FIRST AMENDMENT
This FIRST AMENDMENT (the "First Amendment") to the Agreement and Plan of
Merger, dated as of March 15, 2000 (the "Merger Agreement"), by and between IES
Utilities Inc., an Iowa corporation ("IES"), and Interstate Power Company, a
Delaware corporation ("IPW"), is entered into on this 29th day of November,
2000, by and between IES and IPW.
WHEREAS, IES and IPW have previously entered into the Merger Agreement and
desire to enter into this First Amendment amending the Merger Agreement as
provided herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the parties hereto hereby agree that the
Merger Agreement shall be amended by this First Amendment, the terms of which
are as follows:
1. Article II, Section 2.1 of the Merger Agreement is hereby deleted in
its entirety and replaced with the following new Article II, Section 2.1:
"2.1 Cancellation of IPW Common Stock. At the Effective Time, by
virtue of the Merger and without any action on the part of IES, IPW or
the holders of the following securities:
(a) Each share of the common stock, par value $3.50 per share of IPW
("IPW Common Stock"), issued and outstanding immediately prior to the
Effective Time shall be canceled and extinguished without conversion
thereof or payment therefor.
(b) Each share of IPW Common Stock held as treasury stock shall be
canceled and extinguished without conversion thereof or payment
therefor."
2. The following new Section 2.2 shall be added:
"2.2 Conversion of IPW Preferred Stock. Subject to Section 2.4
regarding dissenting shares, at the Effective Time, by virtue of the
Merger and without any action on the part of IES, IPW or the holders
of the following securities:
(a) Each share of the cumulative preferred stock, par value $50.00 per
share, of IPW ("IPW Preferred Stock") designated as Series 4.36% (the
"4.36% IPW Preferred Stock") shall cease to be outstanding and shall
be converted into and become the right to receive one share of New IES
Preferred Stock, as defined in Section 6.1(a), designated as Series
4.36% ("Series 4.36% IES Preferred Stock").
(b) Each share of IPW Preferred Stock designated as Series 4.68% (the
"4.68% IPW Preferred Stock") shall cease to be outstanding and shall
be converted into and become the right to receive one share of New IES
Preferred Stock designated as Series 4.68% ("Series 4.68% IES
Preferred Stock").
(c) Each share of IPW Preferred Stock designated as Series 7.76% (the
"7.76% IPW Preferred Stock") shall cease to be outstanding and shall
be converted into and become the right to receive one share of New IES
Preferred Stock designated as Series 7.76% ("Series 7.76% IES
Preferred Stock").
(d) Each share of IPW Preferred Stock designated as Series 6.40% (the
"6.40% IPW Preferred Stock") shall cease to be outstanding and shall
be converted into and become the right to receive one share of New IES
Preferred Stock designated as Series 6.40% ("Series 6.40% IES
Preferred Stock").
(e) Each share of IPW Preferred Stock held as treasury stock shall be
canceled and extinguished without conversion thereof or payment
therefor."
3. The following new Section 2.3 shall be added:
"2.3 IES Common and Preferred Stock. Subject to Section 2.4 regarding
dissenting shares, at the Effective Time, by virtue of the Merger and
without any action on the part of IES, IPW or the holders of the
following securities:
(a) The shares of common stock, par value $2.50 per share, of IES
("IES Common Stock"), issued and outstanding immediately prior to the
Effective Time shall be unaffected by the Merger and, at the Effective
Time, such shares shall remain issued and outstanding as shares of
common stock of the Surviving Corporation.
(b) The shares of IES Preferred Stock, as defined in Section 3.1(b),
issued and outstanding immediately prior to the Effective Time ("IES
Shares") shall be unaffected by the Merger and, at the Effective Time,
such shares shall remain issued and outstanding as shares of preferred
stock of the Surviving Corporation."
4. The following new Section 2.4 shall be added:
"2.4 Dissenting Shares.
