UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 13, 2013 (September 9, 2013)

Date of Report (Date of earliest event reported)

 

Commission

      File Number      

    

Exact name of registrant as specified in its charter;

        State or other jurisdiction of incorporation or  organization        

     IRS Employer

  Identification No.  

333-90553     

MIDAMERICAN FUNDING, LLC

(An Iowa Limited Liability Company)

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

     47-0819200
333-15387     

MIDAMERICAN ENERGY COMPANY

(An Iowa Corporation)

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

     42-1425214

(515) 242-4300

 

(Registrant’s telephone number, including area code)

N/A

 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.    Other Events.

On September 12, 2013, MidAmerican Energy Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives for several underwriters (collectively, the “Underwriters”) providing for the offer and sale of $350 million principal amount of the Company’s 2.40% First Mortgage Bonds due 2019, $250 million principal amount of the Company’s 3.70% First Mortgage Bonds due 2023 and $350 million principal amount of the Company’s 4.80% First Mortgage Bonds due 2043 (collectively, the “First Mortgage Bonds”). The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Company and the registration statement relating to the offering of the First Mortgage Bonds. In addition, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The Company has entered into an Indenture (the “Indenture”) dated as of September 9, 2013 with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Bond Trustee”), pursuant to which the Company will issue the First Mortgage Bonds. Further, the Company has executed a Mortgage, Security Agreement, Fixture Filing and Financing Statement (the “Mortgage”) dated as of September 9, 2013 from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (the “Collateral Trustee”), pursuant to which the First Mortgage Bonds will be secured by a first mortgage lien on substantially all of the Company’s electric generating, transmission and distribution property within the State of Iowa, subject to certain exceptions and permitted encumbrances.

Each series of the First Mortgage Bonds will be secured equally and ratably with all of the Company’s other first mortgage bonds from time to time outstanding and with the Company’s currently outstanding 4.65% Notes due 2014, 5.95% Notes due 2017, 5.30% Notes due 2018, 6.75% Notes due 2031, 5.75% Notes due 2035 and 5.80% Notes due 2036 (collectively, the “Equal and Ratable Notes”), as required by the terms of the indentures under which such currently outstanding Equal and Ratable Notes have been issued. Accordingly, the Company has entered into an Intercreditor and Collateral Trust Agreement (the “Collateral Trust Agreement”) dated as of September 9, 2013 with the Bond Trustee and the Collateral Trustee. The Collateral Trust Agreement will govern the administration of the collateral securing the First Mortgage Bonds and the Equal and Ratable Notes.

The descriptions of the Underwriting Agreement, the Indenture, the Mortgage and the Collateral Trust Agreement are qualified in their entirety by reference to the Underwriting Agreement, the Indenture, the Mortgage and the Collateral Trust Agreement, copies of which are filed as exhibits to this Form 8-K and incorporated by reference herein.

The offering of First Mortgage Bonds is expected to close, subject to customary closing conditions, on September 19, 2013.

Item 9.01.    Financial Statements and Exhibits

(d)  Exhibits

 

     

Exhibit No.

 

Description

 

1.1

  Underwriting Agreement, dated September 12, 2013
 

4.1

  Indenture, dated as of September 9, 2013
 

4.2

  Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013
 

4.3

  Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

MIDAMERICAN FUNDING, LLC

MIDAMERICAN ENERGY COMPANY

(Registrant)

Date: September 13, 2013

 
  /s/ Paul J. Leighton
 

Paul J. Leighton

 

Vice President and Secretary of MidAmerican Funding,

LLC and Vice President, Secretary and Assistant General

Counsel of MidAmerican Energy Company

 

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EXHIBIT INDEX

 

 

     

Exhibit No.

 

Description

 

1.1

  Underwriting Agreement, dated September 12, 2013
 

4.1

  Indenture, dated as of September 9, 2013
 

4.2

  Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013
 

4.3

  Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013

 

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Exhibit 1.1

EXECUTION VERSION

$350,000,000 2.40% First Mortgage Bonds due 2019

$250,000,000 3.70% First Mortgage Bonds due 2023

$350,000,000 4.80% First Mortgage Bonds due 2043

MIDAMERICAN ENERGY COMPANY

UNDERWRITING AGREEMENT

September 12, 2013

Barclays Capital Inc.,

J.P. Morgan Securities LLC and

RBS Securities Inc.,

as representatives of the several Underwriters named in Schedule A hereto.

c/o Barclays Capital Inc.

745 7 th Avenue

New York, NY 10019

Dear Sirs:

1. Introductory . MidAmerican Energy Company, an Iowa corporation (the “ Company ”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A attached hereto (collectively, the “ Underwriters ”), for whom Barclays Capital Inc., J.P. Morgan Securities LLC and RBS Securities Inc. are acting as representatives (the “ Representatives ”), U.S.$ 350,000,000 principal amount of its 2.40% First Mortgage Bonds due 2019 (the “ 2019 Bonds ”), U.S.$ 250,000,000 principal amount of its 3.70% First Mortgage Bonds due 2023 (the “ 2023 Bonds ”) and U.S.$ 350,000,000 principal amount of its 4.80% First Mortgage Bonds due 2043 (the “ 2043 Bonds ” and together with the 2019 Bonds and the 2023 Bonds, the “ Offered Securities ”) to be issued under that certain indenture, dated as of September 9, 2013 (the “ Base Indenture ”), with The New York Bank Mellon Trust Company, N.A., as trustee (the “ Trustee ”), as supplemented by a first supplemental indenture to be dated September 19, 2013 (the “ Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”) pursuant to a registration statement on Form S-3 (File No. 333-190862) filed on August 28, 2013 (the “ Registration Statement ”). The Offered Securities are to be secured pursuant to a Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013 (the “ Mortgage ”) from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (the “ Collateral Trustee ”) and an Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013 (the “ Collateral Trust Agreement ”) among the Company, the Trustee and the Collateral Trustee. The Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) under the Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to as the “ Securities Act ,” and the rules and regulations of the Commission thereunder are herein referred to as the “ Rules and Regulations .”


2. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) The Registration Statement in respect of the Offered Securities has been filed with the Commission; the Registration Statement and any post-effective amendments thereto prior to the date hereof, each in the form heretofore delivered or to be delivered to the Underwriters and, excluding exhibits to the Registration Statement but including all documents incorporated by reference in the prospectus contained in such Registration Statement, including any prospectus supplement relating to the Offered Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Securities Act to be part of the Registration Statement, became effective on filing and is currently effective; and no other document with respect to the Registration Statement or any document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission with respect to the offering contemplated by the Registration Statement (other than (i) documents filed after August 28, 2013 under the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (ii) prospectuses filed pursuant to Rule 424(b) of the Rules and Regulations or (iii) any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (“ Issuer Free Writing Prospectus ”) filed pursuant to Rule 433(d) under the Securities Act and listed on Schedule B hereto, in each case in the form heretofore delivered to the Underwriters); and no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus (as defined below), any Issuer Free Writing Prospectus or the Prospectus (as defined below), has been issued and no proceeding for such purpose has been initiated or threatened by the Commission.

(b) A preliminary prospectus relating to the Offered Securities has been prepared, and a final prospectus relating to the Offered Securities will be prepared by the Company in accordance with Section 5(a) hereof. Such preliminary prospectus (including the documents incorporated by reference therein) is hereinafter referred to as the “ Preliminary Prospectu s ;” such form of final prospectus relating to the Offered Securities to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the documents incorporated by reference therein) is hereinafter referred to as the “ Prospectus .” The Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when considered together with the final term sheet filed pursuant to Section 5(a) hereof, (the “ Disclosure Package ”) as of the Applicable Time did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date (as defined below), did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule B hereto does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , the preceding two sentences do not apply to statements in or omissions from the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus based upon written information furnished to the Company by the Underwriters specifically for use therein, it being understood and agreed that the only such information is that described as such in Sections 7(b) and 12 hereof. For purposes of this Underwriting Agreement, the “ Applicable Time ” is 4:30 p.m., New York City Time, on the date of this Underwriting Agreement.

At the earliest time after filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Offered Securities, the Company was not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

 

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(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus when made will conform, in all material respects to the applicable requirements of the Securities Act and the Rules and Regulations, and the Registration Statement conforms, and any further amendments or supplements to the Registration Statement when made will conform, in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission thereunder. The Registration Statement as of its effective date and any amendments thereto as of the Closing Date does not and will not 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, in light of the circumstances under which they were made, not misleading.

(d) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Iowa with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”).

(e) The Company has the legal right to function and operate as an electric public utility company in the States of Iowa, Illinois and South Dakota, and as a gas public utility company in the States of Iowa, Illinois, South Dakota and Nebraska.

(f) The Company has no significant subsidiaries, as “significant subsidiary” is defined in Rule 405 of Regulation C of the Rules and Regulations.

(g) The documents incorporated by reference in the Prospectus and the Disclosure Package, at the time they were or hereafter are filed with the Commission, complied or when so filed will comply, as the case may be, in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder (“ Exchange Act Rules and Regulations ”), and, when read together with the other information in the Prospectus and the Disclosure Package, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. The Company is in compliance in all material respects with all the applicable provisions of the United States Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(h) The accountants who issued their reports on the financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus are an independent registered public accounting firm within the meaning of the Securities Act and the Rules and Regulations.

(i) The consolidated financial statements and any supporting schedules of the Company included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the financial condition of the Company and its consolidated subsidiaries as of the dates indicated and the results of its operations for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally accepted

 

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accounting principles in the United States applied on a consistent basis; and any supporting schedules included or incorporated by reference in the Disclosure Package or the Prospectus present fairly the information required to be stated therein.

(j) This Underwriting Agreement has been duly authorized by and, upon execution and delivery by the parties hereto, will be a legal, valid and binding agreement of the Company; the Indenture has been duly authorized by and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws or principles of public policy; the Collateral Trust Agreement has been duly authorized by and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms; the Offered Securities have been duly and validly authorized for issuance, offer and sale pursuant to this Underwriting Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Underwriting Agreement and the Indenture against payment of the consideration therefor specified in the Prospectus, the Offered Securities will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms; except as enforcement of the Indenture and the Offered Securities may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles; the Offered Securities and the Indenture will conform in all material respects to all statements relating thereto contained in the Disclosure Package and the Prospectus; and the Offered Securities will be entitled to the benefits provided by the Indenture.

(k) Since the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, except as may otherwise be stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and (B) there have been no material transactions entered into by the Company other than those in the ordinary course of business.

(l) The Company is neither (i) in violation of its Restated Articles of Incorporation, as amended, or bylaws, nor (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties may be bound, which in the case of this subsection (ii) would result in a Material Adverse Effect. The execution and delivery of this Underwriting Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not conflict with, constitute a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Mortgage or the Collateral Trust Agreement, upon any material property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound or to which any of the material property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the Restated Articles of Incorporation, as amended, or bylaws of the Company or any law, administrative regulation or administrative or court order or decree.

(m) The Company has made all necessary filings and obtained all necessary consents, orders or approvals from the United States Federal Energy Regulatory Commission (“ FERC ”) and the Illinois Commerce Commission (“ ICC ”) in connection with the issuance and sale of the

 

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Offered Securities and the application of the proceeds thereof, and no consent, approval, authorization, order or decree of any other court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Underwriting Agreement, except such as may be required under state securities (“ Blue Sky ”) laws.

(n) Except as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company which would be reasonably likely to result in a Material Adverse Effect or would be reasonably likely to materially and adversely affect the consummation of the transactions contemplated by this Underwriting Agreement or the Indenture.

(o) Any certificate signed by any director or officer of the Company and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby on the date of such certificate.

(p) The Company is not, and will not be after giving effect to the offering of the Offered Securities and the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus, required to register as an “investment company” under the United States Investment Company Act of 1940, as amended.

(q) The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and (ii) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(r) The Company (i) is in compliance with any and all applicable United States federal, state and local laws and regulations relating to the protection of human health, safety, and the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”) and (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses, except where such non-compliance with Environmental Laws as set forth in (i), and failure to receive required permits, licenses or other approvals, as set forth in (ii), either (x) would not be reasonably likely to have a Material Adverse Effect, or (y) is set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).

(s) The Company has good and valid title or sufficient rights and ownership interests, as applicable, to all the principal plants and other material units of its electric generating, transmission and distribution operations in the State of Iowa (including plants, machinery and equipment) that are presently owned by the Company and specifically described in the Mortgage as subject to the lien thereof (the “ Properties ”) subject only to Permitted Encumbrances and Prior Liens (each as defined in the Indenture, the “ Permitted Liens ”) and other liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting

 

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title, possession or use permitted by the Indenture and the Mortgage and such liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting title, possession or use which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(t) Arrangements have been made for (i) the recording of the Mortgage as promptly as reasonably practicable following the Applicable Time and for the payment of all fees in connection with such recording in all offices of county recorders or clerks of all counties in the State of Iowa in which any real property subject to the lien of the Mortgage is located, and (ii) filing of a UCC1 financing statement in respect of personal property and fixtures in the Office of the Secretary of State of the State of Iowa, and no other filing or recordation is necessary for the perfection and preservation of the liens created thereby except for recordations required in respect of after-acquired real property.

(u) Upon the recordation thereof with the appropriate offices of county recorders or clerks in the State of Iowa, the Mortgage will constitute, as security for the Offered Securities, a valid and subsisting lien to the extent that it purports to be such on the present electric generating, transmission and distribution operations of the Company (including plants, machinery, equipment, real estate and fixed property) and rights of the Company in respect thereof as described in the Mortgage (other than those properties excepted or released from the lien of the Mortgage by its terms or the terms of the Indenture or the Collateral Trust Agreement) subject only to Permitted Liens and other liens and charges permitted by the Indenture and such liens, charges, encumbrances, defects, qualifications, exceptions and other matters affecting title, possession or use which, individually or in the aggregate, would not reasonably be expected to materially affect the security for the Offered Securities, and upon acquisition thereafter by the Company of similar properties, the Mortgage will, subject to liens existing thereon at the time of acquisition, create such a lien thereon; provided , that, any such properties which (i) comprise real property (other than Land (as defined in the Mortgage)) or rights and/or interests in real property and/or (ii) are, in whole or part, affixed to or located on real property which does not comprise Land will not create a lien thereon until the Company shall have duly executed a supplement to the Mortgage containing an adequate description thereof.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company (i) the 2019 Bonds, at a purchase price of 99.344% of the principal amount thereof, the respective principal amounts of the 2019 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto, (ii) the 2023 Bonds, at a purchase price of 99.020% of the principal amount thereof, the respective principal amount of the 2023 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto, and (iii) the 2043 Bonds, at a purchase price of 98.653% of the principal amount thereof, the respective principal amount of the 2043 Bonds set forth opposite the names of the several Underwriters in Schedule A hereto.

The Company will deliver against payment of the purchase price the 2019 Bonds, the 2023 Bonds and the 2043 Bonds, respectively, to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered form without interest coupons (the “ Global Securities ”) deposited with the Trustee as custodian for The Depository Trust Company (“ DTC ”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus.

 

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Payment for the 2019 Bonds, the 2023 Bonds and the 2043 Bonds, as applicable, shall be made by the Representatives in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at 10:00 A.M., (New York time), on September 19, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “ Closing Date ,” against delivery to the Trustee as custodian for DTC of the Global Securities. The Global Securities will be made available for checking at the above office of Latham & Watkins LLP at least 24 hours prior to the Closing Date.

