of their respective subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. (xviii) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company and the Parent of their respective obligations hereunder, in connection with (A) the offering, issuance or sale of the Securities hereunder or the consummation of the 8 transactions contemplated by this Agreement or (B) for the due execution, delivery or performance of the Indenture by the Company and the Parent, except such as have been already obtained and except such as may be required by the securities laws of the various states in which the Securities will be offered or sold and the Public Utility Holding Company Act of 1935, as amended (the "1935 Act") (solely with respect to filings required to be made with the Commission subsequent to the Closing Time), with the offer and sale of the Securities or by the 1933 Act or the Trust Indenture Act of 1939, as amended (the "1939 Act"), in connection with the exchange offer as contemplated by the Registration Rights Agreement. (xix) Possession of Licenses and Permits. The Company, the Parent and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them except where the failure to possess any such Governmental Licenses would not have a Material Adverse Effect; the Company, the Parent and their respective subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and none of the Company, the Parent nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (xx) Title to Property. The Company, the Parent and their respective subsidiaries have good and marketable title to all real property owned by the Company, the Parent and their respective subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company, the Parent or any of their respective subsidiaries; and all of the leases and subleases material to the business of the Company, the Parent and their respective subsidiaries, considered as one enterprise, and under which the Company, the Parent or any of their respective subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and none of the Company, the Parent nor any of their respective subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Parent or any of their respective subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company, the Parent or any subsidiary thereof to the 9 continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect. (xxi) Environmental Laws. Except as described in the Offering Memorandum and the documents incorporated by reference therein and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Company, the Parent or any of their respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company, the Parent and their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company, the Parent or any of their respective subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company, the Parent or any of their respective subsidiaries relating to Hazardous Materials or Environmental Laws. (xxii) Investment Company Act. Neither the Company nor the Parent is, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum will be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xxiii) Similar Offerings. None of the Company, the Parent or any of their respective affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act. 10 (xxiv) Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system. (xxv) No General Solicitation. None of the Company, the Parent, their Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Parent make no representation) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act. (xxvi) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the 1939 Act. (xxvii) Reporting Company. With respect to this clause (xxvii) only, the Parent represents and warrants that it is subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act. (b) Officer's Certificates. Any certificate signed by any officer of the Company and of the Parent or any of their respective subsidiaries delivered to the Representative or to counsel for the Initial Purchasers shall be deemed a representation and warranty by the Company and the Parent to each Initial Purchaser as to the matters covered thereby. SECTION 2. Sale and Delivery to Initial Purchasers; Closing. (a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of the Company at 222 West Washington Avenue, Madison, Wisconsin, 53703, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (eastern time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called the "Closing Time"). 11 Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative for the respective accounts of the Initial Purchasers of certificates for the Securities to be purchased by them. It is understood that each Initial Purchaser has authorized the Representative, for its account, to accept delivery of, receipt for and make payment of the purchase price for, the Securities which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. (c) Denominations; Registration. Certificates for the Securities shall be in such denominations ($100,000 or integral multiples of $1,000 in excess thereof) and registered in such names as the Representative may request in writing at least one full business day before the Closing Time. The certificates representing the Securities shall be made available for examination and packaging by the Initial Purchasers in Madison, Wisconsin not later than 10:00 A.M. on the last business day prior to the Closing Time. SECTION 3. Covenants of the Company and the Parent. The Company and the Parent, jointly and severally, covenant with each Initial Purchaser as follows: (a) Offering Memorandum. The Company and the Parent, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchasers may reasonably request. (b) Notice and Effect of Material Events. The Company and the Parent will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company or the Parent of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the earnings or business affairs of the Company and the Parent and their respective subsidiaries, taken as a whole, nor has there been any developments involving a prospective material adverse change of the Company and the Parent and their respective subsidiaries, taken as a whole, which (i) make any statement in the Offering Memorandum materially false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, the Parent, their counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the 12 statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) Amendment to Offering Memorandum and Supplements. The Company and the Parent will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers, which consent shall not be unreasonably withheld. Neither the consent of the Initial Purchasers, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) Qualification of Securities for Offer and Sale. The Company will use its best efforts, in cooperation with the Initial Purchasers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Representative may designate and will maintain such qualifications in effect as long as required for the sale of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (e) Rating of Securities. The Company shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service Inc. ("Moody's") to provide their respective credit ratings of the Securities. (f) DTC. The Company will cooperate with the Representative and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (g) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Offering Memorandum under "Use of Proceeds." (h) Restriction on Sale of Securities. During a period of five (5) business days from the date of the Closing Time, none of the Company, the Parent or their respective subsidiaries will, without the prior written consent of Merrill Lynch, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or the Parent or securities of the Company or the Parent that are convertible into, or exchangeable for, the Securities or such other debt securities. 13 (i) Filing of Registration Statement. The Company and the Parent (A) shall file the Exchange Offer Registration Statement on an appropriate form under the 1933 Act with the Commission within 135 days of the Closing Time, (B) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 180 days of the Closing Time, (C) shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) shall use their reasonable best efforts to cause the Exchange Offer to be consummated not later than 45 days following the effective date of the Exchange Offer Registration Statement. In the event that (a) the Company and the Parent are not permitted to effect the Exchange Offer as contemplated because of any changes in law, Commission rules or regulations or applicable interpretations thereof by the staff of the Commission, (b) for any other reason, the Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Time or the Exchange Offer is not consummated within 45 days after the effectiveness of the Exchange Offer Registration Statement, (c) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer (d) if, as a result of any changes in law, Commission rules or regulations or applicable interpretations thereof by the staff of the commission or otherwise a holder of Securities (other than an Initial Purchaser holding Securities acquired directly from the Company) is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (e) if, unless the Company determines otherwise, at the time of the issuance of the Exchange Securities or the Private Exchange Securities (as defined herein), the interest rate of such securities will be 300 basis points above the yield to maturity of a United States Treasury obligation having a remaining term equal to the average life of such security, the Company and the Parent shall thereafter use their reasonable best efforts to cause to be declared effective as promptly as practicable but not later than 210 days after the issuance of the Securities a Shelf Registration Statement as provided in the Registration Rights Agreement. For purposes of this Agreement, "Private Exchange Securities" shall mean those securities issued by the Company and the Parent upon the request of any Initial Purchaser for the Securities held by such Initial Purchaser which were acquired from the Company and have the status of an unsold allotment in the initial distribution. The Private Exchange Securities shall be issued and delivered to the Initial Purchaser simultaneously with the delivery of the Exchange Securities in the Exchange Offer. SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing, delivery to the Initial Purchasers and any filing of the Offering Memorandum (including financial statements and any schedules or exhibits and any document incorporated therein by reference) and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Initial Purchasers of this Agreement, any Agreement among Initial Purchasers, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the 14 Securities to the Initial Purchasers, including any transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of the Securities to the Initial Purchasers and any charges of DTC in connection therewith, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto; provided, that, counsel fees in connection therewith do not exceed $5,000, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities and (vii) any fees payable in connection with the rating of the Securities (b) Termination of Agreement. If this Agreement is terminated by the Representative in accordance with the provisions of Section 5 or Section 10(a)(i) hereof, the Company shall reimburse the Initial Purchasers for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Initial Purchasers, provided, that, such fees and expenses do not exceed $200,000. SECTION 5. Conditions of Initial Purchasers' Obligations. The obligations of the several Initial Purchasers hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company and the Parent contained in Section 1 hereof or in certificates of any officer of the Company, the Parent or any of their respective subsidiaries delivered pursuant to the provisions hereof, to the performance in all material respects by the Company and the Parent of their respective covenants and other obligations hereunder, and to the following further conditions: (a) Opinion of Counsel for Company and the Parent. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Foley & Lardner, counsel for the Company, in form and substance satisfactory to counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers to the effect set forth in Exhibit A hereto. In addition, the Representative shall have received the favorable opinion, dated as of the Closing Time of Foley & Lardner, counsel for the Parent, in form and substance satisfactory to counsel for the Initial Purchasers to effect set forth in Exhibit B hereto. Such counsel may also state that they have relied on certificates of public officials and, insofar as such opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Parent and their respective subsidiaries. (b) Opinion of Counsel for Initial Purchasers. At the Closing Time, the Representative shall have received the favorable opinion, dated as of the Closing Time, of Chadbourne & Parke LLP, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers with respect to certain matters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions 15 other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representative. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the Parent and their respective subsidiaries and certificates of public officials. (c) Officers' Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, nor has there been any developments involving a prospective material adverse change of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate of the President, Chief Executive Officer or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct in all materials respects with the same force and effect as though expressly made at and as of the Closing Time and (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. The Representative shall also have received a certificate of the President, Chief Executive Officer or Vice President of the Parent and of the chief financial or chief accounting officer of the Parent, dated as of the Closing Time, to the effect that (i) the representations and warranties in Section 1 hereof are true and correct in all material respects with the same force and effect as through made at and as of the Closing Time and (ii) the Parent has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. (d) Accountants' Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from Arthur Andersen LLP a letter dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Initial Purchasers containing statements and information of the type ordinarily included in accountants' "comfort letters" to Initial Purchasers with respect to the financial statements and certain financial information contained in the Offering Memorandum. (e) Bring-down Comfort Letter. At the Closing Time, the Representative shall have received from Arthur Andersen LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. 16 (f) Maintenance of Rating. At the Closing Time, the Securities shall be rated at least A3 by Moody's and A by S&P, and the Company shall have delivered to the Representative a letter dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representative, confirming that the Securities have such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company's other debt securities by any "nationally recognized statistical rating agency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's other debt securities . (g) Additional Documents. At the Closing Time, counsel for the Initial Purchasers shall have been furnished with such documents as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers. (h) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8 and 9 shall survive any such termination and remain in full force and effect. SECTION 6. Subsequent Offers and Resales of the Securities. (a) Offer and Sale Procedures. Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and Sales only to Qualified Institutional Buyers or Institutional Accredited Investors. Offers and sales of the Securities shall only be made (A) to persons whom the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act ("Qualified Institutional Buyers") or (B) to a limited number of persons who are other institutional accredited investors, as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the 1933 Act that the offeror or seller reasonably believes to be and, with respect to sales and deliveries, that are such institutional accredited investors ("Institutional Accredited Investors"). (ii) No General Solicitation. No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act) will be used in the United States in connection with the offering or sale of the Securities. 17 (iii) Purchases by Non-Bank Fiduciaries. In the case of a non-bank Subsequent Purchaser of a Security acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be an Institutional Accredited Investor or a Qualified Institutional Buyer. (iv) Subsequent Purchaser Notification. Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or (2) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the 1933 Act. (v) Minimum Principal Amount. No sale of the Securities to any one Subsequent Purchaser will be for less than U.S. $100,000 principal amount and no Security will be issued in a smaller principal amount. If the Subsequent Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S. $100,000 principal amount of the Securities. (vi) Restrictions on Transfer. The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Transfer Restrictions," including the legend required thereby, shall apply to the Securities except as otherwise agreed by the Company and the Initial Purchasers. (vii) Delivery of Offering Memorandum. Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery. 18 (b) Covenants of the Company and the Parent. The Company and the Parent, jointly and severally, covenant with each Initial Purchaser as follows: (i) Integration. The Company and the Parent agree that they will not and will cause their respective Affiliates not to, directly or indirectly, solicit any offer to buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the 1933 Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the 1933 Act provided by Section 4(2) thereof or by Rule 144A thereunder or otherwise. (ii) Rule 144A Information. The Company and the Parent agree that, in order to render the Securities eligible for resale pursuant to Rule 144A under the 1933 Act, while any of the Securities remain outstanding, they will make available, upon request, to any holder of Securities or prospective purchasers of Securities the information specified in Rule 144A(d)(4), unless such information is furnished to the Commission pursuant to Section 13 or 15(d) of the 1934 Act. (iii) Restriction on Repurchases. Until the expiration of two years after the original issuance of the Securities, the Company and the Parent will not, and will cause their respective Affiliates not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions). (c) Qualified Institutional Buyer. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company and the Parent that it is a Qualified Institutional Buyer within the meaning of Rule 144A under the 1933 Act and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor"). SECTION 7. Indemnification. (a) Indemnification of Initial Purchasers. The Company and the Parent, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering 19 Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company and the Parent; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Parent, as the case may be, by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum (or any amendment thereto). (b) Indemnification of Company and Parent. Each Initial Purchaser severally agrees to indemnify and hold harmless the Company and the Parent and each person, if any, who controls the Company or the Parent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company or the Parent, as the case may be, by such Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum. (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 20 7(b) above, counsel to the indemnified parties shall be selected by the Parent. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. In addition, the indemnifying party shall be entitled to, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any claim or action brought against an indemnified party with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ one counsel to represent jointly it and those other Initial Purchasers and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Initial Purchasers against the Company and the Parent under this Section 7 if, in the reasonable judgment of the Representative, either (i) there is an actual or potential conflict between the position of the Company and the Parent on the one hand and the Initial Purchasers on the other hand or (ii) there may be defenses available to it or them that are different from or additional to those available to the Company and Parent (in any of which events the Company shall not have the right to direct the defense of such action on behalf of the Representative with respect to such different defenses), in any of which events such reasonable fees and expenses shall be borne by the Company and Parent. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying 21 party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Parent on the one hand and the Initial Purchasers on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Parent on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Parent on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Initial Purchasers, bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Parent on the one hand and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Parent or by the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Parent and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities 22 purchased and sold by it hereunder exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, and each person, if any, who controls the Company or the Parent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company and the Parent. The Initial Purchasers' respective obligations to contribute pursuant to this Section are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint. SECTION 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company, the Parent or any of their respective subsidiaries submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or controlling person, or by or on behalf of the Company or the Parent, and shall survive delivery of the Securities to the Initial Purchasers. SECTION 10. Termination of Agreement. (a) Termination; General. The Representative may terminate this Agreement, by notice to the Company and the Parent, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, nor has there been any developments involving a prospective material adverse change of the Company and the Parent and their respective subsidiaries, in each case, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representative, impracticable to market the Securities or to enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New 23 York Stock Exchange or in the NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive such termination and remain in full force and effect. SECTION 11. Default by One or More of the Initial Purchasers. If one or more of the Initial Purchasers shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers, or (b) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Initial Purchasers shall be directed to the Representative at North Tower, World Financial Center, New York, New York 10281, attention of John Thorndike, Managing Director, notices to the Company shall be directed to it 222 West 24 Washington Avenue, Madison, Wisconsin 53703, attention of Edward M. Gleason and notices to the Parent shall be directed to it at 222 West Washington Avenue, Madison, Wisconsin 53703, attention of Edward M. Gleason. SECTION 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Company, the Parent and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchasers, the Company, the Parent and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Initial Purchasers, the Company, the Parent and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase. SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 15. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 25 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Parent a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers, the Company and the Parent in accordance with its terms. Very truly yours, ALLIANT ENERGY RESOURCES, INC. By /s/ Edward M. Gleason ------------------------------------- Edward M. Gleason Vice President - Treasurer and Corporate Secretary ALLIANT ENERGY CORPORATION By /s/ Edward M. Gleason ------------------------------------- Edward M. Gleason Vice President - Treasurer and Corporate Secretary CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY INC. ABN AMRO INCORPORATED BARCLAYS CAPITAL INC. By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Joe R ------------------------------ Authorized Signatory For itself and as Representative of the other Initial Purchasers named in Schedule A hereto. 26 SCHEDULE A Name of Initial Purchaser Principal Amount of Securities ---------- Merrill Lynch, Pierce, Fenner & Smith Incorporated........ $125,000,000 Morgan Stanley & Co. Incorporated......................... 50,000,000 Salomon Smith Barney Inc.................................. 50,000,000 ABN Amro Incorporated..................................... 12,500,000 Barclays Capital Inc...................................... 12,000,000 --------------- Total..................................................... $250,000,000 =============== Sch A - 1 SCHEDULE B ALLIANT ENERGY RESOURCES, INC. $250,000,000 7 3/8 % SENIOR NOTES DUE 2009 UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY ALLIANT ENERGY CORPORATION 1. The initial public offering price of the Securities shall be 99.45% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. 2. The purchase price to be paid by the Initial Purchasers for the Securities shall be 98.80% of the principal amount thereof. 3. The interest rate on the Securities shall be 7 3/8% per annum. 4. The 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 Notes, at a price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest on the 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 points, plus accrued interest on the 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 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 Notes. Sch B - 1 "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. Sch B - 2 SCHEDULE C List of Subsidiaries Alliant Energy Investments, Inc. Alliant Energy International, Inc. Alliant Energy Industrial Services, Inc. Whiting Petroleum Corporation Sch C - 1 Exhibit A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a) (i) The Company is validly existing as a corporation under the laws of the State of Wisconsin. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each domestic jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable (except for certain statutory liabilities that may be imposed by Section 180.0622(b) of the Wisconsin Business Corporation Law (the "WBCL") for unpaid employee wages); and to the best of our knowledge, none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (v) Each Designated Subsidiary is validly existing as a corporation under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each domestic jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; and, to the best of our knowledge and information, all of the issued and outstanding capital stock of each Designated Subsidiary is owned by the Company, directly or through subsidiaries. (vi) The Company has all requisite corporate power and authority to execute and deliver the Purchase Agreement and to perform its obligations thereunder. The Purchase Agreement has been duly authorized, executed and delivered by the Company. (vii) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance A - 1 with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Indenture, and the Indenture contains legally adequate provisions for the realization of the principal legal rights and benefits offered thereby. (viii) The Supplemental Indenture has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Supplemental Indenture, and the Supplemental Indenture contains legally adequate provisions for the realization of the principal legal rights and benefits offered thereby. (ix) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Initial Purchasers) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, A - 2 obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Registration Rights Agreement, and the Registration Rights Agreement contain legally adequate provisions for the realization of the principal legal rights and benefits offered thereby and (D) with respect to the indemnification and contributions provisions thereof as to which we need express no opinion. (x) The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company, guaranteed by the Parent and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and issued and delivered against payment of the purchase price therefor will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditor's rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Securities, and the Securities contain legally adequate provisions for the realization of the principal legal rights and benefits offered thereby, and will be entitled to the benefits of the Indenture. (xi) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Offering Memorandum. (xii) To the best of our knowledge and based on our discussions with officers of the Company, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or any subsidiary thereof is subject, before or brought by any court or governmental agency or body, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Company of its obligations thereunder or the transactions contemplated by the Offering Memorandum; A - 3 (xiii) The information in the Offering Memorandum under the heading "United States Federal Income Tax Considerations" to the extent that it constitutes matters of law, summaries of legal matters, or legal conclusions, has been reviewed by us, is correct in all material respects. (xiv) All descriptions in the Offering Memorandum of contracts and other documents to which the Company or any of its subsidiaries are a party, to the extent that they describe legal matters, are accurate in all material respects. (xv) To the best of our knowledge and based upon our discussions with officers of the Company, neither the Company nor any of the Designated Subsidiaries is in violation of its charter or by-laws and, no default by the Company or any of the Designated Subsidiaries exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Offering Memorandum or incorporated by reference therein. (xvi) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than such as have already been obtained and such as may be required under the applicable securities laws of the various jurisdictions in which the Securities will be offered or sold and the 1935 Act (solely with respect to filings required to be made with the Commission subsequent to the Closing Time) or by the 1933 Act or the 1939 Act in connection with the exchange offer as contemplated by the Registration Rights Agreement, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement or the due execution, delivery or performance of the Registration Rights Agreement and the Indenture by the Company or for the offering, issuance, sale or delivery of the Securities to the Initial Purchasers or the resale by the Initial Purchasers in accordance with the terms of the Purchase Agreement. (xvii) It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser (assuming the accuracy of the representations and warranties of the Initial Purchasers and each Subsequent Purchaser with respect thereto) in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act. (xviii) The execution, delivery and performance of the Purchase Agreement, the DTC Agreement, the Indenture, the Registration Rights Agreement and the Securities and the consummation of the transactions contemplated in the Purchase Agreement and in the Offering Memorandum (including the use of the proceeds from the sale of the Securities as described in A - 4 the Offering Memorandum under the caption "Use Of Proceeds") and compliance by the Company with its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement and the Securities do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xiv) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Designated Subsidiary pursuant to any material contracts, indentures, mortgages, deeds of trust, loan or credit agreements, notes, leases or any other agreements or instruments set forth on Schedule A hereto, to which the Company or any of the Designated Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, or any Designated Subsidiary is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of the Designated Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any U.S. government, government instrumentality or court, having jurisdiction over the Company or any of the Designated Subsidiaries or any of their respective properties, assets or operations. (xix) The Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the 1940 Act. (xx) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (xxi) The issuance of the Securities complies, and the issuance of the Exchange Securities as contemplated in the Registration Rights Agreement will comply with the Securities and Exchange Commission's Release No. 35-27069, 70-9455 dated as of August 26, 1999. Nothing has come to our attention that would lead us to believe that the Offering Memorandum or any amendment or supplement thereto (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein or omitted therefrom as to which we need make no statement), at the time the Offering Memorandum was issued, at the time any such amended or supplemented Offering Memorandum was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering this opinion, we relied as to matters of fact (but not as to legal conclusions), to the extent we deemed proper, on certificates of responsible officers of the Company and public officials. A - 5 SCHEDULE A TO THE FORM OF OPINION OF COMPANY'S COUNSEL 1. 364-Day Credit Agreement dated as of October 18, 1999 among Alliant Energy Resources, Inc., the Banks named therein, Banc One Capital Markets, Inc., Citibank, N.A., Salomon Smith Barney, Inc., Mellon Bank, N.A. and Wachovia Bank N.A. 2. 3-Year Credit Agreement dated as of October 20, 1997 among IES Diversified Inc. (n/k/a Alliant Energy Resources, Inc.), the Banks named therein, First Chicago Capital Markets, Inc. and Citibank, N.A. A - 6 Exhibit B FORM OF OPINION OF PARENT'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a) (i) The Parent is validly existing as a corporation under the laws of the State of Wisconsin. (ii) The Parent has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement. (iii) The Parent has all requisite corporate power and authority to execute and deliver the Purchase Agreement and to perform its obligations thereunder. The Purchase Agreement has been duly authorized, executed and delivered by the Parent. (iv) The Indenture has been duly authorized, executed and delivered by the Parent and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Indenture, and the Indenture contains legally adequate provisions for the realization of the principal legal rights and benefits offered thereby. (v) The Supplemental Indenture has been duly authorized, executed and delivered by the Parent and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (C) as enforcement B - 1 of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Supplemental Indenture, and the Supplemental Indenture contains legally adequate provisions for the realization of the principal legal rights and benefits offered thereby. (vi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Parent and (assuming the due authorization, execution and delivery thereof by the Initial Purchasers) constitutes a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Registration Rights Agreement, and the Registration Rights Agreement contains legally adequate provisions for the realization of the principal legal rights and benefits offered thereby and (D) with respect to the indemnification and contributions provisions thereof as to which we need express no opinion. (vii) The Guarantees are in the form contemplated by the Indenture, have been duly authorized by the Parent and, when executed by the Parent and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and issued and delivered against payment of the purchase price therefor will constitute valid and binding obligations of the Parent, enforceable against the Parent in accordance with their terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, (B) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (C) as enforcement of certain provisions thereof (specifically, provisions prohibiting waivers or modifications by conduct of the parties or requiring waivers and modifications to be in writing, obligations to pay attorneys' fees and other costs and expenses that are not reasonable, and rights B - 2 to indemnification against the consequences of a party's own misconduct or to the extent deemed to be against public policy) may be limited under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Guarantees, and the Guarantees contain legally adequate provisions for the realization of the principal legal rights and benefits offered thereby, and will be entitled to the benefits of the Indenture. (viii) The documents incorporated by reference in the Offering