(a) Notwithstanding anything in this Agreement to the contrary, any
issued and outstanding shares of any series of IPW Preferred Stock
("IPW Shares") held by a person (an "IPW Dissenting Shareholder") who
does not vote in favor of the Merger and complies with all the
provisions of Delaware law concerning the right of holders of IPW
Shares to require appraisal of their IPW Shares ("IPW Dissenting
Shares") shall not be converted as described in Section 2.2,
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but shall become the right to receive such consideration as may be
determined to be due to such IPW Dissenting Shareholder pursuant to
Section 262 of the Delaware General Corporation Law ("DGCL"). If, after
the Effective Time, such IPW Dissenting Shareholder withdraws his, her
or its demand for appraisal or fails to perfect or otherwise loses such
IPW Dissenting Shareholder's right of appraisal, in any case pursuant
to the DGCL, such IPW Dissenting Shareholder's IPW Shares shall be
deemed to be converted as of the Effective Time into the right to
receive shares of New IES Preferred Stock as contemplated by Section
2.2. IPW shall give IES (i) prompt notice of any demands for appraisal
of IPW Shares received by IPW and (ii) the opportunity to participate
in and direct all negotiations and proceedings with respect to any such
demands. IPW shall not, without the prior written consent of IES, make
any payment with respect to, or settle, offer to settle or otherwise
negotiate, any such demands.
(b) Notwithstanding anything in this Agreement to the contrary, any
issued and outstanding IES Shares held by a person (an "IES Dissenting
Shareholder") who does not vote in favor of the Merger and complies
with all the provisions of Iowa law concerning the right of holders of
IES Shares to require appraisal of their IES Shares ("IES Dissenting
Shares") shall have the right to receive such consideration as may be
determined to be due to such IES Dissenting Shareholder pursuant to
Division XIII of the Iowa Business Corporation Act ("IBCA"). If, after
the Effective Time, such IES Dissenting Shareholder withdraws his, her
or its demand for appraisal or fails to perfect or otherwise loses
such IES Dissenting Shareholder's right of appraisal, in any case
pursuant to the IBCA, such IES Dissenting Shareholder's IES Shares
shall be deemed to be unaffected by the Merger and such shares shall
remain issued and outstanding as contemplated by Section 2.3."
5. The following new Section 2.5 shall be added:
"2.5 Payment for Shares.
(a) IES shall appoint an agent for the Merger (the "Exchange Agent").
IES will enter into an exchange agent agreement with the Exchange
Agent, in form and substance reasonably acceptable to IPW, and shall
deposit with the Exchange Agent in trust certificates representing
shares of New IES Preferred Stock for the benefit of holders of IPW
Shares (such certificates being hereinafter referred to as the
"Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable
instructions, make the conversions provided for in Section 2.2 out of
the Exchange Fund.
(b) Promptly after the Effective Time, the Surviving Corporation shall
cause the Exchange Agent to mail to each record holder, as of the
Effective Time, of an outstanding certificate or certificates that
immediately prior to the Effective
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Time represented IPW Shares (the "Certificates"), a form of letter of
transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon proper
delivery of the Certificates to the Exchange Agent) and instructions
for use in effecting the surrender of the Certificates in exchange for
certificates representing shares of New IES Preferred Stock as
specified in Section 2.2. Upon surrender to the Exchange Agent of a
Certificate, together with such letter of transmittal duly executed,
the holder of such Certificate shall be entitled to receive in exchange
therefor a certificate representing that number of shares of New IES
Preferred Stock which such holder is entitled to receive in respect of
the Certificate surrendered pursuant to this Section 2.5.
(c) Any portion of the Exchange Fund that remains unclaimed by the
holders of IPW Preferred Stock for twelve months after the Effective
Time shall be returned to the Surviving Corporation. Any holders of
IPW Preferred Stock who have not theretofore complied with this
Section 2.5 shall thereafter look only to the Surviving Corporation
for conversion of their IPW Shares."