4. Representations by Underwriters; Resale by Underwriters . Each of the Underwriters severally represents and agrees that:

(a) (i) It has only communicated or caused to be communicated (and will only communicate or cause to be communicated) an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “ FSMA ”)) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

(b) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”), it has not made and will not make an offer of the Offered Securities to the public in that Relevant Member State, other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Offered Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of the Offered Securities to the public” in relation to the Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

5. Certain Agreements of the Company . The Company agrees with the several Underwriters that:

(a) It will prepare the Prospectus in a form approved by the Representatives and will file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the date of this Underwriting Agreement; to make no further amendment or any supplement to the Registration

 

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Statement, or the Prospectus prior to the Closing Date that shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Offered Securities; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Disclosure Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Offered Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).

(b) Prior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Underwriting Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Offered Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon the Representatives’ request to file such document and to prepare and furnish without charge to each Representatives and to any dealer in securities as many written and electronic copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus that will correct such statement or omission or effect such compliance; and in case any Underwriter is required under the Securities Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the Offered Securities at any time nine months or more after the

 

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time of issue of the Prospectus, upon such Underwriter’s request but at the expense of such Representatives, to prepare and deliver to such Underwriter as many written and electronic copies as such Underwriter may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(c) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would 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, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(d) The Company will deliver to each Underwriter, without charge, such number of copies of each Free Writing Prospectus prepared by or on behalf of or used or referred to by the Company as each such Underwriter may reasonably request. To the extent applicable, each such document furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission, except to the extent permitted by Regulation S-T.

(e) The Company will advise the Underwriters promptly of any additional action by the FERC or ICC pertaining to the Offered Securities.

(f) The Company will furnish promptly to the Representatives and to counsel for the Underwriters one signed copy of the Registration Statement as originally filed and each amendment thereto filed prior to the date hereof and relating to the Offered Securities, including all documents incorporated therein by reference and all consents and exhibits filed therewith.

(g) The Company will deliver promptly to the Underwriters such reasonable number of the following documents as the Underwriters may request: (i) the Prospectus and the Disclosure Package and (ii) to the extent not available via the Commission’s Electronic Data, Gathering, Analysis and Retrieval System (“ EDGAR ”), (1) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to fixed charges, the Indenture, and this Underwriting Agreement), and (2) any documents incorporated by reference in the Prospectus.

(h) In connection with the offering, until the earlier of (i) 180 days following the Closing Date and (ii) the date the Representatives shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

 

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(i) From the date hereof through and including the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue.

(j) As soon as practicable, the Company shall make generally available to its security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited), conforming with the requirements of Section 11(a) of the Securities Act and of the Rules and Regulations (including, at the option of the Company, Rule 158 under the Securities Act), covering a period of at least twelve months beginning after the effective date of the Registration Statement as defined in Rule 158(c) of the Rules and Regulations.

(k) The Company will endeavor, in cooperation with the Representatives, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Offered Securities; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file any general consent to service of process in any such jurisdiction or to take any other action that would subject the Company to service of process in any suits (other than those arising out of the offering of the Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Offered Securities have been qualified as above provided. The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose.

(l) The Company will pay all costs incident to the authorization, issuance, sale and delivery of the Offered Securities; the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of the documents and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the Registration Statement as originally filed and each amendment and post-effective amendment thereto (including exhibits), any preliminary prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of printing this Underwriting Agreement and the Indenture; the costs of any filings with the Financial Industry Regulatory Authority, Inc.; fees paid to rating agencies in connection with the rating of the Offered Securities; the fees and expenses of qualifying the Offered Securities under the securities laws of the several jurisdictions as provided in subsection (l) of this Section and of preparing and printing a Blue Sky Memorandum (including fees of counsel to the Underwriters in such connection not to exceed $10,000 in the aggregate); the reasonable fees and expenses of counsel for the Underwriters in an amount not to exceed $225,000; and all other costs and expenses incident to the performance of the Company’s obligations under this Underwriting Agreement (including fees and expenses of the Company’s counsel); provided that, except as provided in this Section 5(m), the Underwriters shall pay their own costs and expenses, any transfer taxes on the Offered Securities which they may sell and the expenses of advertising any offering of the Offered Securities made by the Underwriters. The Underwriters have agreed to reimburse the Company for $1,212,500 of its expenses incurred in connection with the offering of the Offered Securities.

 

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(m) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.

(n) As promptly as reasonably practicable after the Applicable Time, the Company will duly record the Mortgage in all offices of county recorders and clerks of all counties in the State of Iowa in which any real property subject to the lien of the Mortgage is located.

6. Conditions of the Obligations of the Underwriters . The obligations of the several Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Prospectus as amended or supplemented in relation to the applicable Offered Securities shall have been filed with the Commission within the applicable time period prescribed for such filing (without reliance on Rule 424(b)(8) of the Rules and Regulations and in accordance with Section 5(a) hereof); if the Company has elected to rely on Rule 462(b), the Rule 462(b) Registration Statement shall have been effective by 10:00 P.M., Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or to the knowledge of the Company threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with.

(b) Paul J. Leighton, Esq., counsel to the Company, shall have furnished to the Representatives, a letter addressed to the Underwriters and dated the Closing Date stating his opinion substantially to the effect that:

(i) the Company is a validly organized and existing corporation in good standing under the laws of the State of Iowa; and the Company is an indirect subsidiary of MidAmerican Energy Holdings Company, an Iowa corporation;

(ii) this Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable law and except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and general principles of equity;

(iii) the Indenture is in due and proper form, has been duly and validly authorized by the necessary corporate action, has been duly and validly executed and delivered and is a valid instrument legally binding on the Company, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles;

 

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(iv) the Collateral Trust Agreement has been duly and validly authorized by the necessary corporate action, has been duly and validly executed and delivered and is a valid instrument legally binding on the Company, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles;

(v) the Offered Securities are in due and proper form; the issue and sale of the Offered Securities by the Company in accordance with the terms of this Underwriting Agreement have been duly and validly authorized by the necessary corporate action; the Offered Securities, when duly executed (which execution may include facsimile signatures of officers of the Company), authenticated and delivered to the Underwriters, against payment of the agreed consideration therefor, will constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles; and each holder of Offered Securities will be entitled to the benefits of the Indenture;

(vi) the Offered Securities and the Indenture conform in all material respects with the statements concerning them made in the Prospectus and Disclosure Package, and such statements accurately set forth the matters respecting the Offered Securities and the Indenture required to be set forth in the Prospectus and Disclosure Package;

(vii) the Indenture is qualified under the Trust Indenture Act;

(viii) the orders of the FERC and the ICC referred to in Section 2(m) hereof pertaining to the Offered Securities have been duly issued and, to the best of the knowledge of such counsel, are still in force and effect; and no further approval, authorization, consent, certificate or order of any state or federal commission or regulatory authority (other than in connection or compliance with the provisions of the securities or Blue Sky laws of any jurisdiction) is necessary with respect to the issue and sale of the Offered Securities as contemplated by this Underwriting Agreement or the application of the proceeds thereof;

(ix) the Registration Statement has become effective under the Securities Act and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act;

(x) the Registration Statement, the Disclosure Package and the Prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act, the Rules and Regulations and Sections 305(a)(2) and 305(c) of the Trust Indenture Act (except that such counsel need express no opinion as to the financial statements and financial data contained therein);

(xi) such counsel does not know of any legal or governmental proceeding required to be described in the Registration Statement, the Disclosure Package or the

 

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Prospectus which is not described as required, or of any contract or document of a character required to be described or incorporated in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described, incorporated or filed as required;

(xii) none of the execution and delivery of this Underwriting Agreement, the Indenture, the Mortgage and the Collateral Trust Agreement nor the issuance and sale of the Offered Securities in accordance with the terms of this Underwriting Agreement nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with, or violate or result in a breach of, any law, any administrative regulation or any court decree known to such counsel to be applicable to the Company, conflict with or result in a breach of any of the terms, conditions or provisions of the Restated Articles of Incorporation, as amended, or the bylaws of the Company, as amended, or of any material agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or constitute a default thereunder, or result in the creation or imposition of any lien, charge or encumbrance of any nature, other than pursuant to the Mortgage or the Collateral Trust Agreement upon any of the material properties or assets of the Company;

(xiii) the documents referred to in Sections 2(a), (b) and (c) hereof insofar as they have been filed with the SEC pursuant to the Exchange Act, as of their respective filing dates, complied as to form in all material respects with the applicable requirements of the Exchange Act and the Exchange Act Rules and Regulations (except that such counsel does not need to express any opinion as to the financial statements and financial data contained therein);

(xiv) the Company is a public utility authorized by its Restated Articles of Incorporation, as amended, to carry on the businesses in which it is engaged, as set forth in the Prospectus and Disclosure Package; the Company has the legal right to function and operate as an electric public utility company in the States of Iowa, Illinois and South Dakota, and as a gas public utility company in the States of Iowa, Illinois, South Dakota and Nebraska; and the franchises and permits of the Company are valid and subsisting and authorize the Company to carry on the utility businesses in which it is engaged in the communities and territory covered by such franchises and permits;

(xv) the descriptions in the Registration Statement, the Prospectus and the Disclosure Package of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be presented;

(xvi) except as set forth in the Prospectus and Disclosure Package, (A) there are no pending legal proceedings to which the Company is a party or in which any of its property is the subject which are material to the Company, other than ordinary routine legal proceedings incident to the business in which the Company is engaged, and (B) there are no material pending administrative or judicial proceedings to which the Company is a party or in which any of its property is the subject arising under any federal, state or local provisions regulating the discharge of materials into the environment or otherwise relating to the protection of the environment, and, to the best of the knowledge of said counsel, no such proceedings are threatened by governmental authorities; and

 

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(xvii) The Company has good and sufficient title to the Properties which it owns in fee simple and which are subject to the Mortgage, which include substantially all of the electric generating, transmission and distribution operations of the Company (other than those expressly excepted) in the State of Iowa, subject only to Permitted Liens and defects and irregularities customarily found in properties of like size and character that, in such counsel’s opinion, do not materially impair the use of the property affected thereby in the operation of the business of the Company; the descriptions in the Mortgage of such of the Properties as are described therein are adequate for the Mortgage to attach a lien thereon; the Mortgage constitutes a valid lien granted in favor of the Collateral Trustee for the benefit of the Secured Parties and, to the best of such counsel’s knowledge, there is no lien on the Properties prior or equal to the lien of the Mortgage, other than the exceptions enumerated above in this paragraph.

Such counsel shall additionally state that no facts have come to such counsel’s attention that have caused him to believe that (i) the Registration Statement at the time the Registration Statement became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective, 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, (ii) the Disclosure Package as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial data included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Forms T-1, as to which such counsel need not express a view).

(c) Gibson, Dunn & Crutcher LLP, counsel to the Company, shall have furnished to the Representatives, a letter addressed to the Underwriters and dated the Closing Date stating its opinion to the effect that:

(i) Each of the Base Indenture and the First Supplemental Indenture has been duly qualified under the Trust Indenture Act with respect to the Offered Securities registered thereby and, assuming due authorization, execution and delivery thereof by the Trustee and the Company, constitute a valid and binding instrument of the Company, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, rehabilitation, reorganization, moratorium, fraudulent conveyance or transfer or similar laws relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law);

(ii) The Offered Securities, when issued, executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, rehabilitation, reorganization, moratorium, fraudulent conveyance or transfer or similar laws relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law);

 

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(iii) The execution and delivery by the Company of the Underwriting Agreement and the Indenture, the issuance and sale of the Offered Securities by the Company pursuant to the Underwriting Agreement and the use of proceeds thereof as described in the Prospectus on the date hereof do not require any approvals or filings by the Company under any governmental authority or regulatory body of the State of New York or the United States of America, under any law or regulation currently in effect of the State of New York or the United States of America applicable to the Company, except such as have been made or obtained under the United States Federal Power Act, the laws of the state of Illinois governing securities issuances by public utilities, the Securities Act, and the Trust Indenture Act in connection with the purchase and distribution of the Offered Securities by the Underwriters (as to which such counsel need not express an opinion);

(iv) The Indenture and the Offered Securities conform in all material respects to the descriptions thereof in the Prospectus under the heading “Description of First Mortgage Bonds,” the descriptions thereof in the Prospectus Supplement under the heading “Supplemental Description of First Mortgage Bonds” and the descriptions thereof in the Disclosure Package, in each case insofar as such statements purport to constitute a summary of the Indenture and the Offered Securities. The statements set forth in the Base Prospectus under the heading “Description of First Mortgage Bonds,” the statements set forth in the Prospectus Supplement and the Disclosure Package under the captions “Supplemental Description of First Mortgage Bonds” and “Underwriting,” insofar as they purport to constitute summaries of the terms of the documents referred to therein, fairly summarize the terms of such documents in all material respects;

(v) The Registration Statement has become effective under the Act and, based solely on a telephone conversation with representatives of the Commission or the list of stop orders contained on the Commission’s website at http://www.sec.gov/litigation/stoporders.shtml, as of the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission; the Prospectus, Prospectus Supplement and Pricing Supplement have been filed in accordance with Rule 424(b) and 430B under the Act and the Specified Issuer Free Writing Prospectus has been filed in accordance with Rule 433 under the Act;

(vi) The Registration Statement, as of August 28, 2013, including the information deemed to be a part thereof pursuant to Rule 430B under the Act, the Preliminary Prospectus, as of its date, the Prospectus, as of the date of the Prospectus Supplement, and the Disclosure Package, as of its date, complied as to form in all material respects with the requirements for registration statements on Form S-3 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that such counsel need not express an opinion with respect to the financial statements, schedules, other financial data, or exhibits included or incorporated by reference in, or omitted from, the Registration Statement, the Preliminary Prospectus or the Prospectus or the Specified Issuer Free Writing Prospectus. In passing on the compliance as to form of the Registration Statement and the Prospectus and the Specified Issuer Free Writing Prospectus, such counsel being permitted to assume that the statements made and incorporated by reference therein are correct and complete;

(vii) The issuance to and resale by the Underwriters of the Offered Securities in accordance with the provisions of the Underwriting Agreement will not violate

 

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Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System, assuming the Underwriters resell the Offered Securities in accordance with the provisions of the Underwriting Agreement; and

(viii) Insofar as the statements set forth in the Disclosure Package and the Prospectus under the caption “Material United States Federal Income Tax Considerations,” purport to describe specific provisions of laws referred to therein, such statements present in all material respects an accurate summary of such provisions.

Such counsel shall additionally state that no facts have come to such counsel’s attention that have caused it to believe that (i) the Registration Statement at the time the Registration Statement became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective, 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, (ii) the Disclosure Package as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules and other financial data included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Forms T-1, as to which such counsel need not express a view).

(d) The Company shall have furnished to the Representatives on the Closing Date a certificate, dated the Closing Date, of its Chief Executive Officer, its President or a Vice President and its Treasurer or an Assistant Treasurer stating that, to the best of their knowledge after reasonable investigation, the representations and warranties of the Company in Section 2 hereof are true and correct as of the date hereof; the Company has complied with all its agreements contained herein; and the conditions set forth in Sections 6(a),(i) and (j) hereof have been fulfilled.