Memorandum (other than the financial statements, statistical data and supporting schedules therein, as to which no opinion need be rendered), when they were filed with the Commission complied as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder. (ix) To the best of our knowledge and based on our discussions with officers of the Company, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Parent or any subsidiary is a party, or to which the property of the Parent or any subsidiary thereof is subject, before or brought by any court or governmental agency or body, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Parent of its obligations thereunder or the transactions contemplated by the Offering Memorandum. (x) To the best of our knowledge and based upon our discussions with officers of the Company, neither the Parent nor IES Utilities Inc., Wisconsin Power and Light Company and Interstate Power Company (each a "Parent Significant Subsidiary") is in violation of its charter or by-laws, and no default by the Parent or any Parent Significant Subsidiary exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Offering Memorandum or incorporated by reference therein. (xi) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than such as may be required under the applicable securities laws of the various jurisdictions in which the Guarantees will be offered or sold and under the 1935 Act (solely with respect to filings required to be made with the Commission subsequent to the Closing Time), or by the 1933 Act or the 1939 Act in connection with the exchange offer as contemplated by the Registration Rights Agreement, as to which we need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of the Purchase Agreement or the due execution, delivery or performance of the Registration Rights Agreement and the B - 3 Indenture by the Parent or for the offering, issuance, sale or delivery of the Guarantees to the Initial Purchasers or the resale by the Initial Purchasers in accordance with the terms of the Purchase Agreement. (xii) The execution, delivery and performance of the Purchase Agreement, the DTC Agreement, the Indenture, the Registration Rights Agreement and the Securities and the consummation of the transactions contemplated in the Purchase Agreement and in the Offering Memorandum (including the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use Of Proceeds") and compliance by the Parent with its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement and the Securities (including the related guarantees) do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section 1(a)(xiv) of the Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Parent or any Parent Significant Subsidiary thereof pursuant to any material contracts, indentures, mortgages, deeds of trust, loan or credit agreements, notes, leases or any other agreements or instruments set forth on Schedule A hereto, to which the Parent or any Parent Significant Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Parent or any Parent Significant Subsidiary is subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Parent or any Parent Significant Subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to us, of any U.S. government, government instrumentality or court, having jurisdiction over the Parent or any Parent Significant Subsidiary or any of their respective properties, assets or operations. (xiii) The Guarantees satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (xiv) The issuance of the Guarantees complies, and the issuance of the guarantees related to the Exchange Securities as contemplated in the Registration Rights Agreement will comply, with the Securities and Exchange Commission's Release No. 35-27069, 70-9455 dated as of August 26, 1999. Nothing has come to our attention that would lead us to believe that the Offering Memorandum or any amendment or supplement thereto (except for financial statements and schedules and other financial or statistical data included or incorporated by reference therein or omitted therefrom as to which we need make no statement), at the time the Offering Memorandum was issued, at the time any such amended or supplemented Offering Memorandum was issued or at the Closing Time, included or includes an untrue statement of a B - 4 material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering this opinion, we relied as to matters of fact (but not as to legal conclusions), to the extent we deemed proper, on certificates of responsible officers of the Parent and public officials. B - 5 SCHEDULE A TO THE FORM OF OPINION OF PARENT'S COUNSEL 1. Indenture of Mortgage or Deed of Trust dated August 1, 1941, between Wisconsin Power and Light Company ("WP&L") and First Wisconsin Trust Company and George B. Luhman, as Trustees. 2. Rights Agreement, dated January 20, 1999, between Interstate Energy Corporation and Firstar Bank Milwaukee, N.A. 3. Indenture, dated as of June 20, 1997, between WP&L and Firstar Trust Company, as Trustee, relating to debt securities. 4. Officers' Certificate, dated as of June 25, 1997, creating the 7% debentures due June 15, 2007 of WP&L. 5. Officers' Certificate, dated as of October 27, 1998, creating the 5.70% debentures due October 15, 2008 of WP&L. 6. Indenture of Mortgage and Deed of Trust, dated as of September 1, 1993, between IES Utilities Inc. (formerly Iowa Electric Light and Power Company ("IE")) and the First National Bank of Chicago, as Trustee ("1993 Indenture"). 7. Supplemental Indentures to 1993 Indenture; First through Fifth. 8. Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940, between IES Utilities Inc. (formerly IE) and the First National Bank of Chicago, Trustee ("1940 Indenture"). 9. Supplemental Indentures to the 1940 Indenture; First through Sixty-Third. 10. Indenture or Deed of Trust dated as of February 1, 1923, between IES Utilities Inc. (successor to Iowa Southern Utilities Company ("IS") as a result of the merger of IS and IE) and The Northern Trust Company (The First National Bank of Chicago, successor) and Harold H. Rockwell (Richard D. Manella, successor), as Trustees ("1923 Indenture"). 11. Supplemental Indentures to the 1923 Indenture; 24 Supplemental Indentures dated May 1, 1940 through December 1, 1994. 12. Indenture (for Unsecured Subordinated Debt Securities), dated as of December 1, 1995, between IES Utilities Inc. and the First National Bank of Chicago, as Trustee. B - 6 13. Indenture (for Senior Unsecured Debt Securities), dated as of August 1, 1997, between IES Utilities Inc. and the First National Bank of Chicago, as Trustee. 14. The Original through the Nineteenth Supplemental Indentures of Interstate Power Company to The Chase Manhattan Bank and Carl E. Buckley and C. J. Heinzelmann, as Trustees, dated January 1, 1948 securing First Mortgage Bonds. 15. Twentieth Supplemental Indenture of Interstate Power Company to The Chase Manhattan Bank and C.J. Heinzelmann, as Trustees, dated May 15, 1993. 16. Second Amended and Restated Credit Agreement dated as of September 17, 1987 between Arnold Fuel, Inc. and the First National Bank of Chicago and the Amended and Restated Consent and Agreement dated as of September 17, 1987 by IES Utilities Inc. B-7 EX-4.5 6 EXHIBIT 4.5 Execution Copy ================================================================================ REGISTRATION RIGHTS AGREEMENT Dated As of November 9, 1999 among ALLIANT ENERGY RESOURCES, INC., ALLIANT ENERGY CORPORATION and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY & CO. INCORPORATED, SALOMON SMITH BARNEY INC., ABN AMRO INCORPORATED and BARCLAYS CAPITAL INC. ================================================================================ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into this 9th day of November, 1999, among Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), Alliant Energy Corporation, a Wisconsin corporation (the "Parent"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN Amro Incorporated and Barclays Capital Inc. (collectively, the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement, dated November 4, 1999, among the Company, the Parent, as guarantor, and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $250,000,000 principal amount of the Company's 7 3/8% Senior Notes due 2009, (the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Parent have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of l934, as amended from time to time. "Closing Date" shall mean the Closing Time as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. "Exchange Offer" shall mean the exchange offer by the Company and the Parent of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof. "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof. "Exchange Offer Registration Statement" shall mean 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, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. "Exchange Period" shall have the meaning set forth in Section 2.1 hereof. "Exchange Securities" shall mean the 7 3/8% Senior Notes due 2009, issued by the Company under the Indenture containing terms identical to the Securities in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer. "Holder" shall mean an Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. "Indenture" shall mean the Indenture relating to the Securities, dated as of November 4, 1999, between the Company, the Parent and Firstar Bank, N.A., as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. "Initial Purchaser" or "Initial Purchasers" shall have the meaning set forth in the preamble. 2 "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company and other obligors on the Securities or any Affiliate (as defined in the Indenture) of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. "Parent" shall have the meaning set forth in the preamble and shall also include the Parent's successors. "Participating Broker-Dealer" shall mean any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN Amro Incorporated and Barclays Capital Inc. and any other broker-dealer which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. "Person" shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Private Exchange" shall have the meaning set forth in Section 2.1 hereof. "Private Exchange Securities" shall have the meaning set forth in Section 2.1 hereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble. 3 "Registrable Securities" shall mean the Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule l44 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (except in the case of Securities purchased from the Company and continued to be held by the Initial Purchasers). "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Parent with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and the Parent and of the independent public accountants of the Company and the Parent, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Trustee, and any escrow agent or custodian, (viii) in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one special counsel designated in writing by the Majority Holders to represent the Holders of Registrable Securities and (ix) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained by 4 the Company and the Parent in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company and the Parent which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Representative" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers. "SEC" shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission. "SEC Order" shall have the meaning set forth in Section 2.1. "Shelf Registration" shall mean a registration effected pursuant to Section 2.2 hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Parent pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. 2. Registration Under the 1933 Act. 2.1 Exchange Offer. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Parent shall, for the benefit of the Holders, at the cost of the Company and the Parent, (A) prepare and, as soon as practicable but not later than 135 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 5 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 180 days of the Closing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their reasonable best efforts to cause the Exchange Offer to be consummated not later than 45 days after the effective date of the Exchange Offer Registration Statement. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Parent shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Parent shall: (a) mail as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, 6 and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Parent upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer and subject to compliance with applicable securities laws, issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company on a senior basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Parent shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor the Parent shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Parent shall: 7 (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available, (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the judgment of the Company and the Parent, would reasonably be expected to impair the ability of the Company and the Parent to proceed with the Exchange Offer or the Private Exchange and that the Exchange Offer and the Private Exchange shall comply with the provisions of the SEC's Release No. 35-27069, 70-9455 dated as of August 26, 1999 by which the Parent and the Company are bound (the "SEC Order"). The Company and the Parent shall inform the Initial Purchasers of the names and addresses of the Holders to whom the 8 Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 2.2 Shelf Registration. (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Parent are not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or the Exchange Offer is not consummated within 45 days after effectiveness of the Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 180-day period or if the Exchange Offer shall be consummated after such 45-day period, then the obligation of the Company and the Parent under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 180-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer, (iv) if, as a result of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC or otherwise, a Holder (other than an Initial Purchaser holding securities acquired directly from the Company) is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer or (v) if, unless the Company otherwise determines, at the time of issuance of the Exchange Securities or the Private Exchange Securities, the interest rate for such securities will be 300 basis points above the yield to maturity of a United States Treasury obligation having a remaining term equal to the average life of such security, then in case of each of clauses (i) through (v) the Company and the Parent shall, at their cost: (a) As promptly as practicable, file with the SEC, and thereafter shall use their reasonable best efforts to cause to be declared effective as promptly as practicable but no later than 210 days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement. (b) Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the Closing Date, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant 9 to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions hereof, use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, however, that clauses (ii) and (iii) shall not apply to any information relating to any Initial Purchaser or any Holder furnished to the Company in writing by such Initial Purchaser or Holder expressly for use in the Shelf Registration Statement. The Company and the Parent further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 2.3 Expenses. The Company and the Parent shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. 2.4. Effectiveness. (a) The Company and the Parent will be deemed not to have used their reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Company and the Parent 10 voluntarily take any action that would, or omit to take any action which omission would, result in any such Registration Statement not being declared effective or in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period as and to the extent contemplated hereby, unless such action is required by applicable law or, in the case of the Exchange Offer Registration Statement, such action would violate the provisions of the SEC Order. (b) An Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. 2.5 Interest. The Indenture executed in connection with the Securities will provide that in the event that (a) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 135th calendar day following the Closing Date, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th calendar day following the Closing Date, (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 Date (each such event referred to in clauses (a) through (d) above, a "Registration Default"), the interest rate borne by the Securities shall be increased ("Additional Interest") by one-quarter of one percent per annum upon the occurrence of a Registration Default, which rate will increase by an additional one-quarter of one percent at the beginning of the subsequent 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 (0.50%) 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. If the Shelf Registration Statement is unusable by the Holders for any reason after the Shelf Registration Statement has been declared effective by the SEC, 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 11 interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities 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 0.25% per annum of the principal amount of the Securities at the beginning of each 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 this Agreement. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Company and the Parent are otherwise in compliance with this 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 Parent 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 Registrable Securities, 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 Securities 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. 