6. Article III, Section 3.1(b) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.1(b):
"(b) Capital Structure. As of the date hereof, the authorized capital
stock of IES consists of (i) 24,000,000 shares of IES Common Stock,
(ii) 120,000 shares of 4.30% Cumulative Preferred Stock, par value $50
per share ("4.30% Preferred Stock"), 146,406 shares of 4.80%
Cumulative Preferred Stock, par value $50 per share ("4.80% Preferred
Stock") and 200,000 shares of Cumulative Preferred Stock, par value
$50 per share, of which 100,000 shares have been designated as Series
6.10% ("6.10% Preferred Stock") (collectively, the "IES Preferred
Stock"), and (iii) 700,000 shares of preference stock, par value $100
per share ("IES Preference Stock"). At the close of business on
September 30, 2000, (i) 13,370,788 shares of IES Common Stock were
outstanding, all of said shares being held by Alliant Energy
Corporation ("Alliant"), (ii) 120,000 shares of 4.30% Preferred Stock,
146,406 shares of 4.80% Preferred Stock, and 100,000 shares of 6.10%
Preferred Stock were outstanding and (iii) no shares of IES Preference
Stock were outstanding. At the close of business on September 30,
2000, no shares of IES Preferred Stock were held by IES or any of its
affiliates, and no bonds, debentures, notes or other indebtedness
having the right to vote (or convertible into securities having the
right to vote) on any matters on which shareholders may vote ("Voting
Debt") were issued or outstanding. All outstanding shares of IES
Common Stock and IES Preferred Stock are validly issued, fully paid
and nonassessable and are not subject to preemptive rights. As of the
date of this Agreement and except as otherwise contemplated herein,
there are no options, warrants, calls, rights, commitments or
agreements of any character to which IES is a party or by which it is
bound obligating IES to issue, deliver or sell, or cause to be
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issued, delivered or sold, additional shares of capital stock or any
Voting Debt of IES or obligating IES to grant, extend or enter into any
such option, warrant, call, right, commitment or agreement."
7. The first three sentences of Article III, Section 3.1(c) of the Merger
Agreement are hereby deleted in their entirety and replaced with the following
new first three sentences of Article III, Section 3.1(c):
"IES has all the requisite corporate power and authority to enter into
this Agreement and, subject to approval of this Agreement and the
Charter Amendments, as defined herein, by the requisite vote of the
holder IES Common Stock and the holders of each class of IES Preferred
Stock, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement, the filing of the Charter
Amendments with the Secretary of State of the State of Iowa and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of IES,
subject to such approval as is necessary by the holder of IES Common
Stock and the holders of IES Preferred Stock. This Agreement has been
duly executed and delivered by IES and, subject to any necessary
approval of this Agreement and the Charter Amendments by the holder of
IES Common Stock and the holders of IES Preferred Stock, constitutes a
valid and binding obligation of IES enforceable in accordance with its
terms."
8. The second paragraph of Article III, Section 3.1(c) of the Merger
Agreement, beginning with the words "No consent, approval, order..." is hereby
deleted in its entirety and replaced with the following new second paragraph of
Article III, Section 3.1(c):
"No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality,
domestic or foreign (a "Governmental Entity"), is required by IES in
connection with the execution and delivery of this Agreement by IES or
the consummation by IES of the transactions contemplated hereby, the
failure to obtain which would have a material adverse effect on IES,
except for (i) the filing with the Securities and Exchange Commission
(the "SEC") of (A) the Registration Statement, as defined in Section
3.1(e), (B) a joint proxy statement/prospectus (which will form part
of the Registration Statement) in definitive form relating to the
registration of shares of New IES Preferred Stock and the meetings of
holders of IES and IPW capital stock to be held in connection with the
Merger and related matters (such proxy statement/prospectus as amended
or supplemented is referred to herein as the "Joint Proxy
Statement/Prospectus"), and (C) such reports under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as may be
required in connection with this Agreement and the transactions
contemplated hereby, (ii) the filing of such documents with, and the
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obtaining of such orders from, any state securities authority that are
required in connection with the transactions contemplated by this
Agreement, (iii) such filings, authorizations, orders and approvals as
are required the Iowa Utilities Board, the Minnesota Public Service
Commission, the Illinois Commerce Commission any other similar state
or local Governmental Entity (the "State Utility Commission
Approvals"), (iv) the filing of the Articles of Merger pursuant to
Section 1.1 of this Agreement and the filing of the Charter Amendment
with the Secretary of State of the States of Delaware and Iowa, and
(iv) such filings, authorizations, orders and approvals (the "FERC
Approvals") as are required under the Federal Power Act, as amended,
and (vi) such filings, authorizations, orders and approvals (the
"PUHCA Approvals") as are required under the Public Utility Holding
Company Act of 1935, as amended."