(e) On the date hereof, the Representatives shall have received a letter from the Company’s independent registered public accounting firm addressed to the Underwriters dated as of the date hereof and in form and substance satisfactory to the Representatives and their counsel, to the effect that:

(i) They are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act, the Exchange Act and the Rules and Regulations;

(ii) In their opinion, the financial statements and financial statement schedule(s) of the Company audited by them and included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Rules and Regulations with respect to registration statements on Form S-3 and the Exchange Act and the Exchange Act Rules and Regulations;

(iii) They have performed specified procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minute books of the Company since the end of the most recent fiscal year

 

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with respect to which an audit report has been issued, inquiries of and discussions with certain officials of the Company responsible for financial and accounting matters with respect to the latest available interim unaudited financial statements of the Company, and such other inquiries and procedures as may be specified in such letter, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that at a specified date not more than three days prior to the date of such letter, there was any change in the capital stock or any increase in long-term debt of the Company or any decrease in the net current assets or common shareholder’s equity of the Company other than for the declaration of regular quarterly dividends, in each case as compared with the amounts shown on the most recent balance sheet of the Company included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package or, during the period from the date of such balance sheet to a specified date not more than three days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues or net income of the Company, except in each such case as set forth in or contemplated by the Registration Statement, the Prospectus and the Disclosure Package or except for such exceptions (e.g., inability to determine such decreases because of insufficient accounting information available after the date of such most recent balance sheet) enumerated in such letter as shall have been agreed to by the Underwriters and the Company; and

(iv) In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, and the limited procedures referred to in clause (iii) above, they have carried out certain other specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement, Prospectus and the Disclosure Package and which are specified by the Underwriters, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company identified in such letter.

(f) The Representatives shall have received a letter, dated the Closing Date and addressed to the Underwriters, of the Company’s independent registered public accounting firm which meets the requirements of subsection (e)(i)-(iv) of this Section 6, except that (A) the specified date referred to in such subsection will be a date not more than one day prior to the Closing Date for the purposes of this subsection, and (B) references to the Preliminary Prospectus will be replaced with references to the Prospectus.

(g) Subsequent to the Applicable Time, there shall not have been (i) any change, or any development or event involving a prospective change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3 of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications for a possible upgrading and no implication of a possible downgrading, of such rating); (iii) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the

 

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Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any material disruption in settlements of securities or clearance services in the United States; or (vii) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency, if, in the judgment of the Representatives the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable.

(h) Latham & Watkins LLP, as counsel for the Underwriters, shall have furnished to the Representatives on the Closing Date such opinions with respect to the validity of the Offered Securities and with respect to the Registration Statement, the Prospectus, and the Disclosure Package and other related matters as the Representatives may reasonably require.

(i) The orders of the FERC and the ICC referred to in Section 2(m) hereof shall be in full force and effect and no proceedings to suspend the effectiveness of either such order shall be pending or threatened.

(j) Subsequent to the execution of this Underwriting Agreement, the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company shall not have been lowered or any such rating agency shall not have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company.

(k) On the date hereof and on the Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of the Offered Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and 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 Offered Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and to counsel to the Underwriters.

A. The Company (i) represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act and (ii) has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

B. Each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Offered Securities containing customary information (including the final term sheet prepared and filed pursuant to Section 5(a) hereof), it has not made and will not make any offer relating to the Offered Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act); and

C. Any such free writing prospectus (including any Issuer Free Writing Prospectus) the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule B hereto.

 

18


  7. Indemnification and Contribution .

(a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein made, in light of the circumstances under which they were made (in the case of the Registration Statement, necessary in order to make the statements therein not misleading), not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Underwriting Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriters specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below; provided, further , that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities (or actions in respect thereof), in connection with clauses (i) through (iii) below, purchased Offered Securities, or any person controlling such Underwriter, where it shall have been determined by a court of competent jurisdiction by final and non-appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that the Preliminary Prospectus, dated September 12, 2013, contains an untrue statement of material fact or omits to state therein 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) such untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary Prospectus and such corrected Preliminary Prospectus was provided to such Underwriter sufficiently in advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed to such person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not conveyed to such person at or prior to the Applicable Time to such person.

(b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order

 

19


to make the statements therein, in the light of the circumstances under which they were made (in the case of the Registration Statement, necessary in order to make the statements therein not misleading), not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists solely of the information described as such in Section 12 hereof; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Underwriting Agreement.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however , that the indemnified party shall have the right to employ counsel to represent the indemnified party and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 7 if the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action, if in the written opinion of counsel to either the indemnifying party or the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

 

20


(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above 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 on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds (before deducting expenses) from the offering of the 2019 Bonds, the 2023 Bonds and the 2043 Bonds, as applicable, received by the Company bear to the total discounts and commissions received by the Underwriters with respect to the Offered Securities from the Company under this Underwriting Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable, were purchased by it were resold exceeds the amount of any damages which such Underwriter 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act.

8. Default of Underwriters . If any Underwriter or Underwriters defaults in its or their obligations to purchase the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable hereunder, and the aggregate principal amount of the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable, the non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such 2019 Bonds, 2023 Bonds or 2043 Bonds, as applicable, by other persons, including themselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase such 2019 Bonds, 2023

 

21


Bonds or 2043 Bonds, as applicable, that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable, with respect to which such default or defaults occur exceeds 10% of the total principal amount of the 2019 Bonds, the 2023 Bonds or the 2043 Bonds, as applicable, and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such 2019 Bonds, 2023 Bonds or 2043 Bonds, as applicable, by other persons are not made within 36 hours after such default, this Underwriting Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company, except as provided in Section 9 hereof. As used in this Underwriting Agreement, the term “ Underwriter ” includes any person substituted for an Underwriter under this Section. Nothing herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

9. Survival of Certain Representations and Obligations . The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Underwriting Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated other than such default by an Underwriter, the Company shall be responsible for the fees and expenses of counsel for the Underwriters in an amount not to exceed $150,000.

10. No Fiduciary Duty . The Company acknowledges and agrees that (i) the purchase and sale of the Offered Securities, including the determination of the offering price of such Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and each Underwriter, on the other hand; (ii) each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company in connection with the offering of such Offered Securities and the process leading to such transaction (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an Underwriter of, the Company; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of such Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Offered Securities except the obligations expressly set forth in this Underwriting Agreement; and (iv) the Underwriters are not advising the Company as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Underwriting Agreement, and the Underwriters shall have no responsibility or liability to the Company with respect thereto.

11. Notices . All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) Barclays Capital Inc., 745 7 th Avenue New York, NY 10019, Attention: Syndicate Registration, (ii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179 Attention: Investment Grade Syndicate Desk – 3 rd Floor, Fax (212) 834-6081; and (iii) RBS Securities Inc., 600 Washington Blvd, Stamford, CT 06901 Attention: Debt Capital Markets / Syndicate, Fax (203) 873-4534; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at MidAmerican Energy Company, 666 Grand Avenue, Suite 500, Des Moines, IA 50309-2580, Attention: Treasurer.

 

22


12. Underwriter Information . It is understood and agreed that the only information furnished by any Underwriter to the Company consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter to the Company expressly for use therein, as applicable: under the caption “Underwriting”, paragraphs 3 (except for the first sentence), 4, 5 (second sentence only), 6, 7 and 8.

13. Successors . This Underwriting Agreement shall inure to the benefit of and be binding upon each Underwriter and the Company and their respective successors. Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 7 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Underwriting Agreement or any provision herein contained. This Underwriting Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and 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 Offered Securities shall be deemed to be a successor by reason merely of such purchase.

14. Counterparts . This Underwriting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

15. Applicable Law . This Underwriting Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

16. Waiver of Jury . TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS UNDERWRITING AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

 

23


If the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.

 

Very truly yours,

MIDAMERICAN ENERGY COMPANY

By:

 

/s/ Calvin D. Haack

Name:

  Calvin D. Haack

Title:

  Vice President and Treasurer

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

 

BARCLAYS CAPITAL INC.

By:

 

/s/ Robert A. Stowe

Name:

  Robert A. Stowe

Title:

  Managing Director

J.P. MORGAN SECURITIES LLC

By:

 

/s/ Robert Bottamedi

Name:

  Robert Bottamedi

Title:

  Vice President

RBS SECURITIES INC.

By:

 

/s/ Matt Schiffman

Name:

  Matt Schiffman

Title:

  Vice President

As Representatives of each of the Underwriters

(Underwriting Agreement)


SCHEDULE A

 

Underwriters

   Aggregate Principal
Amount of 2019
Bonds
     Aggregate Principal
Amount of 2023
Bonds
     Aggregate Principal
Amount of 2043
Bonds
 

Barclays Capital Inc.

   $ 63,000,000       $ 45,000,000       $ 63,000,000   

J.P. Morgan Securities LLC.

     63,000,000         45,000,000         63,000,000   

RBS Securities Inc.

     63,000,000         45,000,000         63,000,000   

BNP Paribas Securities Corp.

     24,500,000         17,500,000         24,500,000   

Mitsubishi UFJ Securities (USA), Inc.

     24,500,000         17,500,000         24,500,000   

U.S. Bancorp Investments, Inc.

     24,500,000         17,500,000         24,500,000   

Citigroup Global Markets Inc.

     17,500,000         12,500,000         17,500,000   

Wells Fargo Securities, LLC.

     17,500,000         12,500,000         17,500,000   

Deutsche Bank Securities Inc.

     8,750,000         6,250,000         8,750,000   

KeyBanc Capital Markets Inc.

     8,750,000         6,250,000         8,750,000   

Lloyds Securities Inc.

     8,750,000         6,250,000         8,750,000   

Mizuho Securities USA Inc.

     8,750,000         6,250,000         8,750,000   

RBC Capital Markets, LLC.

     8,750,000         6,250,000         8,750,000   

SMBC Nikko Securities America, Inc.

     8,750,000         6,250,000         8,750,000   

Total

   $ 350,000000       $ 250,000,000       $ 350,000,000   
  

 

 

    

 

 

    

 

 

 


SCHEDULE B

Issuer Free Writing Prospectus

(Relating to Preliminary Prospectus Supplement

Dated September 12, 2013)

Filed Pursuant to Rule 433(d)

Registration No. 333-190862

MIDAMERICAN ENERGY COMPANY

FINAL PRICING TERM SHEET

September 12, 2013

 

Issuer:

   MidAmerican Energy Company

Legal Format:

   SEC-Registered

Issue:

   2.40% First Mortgage Bonds due 2019 (the “2019 bonds”)
   3.70% First Mortgage Bonds due 2023 (the “2023 bonds”)
   4.80% First Mortgage Bonds due 2043 (the “2043 bonds”)

Offering Size:

   $350,000,000 in aggregate principal amount (2019 bonds)
   $250,000,000 in aggregate principal amount (2023 bonds)
   $350,000,000 in aggregate principal amount (2043 bonds)

Coupon and Coupon Payment

   2.40% per annum, payable semi-annually on each March 15 and September 15, commencing March

Dates:

   15, 2014 (2019 bonds)
   3.70% per annum, payable semi-annually on each March 15 and September 15, commencing March 15, 2014 (2023 bonds)
   4.80% per annum, payable semi-annually on each March 15 and September 15, commencing March 15, 2014 (2043 bonds)

Trade Date:

   September 12, 2013

Settlement Date:

   September 19, 2013

Maturity Date:

   March 15, 2019 (2019 bonds)
   September 15, 2023 (2023 bonds)
   September 15, 2043 (2043 bonds)

Treasury Benchmark:

   1.500% due August 31, 2018 (2019 bonds)
   2.500% due August 15, 2023 (2023 bonds)
   2.875% due May 15, 2043 (2043 bonds)


US Treasury Yield:

   1.711% (2019 bonds)
   2.910% (2023 bonds)
   3.880% (2043 bonds)

Spread to Treasury:

   +70 basis points (2019 bonds)
   +83 basis points (2023 bonds)
   +95 basis points (2043 bonds)

Re-offer Yield:

   2.411% (2019 bonds)
   3.740% (2023 bonds)
   4.830% (2043 bonds)

Price to Public:

   99.944% (2019 bonds)
   99.670% (2023 bonds)
   99.528% (2043 bonds)

Optional Redemption:

   Make Whole Call at a discount rate of Treasury + 12.5 basis points prior to February 15, 2019 and at 100% of principal amount on and after February 15, 2019 (2019 bonds)
   Make Whole Call at a discount rate of Treasury + 15 basis points prior to June 15, 2023 and at 100% of principal amount on and after June 15, 2023 (2023 bonds)
   Make Whole Call at a discount rate of Treasury + 15 basis points prior to March 15, 2043 and at 100% of principal amount on and after March 15, 2043 (2043 bonds)

Joint Bookrunning Managers:

   Barclays Capital Inc., J.P. Morgan Securities LLC, RBS Securities Inc., BNP Paribas Securities Corp., Mitsubishi UFJ Securities (USA), Inc. and U.S. Bancorp Investments, Inc.

Co-Managers:

   Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Lloyds Securities Inc., Mizuho Securities USA Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc.

CUSIP:

   595620 AJ4 (2019 bonds)
   595620 AK1 (2023 bonds)
   595620 AL9 (2043 bonds)


ISIN:

   US595620AJ40 (2019 bonds)
   US595620AK13 (2023 bonds)
   US595620AL95 (2043 bonds)

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, J.P. Morgan Securities LLC collect at 1-212-834-4533 or RBS Securities Inc. toll-free at 1-866-884-2071.

Exhibit 4.1

EXECUTION VERSION

MIDAMERICAN ENERGY COMPANY

To

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE

Indenture

Dated as of September 9, 2013


CROSS-REFERENCE SHEET TO

TRUST INDENTURE ACT OF 1939

 

Section of Act

  

Section of Indenture

310(a)    7.04, 14.01, 14.14, 14.15
310(b)    14.12, 14.14
311(a) and (b)    14.11
312(a), (b) and (c)    17.01
313(a), (b), (c) and (d)    17.03
314(a)    17.02
314(a)(4)    7.13
314(b)    7.05
314(c)(1) and (2)    21.01(b)
314(c)(3)    Not Applicable
314(d)(1)    1.03(w), 10.03(b), 10.04(b), 10.05(a)(ii)
314(d)(2)    1.03(f), 1.03(w), 3.04(e), 10.05(a)(ii)
314(d)(3)    3.04(c), 3.04(d), 10.03(c), 10.05(a)(ii) and (iii)
314(e)    21.01(a)
315(a)    14.02, 14.07
315(b)    12.02(b)
315(c)    14.01
315(d)    14.02
315(e)    12.15(c)
316(a)(1)    12.05, 12.23
316(a)(2)    Not Applicable
316(a) last sentence    1.03(qq)(A)
316(b)    12.22
317(a)    12.17, 12.21
317(b)    7.06
318(a)    21.05

 

i


TABLE OF CONTENTS

 

         Page  
Parties      1   
Recitals      1   
  ARTICLE I   
  D EFINITIONS   

Section 1.01.

  Trust Indenture Act      1   

Section 1.02.

  Construction of accounting terms      2   

Section 1.03.