3. Registration Procedures. In connection with the obligations of the Company and the Parent with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company and the Parent shall: (a) prepare and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Company and the Parent, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein and (iv) shall comply in all material respects with the requirements of Regulation S-T under the 1933 Act, 12 and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof (including sales by any Participating Broker-Dealer); (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least five business days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; (d) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, 13 however, that neither the Company nor the Parent shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject; (e) notify promptly each Holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Company and the Parent that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company and the Parent contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Company or the Parent of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Company and the Parent that a post-effective amendment to such Registration Statement would be appropriate; (f) (A) in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution" which section shall be reasonably acceptable to Merrill Lynch on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff 14 of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of Merrill Lynch on behalf of the Participating Broker-Dealers and its counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company and the Parent the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: "If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer;" and (y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act; and (B) in the case of any Exchange Offer Registration Statement, the Company and the Parent agree to deliver to the Initial Purchasers on behalf of 15 the Participating Broker-Dealers upon the effectiveness of the Exchange Offer Registration Statement (i) an opinion of counsel or opinions of counsel substantially in the form attached hereto as Exhibit A, (ii) officers' certificates substantially in the form customarily delivered in a public offering of debt securities and (iii) a comfort letter or comfort letters in customary form to the extent permitted by Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants (or if such a comfort letter is not permitted, an agreed upon procedures letter in customary form) from the independent certified public accountants of the Company and the Parent (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or the Parent or of any business acquired by the Company or the Parent for which financial statements are, or are required to be, included in the Registration Statement) at least as broad in scope and coverage as the comfort letter or comfort letters delivered to the Initial Purchasers in connection with the initial sale of the Securities to the Initial Purchasers; (g) (i) in the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Securities copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information; (h) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment; (i) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested); (j) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may 16 reasonably request at least three business days prior to the closing of any sale of Registrable Securities; (k) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use their reasonable best efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company and the Parent determine that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company and the Parent agree promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request; (l) in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Company and the Parent as shall be reasonably requested by the Holders of Registrable Securities, or the Initial Purchasers on behalf of such Holders, available for discussion of such document upon reasonable advance notice. In connection with such discussions, the Holders or the Initial Purchasers, on behalf of such Holders, shall use their reasonable best efforts to minimize any disruption to the business of the Company and the Parent; (m) obtain a CUSIP number for all Exchange Securities, Private Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Securities, Private Exchange Securities or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary; 17 (n) (i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (o) in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (i) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them; (ii) obtain opinions of counsel to the Company and the Parent and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Securities being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; (iii) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company and the Parent (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or the Parent or of any business acquired by the Company or the Parent for which financial statements are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of Registrable Securities (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), such 18 letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings; (iv) enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings; (v) if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and (vi) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Registrable Securities being sold and the managing underwriters, if any. The above shall be done at (i) the effectiveness of such Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder; (p) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by representatives of the Holders of the Registrable Securities, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any counsel or accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties of the Company and the Parent reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Company and the Parent to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Company and the Parent available for discussion of such documents as shall be reasonably requested by the Initial Purchasers; 19 (q) (i) in the case of an Exchange Offer Registration Statement, a reasonable time prior to the filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and to counsel to the Holders of Registrable Securities and make such changes in any such document prior to the filing thereof as the Initial Purchasers or counsel to the Holders of Registrable Securities may reasonably request and, except as otherwise required by applicable law, not file any such document in a form to which the Initial Purchasers on behalf of the Holders of Registrable Securities and counsel to the Holders of Registrable Securities shall not have previously been advised and furnished a copy of or to which the Initial Purchasers on behalf of the Holders of Registrable Securities or counsel to the Holders of Registrable Securities shall reasonably object, and make the representatives of the Company and the Parent available for discussion of such documents as shall be reasonably requested by the Initial Purchasers; and (ii) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Registrable Securities, to the Initial Purchasers, to counsel for the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if any, make such changes in any such document prior to the filing thereof as the Initial Purchasers, the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel for the Holders of Registrable Securities or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders, the Initial Purchasers of behalf of the Holders of Registrable Securities, counsel to the Holders of Registrable Securities or any underwriter shall reasonably object, and make the representatives of the Company and the Parent available for discussion of such document as shall be reasonably requested by the Holders of Registrable Securities, the Initial Purchasers on behalf of such Holders, counsel for the Holders of Registrable Securities or any underwriter. (r) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange on 20 which similar debt securities issued by the Company or the Parent are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (s) in the case of a Shelf Registration, use their reasonable best efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (t) otherwise comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement of the Parent covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; (u) cooperate and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and (v) upon consummation of an Exchange Offer or a Private Exchange, obtain a customary opinion of counsel to the Company and the Parent addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or Private Exchange, and which includes an opinion that (i) each of the Company and the Parent has duly authorized, executed and delivered the Exchange Securities and/or Private Exchange Securities, as applicable, and the related indenture, and (ii) each of the Exchange Securities and related indenture constitute a legal, valid and binding obligation of the Company and the Parent, enforceable against the Company and the Parent in accordance with its respective terms (with customary exceptions). In the case of a Shelf Registration Statement, the Company and the Parent may (as a condition to such Holder's participation in the Shelf Registration) require each Holder of Registrable Securities (i) to furnish to the Company and the Parent such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company and the Parent may from time to time reasonably request and (ii) to agree in writing to be bound by this Agreement, including the indemnification provisions. 21 In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company and the Parent of the happening of any event or the discovery of any facts, each of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if so directed by the Company and the Parent, such Holder will deliver to the Company and the Parent (at its expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event that the Company and the Parent fail to effect the Exchange Offer or file any Shelf Registration Statement and maintain the effectiveness of any Shelf Registration Statement as provided herein, neither the Company nor the Parent shall file any Registration Statement with respect to any securities (within the meaning of Section 2(1) of the 1933 Act) of the Company or the Parent other than Registrable Securities; notwithstanding the foregoing, the Company and the Parent shall be permitted to file registration statements solely to register securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering and shall be acceptable to the Company and the Parent. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. 4. Indemnification; Contribution. (a) The Company and the Parent jointly and severally agree to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: 22 (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company and the Parent; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 23 (b) Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, the Parent the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company, the Parent, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. In addition, the indemnifying party shall be entitled to, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any claim or action brought against an indemnified party with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense 24 thereof other than reasonable costs of investigation; provided, however, that the Representative shall have the right to employ one counsel to represent jointly it and those other Initial Purchasers and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Initial Purchasers against the Company and the Parent under this Section 4 if, in the reasonable judgment of the Representative, either (i) there is an actual or potential conflict between the position of the Company and the Parent on the one hand and the Initial Purchasers on the other hand or (ii) there may be defenses available to it or them that are different from or additional to those available to the Company and Parent (in any of which events the Company shall not have the right to direct the defense of such action on behalf of the Representative with respect to such different defenses), in any of which events such reasonable fees and expenses shall be borne by the Company and Parent. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such 25 losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company and the Parent on the one hand and the Holders and the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Parent on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Parent, the Holders or the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Parent, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company, the Parent and each Person, if any, who controls the 26 Company or the Parent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company and the Parent. The Initial Purchasers' respective obligations to contribute pursuant to this Section 4 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint. 5. Miscellaneous. 5.1 Rule 144 and Rule 144A. For so long as the Parent is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Parent covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Parent ceases to be so required to file such reports, the Parent covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Parent will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company shall not be subject to the requirements of this Section 5.1, provided, that, it obtains no-action relief from the SEC regarding its reporting requirements under Section 13 or 15 of the 1934 Act and under the 1933 Act. 5.2 No Inconsistent Agreements. Neither the Company nor the Parent has entered into and neither the Company nor the Parent will after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company's or the Parent's other issued and outstanding securities under any such agreements. 5.3 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless 27 the Company and the Parent have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure. 5.4 Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Company or the Parent, as the case may be, by means of a notice given in accordance with the provisions of this Section 5.4, which address initially is the address set forth in the Purchase Agreement with respect to the Initial Purchasers; (b) if to the Company, initially at the Company's address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4 and (c) if to the Parent, initially at the Parent's address set forth in Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture. 5.5 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof. 5.6 Third Party Beneficiaries. The Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable Securities) shall be third party beneficiaries to 28 the agreements made hereunder between the Company and the Parent, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder between the Company and the Parent, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder. 5.7. Specific Enforcement. Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Parent acknowledge that any failure by the Company and the Parent to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the obligations of the Company and the Parent under Sections 2.1 through 2.4 hereof. 5.8. Restriction on Resales. Until the expiration of two years after the original issuance of the Securities and the related guarantees, the Company and the Parent will not, and will cause their "affiliates" (as such term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities and related guarantees which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities and related guarantees submit such Securities and related guarantees to the Trustee for cancellation. 5.9 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.10 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 29 5.12 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 30 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ALLIANT ENERGY RESOURCES, INC. By: /s/ Edward M. Gleason ----------------------------------- Edward M. Gleason Vice President - Treasurer and Corporate Secretary ALLIANT ENERGY CORPORATION, By: /s/ Edward M. Gleason ----------------------------------- Edward M. Gleason Vice President - Treasurer and Corporate Secretary Confirmed and accepted as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY INC. ABN AMRO INCORPORATED BARCLAYS CAPITAL INC. BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Russell Robertson ----------------------------------- Name: Russell Robertson Title: Managing Director 31 Exhibit A Form of Opinion of Counsel Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. ABN Amro Incorporated Barclays Capital Inc. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: We have acted as counsel for Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy Corporation, a Wisconsin corporation (the "Parent"), in connection with the sale by the Company to the Initial Purchasers (as defined below) of $250,000,000 aggregate principal amount of 7 3/8% Senior Notes due 2009 of the Company pursuant to the Purchase Agreement dated November 4, 1999 (the "Purchase Agreement") among the Company, the Parent, as guarantor and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN Amro Incorporated and Barclays Capital Inc. (collectively, the "Initial Purchasers") and the filing by the Company and the Parent of an Exchange Offer Registration Statement (the "Registration Statement") in connection with an Exchange Offer to be effected pursuant to the Registration Rights Agreement (the "Registration Rights Agreement"), dated November 9, 1999 among the Company, the Parent and the Initial Purchasers. This opinion is furnished to you pursuant to Section 3(f)(B) of the Registration Rights Agreement. Unless otherwise defined herein, capitalized terms used in this opinion that are defined in the Registration Rights Agreement are used herein as so defined. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. In rendering this opinion, as to all matters of fact relevant to this opinion, we have assumed the completeness and accuracy of, and are relying solely upon, the representations and warranties of the Company and the Parent set forth in the Purchase Agreement and the statements set forth in certificates of public officials and officers of the Company and the Parent, without making any independent investigation or inquiry with respect to the completeness or accuracy of such representations, warranties or statements, other than a review of the certificate of incorporation, by-laws and relevant minute books of the Company and the Parent. Based on and subject to the foregoing, we are of the opinion that: 1. The Exchange Offer Registration Statement and the Prospectus (other than the financial statements, notes or schedules thereto and other financial and statistical data and supplemental schedules included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel need express no opinion), comply as to form in all material respects with the requirements of the 1933 Act and the applicable rules and regulations promulgated under the 1933 Act. We have participated in the preparation of the Registration Statement and the Prospectus and in the course thereof have had discussions with representatives of the Underwriters, officers and other representatives of the Company, the Parent and Arthur Andersen LLP, the independent public accountants of the Company and the Parent, during which the contents of the Registration Statement and the Prospectus were discussed. We have not, however, independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus. Based on our participation as described above, nothing has come to our attention that would lead us to believe that the Registration Statement (except for financial statements and schedules and other financial and statistical data included therein as to which we make no statement) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (except for financial statements and schedules and other financial and statistical data included therein, as to which such counsel need make no statement), at the time the Prospectus was issued, at the time any such amended or supplemented Prospectus was issued or at the Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. This opinion is being furnished to you solely for your benefit in connection with the transactions contemplated by the Registration Rights Agreement, and may not be used for any other purpose or relied upon by any person other than you. Except with our prior written consent, the opinions herein expressed are not to be used, circulated, quoted or otherwise referred to in connection with any transactions other than those contemplated by the Registration Rights Agreement by or to any other person. Very truly yours, 2 EX-5 7 EXHIBIT 5 FOLEY & LARDNER ATTORNEYS AT LAW CHICAGO FIRSTAR CENTER SACRAMENTO DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE MADISON FACSIMILE (414) 297-4900 TAMPA MILWAUKEE WASHINGTON, D.C. ORLANDO WEST PALM BEACH December 15, 1999 Alliant Energy Resources, Inc. Alliant Energy Corporation 222 West Washington Avenue Madison, Wisconsin 53703 Ladies and Gentlemen: We have acted as counsel for Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy Corporation, a Wisconsin corporation and the parent corporation of the Company (the "Parent Guarantor"), in connection with the preparation of a Registration Statement on Form S-4, including the Prospectus constituting a part thereof (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an offer to exchange (the "Exchange Offer") the Company's new 7 3/8% Senior Notes due 2009 (the "New Senior Notes") for an equal principal amount of the Company's outstanding 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes"). The New Senior Notes will be fully and unconditionally guaranteed (the "New Senior Note Guarantees") by the Parent Guarantor. The Existing Senior Notes were issued, and the New Senior Notes will be issued, pursuant to an Indenture, dated as of November 4, 1999 (the "Indenture"), among the Company, the Parent Guarantor and Firstar Bank, N.A., as Trustee (the "Trustee"), as supplemented and amended by the First Supplemental Indenture, dated as of November 4, 1999 (the "Supplemental Indenture"), among the Company, the Parent Guarantor and the Trustee. In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus; (b) the Indenture and the Supplemental Indenture (included as Exhibits 4.1 and 4.2, respectively, to the Registration Statement); (c) the form of the New Senior Notes and the New Senior Note Guarantees (included as Exhibit 4.3 to the Registration Statement); and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. In our examination of the above referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments Foley & Lardner Alliant Energy Resources, Inc. Alliant Energy Corporation December 15, 1999 Page 2 submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Based upon the foregoing, assuming that the Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by, and represent the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture and the Supplemental Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that: 1. The New Senior Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture and the Supplemental Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms; and 2. The New Senior Note Guarantees, when duly executed and delivered by or on behalf of the Parent Guarantor in the form contemplated by the Indenture and the Supplemental Indenture upon the terms set forth in the Exchange Offer, will be legally issued and valid and binding obligations of the Parent Guarantor enforceable in accordance with their terms; except, in each case, as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors' rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject, in each case, to the qualification that certain provisions thereof may be unenforceable in whole or in part under the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the New Senior Notes or the New Note Senior Guarantees and each of them contain legally adequate provisions for the realization of the principal legal rights and benefits afforded thereby. We hereby consent to the reference to our firm under the caption "Legal Matters" in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner FOLEY & LARDNER EX-12 8 EXHIBIT 12 Alliant Energy Corporation RATIO OF EARNINGS TO FIXED CHARGES
Nine Months Ended Years Ended December 31, September 30, 1994 1995 1996 1997 1998 1998 1999 ----------------------------------------------------------- ----------------------- (Dollars in thousands) Income from continuing operations before preferred dividends $ 153,742 $ 165,839 $ 163,775 $ 151,271 $ 103,374 $ 76,505 $ 156,813 Federal & state income taxes 84,156 97,018 105,760 81,733 58,113 53,889 91,623 ----------------------------------------------------------- ----------------------- Net income before income taxes 237,898 262,857 269,535 233,004 161,487 130,394 248,436 ----------------------------------------------------------- ----------------------- Interest expense 100,873 111,422 113,321 122,563 129,363 95,045 100,347 Estimated interest component of rent expense 8,795 9,712 8,880 9,438 8,994 6,599 5,977 ----------------------------------------------------------- ----------------------- Fixed charges as defined 109,668 121,134 122,201 132,001 138,357 101,644 106,324 ----------------------------------------------------------- ----------------------- Earnings as defined $ 347,566 $ 383,991 $ 391,736 $ 365,005 $ 299,844 $ 232,038 $ 354,760 =========================================================== ======================= Ratio of Earnings to Fixed Charges (Unaudited) 3.17 3.17 3.21 2.77 2.17 2.28 3.34 =========================================================== =======================
EX-23.1 9 CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 29, 1999 (except with respect to the matters discussed in Notes 5c and 17, as to which the date is October 29, 1999) on the consolidated financial statements of Interstate Energy Corporation (name changed to Alliant Energy Corporation as of May 20, 1999) included in Alliant Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1998, as amended by Alliant Energy Corporation's Form 10-K/A filed November 1, 1999 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Milwaukee, Wisconsin December 15, 1999 EX-24 10 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Alan B. Arends hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Alan B. Arends Alan B. Arends POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Rockne G. Flowers hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Rockne G. Flowers Rockne G. Flowers POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Joyce L. Hanes hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Joyce L. Hanes Joyce L. Hanes POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Lee Liu hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Lee Liu Lee Liu POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Katherine C. Lyall hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Katherine C. Lyall Katherine C. Lyall POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Arnold M. Nemirow hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Arnold M. Nemirow Arnold M. Nemirow POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Milton M. Neshek hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Milton M. Neshek Milton M. Neshek POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Jack R. Newman hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Jack R. Newman Jack R. Newman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Judith D. Pyle hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Judith D. Pyle Judith D. Pyle POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Robert D. Ray hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Robert D. Ray Robert D. Ray POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Robert W. Schlutz hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Robert W. Schlutz Robert W. Schlutz POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Wayne H. Stoppelmoor hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Wayne H. Stoppelmoor Wayne H. Stoppelmoor POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Anthony R. Weiler hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Alliant Energy Resources, Inc. (the "Company") and Alliant Energy Corporation (the "Parent") to the Registration Statement on Form S-4, and any amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured debt securities to be issued by the Company and unconditionally guaranteed by the Parent, after the consummation of the private placement of such debt securities, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities and related guarantees under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 20th day of October, 1999. /s/ Anthony R. Weiler Anthony R. Weiler EX-25 11 EXHIBIT 25 Securities and Exchange Commission Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------------------- Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)______ ---------------------- FIRSTAR BANK, N.A. (Exact name of trustee as specified in its charter) Wisconsin 39-0281225 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U. S. National Bank) Identification Number) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip Code) Firstar Bank, N.A. 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Telephone (414) 765-5725 (Name, address, and telephone number of agent for service) Alliant Energy Resources, Inc. (Exact name of obligor as specified in its charter) Wisconsin 39-1605561 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 200 First Street SE Cedar Rapids, Iowa 52401 (Address of principal executive offices) (Zip Code) 7 3/8% Senior Notes due 2009 (Title of indenture securities) Alliant Energy Corporation (Exact name of obligor as specified in its charter) Wisconsin 39-1380265 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 222 West Washington Avenue Madison, Wisconsin 53703 53703 (Address of principal executive offices) (Zip Code) Guarantees of 7 3/8% Senior Notes due 2009 (Title of indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The corporate trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 3. Voting Securities of the Trustee. Furnish the following information as to each class of voting securities of the trustee: As of December 13, 1999 Col. A Col. B Title of class Amount outstanding Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 4. Trusteeships under Other Indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 5. Interlocking Directorates and Similar Relationships with the Obligor or Underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor: As of December 13, 1999 Col. A Col. B Col. C Col. D Name of owner Title of class Amount owned Percentage of beneficially voting securities represented by amount given in Col. C Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 7. Voting Securities of the Trustee Owned by Underwriters or their Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: As of December 13, 1999 Col. A Col. B Col. C Col. D Name of owner Title of class Amount owned Percentage of beneficially voting securities represented by amount given in Col. C Per General Instruction B to form T-1, no response is required to this item as the obligor is not presently in default. Item 8. Securities of the Obligor Owned or Held by the Trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of December 13, 1999 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percent of the securities beneficially or held class represented are voting as collateral security by amount given or nonvoting for obligations in Col. C securities in default Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 9. Securities of Underwriters Owned or Held by the Trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: As of December 13, 1999 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of December 13, 1999 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 11. Ownership or Holdings by the Trustee of any Securities of a Person Owning 50 Percent or More of the Voting Securities of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of December 13, 1999 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 12. Indebtedness of the Obligor to the Trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: As of December 13, 1999 Col. A Col. B Col. C Nature of indebtedness Amount outstanding Date due Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. A copy of the Articles of Association of Firstar Bank, N.A. as now in effect (filed herewith). 2. Certificate of authority of the Trustee to commence business (contained in Exhibit 1). 3. Authorization of the Trustee to exercise trust (filed herewith). 4. A copy of the existing By-Laws of Firstar Bank, N.A. (filed herewith). 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (filed herewith). 7. A copy of the latest report of condition of the Trustee (formerly known as Firstar Bank Milwaukee, N.A.) published pursuant to law or the requirement of its supervising or examining authority (filed herewith). SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Firstar Bank, N.A., a corporation organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, and State of Wisconsin, on the 13th day of December, 1999. FIRSTAR BANK, N.A. (Trustee) By: /s/Yvonne Siira --------------- Yvonne Siira, Assistant Vice President -------------------------------------- (Name and title) By: /s/Pamela Warner ------------------- Pamela Warner, Assistant Secretary ---------------------------------- (Name and title) Exhibit 1 FIRSTAR BANK, NATIONAL ASSOCIATION ---------------------------------- CHARTER NO. 24 -------------- ARTICLES OF ASSOCIATION ----------------------- FIRST: The title of this Association shall be "Firstar Bank, National Association". SECOND: The main office of the Association shall be in the city of Cincinnati, County of Hamilton, State of Ohio. The general business of the Association shall be conducted at its main office and its branches. THIRD: The Board of Directors of this Association shall consist of not less than five (5) nor more than twenty-five (25) shareholders, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by re solution of the shareholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors. FOURTH: The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified thereof by the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. FIFTH: The authorized amount of capital stock of this Association shall be 3,640,000 shares of common stock of the par value of five dollars ($5.00) each, but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix. The Association, at any time and from time to time, may authorize and issue debt obligations, Whether or not subordinated, without the approval of the shareholders. SIXTH: The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board, unless the Board appoints another Director to be the Chairman. The Board of Directors shall have the power to appoint one or more Vice Presidents; and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all Bylaws that it may be lawful for them to make and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH: The Board of Directors, without need for approval of shareholders, shall have the power to change the location of the main office of this Association to any other place within the limits of Cincinnati, Ohio, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the shareholders, but subject to the approval of the Comptroller of the Currency. EIGHTH: The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. NINTH: The Board of Directors of this Association, the Chairman of the Board, the President, or any three or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. TENTH: Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Association for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer, or employee of the Association or of any firm, corporation, or organization which he served in any such capacity at the request of the Association. Provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the Association. And, provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Association, or the Board of Directors, acting by vote of Directors not parties to the same or substantially the same action, suit or proceeding, constituting a majority of the whole number of Directors. And, provided further, that no director, officer or employee shall be so indemnified or reimbursed for expenses, penalties or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency where said proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to this Association. The foregoing right of indemnification shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law. The Association may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers and other employees to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all directors, officers, or employees. ELEVENTH: These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law and in that case by the vote of the holders of such greater amount. r/legal/articles Exhibit 3 Comptroller of the Currency Administrator of National Banks Certificate of Fiduciary Powers I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Firstar Bank, National Association," Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1062, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to (seal) be affixed to these presents at the Treasury Department in the City of Washington and District Of Columbia, this 19th day of October, 1999. /s/ John D. Hawke, Jr. ----------------------- Comptroller of the Currency Exhibit 4 FIRSTAR BANK, N. A. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS SECTION 1. ANNUAL MEETING - ------------------------- The annual meeting of shareholders shall be held in the main banking house of the Association at 11:00 a.m. on the second Tuesday in March of each year. Notice of such meeting shall be mailed to shareholders not less than ten (10) nor more than sixty (60) days prior to the meeting date. SECTION 2. SPECIAL MEETINGS - --------------------------- Special meetings of shareholders may be called and held at such times and upon such notice as is specified in the Articles of Association. SECTION 3. QUORUM - ----------------- A majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. SECTION 4. INSPECTORS - --------------------- The Board of Directors may, and in the event of its failure so to do, the Chairman of the Board shall appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders. SECTION 5. VOTING - ----------------- In deciding on questions at meetings of shareholders, except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit. SECTION 6. WAIVER AND CONSENT - ----------------------------- The shareholders may act without notice and/or a meeting by a unanimous written consent by all shareholders. ARTICLE II SECTION 1. TERM OF OFFICE - ------------------------- The directors of this Association shall hold office for one year and until their successors are duly elected and qualified. SECTION 2. REGULAR MEETINGS - --------------------------- The organizational meeting of the Board of Directors shall be held on the same date as soon as practical following the annual meeting of shareholders at the main banking house. Other regular meetings of the Board of Directors shall be held without notice at 11:00 a.m. on the second Tuesday of June, September and December, at the main banking house, or, provided notice is given by telegram, letter, telephone or in person to every Director, at such time and place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day. SECTION 3. SPECIAL MEETINGS - --------------------------- Special meetings of the Board of Directors may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by telegram, letter, telephone or in person to every Director. SECTION 4. QUORUM - ----------------- A majority of the entire membership of the Board shall constitute a quorum of any meeting of the Board. SECTION 5. NECESSARY VOTE - ------------------------- A majority of those Directors present and voting at any meeting of the Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or By-Laws of this Association. SECTION 6. COMPENSATION - ------------------------- Directors, excluding full-time employees of the Bank, shall receive such reasonable compensation as may be fixed from time to time by the Board of Directors. SECTION 7. ELECTION-AGE LIMITATION - ---------------------------------- No person shall be elected or re-elected a Director after reaching his seventieth (70th) birthday, provided that any person who is a Director on December 10, 1985, may continue to be re-elected a Director until he reaches his seventy-fifth (75th) birthday. SECTION 8. RETIREMENT-AGE LIMITATION - ------------------------------------ Every Director of the Bank shall retire no later than the first month next following his seventieth (70th) birthday, except for any person who was a Director on December 10, 1985, who shall retire not later than the first of the next month following his seventy-fifth (75th) birthday. SECTION 9. DIRECTORS EMERITUS - ----------------------------- The Board shall have the right from time to time to choose as Directors Emeritus persons who have had prior service as members of the Board and who may receive such compensation as shall be fixed from time to time by the Board of Directors. ARTICLE III OFFICERS SECTION 1. WHO SHALL CONSTITUTE - ------------------------------- The officers of the Association shall be a Chairman of the Board, a President, a Secretary, and other officers such as Chairman of the Executive Committee, Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Trust Officers, Trust Investment Officers, Trust Real Estate Officers, Assistant Trust Officers, a Controller, Assistant Controller, an Auditor and Assistant Auditors, as the Board may appoint from time to time. Any person may hold two offices. The Chairman of the Board, all Vice Chairmen of the Board and the President shall at all times be members of the Board of Directors. SECTION 2. TERM OF OFFICE - ------------------------- All officers shall be elected for and shall hold office for one year and until their successors are elected and qualified, subject to the right in the Board of Directors by a majority vote of the entire membership to discharge any officer at any time. SECTION 3. CHAIRMAN OF THE BOARD - -------------------------------- The Chairman of the Board shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. In addition, unless the Board of Directors shall have designated the President to be the Chief Executive Officer, the Chairman of the Board shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer. He shall, when present, preside at all meetings of shareholders and directors and shall be ex officio a member of all committees of the Board. He shall name all members of the committees of the Board, subject to the confirmation thereof by the Board. If he is Chief Executive Officer, in the event there is a vacancy in the position of President or in the event of the absence or incapacity of the President, the Chairman may appoint, or in the event of his failure to do so, the Board of Directors or the Executive Committee thereof may designate, any Vice Chairman of the Board, any Executive Vice President or any Senior Vice President of the Association temporarily to exercise the powers and perform the duties of the Chairman as Chief Executive Officer when the Chairman is absent or incapacitated. If the President has been designated Chief Executive Officer by the Board of Directors, in the event that there is a vacancy in the position of the President or in the event of the absence or incapacity of the President, the Chairman shall be the Chief Executive Officer of the Association and shall have all the powers and perform all the duties of the President, including the powers to name temporarily a Chief Executive Officer to serve in the absence of the Chairman. SECTION 4. PRESIDENT - -------------------- The President shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a vacancy in the position of the Chairman or in the event of the absence or incapacity of the Chairman. If the Chairman has been designated Chief Executive Officer by the Board of Directors, in the event that there is a vacancy in the position of the Chairman of the Board or in the event of the absence or incapacity of the Chairman of the Board, the President shall be the Chief Executive Officer of the Association and shall have all the powers and perform all the duties of the Chairman of the Board, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President. SECTION 5. CHAIRMAN OF THE EXECUTIVE COMMITTEE - ---------------------------------------------- The Board of Directors shall have the power to elect a Chairman of the Executive Committee. Any such Chairman of the Executive Committee shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the President or by the Board of Directors. SECTION 6. VICE CHAIRMEN OF THE BOARD - ------------------------------------- The Board of Directors shall have the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairmen of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the Chairman of the Board or by the Board of Directors. SECTION 7. OTHER OFFICERS - ------------------------- The Secretary and all other officers appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors. SECTION 8. RETIREMENT - --------------------- Every officer of the Association shall retire not later than the first of the month next following his 65th birthday. The Board of Directors may, in its discretion, set the retirement date and terms of retirement of an officer at a date later than provided above. ARTICLE IV COMMITTEES SECTION 1. EXECUTIVE COMMITTEE - ------------------------------ There shall be a standing committee of Directors in this Association to be known as the Executive Committee. This committee shall meet at 11:00 a.m. on the-first and last two Tuesdays of each month. It shall have all of the powers of the Board of Directors between meetings of the Board, except as the Board only by law is authorized to perform or exercise. All actions of the Executive Committee shall be reported to the Board of Directors. In the event that any member of the Executive Committee is unable to attend a meeting of that committee, the Chairman of the Board or the President may, at his discretion, appoint another Director to attend said meeting of the Executive Committee and for that meeting to serve as a member of the Executive Committee with full power to act in place of the absent regular member of the Committee. SECTION 2. COMPENSATION COMMITTEE - --------------------------------- There shall be a standing committee of Directors of this Association to be known as the Compensation Committee who shall review the compensation of all Executive Officers and those officers who participate in the Profit Sharing Pool as well as fees for directors of the Association. They will recommend specific compensation arrangements to the Board of Directors for their confirmation. SECTION 3. COMMITTEE ON AUDIT - ----------------------------- There shall be a standing committee of Directors of this Association to be known as the Committee on Audit, none of whose members shall be active officers of the Association. This Committee shall make or cause to be made a suitable examination of the affairs of the Association and the Trust Department at least once during each period of twelve months. The results of such examination shall be reported in writing to the Board at the next regular meeting thereafter stating whether the Association and/or Trust Department is in a sound solvent condition, whether adequate internal audit controls and procedures are being maintained and make such recommendations as it deems advisable. SECTION 4. TRUST COMMITTEE - -------------------------- There shall be a standing committee of Directors of this Association to be known as the Trust Committee. The Trust Committee shall determine policies of the Department and review actions of the Trust Investment Committee. All actions of the Trust Committee shall be reported to the Board of Directors. SECTION 5. TRUST POLICY COMMITTEE - --------------------------------- There shall be a standing committee of this Association to be known as the Trust Policy Committee composed of officers of the Association. The Trust Policy Committee or such officers as may be duly designated by the Trust Policy Committee, shall pass upon the acceptance of all trusts, the closing out or relinquishment of all trusts and the making, retention, or disposition of all investments of trust funds in conformity with policies established by the Trust Committee. Actions of the Trust Policy Committee shall be reported to the Trust Committee. SECTION 6. PENSION COMMITTEE - ---------------------------- There shall be a standing committee of directors or officers of this Association to be known as the Pension Committee, who shall have the powers and duties as set forth in the Association's Employees' Pension Plan. A report of the condition of the pension fund shall be submitted annually to the Board of Directors. SECTION 7. OTHER COMMITTEES - --------------------------- The Chairman may appoint, from time to time, other committees for such purposes and with such powers as he or the Board may direct. ARTICLE V SEAL SECTION 1. IMPRESSION - --------------------- The following is an impression of the seal of this Association. G:CORPSEC:BANK:BYLAWS EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939 Firstar Bank, N.A., as Trustee herein named, hereby consents that reports of examination of said Trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRSTAR BANK, N.A. (Trustee) By: /s/ Yvonne Siira ---------------- Yvonne Siira, Assistant Vice President -------------------------------------- (Name and title) By: /s/ Pamela Warner ----------------- Pamela Warner, Assistant Secretary ---------------------------------- (Name and title) Dated: December 13, 1999 EXHIBIT 7 Legal Title of Bank: Firstar Bank Milwaukee, N.A. Call Date: 12/31/98 ST-BK: 55-9180 FFIEC 031 Address: 777 East Wisconsin Avenue Page RC-1 City, State Zip: Milwaukee, Wisconsin 53202 FDIC Certificate No.: | 0 | 5 | 3 | 0 | 8 | CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS for December 31, 1998 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC--Balance Sheet
| C400 | Dollar Amounts in Thousands RCFD Bil Mil Thou - ----------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): . | / / / / / / / / / / / / / / | a. Noninterest-bearing balances and currency and coin (1)................. 0081 940,843 1.a. b. Interest-bearing balances (2).......................................... 0071 4,624 1.b. 2. Securities .............................................................. | / / / / / / / / / / / / / / | a. Held-to-maturity securities (from Schedule RC-B, Column A):............ 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, Column D)........... 1773 911,883 2.b. 3. Federal funds sold and securities purchased under agreements to resell ... 1350 936,258 3. 4. Loans and lease financing receivables:..................................... | / / / / / / / / / / / / / / | a. Loans and leases, net of unearned income .............................. | / / / / / / / / / / / / / / | (from Schedule RC-C)......................... | RCFD 2122 | 5,832,760 | / / / / / / / / / / / / / / | 4.a. b. LESS: Allowance for loan and lease losses. | RCFD 3123 | 84,275 | / / / / / / / / / / / / / / | 4.b. c. LESS: Allocated transfer risk reserve.. | RCFD 3128 | 0 | / / / / / / / / / / / / / / | 4.c. d. Loans and leases, net of unearned income, allowance, and reserve....... | / / / / / / / / / / / / / / | (Item 4.a. minus 4.b. and 4.c.)........................................ 2125 5,748,485 4.d. 5. Trading assets (from Schedule RC-D)........................................ 3545 13,839 5. 6. Premises and fixed assets (including capitalized leases)................... 2145 145,301 6. 7. Other real estate owned (from Schedule RC-M)............................... 2150 88 7. 8. Investments in unconsolidated subsidiaries and associated companies........ | / / / / / / / / / / / / / / | (from Schedule RC-M)....................................................... 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding............... 2155 9,891 9. 10. Intangible assets (from Schedule RC-M)..................................... 2143 110,634 10. 11. Other assets (from Schedule RC-F).......................................... 2160 147,531 11. 12. Total assets (sum of items 1 through 11)................................... 2170 8,969,377 12. - ----------- (1) Includes cash items in process of collection and unposted debits (2) Includes time certificates of deposit not held for trading
LIABILITIES 13. Deposits: .............................................................. | / / / / / / / / / / / / / / | a. In domestic offices (sum of totals of columns A and C from............. | / / / / / / / / / / / / / / | Schedule RC-E, part 1)................................................. RCON 2200 5,325,682 13.a. (1) Noninterest-bearing (1)...................| RCON 6631 | 1,458,862 | / / / / / / / / / / / / / / | 13.a.(1) (2) Interest-bearing..........................| RCON 6636 | 3,866,820 | / / / / / / / / / / / / / / | 13.a.(2) b. In foreign offices, Edge and Agreement ................................ | / / / / / / / / / / / / / / | subsidiaries, and IBFs (from Schedule RC-E, part II)................... RCFN 2200 404,324 13.b. (1) Noninterest-bearing.......................| RCFN 6631 | 582 | / / / / / / / / / / / / / / | 13.b.(1) (2) Interest-bearing..........................| RCFN 6636 | 403,742 | / / / / / / / / / / / / / / | 13.b.(2)
Schedule RC--Balance Sheet
| C400 | Dollar Amounts in Thousands RCFD Bil Mil Thou - ----------------------------------------------------------------------------------------------------------------- LIABILITIES (continued) 14. Federal funds purchased and securities sold under agreements to repurchase. RCON 2800 1,834,422 14. 15. a. Demand notes issued to the U.S. Treasury............................... RCON 2840 99,271 15.a. b. Trading liabilities (From Schedule RC-D)............................... RCFD 3548 12,368 15.b. 16. Other borrowed money (including mortgage indebtedness and obligations under | / / / / / / / / / / / / / / | capitalized leases) ....................................................... | / / / / / / / / / / / / / / | a. With a remaining maturity of one year or less.......................... RCFD 2332 25,937 16.a. b. With a remaining maturity of more than one year through three years.... RCFD A547 0 16.b. c. With a remaining maturity of more than three years..................... RCFD A547 20,000 16.c. 17. Not applicable. | / / / / / / / / / / / / / / | 18. Bank's liability on acceptances executed and outstanding................... RCFD 2920 9,891 18. 19. Subordinated notes and debentures (2)...................................... RCFD 3200 413,191 19. 20. Other liabilities (from Schedule RC-G)..................................... RCFD 2930 190,228 20. 21. Total liabilities (sum of items 13 through 20)............................. RCFD 2948 8,335,314 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ............................. RCFD 3838 0 23. 24. Common stock .............................................................. RCFD 3230 76,600 24. 25. Surplus (exclude all surplus related to preferred stock)................... RCFD 3839 139,073 25. 26. a. Undivided profits and capital reserves.................................. RCFD 3632 400,214 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.. RCFD 8434 18,176 26.b. 27. Cumulative foreign currency translation adjustments........................ RCFD 3284 0 27. 28. Total equity capital (sum of items 23 through 27).......................... RCFD 3210 634,063 28. 29. Total liabilitiesand equity capital (sum of items 21 and 28)............... RCFD 3300 8,969,377 29. MEMORANDUM To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the Number bank by independent external auditors as of any date during 1997............. RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in 5 = Review of the bank's financial statements accordance with generally accepted auditing by external auditors. standards by a certified public accounting firm which submits a report on the bank. 2 = Independent audit of the bank's parent 6 = Compilation of the bank's financial holding company conducted in accordance statements by external auditors. with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately). 3 = Directors' examination of the bank 7 = Other audit procedures (excluding tax conducted in accordance with generally preparation work). accepted auditing standards by a certified public accounting firm (may be required by state chartering authority). 4 = Directors' examination of the bank 8 = No external audit work. performed by other external auditors (may be required by state chartering authority). - ----------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus.