9. All references in the Agreement to the defined term "IES Proxy
Statement" shall be amended to mean "Joint Proxy Statement/Prospectus."
10. A new first sentence shall be added to Article III, Section 3.1(e) of
the Merger Agreement as follows:
"The information supplied by IES for inclusion in the registration
statement of IES (the "Registration Statement") pursuant to which the
shares of New IES Preferred Stock to be issued in the Merger will be
registered with the SEC shall not, at the time the Registration
Statement (including any amendments or supplements thereto) is
declared effective by the SEC, contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading."
11. The last sentence of Article III, Section 3.1(e) of the Merger
Agreement is hereby deleted in its entirety and replaced with the following new
last sentence of Article III, Section 3.1(e):
"The Registration Statement and the Joint Proxy Statement/Prospectus
will comply as to form in all material respects with the provisions of
the Securities Act, the Exchange Act and the rules and regulations
thereunder."
12. Article III, Section 3.1(h) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.1(h):
"(h) Vote Required. The affirmative votes of the holder of IES Common
Stock and of the holders of a majority of the outstanding shares
eligible to vote of each of the 4.30% Preferred Stock, 4.80% Preferred
Stock, and 6.10% Preferred Stock, each of the three classes voting
separately as an individual class, are the only votes of the holders
of any classes or series of IES capital stock necessary to approve
this Agreement and the transactions contemplated
6
hereby, according to the rights granted to the holders of the IES
Common Stock, the 4.30% Preferred Stock, the 4.80% Preferred Stock and
the 6.10% Preferred Stock in IES's Articles of Incorporation. The
affirmative votes of the holder of IES Common Stock and of the holders
of a majority of the outstanding shares eligible to vote and in
attendance at the IES shareholder meeting of each of the 4.30%
Preferred Stock, 4.80% Preferred Stock, and 6.10% Preferred Stock, each
of the three classes voting separately as an individual class, are the
only votes of the holders of any classes or series of IES capital stock
necessary to approve the Charter Amendment according to the rights
granted to the holders of the IES Common Stock 4.30% Preferred Stock,
the 4.80% Preferred Stock and the 6.10% Preferred Stock in IES's
Articles of Incorporation."
13. Article III, Section 3.2(b) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.2(b):
"(b) Capital Structure. As of the date hereof, the authorized capital
stock of IPW consists of (i) 30,000,000 shares of IPW Common Stock,
(ii) 2,000,000 shares of cumulative preferred stock, par value $50.00
per share, of IPW ("IPW Preferred Stock"), including 200,000 shares
designated as 4.36% IPW Preferred Stock, 166,000 shares designated as
4.68% IPW Preferred Stock, 100,000 shares designated as 7.76% IPW
Preferred Stock and 545,000 shares designated as 6.40% IPW Preferred
Stock, and (iii) 2,000,000 shares of preference stock, par value of $1
per share ("IPW Preference Stock"). At the close of business on
September 30, 2000 (i) 9,777,432 shares of IPW Common Stock were
outstanding, all of said shares being held by Alliant, (ii) 60,455
shares of 4.36% IPW Preferred Stock, 55,926 shares of 4.68% IPW
Preferred Stock, 100,000 shares of 7.76% IPW Preferred Stock, and
545,000 shares of 6.40% IPW Preferred Stock were outstanding and (iii)
no shares of IPW Preference Stock were outstanding. At the close of
business on September 30, 2000, no shares of IPW Preferred Stock were
held by IPW or any of its affiliates, and no Voting Debt was issued or
outstanding. All outstanding shares of IPW Common Stock and IPW
Preferred Stock are validly issued, fully paid and nonassessable and
are not subject to preemptive rights. As of the date of this
Agreement, there are no options, warrants, calls, rights, commitments
or agreements of any character to which IPW is a party or by which it
is bound obligating IPW to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or any
Voting Debt of IPW or obligating IPW to grant, extend or enter into
any such option, warrant, call, right, commitment or agreement."