  Definitions      2   
  “2002 Notes Indenture”      2   
  “2006 Notes Indenture”      2   
  “Accountant”      2   
  “Accountant’s Certificate”      2   
  “Affiliate”      2   
  “Appraiser”      2   
  “Appraiser’s Certificate”      3   
  “Authenticating Agent”      3   
  “Authorized Executive Officer”      3   
  “Board”      3   
  “Bondable Property”      3   
  “Bonded”      5   
  “Bonding”      5   
  “Bondholder”      6   
  “Bonds”      6   
  “Business Day”      6   
  “Collateral Trust Agreement”      6   
  “Collateral Trustee”      6   
  “Company”      6   
  “Company Order”      6   
  “Cost”      6   
  “Default”      7   
  “Depositary”      7   
  “Discount Bond”      7   
  “Dollar”      7   
  “$”      7   
  “Eligible Obligations”      7   
  “Engineer”      8   
  “Engineer’s Certificate”      8   
  “Excepted Property”      8   
  “Equal and Ratable Notes”      8   
  “Fair Value”      8   

 

ii


         Page  
  “Generally Accepted Accounting Principles”      8   
  “Governmental Obligations”      9   
  “Indenture”      9   
  “Independent”      9   
  “Investment Securities”      9   
  “Lien of the Mortgage”      10   
  “ Mortgage”      10   
  “ Mortgage Bond Documents”      10   
  “ Mortgage Bond Obligations”      10   
  “Mortgaged Property”      11   
  “Officers’ Certificate”      11   
  “Opinion of Counsel”      11   
  “Outstanding”      11   
  “Paying Agent”      12   
  “Periodic Offering”      12   
  “Permissible Encumbrances”      12   
  “Person”      15   
  “Place of Payment”      15   
  “Prepaid Lien”      15   
  “Prior Lien”      15   
  “Prior Lien Debt”      15   
  “Registered Holder”      15   
  “Required Currency”      15   
  “Requisite Secured Parties”      16   
  “Responsible Officer”      16   
  “Retired Bonds”      16   
  “Retired Equal and Ratable Notes”      16   
  “Supplemental Indenture”      16   
  “Supplemental Mortgage”      16   
  “Triggering Event”      16   
  “Trust Estate”      16   
  “Trustee”      17   
  “Unbonded”      17   

Section 1.04.

  References      17   
  ARTICLE II   
  F ORMS , E XECUTION , R EGISTRATION AND E XCHANGE OF B ONDS   

Section 2.01.

  Series and terms of Bonds      17   

Section 2.02.

  Kinds and denomination of Bonds      19   

Section 2.03.

  Dates of and interest on Bonds      20   

Section 2.04.

  Legends on Bonds      20   

Section 2.05.

  Exchange of Bonds      20   

Section 2.06.

  Transfer and exchange of Bonds      21   

 

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         Page  

Section 2.07.

  Execution of Bonds      21   

Section 2.08.

  Temporary Bonds      22   

Section 2.09.

  Replacement of stolen, lost, destroyed or mutilated Bonds      22   

Section 2.10.

  Trustee’s certificate on Bonds      23   

Section 2.11.

  Payment to be made in Required Currency      23   

Section 2.12.

  Cancellation of Bonds      23   
  ARTICLE III   
  I SSUANCE OF B ONDS B ASED ON B ONDABLE P ROPERTY   

Section 3.01.

  Bonds issuable on basis of Bondable Property      24   

Section 3.02.

  No Bonds issuable on basis of Bonded Bondable Property      24   

Section 3.03.

  Bonds issuable to specified percentage of Bondable Property      24   

Section 3.04.

  Requirements for issuance      24   

Section 3.05.

  Counsel may obtain additional facts; reliance on other documents      27   

Section 3.06.

  Determination of Cost or Fair Value      27   
  ARTICLE IV   
  I SSUANCE OF B ONDS B ASED ON R ETIRED B ONDS OR R ETIRED E QUAL AND R ATABLE N OTES   

Section 4.01.

  Requirements for issuance      27   

Section 4.02.

  No Bonds issued on basis of Bonded Bonds      28   
  ARTICLE V   
  I SSUANCE OF B ONDS B ASED ON D EPOSIT OF C ASH W ITH T RUSTEE   

Section 5.01.

  Requirements for issuance      28   

Section 5.02.

  Withdrawal of cash deposited under Section 5.01      29   
  ARTICLE VI   

Section 6.01.

  [Reserved.]      29   
  ARTICLE VII   
  C OVENANTS OF THE C OMPANY   

Section 7.01.

  Payment of principal and interest      29   

Section 7.02.

  Possession, maintenance of Lien and right to mortgage      29   

Section 7.03.

  Corporate existence      29   

Section 7.04.

  Appointment of Trustee      29   

Section 7.05.

  Recordation of Mortgage      29   

Section 7.06.

  Paying Agents      30   

Section 7.07.

  Payment of Taxes      31   

 

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         Page  

Section 7.08.

  Instruments of further assurance      31   

Section 7.09.

  Books of record and account      31   

Section 7.10.

  Maintenance of Mortgaged Property      31   

Section 7.11.

  Insurance      31   

Section 7.12.

  Issuance of Additional Equal and Ratable Notes      33   

Section 7.13.

  Annual Officer’s Certificate as to Compliance      33   
  ARTICLE VIII   
  C OLLATERAL   

Section 8.01.

  Collateral Trust Agreement      34   

Section 8.02.

  Relative rights      34   

Section 8.03.

  Mortgage documents      34   

Section 8.04.

  Trustee and Collateral Trustee      35   

Section 8.05.

  Authorization of actions to be taken      35   

Section 8.06.

  Collateral Trustee as Third Party Beneficiary      37   
  ARTICLE IX   
  R EDEMPTION OF B ONDS   

Section 9.01.

  Certain Bonds redeemable      37   

Section 9.02.

  General provisions and mechanics of redemption      37   

Section 9.03.

  Bonds due on redemption date      38   

Section 9.04.

  Moneys for redemption held in trust      38   

Section 9.05.

  Partial redemption of Bond      38   
  ARTICLE X   
 

P OSSESSION , U SE AND R ELEASE

OF THE M ORTGAGED P ROPERTY

  

Section 10.01.

  [Reserved.]      38   

Section 10.02.

  Actions without consent of Trustee      38   

Section 10.03.

  Release of Mortgaged Property if Bonding ratio test satisfied      39   

Section 10.04.

  Release of limited amount of Mortgaged Property      40   

Section 10.05.

  Release of Mortgaged Property not subject to a Prior Lien      41   

Section 10.06.

  Release of Mortgaged Property subject to a Prior Lien      43   

Section 10.07.

  Eminent Domain      45   

Section 10.08.

  Consideration for release of Mortgaged Property      46   

Section 10.09.

  [Reserved.]      46   

Section 10.10.

  Receiver, trustee, etc.      46   

Section 10.11.

  [Reserved.]      47   

Section 10.12.

  Suspension of rights in case of Default      47   

 

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         Page  
  ARTICLE XI   
  A PPLICATION OF F UNDS H ELD B Y T RUSTEE   

Section 11.01.

  Withdrawal or application of moneys held by Trustee      47   

Section 11.02.

  Moneys to be held in trust; investment thereof      49   
  ARTICLE XII   
  D EFAULT AND R EMEDIES   

Section 12.01.

  When no entitlement to benefit of Indenture upon Default      50   

Section 12.02.

  Events of Default; notice of Default; action by Trustee      50   

Section 12.03.

  Upon Default Trustee may instruct Collateral Trustee to sell Mortgaged Property      51   

Section 12.04.

  Upon Default and request of holders of a majority of Bonds, Trustee must declare principal due; restoration of parties to former positions      52   

Section 12.05.

  Duty of Trustee to act on request of holders of a majority of Bonds      52   

Section 12.06.

  Right of Requisite Secured Parties.      53   

Section 12.07.

  Inspection.      53   

Section 12.08.

  [Reserved.]      53   

Section 12.09.

  [Reserved.]      53   

Section 12.10.

  [Reserved.]      53   

Section 12.11.

  Principal of Bonds to become due in case of sale      53   

Section 12.12.

  Application of sale proceeds      53   

Section 12.13.

  Bonds may be applied against purchase price      54   

Section 12.14.

  Control by majority      54   

Section 12.15.

  Bondholder not to institute suit without request to Trustee; Trustee may enforce rights without possession of Bonds; undertaking for costs      54   

Section 12.16.

  Remedies cumulative      56   

Section 12.17.

  Covenant to pay Trustee; judgment by Trustee; application of monies      56   

Section 12.18.

  Other remedies      57   

Section 12.19.

  Provisions solely for benefit of parties and Bondholders      57   

Section 12.20.

  Trustee and Collateral Trustee may file proofs of claims      57   

Section 12.21.

  Right of Bondholders to receive payment      57   

Section 12.22.

  Waivers of past Defaults by holders of Bonds      57   

Section 12.23.

  Waiver of Usury, Stay or Extension Laws      58   
  ARTICLE XIII   
 

E FFECT OF M ERGER , C ONSOLIDATION ,

C ONVEYANCE AND L EASE

  

Section 13.01.

  Company may merge or consolidate if no impairment of Lien of the Mortgage and with assumption of obligations by successor      58   

 

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         Page  

Section 13.02.

  Upon merger or consolidation Indenture not to constitute lien upon certain properties      59   

Section 13.03.

  Right of successor      60   

Section 13.04.

  Transfer of less than substantially all      61   
  ARTICLE XIV   
  T HE T RUSTEE   

Section 14.01.

  Qualification of Trustee and acceptance of trust      61   

Section 14.02.

  Trustee rights and duty of care      61   

Section 14.03.

  Recitals deemed made by Company      63   

Section 14.04.

  Trustee not liable for debts from operation of Mortgaged Property; Trustee may own Bonds      63   

Section 14.05.

  Trustee may give notices incidental to action by it      63   

Section 14.06.

  [Reserved.]      63   

Section 14.07.

  Trustee may rely on certificates and may consult counsel; responsibility in selection of experts      63   

Section 14.08.

  Trustee not required to expend its own funds      64   

Section 14.09.

  Compensation and indemnification of Trustee; lien therefor      64   

Section 14.10.

  Trustee may rely on facts established by Officers’ Certificate      65   

Section 14.11.

  Action to be taken by Trustee which becomes creditor of Company      65   

Section 14.12.

  Action to be taken by Trustee acquiring conflicting interest      65   

Section 14.13.

  Resignation or removal of Trustee      65   

Section 14.14.

  Appointment of successor Trustee      66   

Section 14.15.

  Appointment of additional trustees or co-trustees; notice by Bondholders to Trustee, notice to all trustees; contents, filing, etc. of instrument appointing trustee      67   

Section 14.16.

  Acceptance by successor trustee; requirements of predecessor Trustee upon retiring      68   

Section 14.17.

  Merger or consolidation of Trustee      69   

Section 14.18.

  [Reserved.]      69   

Section 14.19.

  Appointment of Authenticating Agent      69   
  ARTICLE XV   
  S UPPLEMENTAL I NDENTURES AND S UPPLEMENTAL M ORTGAGES   

Section 15.01.

  Provision for Supplemental Indentures, Supplemental Mortgages and amended Collateral Trust Agreement      70   

Section 15.02.

  Requirements for Supplemental Indentures and Supplemental Mortgages      72   

Section 15.03.

  Execution of Supplemental Indentures      73   

Section 15.04.

  Effect of Supplemental Indentures      73   

Section 15.05.

  Conformity with Trust Indenture Act      74   

Section 15.06.

  Reference in Bonds to Supplemental Indentures      74   

 

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         Page  
  ARTICLE XVI   
  M EETINGS OF B ONDHOLDERS   

Section 16.01.

  Manner of calling meetings and determination of Bonds affected      74   

Section 16.02.

  Calling of meetings by Company or Bondholders      75   

Section 16.03.

  Persons entitled to vote at meeting      75   

Section 16.04.

  Conduct of meetings; procedures      75   

Section 16.05.

  Manner of voting      76   

Section 16.06.

  Rights of Trustee or Bondholders not to be hindered or delayed      76   

Section 16.07.

  Action by written consent      76   
  ARTICLE XVII   
 

B ONDHOLDER L ISTS AND R EPORTS BY THE C OMPANY

AND THE T RUSTEE

  

Section 17.01.

  Company to furnish Bondholder lists      77   

Section 17.02.

  Company to comply with TIA Section 314      77   

Section 17.03.

  Trustee reports to Bondholders and compliance with TIA Section 313      77   

Section 17.04.

  Company reports to Trustee regarding ordinary course disposition      77   
  ARTICLE XVIII   
  D EFEASANCE   

Section 18.01.

  Effect of payment of indebtedness; deposit of money or Eligible Obligations in certain instances deemed payment      77   

Section 18.02.

  Unclaimed moneys      78   
  ARTICLE XIX   
 

I MMUNITY OF I NCORPORATORS , S UBSCRIBERS TO THE C APITAL

S TOCK , S HAREHOLDERS , O FFICERS AND D IRECTORS

  

Section 19.01.

  General provision      78   
  ARTICLE XX   
 

E VIDENCE OF R IGHTS OF B ONDHOLDERS

AND O WNERSHIP OF B ONDS

  

Section 20.01.

  Evidence of action by Bondholders      79   

Section 20.02.

  Inspection of Bonds      80   

Section 20.03.

  Bondholder may revoke consent      80   

 

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         Page  
  ARTICLE XXI   
  M ISCELLANEOUS   

Section 21.01.

  Certificates, opinions, etc.      80   

Section 21.02.

  Successors and assigns      81   

Section 21.03.

  Notices to Trustee and Company      81   

Section 21.04.

  Governing law      82   

Section 21.05.

  Waiver of jury trial      82   

Section 21.06.

  Conflict with TIA      82   

Section 21.07.

  TIA construed as in effect on date hereof      82   

Section 21.08.

  Titles, Table of Contents and Section Headings      82   

Section 21.09.

  Counterparts      83   

Section 21.10.

  Force majeure      83   

 

ix


I NDENTURE , dated as of September 9, 2013, between M ID A MERICAN E NERGY C OMPANY , an Iowa corporation, and T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., a banking association organized and existing under the laws of the United States of America, as Trustee.

W HEREAS , all capitalized terms used in this Indenture have the respective meanings set forth in Article I ;

W HEREAS , the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of Bonds in one or more series as contemplated herein;

W HEREAS , the Company has duly executed and delivered the Mortgage (as defined herein) to provide that security over the Mortgaged Property (as defined herein) be granted for the payment of the principal of and premium, if any, and interest, if any, on the Bonds, and on the outstanding Equal and Ratable Notes;

W HEREAS , the Company has entered into the Collateral Trust Agreement (as defined herein) with the Trustee (as defined herein) and the Collateral Trustee (as defined herein) to provide for collateral trust and intercreditor arrangements governing the security granted under the Mortgage; and

W HEREAS , all acts necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been performed.

Now, T HEREFORE , in consideration of the premises and the purchase of the Bonds by the Bondholders thereof, it is mutually agreed for the equal and ratable benefit of the Bondholders from time to time of the Bonds or of series thereof as follows:

ARTICLE I

D EFINITIONS

Section 1.01. Trust Indenture Act . (a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended (“TIA”), such 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 as of the date of this Indenture:

“indenture securities” means the Bonds.

“indenture security holder” means a Bondholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company.

Signature Page to First Mortgage Bond Indenture


(b) All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the Securities and Exchange Commission have the meanings assigned to them in the TIA or such statute or rule as in force on the date of this Indenture.