EX-99.1 12 EXHIBIT 99.1 LETTER OF TRANSMITTAL ALLIANT ENERGY RESOURCES, INC. Offer to Exchange Registered 7 3/8% Senior Notes due 2009 For Any and All Outstanding Unregistered 7 3/8% Senior Notes due 2009 Pursuant to the Prospectus dated ____________, 1999 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ____________, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). - -------------------------------------------------------------------------------- The Exchange Agent for the Exchange Offer is Firstar Bank, N.A. By Facsimile Transmission By Registered or Certified Mail, (For Eligible Institutions Only): Hand or Overnight Courier: (414) 276-4226 Firstar Bank, N.A. 1555 North RiverCenter Drive Confirm by Telephone: Suite 301 (414) 905-5008 Milwaukee, Wisconsin 53212 Attention: Ms. Pamela Warner DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated ____________, 1999 (the "Prospectus"), of Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy Corporation, a Wisconsin corporation, and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange its 7 3/8% Senior Notes due 2009 (the "New Senior Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding unregistered 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes"). For each Existing Senior Note accepted for exchange, the Holder of such Existing Senior Note will receive a New Senior Note having a principal amount equal to that of the surrendered Existing Senior Note. The New Senior Notes will bear interest from the most recent date to which interest has been paid on the Existing Senior Notes or, if no interest has been paid on the Existing Senior Notes, from November 9, 1999. Accordingly, registered Holders of New Senior Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accrued from the most recent date to which interest has been paid or, if no interest has been paid, from November 9, 1999. However, if that record date occurs prior to completion of the Exchange Offer, then the interest payable on the first interest payment date following the completion of the Exchange Offer will be paid to the registered Holders of the Existing Senior Notes on that record date. Existing Senior Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer and will be cancelled. Holders of Existing Senior Notes whose Existing Senior Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Existing Senior Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer. This Letter is to be completed by a Holder of Existing Senior Notes either if (1) certificates are to be forwarded herewith or (2) tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "The Exchange Offer - Book-Entry Transfer" section of the Prospectus. Holders of Existing Senior Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Existing Senior Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Existing Senior Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer - Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. Tenders by book-entry transfer also may be made by delivering an Agent's Message in lieu of this Letter. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and the Company may enforce this Letter against such participant. As used in this Letter, the term "Holder" with respect to the Exchange Offer means any person in whose name Existing Senior Notes are registered on the books of the Company or, with respect to interests in global notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Senior Notes. If the undersigned is a broker-dealer that will receive New Senior Notes, the undersigned represents that the Existing Senior Notes to be exchanged for the New Senior Notes were acquired as a result of market-making activities or other trading activities, and the undersigned acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Senior Notes; however, by so acknowledging and by delivering such a prospectus the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. -2- List below the Existing Senior Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Existing Senior Notes should be listed on a separate signed schedule affixed hereto. - -------------------------------------------------------------------------------- DESCRIPTION OF EXISTING SENIOR NOTES TENDERED - -------------------------------------------------------------------------------- Aggregate Name(s) and Address(es) of Principal Amount Registered Holder(s) Certificate of Existing Senior Principal Amount (Please fill in, if blank) Number(s)* Notes Tendered** - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total - -------------------------------------------------------------------------------- * Do not complete if Existing Senior Notes are being tendered by book-entry transfer. ** A holder will be deemed to have tendered ALL Existing Senior Notes unless a lesser amount is specified in this column. See Instruction 2. Existing Senior Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiples thereof. See Instruction 1. |_| CHECK HERE IF TENDERED EXISTING SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution______________________________________________ Account Number______________ Transaction Code Number___________________ |_| CHECK HERE IF TENDERED EXISTING SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s)____________________________________________ Window Ticket Number (if any)______________________________________________ Date of Execution of Notice of Guaranteed Delivery________________________ Name of Institution Which Guaranteed Delivery______________________________ If Delivered by Book-Entry Transfer, Complete the Following: Account Number______________ Transaction Code Number___________________ |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:______________________________________________________________________ Address:___________________________________________________________________ -3- NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Existing Senior Notes indicated on page 3 of this Letter. Subject to, and effective upon, the acceptance for exchange of the Existing Senior Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Existing Senior Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Existing Senior Notes, with full power of substitution, among other things, to cause the Existing Senior Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Existing Senior Notes, and to acquire the new Senior Notes issuable upon the exchange of such tendered Existing Senior Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that: (1) any New Senior Notes acquired in exchange for Existing Senior Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Senior Notes, whether or not such person is the undersigned, (2) neither the Holder of such Existing Senior Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Senior Notes, and (3) neither the Holder of such Existing Senior Notes or any such other person is an "affiliate," as defined in Rule 405 under the Securities Act of the Company. The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the New Senior Notes issued pursuant to the Exchange Offer in exchange for the Existing Senior Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Holders are not broker-dealers, such New Senior Notes are acquired in the ordinary course of such Holders' business and such Holders have no arrangement or understanding with any person to participate in the distribution of such New Senior Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If any Holder is an affiliate of the Company, or has any arrangement or understanding with respect to the distribution of the New Senior Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of the staff of the SEC, (ii) is not entitled and will not be permitted to tender Existing Senior Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Senior Notes for its own account in exchange for Existing Senior Notes, it represents that the Existing Senior Notes to be exchanged for the New Senior Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Senior Notes; -4- however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Existing Senior Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer - Withdrawal Rights" section of the Prospectus. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the New Senior Notes (and, if applicable, substitute certificates representing Existing Senior Notes for any Existing Senior Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Existing Senior Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the New Senior Notes (and, if applicable, substitute certificates representing Existing Senior Notes for any Existing Senior Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Existing Senior Notes." The undersigned, by completing the box entitled "Description of Existing Senior Notes" on page 3 of this Letter and signing this Letter, will be deemed to have tendered the Existing Senior Notes as set forth in such box on page 3 of this Letter. -5- - -------------------------------------- -------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4) (See Instructions 3 and 4) To be completed ONLY if Existing To be completed ONLY if Existing Senior Notes not exchanged and/or New Senior Notes not exchanged and/or new Senior Notes are to be issued in the Senior Notes are to be sent to someone name of someone other than the other than the undersigned, or to the undersigned, or if Existing Senior undersigned at an address other than Notes delivered by book-entry transfer shown in the box entitled "Description which are not accepted for exchange of Existing Senior Notes Tendered" on are to be returned by credit to an this Letter. account maintained at the Book-Entry Transfer Facility other than the account indicated above. Mail: |_| New Senior Notes |_| Existing Senior Notes Issue: |_| New Senior Notes |_| Existing Senior Notes Name(s) _____________________________ (Please Type or Print) Name(s) _____________________________ _____________________________ (Please Type or Print) _____________________________ Address _____________________________ _____________________________ Address _____________________________ _____________________________ Taxpayer Identification or Social Security No. ______________________________________ |_| Credit unexchanged Existing Senior Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below. ______________________________________ (Book-Entry Transfer Facility Account Number, if applicable) - -------------------------------------- -------------------------------------- -6- - -------------------------------------------------------------------------------- ALL TENDERING HOLDERS PLEASE SIGN HERE (Complete Substitute Form W-9 on next page) x _________________________________________ ________________, 2000 Date x _________________________________________ ________________, 2000 Date Area Code and Telephone Number__________________________________________________ This Letter must be signed by the registered holder(s) or DTC participant(s) exactly as the name(s) appear(s) on the Existing Senior Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 3. Name(s):________________________________________________________________________ (Please Type or Print) Capacity (full title):__________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ Taxpayer Identification or Social Security No.:_________________________________ ________________________________________________________________________________ SIGNATURE GUARANTEE (If required by Instruction 3) Signature(s) Guaranteed By an Eligible Institution:_____________________________________________________ (Authorized Signature) Name and Title: ______________________________________________________________ Name of Firm:___________________________________________________________________ Dated: ________________, 2000 - -------------------------------------------------------------------------------- IMPORTANT: This Letter (or a facsimile hereof), together with the certificates for Existing Senior Notes or a Book-Entry Confirmation and all other required documents or The Notice of Guaranteed Delivery, must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. -7- TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 5) ________________________________________________________________________________ PAYOR'S NAME: Firstar Bank, N.A. ________________________________________________________________________________ SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR Social security number FORM W-9 TAXPAYER IDENTIFICATION NUMBER IN THE BOX AT RIGHT ______________________ AND CERTIFY BY SIGNING AND OR DATING BELOW Employer Identification number _______________________ _____________________________________________________ Department of the Treasury Part 2 - FOR PAYEES EXEMPT FROM BACK Internal Revenue Service WITHHOLDING (See the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). _____________________________________________________ PAYOR'S REQUEST FOR Part 3 - CERTIFICATION: UNDER THE PENALTIES OF TAXPAYER PERJURY, I CERTIFY THAT: IDENTIFICATION NUMBER AND (1) the number shown on this form is my correct CERTIFICATION taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) any other information provided on this form is true and correct. SIGNATURE________________________________ DATE___________________ You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. ________________________________________________________________________________ -8- INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. Delivery of this Letter and Senior Notes; Guaranteed Delivery Procedures. This Letter is to be completed by Holders of Existing Senior Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer - Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Existing Senior Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Existing Senior Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiples thereof. Holders who tender their Existing Senior Notes by delivering an Agent's Message do not need to submit this Letter. Holders whose certificates for Existing Senior Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Existing Senior Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer - Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Existing Senior Notes and the amount of Existing Senior Notes tendered stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the Expiration Date, the certificates for all physically tendered Existing Senior Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Existing Senior Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the Expiration Date. The method of delivery of this Letter, the Existing Senior Notes and all other required documents is at the election and risk of the tendering Holders, and the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If delivery is by mail, registered mail, properly insured, with return receipt requested, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. See "The Exchange Offer" section of the Prospectus. 2. Partial Tenders (not applicable to Holders who tender by book-entry transfer). If less than all of the Existing Senior Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of the Existing Senior Notes to be tendered in the box above entitled "Description of Existing Senior Notes--Principal -9- Amount Tendered." A reissued certificate representing the balance of non-tendered Existing Senior Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter promptly after the Expiration Date. All of the Existing Senior Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. 3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter is signed by the registered Holder of the Existing Senior Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Existing Senior Notes. If any tendered Existing Senior Notes are owned of record by two or more joint owners, all of such owners must sign this Letter. If any tendered Existing Senior Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of Existing Senior Notes. When this Letter is signed by the registered Holder(s) of the Existing Senior Notes specified herein and tendered hereby, no endorsements of the tendered Existing Senior Notes or separate bond powers are required. If, however, the new Senior Notes are to be issued, or any untendered Existing Senior Notes are to be reissued, to a person other than the registered Holder, then endorsements of any Existing Senior Notes transmitted hereby or separate bond powers are required. Signatures on the Existing Senior Notes or bond power must be guaranteed by an Eligible Institution. If this Letter is signed by a person other than the registered Holder(s) of any Existing Senior Notes specified herein, such Existing Senior Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the Existing Senior Notes (or security position listing) and signatures on the Existing Senior Notes or bond power must be guaranteed by an Eligible Institution. If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, must submit proper evidence satisfactory to the Company of their authority to so act. Endorsements on Existing Senior Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an "Eligible Institution"). Signatures on this Letter need not be guaranteed by an Eligible Institution if the Existing Senior Notes are tendered: (i) by a registered Holder of Existing Senior Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the Owner of such Existing Senior Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter, or (ii) for the account of an Eligible Institution. -10- 4. Special Issuance and Delivery Instructions. Tendering Holders of Existing Senior Notes should indicate in the applicable box on page 6 of this Letter the name and address to which New Senior Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Existing Senior Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Existing Senior Notes by book-entry transfer may request that Existing Senior Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such note Holder may designate hereon. If no such instructions are given, such Existing Senior Notes not exchanged will be returned to the name and address of the person signing this Letter. 5. Taxpayer Identification Number. Federal income tax law generally requires that a tendering Holder whose Existing Senior Notes are accepted for exchange must provide the Company (as payor) with such Holder's correct Taxpayer Identification Number ("TIN") on the substitute Form W-9 on page 8 of this Letter, which in the case of a tendering Holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent maybe required to withhold 31% of the amount of any reportable payments made after the exchange to such tendering Holder of New Senior Notes. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt Holders of Existing Senior Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt holders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and sign, date and return the form to the Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If the tendering holder of Existing Senior Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8 Certificate of Foreign Status. To prevent backup withholding, each tendering Holder of Existing Senior Notes must provide its correct TIN by completing the Substitute Form W-9 on page 8 of this Letter, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding. If the Existing Senior Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. Failure to provide the information on the form may subject the Holder to 31% federal income tax backup withholding on all reportable payments tot he Holder. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN and write "applied for" in lieu of its TIN in Part 1 of the Substitute Form W-9. Writing "applied for" on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If "applied for" is written in Part 1 of the Substitute Form W-9 and the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will withhold 31% of all reportable payments to the Holder thereafter until a TIN is provided to the Exchange Agent. -11- 6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Existing Senior Notes to it or its order pursuant to the Exchange Offer. If, however, New Senior Notes and/or substitute Existing Senior Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Existing Senior Notes tendered hereby, or if tendered Existing Senior Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Existing Senior Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Existing Senior Notes specified in this Letter. 7. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Existing Senior Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Existing Senior Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Senior Notes nor shall any of them incur any liability for failure to give any such notice. 8. Mutilated, Lost, Stolen or Destroyed Existing Senior Notes. Any Holder whose Existing Senior Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed. 9. Withdrawal Rights. Tenders of Existing Senior Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For a withdrawal of a tender of Existing Senior Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address on page 1 of this Letter prior to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Existing Senior Notes to be withdrawn (the "Depositor"), (ii) identify the Existing Senior Notes to be withdrawn (including certificate number or numbers and the principal amount of such Existing Senior Notes), (iii) contain a statement that such Holder is withdrawing his election to have such Existing Senior Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter by which such Existing Senior Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Existing Senior Notes register the transfer of such Existing Senior Notes in the name of the person withdrawing the tender and (v) specify the name in which such Existing Senior Notes are registered, if different from that of the Depositor. If Existing Senior Notes have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offer - Book-Entry Transfer" section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Existing Senior Notes and otherwise comply with the procedures of such facility. -12- All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Existing Senior Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Senior Notes will be issued with respect thereto unless the Existing Senior Notes so withdrawn are validly retendered. Any Existing Senior Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Existing Senior Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in "The Exchange Offer - Book-Entry Transfer" section of the Prospectus, such Existing Senior Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Existing Senior Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Existing Senior Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date. 10. Irregularities. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Existing Senior Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Existing Senior Notes not properly tendered or to not accept any particular Existing Senior Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Existing Senior Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Existing Senior Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Existing Senior Notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Existing Senior Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Existing Senior Notes for exchange, nor shall any of them incur any liability for failure to give such notification. 11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated on page 1 of this Letter. -13- EX-99.2 13 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 7 3/8% SENIOR NOTES DUE 2009 OF ALLIANT ENERGY RESOURCES, INC. This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer of Alliant Energy Resources, Inc. (the "Company") made pursuant to the Prospectus dated ____________, 1999 (the "Prospectus") if certificates for the outstanding 7 3/8% Senior Notes due 2009 of the Company (the "Existing Senior Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Firstar Bank, N.A., as exchange agent (the "Exchange Agent"), prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, overnight courier, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Existing Senior Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus. The Exchange Agent for the Exchange Offer is Firstar Bank, N.A. By Facsimile Transmission By Registered or Certified Mail, (For Eligible Institutions Only): Hand or overnight Courier: (414) 276-4226 Firstar Bank, N.A. 1555 North RiverCenter Drive Confirm by Telephone: Suite 301 (414) 905-5008 Milwaukee, Wisconsin 53212 Attention: Ms. Pamela Warner DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEED MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Existing Senior Notes of the series set forth below pursuant to the guaranteed delivery procedures described in "The Exchange Offer Guaranteed Delivery Procedures" section of the Prospectus. ___________________________________ _________________________________________ If Existing Senior Notes will be delivered Total Principal Amount of Existing by book-entry transfer to The Depository Senior Notes Tendered:* Trust Company, provide account number. $__________ Account Number ___________________ Certificate Nos. (if available) _______________________________ ___________________________________ _________________________________________ * Must be in denominations of principal amount of $1,000 and any integral multiple thereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. PLEASE SIGN HERE X______________________________ _______________________________ X______________________________ _______________________________ Signature(s) of Owner(s) Date or Authorized Signatory Area Code and Telephone Number(s):___________________________________________ Must be signed by the registered holder(s) of Existing Senior Notes as their name(s) appear(s) on the Existing Senior Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information. Please print name(s) and address(es) Name(s):________________________________________________________________________ ________________________________________________________________________________ Capacity:_______________________________________________________________________ Address(es):____________________________________________________________________ ________________________________________________________________________________ Telephone Number: ______________________________________________________________ -2- GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution" including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an "Eligible Institution"), hereby guarantees that the certificates representing the principal amount of Existing Senior Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Existing Senior Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer Guaranteed Delivery Procedures" section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date. ________________________________________________________________________________ _____________________________________ _______________________________________ Name of Firm Authorized Signature _____________________________________ _______________________________________ Address Title _____________________________________ Name:__________________________________ Zip Code (Please Type or Print) _____________________________________ Dated:_________________________________ Telephone Number ________________________________________________________________________________ NOTE: DO NOT SEND CERTIFICATES FOR EXISTING SENIOR NOTES WITH THIS FORM. CERTIFICATES FOR EXISTING SENIOR NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL. -3- EX-99.3 14 EXHIBIT 99.3 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines For Determining The Proper Name And Identification Number to Give The Payer.-Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the name and number to give the payer.