14. The first three sentences of Article III, Section 3.2(c) of the Merger
Agreement are hereby deleted in their entirety and replaced with the following
new first three sentences of Article III, Section 3.2(c):
"IPW has all the requisite corporate power and authority to enter into
this Agreement and, subject to approval of the Merger by a majority of
the shares
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outstanding and eligible to vote of the combined class of IPW Common
Stock and IPW Preferred Stock, to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of IPW,
subject to such approval as is necessary by the holders of IPW Common
Stock and IPW Preferred Stock. This Agreement has been duly executed
and delivered by IPW and, subject to any necessary approval of this
Agreement by the holders of IPW Common Stock and IPW Preferred Stock,
constitutes a valid and binding obligation of IPW enforceable in
accordance with its terms."
15. The second paragraph of Article III, Section 3.2(c) of the Merger
Agreement, beginning with the words "No consent, approval, order..." is hereby
deleted in its entirety and replaced with the following new second paragraph of
Article III, Section 3.2(c):
"No consent, approval, order or authorization of, or registration,
declaration or filing with any Governmental Entity is required by IPW
in connection with the execution and delivery of this Agreement by IPW
or the consummation by IPW of the transactions contemplated hereby,
the failure to obtain which would have a material adverse effect on
IPW, except for (i) the State Utility Commission Approvals, (ii) the
filing of the Articles of Merger pursuant to Section 1.1 of this
Agreement, (iii) the FERC Approvals, and (vi) the PUHCA Approval."
16. Article III, Section 3.2(d) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.2(d):
"(d) Intentionally Omitted."
17. Article III, Section 3.2(e) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.2(e):
"(e) Information Supplied. The information supplied by IPW for
inclusion in the Registration Statement shall not at the time the
Registration Statement is declared effective contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading. None of the information supplied or
to be supplied by IPW for inclusion in the Joint Proxy
Statement/Prospectus will, at the date the Joint Proxy
Statement/Prospectus is mailed to shareholders or at the time of any
meetings of the shareholders to be held in connection with the Merger
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which
they are made, not misleading."
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18. The third sentence of Article III, Section 3.2(f) of the Merger
Agreement is hereby deleted in its entirety and replaced with the following new
third sentence of Article III, Section 3.2(f):
"The businesses of IPW are not being conducted in violation of any
law, ordinance or regulation of any Governmental Entity, except for
possible violations which individually or in the aggregate do not, and
insofar as reasonably can be foreseen, in the future will not, have a
material adverse effect on IPW."
19. Article III, Section 3.2(h) of the Merger Agreement is hereby deleted
in its entirety and replaced with the following new Article III, Section 3.2(h):
"(h) Vote Required. The affirmative vote of the holders of a majority
of the outstanding shares eligible to vote of the combined class of
IPW Common Stock and IPW Preferred Stock, each share getting one vote,
is the only vote of the holders of any classes or series of IPW
capital stock necessary to approve this Agreement, the Merger and the
transactions contemplated hereby, according to the rights granted to
the holders of the IPW Common Stock and IPW Preferred Stock in IPW's
Restated Certificate of Incorporation."
20. Article V, Section 5.1 of the Merger Agreement is hereby deleted in its
entirety and replaced with the following new Article V, Section 5.1:
"5.1 Preparation of the Registration Statement and Joint Proxy
Statement/Prospectus. IES and IPW shall promptly prepare and IES shall
promptly file with the SEC the Registration Statement, including the
Joint Proxy Statement/Prospectus as a part thereof."
20. Article V, Section 5.3 of the Merger Agreement is hereby deleted in its
entirety and replaced with the following new Article V, Section 5.3:
"5.3 Shareholders' Meetings. IES and IPW shall take the following
steps necessary to obtain the requisite approvals of the Merger, the
Charter Amendments and the transactions contemplated hereby:
(a) IES shall obtain the consent of the sole holder of IES Common
Stock, approving this Agreement, the Charter Amendments and the
transactions contemplated hereby.