Section 1.02 . Construction of accounting terms . The accounting terms used in this Indenture shall be construed in accordance with Generally Accepted Accounting Principles.

Section 1.03 . Definitions . For purposes of this Indenture, the following terms have the following meanings:

(a) “ 2002 Notes Indenture ” means an Indenture, dated as of February 8, 2002 between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as Trustee, as supplemented by the First Supplemental Indenture dated as of February 8, 2002, the Second Supplemental Indenture dated as of January 14, 2003, the Third Supplemental Indenture dated as of October 1, 2004, the Fourth Supplemental Indenture dated as of November 1, 2005 and as further amended, restated, supplemented or otherwise modified from time to time.

(b) “ 2006 Notes Indenture ” means an Indenture, dated as of October 1, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the First Supplemental Indenture dated as of October 6, 2006, the Second Supplemental Indenture dated as of June 29, 2007, the Third Supplemental Indenture dated as of March 25, 2008 and as further amended, restated, supplemented or otherwise modified from time to time.

(c) “ Accountant ” means the Chief Accounting Officer, Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Company or a Person who is qualified to pass upon accounting matters, who or which need not be a certified or public accountant and, unless required to be Independent, may be employed by or Affiliated with the Company.

(d) “ Accountant’s Certificate ” means a certificate signed by an Accountant.

(e) “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such specified Person; “ Affiliated ” has a meaning correlative to the foregoing. For the purposes of this definition, “ control ” when used with respect to any specified Person means the power to direct generally the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

(f) “ Appraiser ” means a Person engaged in the business of appraising property or competent to determine the Fair Value or fair value to the Company of the particular property in question, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company.

 

2


(g) “ Appraiser’s Certificate ” means a certificate signed by an Appraiser; any Appraiser’s Certificate which is relied upon by an Independent Engineer, for purposes of an Independent Engineer’s Certificate, shall be signed by an Independent Appraiser.

(h) “ Authenticating Agent ” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Bonds of one or more series.

(i) “ Authorized Executive Officer ” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Secretary or the Treasurer of the Company, or any other Person duly authorized by the Company to act in respect of matters relating to this Indenture.

(j) [ Reserved. ]

(k) “ Board ” means either the board of directors of the Company or the executive committee or any other committee of the board of directors of the Company duly authorized to act for the board of directors of the Company in matters pertaining to this Indenture. Any Board resolution referred to herein shall consist of one or more resolutions of the Board or other written action of the Board certified by the Secretary or an Assistant Secretary of the Company as having been duly adopted by the Board and being in full force and effect on the date of such certification.

(l) “ Bondable Property ” means the Mortgaged Property as of the date of this Indenture, plus any property acquired or constructed by the Company which is included in the Mortgaged Property after the date of this Indenture, subject to the following:

(i) Bondable Property:

(A) need not consist of a specific or completed development, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the Company shall have acquired legal title to such property, and may include the following:

(1) fractional and other undivided interests of the Company in property owned jointly or in common with other Persons, whether or not there are with respect to such property other agreements or obligations on the part of the Company, if there is an effective bar against partition of such property which would preclude the sale of such property by any or all of such other Persons or the holder or holders of any lien or liens on the interest of any of such other Persons in such property, without the consent of the Company;

(2) engineering, economic, environmental, financial, geological and legal or other analyses and surveys, data processing

 

3


equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged Property;

(3) paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character required for or in connection with the installation or repair of overhead, surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto;

(4) property located over, on or under property owned by other Persons, including governmental and municipal agencies, bodies or subdivisions, under permits, licenses, easements, franchises and other similar privileges, if the Company shall have the right to remove the same; and

(B) may include renewals, replacements and substitutions of Bondable Property; but

(C) shall not include:

(1) Excepted Property; or

(2) going concern value or goodwill.

(ii) The “amount” of any Bondable Property means the lesser of the Cost or Fair Value of Bondable Property certified to the Trustee in an Engineer’s Certificate (or if such Fair Value shall not be required to be evidenced to the Trustee, the Cost thereof) minus , in the case of Bondable Property which is (A) owned by the Company subject to a Prior Lien at the date of this Indenture, or (B) acquired by the Company after the date of this Indenture, subject to a Prior Lien (other than a Prior Lien to which such Bondable Property becomes subject, solely as a result of such acquisition, pursuant to an after-acquired property clause of such Prior Lien), 10/7 (ten sevenths) of the aggregate principal amount of the related Prior Lien Debt.

(iii) When any Bondable Property is certified to the Trustee in any Engineer’s Certificate delivered with an application, and as a basis, for the authentication and delivery of Bonds, the release of Mortgaged Property or the withdrawal of cash (except in the cases of the release of Mortgaged Property, the withdrawal of cash representing the proceeds of insurance or the payment of or on account of obligations secured by purchase money mortgages, in each case on the basis of Bondable Property acquired or constructed within 90 days prior or subsequent to the date of the application for such release or the receipt by the Trustee of such cash),

(A) there shall be deducted from the Cost or Fair Value of such Bondable Property, as the case may be (as evidenced in such application), an amount equal to the sum of (x) the aggregate Cost of all Bondable Property retired

 

4


on and after the date of this Indenture plus (y) the aggregate Cost of all Bondable Property acquired or constructed by the Company which is included in the Mortgaged Property after such date, and Bonded as the basis for the authentication of Bonds, the withdrawal of cash or the release of Mortgaged Property in accordance with the provisions hereof, and

(B) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the sum of

(1) all or any portion of (aa) the fair value to the Company in cash, as set forth in an Appraiser’s Certificate dated the date of such application, of the unpaid principal amount of any obligations (which are not in default) secured by purchase money mortgages and Governmental Obligations, plus (bb) any cash then held by the Collateral Trustee or the trustee or mortgagee under any Prior Lien, in either case representing the proceeds of insurance on, or of the release or other disposition of, Bondable Property retired; plus

(2) 10/7 (ten sevenths) of the principal amount of any Bonds, the right to the authentication and delivery of such Bonds under Article IV shall have been waived as a basis for the release of Bondable Property retired;

provided , however , that neither any reduction in the Cost or Fair Value of property recorded in an account of the Company nor the transfer of any amount from such an account to another such account shall be deemed to be Bondable Property retired.

(m) “ Bonded ” or “ Bonding ” as applied to Bonds or Bondable Property means that such Bonds or Bondable Property are within one or more of the following classes:

(i) (a) the aggregate amount of Bondable Property which has been used as a basis for the authentication and delivery of Bonds pursuant to Article III or the withdrawal of cash pursuant to Section 11.01 and (b) an aggregate amount of Bondable Property with a value equal to 10/7 (ten sevenths) of the sum of (x) the aggregate principal amount of the outstanding Equal and Ratable Notes plus (y) the aggregate principal amount of outstanding Prior Lien Debt.

(ii) Bonds which have been used as a basis for the authentication and delivery of Bonds pursuant to Article IV or the withdrawal of cash pursuant to Section 11.01 , and Bonds paid, purchased or redeemed with money used or applied by the Trustee pursuant to Section 11.01 .

(iii) Bonds which have been used as a basis for a waiver by the Company, pursuant to Section 10.05 , of its right to the authentication and delivery of Bonds pursuant to Article IV .

(iv) Bonds and Bondable Property which have been allocated or used as a basis for any credit or action or pursuant to any provision of, or retired through the operation of, any sinking, improvement, maintenance, replacement or analogous fund for any series of Bonds; provided , however , that any such Bonds or Bondable Property so allocated or used shall be reinstated as Unbonded when all of the Bonds of the series of Bonds in connection with such fund was established are Retired Bonds.

 

5


All Bondable Property which shall be retired, abandoned, destroyed, released or otherwise disposed of shall be deemed Bondable Property retired, but as in this Indenture provided may at any time thereafter again become Bondable Property.

(n) “ Bondholder ” means Registered Holder of a Bond.

(o) “ Bonds ” means bonds authenticated and delivered under this Indenture.

(p) “ Business Day ”, when used with respect to a Place of Payment or any other particular location specified in Bonds or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such Place of Payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified in a Supplemental Indenture or Company Order.

(q) “ Collateral Trust Agreement ” means the Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013, among the Trustee and the Collateral Trustee.

(r) “ Collateral Trustee ” means The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral trustee under the Collateral Trust Agreement.

(s) “ Company ” means MidAmerican Energy Company, an Iowa corporation, and its successors and assigns.

(t) “ Company Order ” means a written order, signed in the name of the Company by an Authorized Executive Officer and delivered to the Trustee pursuant to a Supplemental Indenture, for the authentication and delivery of Bonds of the series of Bonds created by such Supplemental Indenture pursuant to any procedures described therein, and (i) specifying in such Company Order certain terms of such Bonds to be authenticated and delivered, or the manner of the determination of such terms, which terms may include, but are not limited to, those set forth in Section 2.01(c) or (ii) confirming in such Company Order certain terms of such Bonds to be authenticated and delivered, which terms were given to the Trustee by any agent of the Company which has been designated as agent for such purpose in accordance with such Supplemental Indenture.

(u) “ Cost ” means, as to any property, the actual cost to the Company of such property including (i) cash or its equivalent paid for such property, including without limitation all costs and allowances for funds used during the construction thereof, and

 

6


other deferred costs relating to such construction, but only to the extent permitted by Generally Accepted Accounting Principles or accounting orders from any governmental regulatory commission, (ii) the fair value to the Company in cash (as of the date of delivery) of any securities or other property delivered in connection with the acquisition of such property, (iii) the principal amount of any Prior Lien Debt secured by such property at the time of its acquisition unless such principal amount of Prior Lien Debt has previously been used in determining the Cost of other property subject to such Prior Lien, (iv) the principal amount of any other indebtedness incurred or assumed in connection with the acquisition of such property and (v) any other amounts which, in accordance with Generally Accepted Accounting Principles, are properly charged or chargeable to the plant or other property accounts of the Company with respect to such property as part of the cost of construction or acquisition thereof, including, but not limited to, any allowance for funds used during construction or any similar or analogous amount; the Cost of property acquired by the Company without consideration or by merger, consolidation or dissolution shall be deemed to be the Fair Value thereof at the date of its acquisition; provided , however , that in no event shall the Cost of any property be required to reflect any depreciation or amortization in respect of such property, or any adjustment to the amount or amounts at which such property is recorded in plant or other property accounts due to the non-recoverability of investment or otherwise.

(v) “ Default ” means any event specified in Section 12.02(a) .

(w) “Depositary” means, with respect to the Bonds of any series issuable or issued in global form, a clearing agency registered under the Securities Exchange Act of 1934, as amended, or any successor thereto, which shall in either case be designated by the Company pursuant to Section 2.01 or Section 2.06 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Bonds of any such series shall mean the Depositary with respect to the Bonds of that series.

(x) “ Discount Bond ” means any Bond which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 12.04 .

(y) “ Dollar ” or “ $ ” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts in the United States of America.

(z) “ Eligible Obligations ” means:

(i) with respect to Bonds denominated in Dollars, Governmental Obligations; or

(ii) with respect to Bonds denominated in a composite currency or in a currency other than Dollars, such other obligations or instruments as shall be specified with respect to such Bonds in a Supplemental Indenture or Company Order.

 

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(aa) “ Engineer ” means a Person engaged in the engineering business, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company, except that an Independent Engineer shall sign Engineer’s Certificates delivered in connection with the release of Mortgaged Property pursuant to Section 10.03 , 10.04 , 10.05 , 10.06 or 10.07 if the Fair Value of the Mortgaged Property to be released and of all other Mortgaged Property released since the commencement of the then current calendar year, or the fair value to the Company of any purchase money obligations included in the consideration for such release and of all other securities made a basis of any authentication and delivery of Bonds, withdrawal of cash or release of Mortgaged Property or securities under this Indenture since the commencement of the then current calendar year, as set forth in Engineer’s Certificates required pursuant to Article X , is 10% or more of the aggregate principal amount of Bonds at the time Outstanding, unless the Fair Value of the Mortgaged Property to be released or the fair value to the Company of any purchase money obligations included in the consideration for such release and of all other securities made a basis of any authentication and delivery of Bonds, as set forth in such Engineer’s Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds at the time Outstanding.

(bb) “ Engineer’s Certificate ” means a certificate signed by an Engineer.

(cc) “ Excepted Property ” has the meaning assigned to such term in the Mortgage

(dd) “ Equal and Ratable Notes ” means the debt securities described on Schedule 1 hereto for so long as such debt securities are secured by the Lien of the Mortgage.

(ee) “ Fair Value ” when applied to any property means its fair value to the Company as may be determined by reference to (a) the amount which would be likely to be obtained in an arm’s-length transaction with respect to such property between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell, (b) the amount of investment with respect to such property which, together with a reasonable return thereon, would be likely to be recovered through ordinary business operations or otherwise, (c) the Cost, accumulated depreciation, and replacement cost with respect to such property and/or (d) any other relevant factors; provided , however , that the Fair Value of property shall be determined without deduction for any Prior Liens upon such property (except as otherwise contemplated by Section 10.06). Fair Value may be determined without physical inspection by use of accounting and engineering records and other data maintained by, or available to, the Company; the “value” of any Mortgaged Property shall be the lesser of its Cost or Fair Value as evidenced by an Engineer’s Certificate.

(ff) “ Generally Accepted Accounting Principles ” means generally accepted accounting principles in use in the United States of America at the date of this Indenture, or, at the option of the Company, other generally accepted accounting principles which are in use in the United States of America at the time of their determination; in determining such generally accepted accounting principles, the Company may, but shall not be required to, conform to any accounting order, rule or regulation

 

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of any regulatory authority (i) having jurisdiction over the electric generating, transmission and distribution operations of the Company and/or (ii) if property which is an integral part of or used or to be used as an integral part of the gas distribution operations of the Company becomes Mortgaged Property, having jurisdiction over such gas distribution operations.

(gg) “ Governmental Obligations ” means securities which are (a) (i) direct obligations of the United States of America where the payment or payments thereunder are supported by the full faith and credit of the United States of America or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Governmental Obligation or a specific payment of interest on or principal of or other amount with respect to any such Governmental Obligation held by such custodian for the account of the holder of a depository 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 depository receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of interest on or principal of or other amount with respect to the Governmental Obligation evidenced by such depository receipt.

(hh) “ Indenture ” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more Supplemental Indentures, including, for all purposes of this instrument and any such Supplemental Indenture, the provisions of the TIA that are deemed to be a part of and govern this Indenture and any such Supplemental Indenture, respectively; all references to “herein,” “hereof” and “hereunder” shall respectively mean in, of or under this Indenture.