- --------------------------------------------------------- ------------------------------------------------------------ Give the name and Give the name and EMPLOYER SOCIAL SECURITY IDENTIFICATION For this type of account number of- For this type of account number of- - --------------------------------------------------------- ------------------------------------------------------------ 1. Individual The individual 6. Sole proprietorship The owner(3) 2. Two or more The actual owner of 7. A valid trust, estate or Legal entity(4) individuals (joint the account or, if pension trust account combined funds, the first individual on 8. Corporate The corporation the account 9. Association, club, The organization 3. Custodian account of a The minor(2) religious, charitable, minor (Uniform Gift to educational or other tax- Minors Act) exempt organization 4. a. The usual The grantor-trustee(1) 10. Partnership The partnership revocable savings trust account (grantor is 11. A broker or registered The broker or also trustee) nominee nominee b. So-called trust The actual owner(1) 12. Account with the The public entity account that is not a Department of Agriculture legal or valid trust in the name of a public under state law entity (such as a state or local government, school 5. Sole proprietorship The owner(3) district or prison) that receives agricultural program payments - --------------------------------------------------------- ------------------------------------------------------------ (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 OBTAINING A NUMBER For interest and dividends, all If you don't have a taxpayer listed payees are exempt except the identification number, apply for one payee in item (9). For broker immediately. To apply for a social transactions, payees listed in items security number, get Form SS-5 from (1) through (13) and a person your local Social Security registered under the Investment Administration office. Get Form SS-4 Advisers Act of 1940 who regularly act to apply for an employer as a broker are exempt. identification number. You can get Form SS-4 from the IRS by calling Exempt payees described above 1-800-TAX-FORM (1-800-829-3676). should file Form W-9 to avoid possible erroneous backup withholding. FURNISH Payees Exempt From Backup Withholding YOUR TAXPAYER IDENTIFICATION NUMBER, The following is a list of payees WRITE "EXEMPT" IN PART II OF THE FORM, specifically exempted from backup SIGN AND DATE THE FORM AND RETURN IT TO withholding: THE PAYER. If you are a nonresident (1) An organization exempt from tax alien or a foreign entity not subject under section 501(a), or an IRA to backup withholding, give the payer a or a custodian account under completed Form W-8, Certificate of section 403(b)(7) if the account Foreign Status. satisfies the requirements of section 401(f) Privacy Act Notice.-Section 6109 requires most recipients of dividend, (2) The United States or of any interest or other payments to give agencies or instrumentalities. taxpayer identification numbers of payers who must report the payments to (3) A state, the District of the IRS. The IRS uses the numbers for Columbia, a possession of the identification purposes and to help United States, or any of their verify the accuracy of your return. The subdivisions or IRS may also provide this information instrumentalities. to the Department of Justice for criminal and civil litigation and to (4) A foreign government or any of cities, states and the District of its political subdivisions, Columbia to carry out their tax laws. agencies or instrumentalities. Payers must be given the numbers whether or not recipients are required (5) An international organization or to file tax returns. Payers must any of its agencies or generally withhold 31 percent of instrumentalities. taxable interest, dividend and certain other payments to a payee who does not (6) A corporation. furnish a taxpayer identification number to a payer. Certain penalties (7) A foreign central bank of issue. may also apply. (8) A dealer in securities or Penalties commodities required to register in the United States or a (1) Failure To Furnish Taxpayer possession of the United States. Identification Number.-If you fail to furnish your correct taxpayer (9) A futures commission merchant identification number to a payer, you registered with the Commodity are subject to a penalty of $50 for Futures Trading Commission each such failure unless your failure is due to reasonable cause and not to (10) A real estate investment trust. willful neglect. (11) An entity registered at all times (2) Civil Penalty For False during the tax year under the Information With Respect To Investment Company Act of 1940. Withholding.-If you make a false statement with no reasonable basis (12) A common trust fund operated by a which results in no imposition of bank under section 584(a). backup withholding, you are subject to a penalty of $500. (13) A financial institution. (3) Criminal Penalty For (14) A middleman known in the Falsifying Information. - Willfully investment community as a nominee falsifying certifications or or listed in the most recent affirmations may subject you to publication of the American criminal penalties including fines Society of Corporate Secretaries, and/or imprisonment. Inc., Nominee List. FOR ADDITIONAL INFORMATION CONTACT (15) A trust exempt from tax under YOUR TAX CONSULTANT OR THE INTERNAL section 664 or described in REVENUE SERVICE. section 4947. EX-99.4 15 EXHIBIT 99.4 ALLIANT ENERGY RESOURCES, INC. Offer to Exchange Registered 7 3/8% Senior Notes due 2009 For Any and All Outstanding Unregistered 7 3/8% Senior Notes due 2009 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________, 2000, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- ____________, 1999 To Our Clients: Enclosed for your consideration is a Prospectus, dated ____________, 1999 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Alliant Energy Resources, Inc. (the "Company") to exchange its 7 3/8% Senior Notes due 2009 (the "New Senior Notes") which have been registered under the Securities Act of 1933, as amended, for all of its outstanding unregistered 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated November 9, 1999, by and between the Company and the initial purchasers named therein, related to the 7 3/8% Senior Notes due 2009. This material is being forwarded to you as the beneficial owner of the Existing Senior Notes held by us for your account but not registered in your name. A tender of such Existing Senior Notes may only be made by us as the holder of record and pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to tender on your behalf the Existing Senior Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. We urge you to read the Prospectus carefully before instructing us as to whether or not to tender your Existing Senior Notes. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Existing Senior Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on ____________, 2000, unless extended by the Company. Any Existing Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. If you wish to have us tender your Existing Senior Notes, please instruct us by completing, executing and returning to us the instruction form enclosed with this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Existing Senior Notes. If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal we will not tender any of the outstanding Existing Senior Notes on your account. EX-99.5 16 EXHIBIT 99.5 INSTRUCTIONS Instruction to Registered Holder and/or DTC Participant from Beneficial Owner of 7 3/8% Senior Notes due 2009 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________, 1999, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- To Registered Holder and/or Depository Trust Company Participant: The undersigned hereby acknowledges receipt of the Prospectus dated ____________, 1999 (the "Prospectus") of Alliant Energy Resources, Inc., a Wisconsin corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange its 7 3/8% Senior Notes due 2009 (the "New Senior Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all of its outstanding registered 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Existing Senior Notes held by you for the account of the undersigned. The aggregate principal amount of Existing Senior Notes held by you for the account of the undersigned is (fill in amount): $__________ of the outstanding 7 3/8% Senior Notes due 2009. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): |_| TO TENDER the following Existing Senior Notes held by you for the account of the undersigned (insert principal amount of Existing Senior Notes to be tendered, if less than all): $__________ of the outstanding 7 3/8% Senior Notes due 2009. |_| NOT TO TENDER any Existing Senior Notes held by you for the account of the undersigned. If the undersigned instructs you to tender Existing Senior Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the undersigned is not an "affiliate" of the Company, (ii) any New Senior Notes to be received by the undersigned are being acquired in the ordinary course of its business, and (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Senior Notes to be received in the Exchange Offer. If the undersigned is a broker-dealer that will receive New Senior Notes for its own account in exchange for Existing Senior Notes, it represents that the Existing Senior Notes to be exchanged for New Senior Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Senior Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ________________________________________________________________________________ SIGN HERE Name of Beneficial Owner(s)_____________________________________________________ Signature(s)____________________________________________________________________ Name(s) (please print)__________________________________________________________ Address ________________________________________________________________________ ________________________________________________________________________________ Telephone Number _______________________________________________________________ Taxpayer Identification or Social Security No.__________________________________ Date ___________________________________________________________________________ ________________________________________________________________________________ -2- EX-99.6 17 EXHIBIT 99.6 ALLIANT ENERGY RESOURCES, INC. Offer to Exchange Registered 7 3/8% Senior Notes due 2009 For Any and All Outstanding Unregistered 7 3/8% Senior Notes due 2009 ____________, 1999 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________, 2000, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Alliant Energy Resources, Inc. (the "Company") is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated ____________, 1999 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 7 3/8% Senior Notes due 2009 (the "New Senior Notes") which have been registered under the Securities Act of 1933, as amended, for all of its outstanding unregistered 7 3/8% Senior Notes due 2009 (the "Existing Senior Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated November 9, 1999, by and between the Company and the initial purchasers named therein, relating to the 7 3/8% Senior Notes due 2009. We are requesting that you contact your clients for whom you hold Existing Senior Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Existing Senior Notes registered in your name or in the name of your nominee, or who hold Existing Senior Notes registered in their own names, we are enclosing the following documents: 1. The Prospectus; 2. The Letter of Transmittal for your use and for the information of your clients; 3. A form of Notice of Guaranteed Delivery; 4. A form of letter which may be sent to your clients for whose accounts you hold Existing Senior Notes registered in your name or the name of your nominee, along with an instruction form for obtaining such clients' instructions with respect to the Exchange Offer; and 5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Your prompt action is required. The Exchange Offer will expire at 5:00 p.m., New York City time, on ____________, 2000, unless extended by the Company (the "Expiration Date"). Existing Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. To participate in the Exchange Offer, certificates for Existing Senior Notes, or a timely confirmation of a book-entry transfer of such Existing Senior Notes into the Exchange Agent's account at the Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus. If the registered holder of Existing Senior Notes desires to tender, but such Existing Senior Notes are not immediately available, or time will not permit such holder's Existing Senior Notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer - Guaranteed Delivery Procedures." We will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Existing Senior Notes held by them as nominee or in a fiduciary capacity. We will pay or cause to be paid all transfer taxes applicable to the exchange of Existing Senior Notes pursuant to the Exchange Offer, except as set forth in Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal. Very truly yours, FIRSTAR BANK, N.A. Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to use any document or make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus or the Letter of Transmittal. -2- -----END PRIVACY-ENHANCED MESSAGE-----