(b) IES shall call a meeting of the holders of IES Preferred Stock to
be held as promptly as practicable for the purpose of voting upon this
Agreement, the Charter Amendments and the transactions contemplated
hereby. IES will, through its Board of Directors, recommend that the
holders of IES Common Stock and IES Preferred Stock vote to approve
this Agreement, the Charter
9
Amendments and the transactions contemplated hereby.
(c) IPW shall call a meeting of the holders of the combined class of
IPW Common Stock and IPW Preferred Stock to be held as promptly as
practicable for the purpose of voting upon this Agreement and the
transactions contemplated hereby. IPW will, through its Board of
Directors, recommend the holders of IPW Common Stock and IPW Preferred
Stock vote to approve this Agreement and the transactions contemplated
hereby."
21. Subparagraph (ii) of the first paragraph of Article V, Section 5.6 of
the Merger Agreement is hereby deleted in its entirety and replaced with the
following new subparagraph (ii) of the first paragraph of Article V, Section
5.6:
"all Indemnified Liabilities based in whole or in part on, or arising
in whole or in part out of, or pertaining to this Agreement or the
transactions contemplated hereby, the fullest extent permitted by law
(and the Surviving Corporation will pay expenses in advance of the
final disposition of any such action or proceeding to each Indemnified
Party to the fullest extent permitted by law)."
22. Article VI, Section 6.1(a) of the Merger Agreement is hereby deleted in
its entirety and replaced with the following new Article VI, Section 6.1(a):
"(a) Shareholder Approval. This Agreement shall have been approved by
the shareholders of IES and IPW, as provided in Sections 3.1(h) and
Section 3.2(h), respectively, and the amendments to the IES Articles
of Incorporation, authorizing a new class of IES Class A Preferred
Stock, with terms substantially identical to the IPW Preferred Stock
under the IPW Certificate of Incorporation ("New IES Preferred
Stock"), shall have been approved by the shareholders of IES, as
provided in Section 3.1(h)."
23. The following new Section 6.1(g) shall be added:
"(g) Designation of Series of New IES Preferred Stock. The Board of
Directors of IES shall have designated the following series of New IES
Preferred Stock: 4.36% IES Preferred Stock, 4.68% IES Preferred Stock,
7.76% IES Preferred Stock and 6.40% IES Preferred Stock. The amendment
of the IES Articles of Incorporation creating the New IES Preferred
Stock as contemplated by Section 6.1(a) and the action of the Board of
Directors of IES designating the new series of the New IES Preferred
Stock are collectively referred to herein as the "Charter Amendments."
24. The following new Section 6.2 shall be added:
"6.2 No IPW Material Adverse Changes. The obligations of IES to effect
the Merger are also subject to the condition that, since the date of
this
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Agreement, there has not been any change in the financial condition,
results of operations or business of IPW, that either individually or
in the aggregate would have a material adverse effect on IPW. IES shall
have received a certificate of the President and the Chief Financial
Officer of IPW to that effect."
25. The following new Section 6.3 shall be added:
"6.3 No IES Material Adverse Changes. The obligations of IPW to effect
the Merger are also subject to the condition that, since the date of
this Agreement, there has not been any change in the financial
condition, results of operations or business of IES, that either
individually or in the aggregate would have a material adverse effect
on IES. IPW shall have received a certificate of the President and the
Chief Financial Officer of IES to that effect."
26. Terms not otherwise defined in this First Amendment shall have the
meanings ascribed to them in the Merger Agreement.
27. Except as otherwise amended herein, the terms and conditions of the
Merger Agreement are hereby affirmed and ratified.
28. From and after the date of this First Amendment, each reference in the
Merger Agreement to "this Agreement," "hereof," "hereunder" or words of like
import, and all references to the Merger Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and
nature, shall be deemed to mean the Merger Agreement as modified and amended by
this First Amendment.
IN WITNESS WHEREOF, IES and IPW have caused this First Amendment to be
signed by their respective officers there unto duly authorized, all as of the
date first written above.
IES UTILITIES INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
President
INTERSTATE POWER COMPANY
By: /s/ Xxxx X. Xxxxx
----------------------------------
Xxxx X. Xxxxx
President
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