(ii) “ Independent ” when used with respect to any specified Person means that such Person (i) is in fact independent, (ii) does not have any direct material financial interest in the Company or in any other obligor on the Bonds or in any Affiliate of the Company (other than Berkshire Hathaway Inc.) or any such other obligor and (iii) is not connected with the Company or such other obligor as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

(jj) “ Investment Securities ” means any of the following obligations or securities on which none of the Company, MidAmerican Energy Holdings Company nor any other subsidiary of MidAmerican Energy Holdings Company thereof is the obligor: (i) Governmental Obligations; (ii) interest bearing deposit accounts (which may be represented by certificates of deposit) in national or state banks (which may include the Trustee or any Paying Agent) or savings and loan associations having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (iii) bankers’ acceptances drawn on and accepted by commercial banks (which may include the Trustee or any Paying Agent) having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term

 

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securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (iv) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, any State or Territory of the United States of America or the District of Columbia, or any political subdivision of any of the foregoing, which are rated in any of the three highest rating categories (without regard to modifiers) by a nationally recognized statistical rating organization; (v) bonds or other obligations of any agency or instrumentality of the United States of America; (vi) corporate debt securities rated in any of the two (2) highest rating categories by a nationally recognized statistical rating organization (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for short term securities; (vii) repurchase agreements with respect to any of the foregoing obligations or securities with banking or financial institutions (which may include the Trustee or any Paying Agent) having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (viii) securities issued by any regulated investment company (including any investment company for which the Trustee or any Paying Agent is the advisor), as defined in Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal statute, provided that the portfolio of such investment company is limited to obligations that are bonds, notes, certificates of indebtedness, treasury bills or other securities now or hereafter issued, which are guaranteed as to principal and interest by the full faith and credit of the United States of America, which portfolio may include repurchase agreements which are fully collateralized by any of the foregoing obligations and (ix) any other obligations or securities which may be lawfully purchased by the Trustee in its capacity as such.

(kk) “ Lien of the Mortgage ” means the lien created by the Mortgage (including the lien on property acquired after the date of the execution of the Mortgage) and the lien created by any subsequent conveyance to the Collateral Trustee, whether made by the Company or any other Person, effectively constituting any property a part of the security held by the Collateral Trustee for the benefit of the Trustee and the holders of all Outstanding Bonds and, as applicable, the applicable trustee and holders of outstanding Equal and Ratable Notes.

(ll) “ Mortgage ” means the Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, made by the Company in favor of the Collateral Trustee, as originally executed and as it may from time to time be supplemented or amended by one or more Supplemental Mortgages, including, for all purposes of this instrument and any such Supplemental Mortgage.

(mm) “ Mortgage Bond Documents ” means the Bonds collectively with this Indenture.

(nn) “ Mortgage Bond Obligations ” means the obligations of the Company in respect of the due and punctual payment of the principal of, any premium on, any interest on (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding, including any applicable post-default rate, even if such interest is not enforceable, allowable or

 

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allowed as a claim in such proceeding), and any other amounts payable in respect of the Bonds (whether now existing or hereinafter issued) in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) (and any successor provision thereof).

(oo) “ Mortgaged Property ” means as of any particular time all of the property which at such time is subject, or is intended by the terms of the Mortgage or this Indenture to be subject, to the Lien of the Mortgage, however created.

(pp) “ Officers’ Certificate ” means a certificate signed by an Authorized Executive Officer of the Company and delivered to the Trustee.

(qq) “ Opinion of Counsel ” means a written opinion of counsel for the Company, who may be a counsel who is also an employee of the Company.

(rr) “ Outstanding ” means, as of any particular time with respect to Bonds, all Bonds which theretofore have been authenticated and delivered by the Trustee under this Indenture, except (i) Bonds theretofore paid, retired, redeemed, discharged or canceled, or Bonds for the purchase, payment or redemption of which money or Eligible Obligations in the necessary amount shall have been deposited with, or shall then be held by, the Trustee with irrevocable direction to apply such money or the proceeds of such Eligible Obligations to such purchase, payment or redemption, provided that, in the case of redemption, the notice required by Article IX shall have been given or provided for to the satisfaction of the Trustee, (ii) Bonds deposited with or held in pledge by the Trustee under this Indenture, including any Bonds so held under any sinking, improvement, maintenance, replacement or analogous fund, and (iii) Bonds paid or in exchange or substitution for and/or in lieu of which other Bonds have been authenticated and delivered, other than any such Bonds in respect of which there shall have been presented to the Trustee proof satisfactory to it and the Company that such Bonds are held by a bona fide purchaser or purchasers in whose hands such Bonds are valid obligations of the Company; provided , however , that for purposes of determining whether or not the holders of the requisite principal amount of the Bonds Outstanding under this Indenture, or the Outstanding Bonds of any series, have given any request, demand, authorization, direction, notice, consent, vote or waiver or taken any other action hereunder, or whether or not a quorum is present at a meeting of Bondholders,

(A) Bonds owned by the Company or any other obligor upon the Bonds or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Bonds Outstanding under this Indenture, or all Outstanding Bonds of each such series, as the case may be) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Bonds which the Trustee knows to be so owned shall be so disregarded; provided , however , that Bonds so owned which have been pledged in good faith may be regarded as Outstanding if it is

 

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established to the reasonable satisfaction of the Trustee that the pledgee, and not the Company or any such other obligor or Affiliate of either thereof, has the right so to act with respect to such Bonds and that the pledgee is not the Company or any other obligor upon the Bonds or any Affiliate of the Company or of such other obligor;

(B) the principal amount of a Discount Bond 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 that the principal of such Discount Bond is due and payable immediately pursuant to Section 12.04 ; and

(C) the principal amount of any Bond which is denominated in a currency other than Dollars or in a composite currency that shall be deemed to be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount of such currency or composite currency evidenced by such Bond, in each such case certified to the Trustee in an Officers’ Certificate, based (A) on the average of the mean of the buying and selling spot rates quoted by three (3) banks which are members of the New York Clearing House Association (or its successor) selected by the Company in effect at 11:00 A.M. (New York time) in the City of New York on the fifth Business Day preceding the date of such calculation or (B) if on such fifth Business Day it shall not be possible or practical to obtain such quotations from such three (3) banks, on such other quotations or alternative methods of determination as shall be reasonably selected by an Authorized Executive Officer and which calculation of Dollar equivalents shall be certified to the Trustee in an Officers’ Certificate;

(ss) “ Paying Agent ” means any Person, including the Company, authorized by the Company to pay the principal of, and premium, if any, or interest, if any, on any Bonds on behalf of the Company.

(tt) “ Periodic Offering ” means an offering of Bonds of a series from time to time, any or all of the specific terms of which Bonds, including but not limited to the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents at or about the time of the issuance of such Bonds in the manner specified in the Supplemental Indenture which creates and establishes such series of Bonds, and Company Orders pursuant to such Supplemental Indenture.

(uu) “ Permissible Encumbrances ” means as of any particular time any of the following:

(i) the Lien of the Mortgage and other liens in favor of the Collateral Trustee securing the Secured Obligations (as defined in the Collateral Trust Agreement) and subject to the Collateral Trust Agreement, and all liens and encumbrances junior thereto;

 

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(ii) liens for taxes or assessments by governmental bodies not yet due or the payment of which is being contested in good faith by the Company;

(iii) any right of any municipal or other governmental body or agency, by virtue of any franchise, grant, license, permit, contract or statute, to occupy, purchase or designate a purchaser of, or to order the sale of, any Mortgaged Property upon payment of reasonable compensation therefor, or to modify or terminate any franchise, grant, license, permit, contract or other right, or to regulate the property and business, of the Company;

(iv) liens and charges incidental to construction or current operations of the Company which are not delinquent or, whether or not delinquent, are being contested in good faith by the Company;

(v) easements, leases, rights of way, restrictions, exceptions or reservations, and zoning ordinances, regulations and restrictions, with respect to any property or rights of way of the Company, which do not, individually or in the aggregate, materially impair the use of such property or rights of way for the purposes for which such property or rights of way are held by the Company;

(vi) irregularities in or defects of title to any property or rights of way of the Company which do not materially impair the use of such property or rights of way for the purposes for which such property or rights of way are held by the Company;

(vii) liens securing obligations neither (A) assumed by the Company nor (B) on account of which it customarily pays interest, directly or indirectly, existing upon real property, or rights in or relating to real property acquired by the Company for rights of way for lines, pipes, structures and appurtenances thereto;

(viii) party-wall agreements and agreements for and obligations relating to the joint or common use of property owned solely by the Company or owned by the Company in common or jointly with one or more Persons;

(ix) liens securing indebtedness incurred by a Person, other than the Company, which indebtedness has been neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing on property which the Company owns jointly or in common with such Person or such Person and others, if there is an effective bar against partition of such property which would preclude the sale of such property by such other Person or the holder of such lien without the consent of the Company;

(x) any attachment, judgment and other similar lien arising in connection with court proceedings (A) in an amount not in excess of the greater of $100,000,000 or 5% of the principal amount of the Bonds Outstanding at the time such attachment, judgment or lien arises, or (B) the execution of which has been stayed or which has been appealed and secured, if necessary, by an appeal bond;

(xi) the burdens of any law or governmental rule, regulation, order or permit requiring the Company to maintain certain facilities or to perform certain acts as a condition of its occupancy or use of, or interference with, any public or private lands or highways or any river, stream or other waters;

 

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(xii) any duties or obligations of the Company to any federal, state or local or other governmental authority with respect to any franchise, grant, license, permit or contract which affects any Mortgaged Property;

(xiii) liens in favor of a government or governmental entity securing (A) payments pursuant to a statute (other than taxes and assessments), or (B) indebtedness incurred to finance all or part of the purchase price or Cost of construction of the property subject to such lien;

(xiv) any other liens or encumbrances of whatever nature or kind which, in the Opinion of Counsel, do not, individually or in the aggregate, materially impair the Lien of the Mortgage or the security afforded thereby for the benefit of the Bondholders;

(xv) any trustee’s lien hereunder or under the Collateral Trust Agreement;

(xvi) any Prior Lien if such Prior Lien shall not attach to any Mortgaged Property other than the Mortgaged Property that was or became subject to the Prior Lien at the time of acquisition by the Company of such Mortgaged Property, other than pursuant to an after-acquired property clause of such Prior Lien; but, if the Company, as successor corporation, shall have executed a Supplemental Indenture relating thereto in accordance with Article XIII , the extension of such Prior Lien to Mortgaged Property subsequently acquired by the Company shall be permitted notwithstanding the limitation expressed in this Section 1.03(uu)(xvi) .

(xvii) liens existing at the date of this Indenture;

(xviii) leases existing at the date of this Indenture affecting properties owned by the Company at such date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;

(xix) liens vested in lessors, licensors, franchisors or permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings; and

(xx) Prepaid Liens.

For the purposes of this Indenture, no mortgage or other lien on any property of the Company shall be considered as a “mortgage,” “lien,” “charge” or “encumbrance” if money or

 

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Governmental Obligations sufficient to pay or redeem the indebtedness secured by such mortgage or lien shall be held in trust for such purpose by the Trustee or by the trustee, mortgagee or other holder of such mortgage or lien; the sufficiency of such money or Governmental Obligations shall be evidenced to the Trustee by an Accountant’s Certificate.

(vv) “ Person ” means any individual, corporation, association, company, limited liability company, business trust, partnership, limited liability partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

(ww) “ Place of Payment ” with respect to the Bonds of any series, means the place or places, specified in a Supplemental Indenture or Company Order, at which principal of, and premium, if any, and interest, if any, on the Bonds of such series are payable.

(xx) “ Prepaid Lien ” means any lien securing indebtedness for the payment, prepayment or redemption of which there have been irrevocably deposited in trust with the trustee or other holder of such lien moneys and/or Investment Securities which (together with the interest reasonably expected to be earned from the investment and reinvestment in Investment Securities of the moneys and/or the principal of and interest on the Investment Securities so deposited) shall be sufficient for such purpose; provided , however , that if such indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the mortgage or other instrument creating such lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder.

(yy) “ Prior Lien ” means any mortgage, lien, charge, encumbrance, security interest on or in, or pledge of, any Mortgaged Property existing both at and immediately prior to the time of the acquisition by the Company of such Mortgaged Property, or created as a purchase money mortgage on such Mortgaged Property at the time of its acquisition by the Company, in each case ranking prior to or on a parity with the Lien of the Mortgage.

(zz) “ Prior Lien Debt ” means indebtedness secured by a Prior Lien.

(aaa) “ Registered Holder ” means the Person or Persons in whose name or names the particular Registered Bond shall be registered in the Bond register required pursuant to Section 2.06 .

(bbb) “ Required Currency ” means for any Bond the composite currency or currency, if other than Dollars, in which the principal of, premium, if any, or interest, if any, on such Bond is payable, provided , that, for purposes of calculations under this Indenture (including calculations of principal amount), any amounts denominated in a composite currency or in a currency other than Dollars shall be converted to Dollar equivalents by calculating the amount of Dollars which could have been purchased by the amount of such other currency based (A) on the average of the mean of the buying and selling spot rates quoted by

 

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three (3) banks which are members of the New York Clearing House Association (or its successor) selected by the Company in effect at 11:00 A.M. (New York time) in the City of New York on the fifth Business Day preceding the date of such calculation or (B) if on such fifth Business Day it shall not be possible or practical to obtain such quotations from such three (3) banks, on such other quotations or alternative methods of determination as shall be reasonably selected by an Authorized Executive Officer and which calculation of Dollar equivalents shall be certified to the Trustee in an Officers’ Certificate.

(ccc) “ Requisite Secured Parties ” has the meaning assigned thereto in the Collateral Trust Agreement.

(ddd) “ Responsible Officer ” when used with respect to the Trustee means any officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Indenture.

(eee) “ Retired Bonds ” means as of any particular time Bonds theretofore but after the date of this Indenture, purchased, paid, retired, redeemed, canceled or otherwise discharged, or for the purchase, payment, retirement or redemption of which money or Eligible Obligations in the necessary amount shall have been deposited with, or shall then be held by, the Trustee with respect to Bonds with irrevocable direction to apply such money or the proceeds of such Eligible Obligations to such purchase, payment, retirement or redemption.

(fff) “ Retired Equal and Ratable Notes ” means as of any particular time Equal and Ratable Notes theretofore but after the date of this Indenture, purchased, paid, retired, redeemed, canceled or otherwise discharged, or for the purchase, payment, retirement or redemption of which money or other eligible property, to the extent permitted under the terms of the agreements governing such Equal and Ratable Notes, shall have been deposited with, or shall then be held by, the trustee therefor with respect to Equal and Ratable Notes with irrevocable direction to apply such money or the proceeds of such eligible property to such purchase, payment, retirement or redemption.

(ggg) “ Supplemental Indenture ” means an indenture supplementing or amending this Indenture and entered into between the Company and the Trustee in accordance with this Indenture.

(hhh) “ Supplemental Mortgage ” means a mortgage supplementing or amending the Mortgage, entered into by the Company in favor of the Collateral Trustee in accordance with this Indenture and the Collateral Trust Agreement.

(iii) “ Triggering Event ” has the meaning assigned thereto in the Collateral Trust Agreement.

(jjj) “ Trust Estate ” has the meaning assigned thereto in the Collateral Trust Agreement.

 

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(kkk) “ Trustee ” means the Person named as the Trustee in the first paragraph of this Indenture and any successor thereto pursuant to Section 14.14 .

(lll) “ Unbonded ” as applied to Bonds or Bondable Property means that such Bonds or Bondable Property are not Bonded.

Section 1.04 . References . All references herein to the “security of this Indenture” shall be deemed to include also a reference to the Mortgage, which provides security for the Company’s obligations under this Indenture and any Bonds issued hereunder.

ARTICLE II

F ORMS , E XECUTION , R EGISTRATION AND E XCHANGE OF B ONDS

Section 2.01 . Series and terms of Bonds . (a) At the option of the Company, Bonds may be issued under this Indenture in one or more series and in an unlimited amount.

(b) Each series of Bonds shall be created and established in a Supplemental Indenture which shall designate the title of such series of Bonds, any maximum aggregate principal amount of Bonds of such series which may be authenticated and delivered upon the original issuance or issuances of such Bonds, and the currency or currencies, including composite currencies, in which payment of the principal of, and premium, if any, and interest, if any, on such Bonds shall be payable if other than in Dollars;

(c) The Supplemental Indenture which creates and establishes a series of Bonds, or a Company Order, shall specify the form of Bonds of such series any and all of the terms of such Bonds or the method of determining such terms, which terms may include, but are not limited to:

(i) the principal amount of such Bonds to be authenticated and delivered upon their original issuance at any particular time;

(ii) the date on which such Bonds are to be issued, and the date from which interest, if any, will accrue on such Bonds;

(iii) the rate of interest, if any, which shall be borne by such Bonds, and if such interest rate is not a fixed rate, the formula for determining such interest rate from time to time;

(iv) the interest payment dates, if any, with respect to such Bonds;

(v) the record dates for the payment of interest on any interest payment dates with respect to such Bonds;

(vi) the date or dates on which the principal of and premium, if any, on such Bonds is payable;

(vii) the place or places where (A) the principal of, and premium, if any, and interest, if any, on such Bonds shall be payable, (B) such Bonds may be surrendered for

 

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registration of transfer, (C) such Bonds may be surrendered for exchange and (D) notices and demands to or upon the Company in respect of such Bonds and this Indenture may be served;

(viii) the means, which may include mail, for the payment of principal of, premium, if any, and interest, if any, on such Bonds;

(ix) the period or periods within which, the price or prices at which and the terms and conditions upon which such Bonds may be redeemed, in whole or in part, at the option of the Company;

(x) the obligation, if any, of the Company to redeem or purchase such Bonds pursuant to any sinking, improvement, maintenance, replacement or analogous fund 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 conditions upon which such Bonds shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(xi) if the principal of or premium, if any, or interest, if any, on such Bonds, are to be payable, at the election of the Company or a holder of such Bonds, in a coin or currency other than that in which such Bonds are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(xii) if the principal of or premium, if any, or interest, if any, on such Bonds is to be payable, or is to be payable at the election of the Company or a holder of such Bonds, in securities or other property, the type and amount of such securities or other property, or the method by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; provided , however , that for purposes of calculations under this Indenture any such election shall be disregarded;

(xiii) if the amount of payments of principal of or premium, if any, or interest, if any, on such Bonds may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined;

(xiv) if other than the principal amount of such Bonds, the portion of such principal amount of such Bonds which shall be payable upon a declaration that the principal of such Bonds is due and payable immediately pursuant to Section 12.04 ;

(xv) the terms, if any, pursuant to which such Bonds may be converted into or exchanged for shares of capital stock or other securities of the Company or of any other Person;

(xvi) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of such Bonds if they are denominated in a composite currency or in a currency other than Dollars;

 

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(xvii) if a service charge will be made for the registration of transfer or exchange of such Bonds, the amount or terms thereof;

(xviii) if the Bonds of such series are to be issued in global form, (A) any limitations on the rights of the Bondholder or Bondholders of such Bonds to transfer or exchange the same or to obtain the registration of transfer thereof, (B) any limitations on the rights of the Bondholder or Bondholders thereof to obtain certificates therefor in definitive form in lieu of global form, (iii) the Depositary for the Bonds of such series in global form and (iv) any other matters incidental to such Bonds.

(xix) any variation in the definition of Business Day with respect to such Bonds;

(xx) any addition to or change in events that constitute a Default which applies to any Bonds of the series;

(xxi) any addition to or change in the covenants set forth in Article VII which applies to any Bonds of the series;

(xxii) the form of such Bonds; and

(xxiii) any other terms of such Bonds not inconsistent with the provisions of this Indenture.

(d) The Bonds of any one (1) or more series may be expressed in one (1) or more foreign languages, if also expressed in the English language, and the English text shall govern the construction thereof and both or all texts shall constitute only a single obligation. The English text of Bonds and the authentication certificate of the Trustee shall be in the forms set forth in the Supplemental Indenture creating and establishing such series of Bonds or in a Company Order.

(e) With respect to Bonds of a series subject to a Periodic Offering, the Supplemental Indenture which creates and establishes such series or a Company Order may provide general terms or parameters for Bonds of such series and provide either that the specific terms of particular Bonds of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with specified procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing)

(f) The Bonds of each series shall be issuable in registered form without coupons. The definitive Bonds shall be produced in such manner as shall be determined by the Authorized Executive Officers executing such Bonds, as evidenced by their execution thereof.

Section 2.02 . Kinds and denomination of Bonds . Any series of Bonds may be executed, authenticated and delivered originally in denominations of $1,000 or multiples of $1,000 or in such other denomination or denominations as may be specified in the Supplemental Indenture which creates and establishes such series, or a Company Order.

 

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Section 2.03 . Dates of and interest on Bonds . Unless otherwise specifically provided in the Supplemental Indenture which creates and establishes a series of Bonds or in a Company Order, each Bond shall be dated as of the date of its authentication; provided , however , that if any Bond shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any Bond or Bonds upon which interest is in Default, it shall be dated so that such Bond shall bear interest from the last preceding date to which interest shall have been paid on the Bond or Bonds in respect of which such Bond shall have been delivered, unless otherwise specifically provided in the Supplemental Indenture which creates and establishes the series of such Bonds or in a Company Order. Unless other provisions (including, but not limited to, provisions establishing record dates for the payment of interest) are specifically provided in the Supplemental Indenture which creates and establishes a series of Bonds or in a Company Order, (a) the Bonds of such series shall bear interest, if any, from the beginning of the interest period for such series during which such Bonds were authenticated, and (b) the first interest period for each series of Bonds shall begin on the date of their issuance.

Section 2.04 . Legends on Bonds . Any Bond may have imprinted thereon or included therein any legend or legends required in order to comply with any law or with any rules or regulations thereunder, the rules or regulations of any securities exchange or clearing system, any contract to which the Company is a party concerning such Bond, or to conform to usage, and the Company may at any time by Company Order delivered to the Trustee amend the form of any legend to be used on Bonds then Outstanding so as to comply with any such law, rule or regulation or contract, or so as to conform to usage.

Section 2.05 . Exchange of Bonds . Unless otherwise specifically provided in the Supplemental Indenture which creates and establishes a series of Bonds or in a Company Order, in all cases in which the privilege of exchanging Bonds exists and is exercised, the Bonds to be exchanged shall be surrendered at such place or places as shall be set forth in such Supplemental Indenture or Company Order, or designated by the Company for that purpose, and the Trustee shall authenticate and the Company shall deliver in exchange therefor the Bond or Bonds of like tenor which the Bondholder making the exchange shall be entitled to receive. All Bonds so surrendered and delivered for exchange shall be accompanied by a written instrument or instruments of transfer, if required by the Company, duly executed by the Registered Holder of such Bond or the duly authorized attorney of such Registered Holder, at the office or agency of the Company designated by it. All Bonds so surrendered and delivered for exchange shall be delivered to the Trustee for cancellation. Upon any transfer of Bonds permitted by Section 2.06 , and upon any exchange of Bonds, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge and in addition may charge a sum not exceeding a sum, if any, provided as a term of such series of Bonds for each Bond authenticated and delivered upon any such transfer or exchange, which sum shall be paid by the party requesting such transfer or exchange as a condition precedent to the exercise of the privilege of making such transfer or exchange. The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) Bonds of any series during a period of fifteen (15) days immediately preceding any interest payment date of such series (unless such series has a record date for the payment of interest) or the date notice is to be given identifying the serial numbers of the Bonds of such series called for redemption or (b) any Bond so selected for redemption in whole or in part, except the unredeemed portion of any Bond being redeemed in part.

 

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Section 2.06 . Transfer and exchange of Bonds . (a) The Company shall keep, at such place or places as shall be designated by the Company for the purpose, a Bond register for the registration and transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Trustee; and upon presentation for such purpose at any such place or places, the Company will register or cause to be registered therein, and permit to be transferred thereon, under such reasonable procedures as it may prescribe, any Bonds entitled to registration or transfer at such office. Upon the transfer of any Bond, the Trustee shall authenticate and the Company shall issue in the name of the transferee or transferees a new Bond or new Bonds of the same series for a like principal amount. All Bonds so surrendered for transfer shall be delivered to the Trustee for cancellation.

(b) If at any time the Depositary for the Bonds of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Bonds of such series or if at any time the Depositary for the Bonds of a series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Bonds of such series. If a successor Depositary for the Bonds of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of such series, shall authenticate and deliver Bonds of such series in definitive form in an aggregate principal amount equal to the principal amount of the Bond or Bonds in global form representing such series in exchange for such Bond or Bonds in global form.

(c) The Company may at any time and in its sole discretion determine that the Bonds of any series issued in the form of one or more Bonds in global form shall no longer be represented by a Bond or Bonds in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of such series, shall authenticate and deliver, Bonds of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Bond or Bonds in global form representing such series in exchange for such Bond or Bonds in global form.

(d) If (1) a Default has occurred and is continuing and (2) beneficial owners of interests representing a majority in aggregate principal amount of the Bonds of a series represented by a Bond or Bonds in global form advise the Trustee through the Depositary for such Bond or Bonds in global form in writing that the maintenance of a Depositary for such series is no longer in such beneficial owners’ best interests, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds of such series, shall authenticate and deliver, Bonds of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Bond or Bonds in global form representing such series in exchange for such Bond or Bonds in global form.

Section 2.07 . Execution of Bonds . All Bonds authenticated and delivered under this Indenture shall, from time to time, be executed on behalf of the Company by an Authorized Executive Officer, whose signature may be by facsimile, and attested by its Secretary or an

 

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Assistant Secretary, whose signature may be by facsimile. In case any officer of the Company who has executed or attested any Bonds shall cease to be such officer before the Bonds so executed and/or attested shall have been actually authenticated and delivered by the Trustee or issued by the Company, such Bonds nevertheless may be authenticated, delivered and issued with the same force and effect as though the person or persons who executed or attested such Bonds had not ceased to be such officer or officers of the Company.

Section 2.08 . Temporary Bonds . There may be authenticated and delivered and issued from time to time in lieu of (or in exchange for) any definitive Bond or Bonds of any series issued or issuable under this Indenture, one or more temporary Bonds substantially of the tenor of such definitive Bonds, and such temporary Bond or Bonds may be in such denomination or denominations as may be specified in the Supplemental Indenture which creates and establishes such series or in a Company Order. Until a definitive Bond or Bonds are delivered in exchange therefor, the holder of each such temporary Bond or Bonds shall be entitled to the Lien and benefit of this Indenture. Upon the exchange by the Company of definitive Bonds for temporary Bonds (which exchange the Company shall make as permitted by applicable law and on request of, and without charge to, the holder of temporary Bonds, when definitive Bonds are ready for delivery) such temporary Bond or Bonds shall be canceled by the Trustee. The holder of one or more temporary Bonds may surrender and exchange them for cancellation accompanied by a written instrument or instruments of transfer, if required by the Company, duly executed by the registered holder or by the duly authorized attorney of such holder, at the office or agency of the Company designated by it, and shall be entitled to receive a temporary Bond or Bonds of the same series of like aggregate principal amount of such other denominations as may be specified in the Supplemental Indenture which creates and establishes such series or in a Company Order.

Section 2.09 . Replacement of stolen, lost, destroyed or mutilated Bonds . Upon receipt by the Company and the Trustee of evidence satisfactory to them of the theft, loss, destruction or mutilation of any Outstanding Bond, and of indemnity satisfactory to them, and upon payment, if the Company or the Trustee shall require it, of a reasonable charge and upon reimbursement to the Company and the Trustee of all reasonable expense incident thereto, and upon surrender and cancellation of such Bond, if mutilated, the Company may execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and of the same series in lieu of such stolen, lost, destroyed or mutilated Bond, or if any such Bond shall have matured or be about to mature, then instead of issuing a substituted Bond, the Company may pay the same. Any indemnity bond shall name as obligees the Company, the Trustee, and if requested by the Company, any Paying Agent.

 

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Section 2.10 . Trustee’s certificate on Bonds . The Trustee’s certificate of authentication on all Bonds shall be in substantially the following form:

This is one of the Bonds of the series designated herein and referred to in the within-mentioned Indenture.

 

Dated:  

 

       
       

 

  , as Trustee
        By:  

 

  , as Trustee
          Authorized Signatory  
        -or-    
       

 

  , as Trustee
        By:  

 

  , as Authentication Agent
        By:  

 

  ,
          Authorized Signatory  

Section 2.11 . Payment to be made in Required Currency . If the Company is obligated to pay the principal of, or premium, if any, or interest, if any, on any Bond in a Required Currency, such obligation shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee shall sell such other currency and purchase the Required Currency solely from the proceeds thereof in public or private sales and purchases in any commercially reasonable manner. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company, the Company shall remain fully liable for any deficiency or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor to any Person except to the Company in the case of the negligence or willful misconduct of the Trustee. The Company hereby waives any defense of payment based upon any such tender or recovery which is not in the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less than the full amount of Required Currency then due and payable.

Section 2.12 . Cancellation of Bonds . All Bonds surrendered for payment, redemption, transfer or exchange, if surrendered to the Trustee, shall be promptly cancelled by it, and, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Bonds previously authenticated and delivered hereunder, which the Company may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Trustee. No Bonds shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section  2.12 , except as expressly provided in this Indenture. All cancelled Bonds shall be held by the Trustee and disposed of by it in accordance with its customary practices and the Trustee shall upon request deliver to the Company written notification of the disposal of cancelled Bonds.

 

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ARTICLE III

I SSUANCE OF B ONDS B ASED ON B ONDABLE P ROPERTY

Section 3.01. Bonds issuable on basis of Bondable Property . The Trustee shall, from time to time, after receipt of (a) a written application of the Company to the Trustee signed by an Authorized Executive Officer and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, and (b) the Supplemental Indenture creating and establishing a series of Bonds, authenticate and deliver Bonds of such series, or any portion of such series, upon the basis of Bondable Property, but only in accordance with and subject to the conditions, provisions and limitations set forth in this Article III .

Section 3.02. No Bonds issuable on basis of Bonded Bondable Property . No Bonds shall be authenticated and delivered at any time under this Article III upon the basis of Bonded Bondable Property.

Section 3.03. Bonds issuable to specified percentage of Bondable Property . Bonds of any one or more series may be authenticated and delivered under this Article III in a principal amount not exceeding 70% of the amount of Unbonded Bondable Property existing at the time of such application as stated on the Engineer’s Certificate provided for in Section 3.04(c) .

Section 3.04. Requirements for issuance . No Bonds shall be authenticated or delivered under this Article III by the Trustee upon the basis of Bondable Property until the Trustee shall have received:

(a) a Board resolution (i) authorizing the Supplemental Indenture creating and establishing the series of Bonds to be issued and (ii) authorizing the issuance of such Bonds;

(b) an Officers’ Certificate, dated the date of such application, stating that to the knowledge of the signers of such Officers’ Certificate none of the events which constitute or with notice or a lapse of time would constitute a Default is continuing and as to compliance with all conditions precedent to the execution and delivery by the Trustee of the Supplemental Indenture which creates and establishes such series of Bonds, and to the authentication and delivery of such Bonds by the Trustee;

(c) an Engineer’s Certificate, dated the date of such application, stating:

(i) the amount, as of a date not more than ninety (90) days prior to the date of such application, of Bondable Property made a basis for such application;

(ii) that all such Bondable Property is Bondable Property as defined in Section 1.03(l) ;

(iii) that all such Bondable Property is desirable for use or is used in the proper conduct of the business of the Company;

(iv) that such amount of Bondable Property is not then Bonded;

 

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(v) that the amount of any cash forming all or part of the Cost of such Bondable Property was equal to or more than an amount stated in such Engineer’s Certificate;

(vi) a brief description, with respect to any such Bondable Property acquired, made or constructed in whole or in part through the delivery of securities, of the securities so delivered and stating the date of such delivery;

(vii) that the Cost of such Bondable Property is a specified amount and, except as to Bondable Property for which a statement is to be made in an Independent Engineer’s Certificate as provided in Section 3.04(d) , that the Fair Value of such Bondable Property as of a date not more than ninety (90) days prior to the date of such application is a specified amount;

(viii) the amount required to be deducted in respect of Bondable Property under Section 1.03(l)(iii)(A) and the amount elected to be added under Section 1.03(l)(iii)(B) ;

(ix) what part, if any, of such Bondable Property includes property which within six (6) months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and showing whether or not the Fair Value thereof as of a date not more than ninety (90) days prior to the date of such application is less than $25,000 and whether or not such Fair Value is less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application; and

(x) that any property or rights of way included in such Bondable Property are not subject to any easements, rights of way, restrictions, exceptions or reservations or zoning ordinances, regulations or restrictions or irregularities in or defects of title which materially impair the use of such property or rights of way for the purposes for which such property or rights of way are held by the Company;

(d) in case any Bondable Property is shown by the Engineer’s Certificate provided for in Section 3.04(c) to include property which within six (6) months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof, as of a date not more than ninety (90) days prior to the date of such application, to be less than $25,000 or less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application, an Independent Engineer’s Certificate stating as to such Bondable Property and (at the option of the Company) as to any other Bondable Property included in the Engineer’s Certificate provided for in Section 3.04(c) , that the then aggregate Fair Value thereof, as of a date not more than ninety (90) days prior to the date of such application, in the opinion of the signer of such Engineer’s Certificate is a specified amount, and the Fair Value in the opinion of such signer of any Bondable Property so used or operated which has been subjected to the Lien of the Mortgage since the commencement of the calendar year which includes the date of such application, as a basis for the authentication and delivery of Bonds, and as to which an Independent Engineer’s Certificate has not previously been furnished to the Trustee;

 

25


(e) in case any Bondable Property is shown by the Engineer’s Certificate provided for in Section 3.04(c) to have been acquired, made or constructed in whole or in part through the delivery of securities, an Appraiser’s Certificate, dated the date of such application, stating the fair value to the Company, in the opinion of the signer of such Appraiser’s Certificate, in cash of such securities at the time of delivery thereof in payment for or for the acquisition of such Bondable Property;

(f) an Opinion of Counsel, dated the date of such application, stating the opinion of such counsel:

(i) to the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character) the Mortgage is, or upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in such Opinion of Counsel, will be, a lien on the Bondable Property made the basis of such application, subject to no lien thereon prior or equal to the Lien of the Mortgage, except Permissible Encumbrances;

(ii) to the effect that the Company has corporate authority to operate the Bondable Property made the basis of such application; and

(iii) as to the general nature and extent of any Prior Liens existing upon any of such Bondable Property, and the principal amount of the then outstanding Prior Lien Debt secured thereby, if any;

(g) an Opinion of Counsel, dated the date of such application, stating the opinion of such counsel to the effect that:

(i) such issue of Bonds has been duly authorized by the Company;

(ii) the form and terms of such Bonds have been established in compliance with this Indenture;

(iii) the Company has duly authorized, executed and delivered the Supplemental Indenture which creates and establishes such series of Bonds, and such Supplemental Indenture and Bonds constitute valid and binding obligations of the Company subject to such exceptions as such counsel shall specify;

(iv) such issue of Bonds has been duly authorized by any and all governmental authorities the consent of which is requisite to the legal issue of such Bonds, specifying any official orders or certificates, or other documents, by which such consent is or may be evidenced, or that no consent of any governmental authorities is requisite; and

(v) all conditions precedent to the execution and delivery by the Trustee of such Supplemental Indenture and the authentication and delivery by the Trustee of such Bonds have been complied with;

 

26


(h) copies of the instruments of conveyance, assignment and transfer, if any, specified in the Opinion of Counsel provided for in Section 3.04(f) ;

(i) copies of the orders or certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04(g) ; and

(j) a Company Order, which may be dated and delivered on, or dated and delivered on any date after, the date of such application, specifying or confirming the terms of such Bonds to be authenticated and delivered, or the manner of the determination of such terms, which terms may include those set forth in Section 2.01(c) , to the extent that such terms are not specified in the Supplemental Indenture creating and establishing such series of Bonds; provided , that, no such Company Order is required to be delivered if all of the terms of such Bonds are specified in such Supplemental Indenture.

Section 3.05. Counsel may obtain additional facts; reliance on other documents . If, in connection with the Opinion of Counsel provided for in Section 3.04(f) or Section 3.04(g) , counsel shall request that additional facts or matters be stated in the Engineer’s Certificate provided for in Section 3.04(c) , then such Engineer’s Certificate may state all such additional facts or matters as such counsel may request. In addition, in giving the Opinion of Counsel provided for in Section 3.04(f)(i) , counsel may rely upon (i) prior or concurrent opinions of other counsel, (ii) title insurance policies, title insurance commitments and reports, lien search certificates, certified abstracts of title and other similar evidences of the existence of liens on property and (iii) certificates of officers and other representatives of the Company and its Affiliates.

Section 3.06. Determination of Cost or Fair Value . The Cost or Fair Value of any Bondable Property and the fair value to the Company in cash of any securities or other property delivered in payment therefor or for the acquisition thereof and the amounts of any deductions and any additions made in respect of Bondable Property pursuant to Section 1.03(l)(ii) or Section 1.03(l)(iii) shall be determined for the purposes of this Article III by the certificates provided for in Section 3.04 .

ARTICLE IV

I SSUANCE OF B ONDS B ASED ON R ETIRED B ONDS OR R ETIRED E QUAL AND R ATABLE N OTES

Section 4.01. Requirements for issuance . Subject to Section 4.02 , the Trustee shall, from time to time, after receipt of (a) a written application of the Company to the Trustee signed by an Authorized Executive Officer and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, and (b) the Supplemental Indenture creating and establishing a series of Bonds, authenticate and deliver Bonds of such series, or any portion of such series, in a principal amount equal to and on the basis of the principal amount of any Retired Bonds or Retired Equal and Ratable Notes, but only after the Trustee shall have received:

(a) the Board resolution provided for in Section 3.04(a) ;

(b) the Officers’ Certificate provided for in Section 3.04(b) ;

 

27


(c) an Officers’ Certificate, dated the date of such application, stating that (i) Bonds theretofore authenticated and delivered under this Indenture of a specified principal amount (not less, or together with Retired Equal and Ratable Notes referred to in clause (ii) below not less, than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 4.01 ) have become Retired Bonds or concurrently with the authentication and delivery of the Bonds for which such request is made, will become Retired Bonds and further stating that no part of such principal amount of Bonds has theretofore been Bonded and/or (ii) Equal and Ratable Notes of a specified principal amount (not less, or together with Retired Bonds referred to in clause (i) above not less, than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 4.01 ) have become Retired Equal and Ratable Notes or concurrently with the authentication and delivery of the Bonds for which such request is made will become Retired Equal and Ratable Notes and further stating that no part of such principal amount of Equal and Ratable Notes has theretofore been Bonded;

(d) the Opinion of Counsel provided for in Section 3.04(g) ;

(e) copies of the orders or certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04(g) ; and

(f) the Company Order, if required, provided for in Section 3.04(j) .

Section 4.02. No Bonds issued on basis of Bonded Bonds . No Bonds shall be authenticated and delivered at any time under this Article IV upon the basis of Bonded Bonds.

ARTICLE V

I SSUANCE OF B ONDS B ASED ON D EPOSIT OF C ASH W ITH T RUSTEE

Section 5.01. Requirements for issuance . The Trustee shall, from time to time, after receipt of (a) a written application of the Company to the Trustee signed by an Authorized Executive Officer and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, and (b) the Supplemental Indenture creating and establishing a series of Bonds, authenticate and deliver Bonds of such series, or any portion of such series, upon deposit with the Trustee by the Company of cash equal to the aggregate principal amount of the Bonds so requested to be authenticated and delivered, but only after the Trustee shall have received:

(a) the Board resolution provided for in Section 3.04(a) ;

(b) the Officers’ Certificate provided for in Section 3.04(b) ;

(c) the Opinion of Counsel provided for in Section 3.04(g) ;

(d) copies of the orders or certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04(g) ; and

(e) the Company Order, if required, provided for in Section 3.04(j) .

 

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Section 5.02 . Withdrawal of cash deposited under Section 5.01 . All cash deposited with the Trustee under Section 5.01 shall be held and applied in accordance with Article XI .

ARTICLE VI

Section 6.01. [ Reserved. ].

ARTICLE VII

C OVENANTS OF THE C OMPANY

Section 7.01. Payment of principal and interest . The Company will duly and punctually pay the principal of, premium, if any, and interest, if any, on all Outstanding Bonds at the times and places and in the manner provided for in the Bonds and this Indenture.

Section 7.02. Possession, maintenance of Lien and right to mortgage . On the date of the execution of this Indenture the Company is lawfully seized and possessed of all the Mortgaged Property in existence on such date, free and clear of all liens other than Permissible Encumbrances; the Company will maintain and preserve the Lien of the Mortgage so long as any Bond is Outstanding, subject to its right to create Prior Liens which are Permissible Encumbrances; and the Company has good right and lawful authority to mortgage the Mortgaged Property, as provided in and by the Mortgage and this Indenture.

Section 7.03. Corporate existence . The Company will, subject to Article XIII , at all times maintain its corporate existence and right to carry on business, and duly procure all renewals and extensions thereof, if and when any such renewals and extensions shall be necessary.

Section 7.04. Appointment of Trustee . Whenever necessary to avoid or fill a vacancy in the office of Trustee, the Company will in the manner provided in Section 14.14 appoint a Trustee so that there shall be at all times a Trustee which shall at all times be a bank or trust company having its principal office and place of business in the United States of America and a corporation or association organized and doing business under the laws of the United States of America or of any State or the District of Columbia, with a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000) evidenced as provided in Section 14.01(a) , and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by Federal, State or District of Columbia authority.

Section 7.05. Recordation of Mortgage . The Company will cause the Mortgage and all Supplemental Mortgages or notices in respect thereof to be promptly recorded and filed and rerecorded and refiled in such manner and in such places as may be required by law in order fully to preserve and protect the security of the Bondholders and all rights of the Trustee, and will deliver to the Trustee:

(a) promptly after the execution and delivery of the Mortgage and of each Supplemental Mortgage, an Opinion of Counsel either stating that in the opinion of such counsel the Mortgage or such Supplemental Mortgage or notice in respect thereof has been properly recorded and filed, so as to make effective the Lien of the Mortgage intended to be created

 

29


hereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make the Lien of the Mortgage effective. The requirements of this Section 7.05(a) shall be deemed satisfied if (i) such Opinion of Counsel states that the Mortgage or such Supplemental Mortgage or notice has been received for recording or filing in each jurisdiction in which it is required to be recorded or filed and that, in the opinion of such counsel (if such is the case), such receipt for recording or filing makes effective the Lien of the Mortgage intended to be created thereby, and (ii) such Opinion of Counsel is delivered to the Trustee within such time, following the date of the execution and delivery of the Mortgage or such Supplemental Mortgage, as shall be reasonably practicable having due regard to the number and distance of the jurisdictions in which the Mortgage or such Supplemental Mortgage is required to be recorded or filed; and

(b) on or before June 1 of each year, beginning with the year 2014, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel furnished pursuant to this Section 7.05(b) or the first Opinion of Counsel furnished pursuant to Section 7.05(a) , with respect to the recording, filing, rerecording and refiling of the Mortgage and of each Supplemental Mortgage, and each notice with respect thereto as is necessary to maintain the Lien of the Mortgage, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien.

Section 7.06. Paying Agents . (a) If the Company shall appoint one or more Paying Agents other than the Trustee, the Company will cause each such Paying Agent to (i) execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to this Section 7.06 , that such Paying Agent shall hold in trust for the benefit of the Bondholders or the Trustee all sums held by such Paying Agent for the payment of the principal of, premium, if any, and interest on the Bonds; and (ii) that such Paying Agent shall give to the Trustee notice of any default by the Company in the making of any deposit with it for the payment of the principal of, premium, if any, or interest on the Bonds, and of any default by the Company in the making of any such payment; such Paying Agent shall not be obligated to segregate such sums from other funds of such Paying Agent except to the extent required by law or unless otherwise directed by the Company.

(b) If the Company acts as its own Paying Agent, the Company will, on or before each installment of principal of, premium, if any, or interest on the Bonds is required to be paid, set aside and segregate and hold in trust for the benefit of the Bondholders or the Trustee a sum sufficient to pay such principal, premium, if any, or interest on the Bonds and will notify the Trustee of such action, or of any failure to take such action.

(c) Anything in this Section 7.06 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent as required by this Section 7.06 , such sums to be held by the Trustee upon the trusts contained in this Indenture.

(d) Anything in this Section 7.06 to the contrary notwithstanding, the holding of sums in trust as provided in this Section 7.06 is subject to Section 18.02 .

 

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Section 7.07 . Payment of Taxes . The Company will pay all taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, any income from the Mortgaged Property, or the interest of the Collateral Trustee in the Mortgaged Property, before the same shall result in the attachment of a lien on the Mortgaged Property and will use its best efforts duly to observe and conform to all valid requirements of any governmental authority relative to any Mortgaged Property, and all covenants, terms and conditions upon or under which any Mortgaged Property is held; provided , however , that nothing in this Section 7.07 shall require the Company to use its best efforts to observe or conform to any requirement of any governmental authority or to cause to be paid or discharged, or to make provisions for, any such lien or charge, or to pay any such tax, assessment or governmental charge so long as the validity thereof shall be contested in good faith and by appropriate legal or administrative proceedings.

Section 7.08 . Instruments of further assurance . The Company will execute and deliver such Supplemental Indentures or Supplemental Mortgages and such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of this Indenture and the Mortgage and to make subject to the Lien of the Mortgage any property (other than Excepted Property) hereafter acquired and intended or required to be so subject.

Section 7.09 . Books of record and account . The Company will keep proper books of record and account, in which full and correct entries shall be made of all dealings or transactions of or in relation to the Bonds and the business, properties and affairs of the Company in accordance with Generally Accepted Accounting Principles.

Section 7.10 . Maintenance of Mortgaged Property . The Company will cause the Mortgaged Property 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 by the Company with the Mortgaged Property may be properly conducted at all times; provided , however , that nothing in this Section 7.10 shall prevent the Company from discontinuing the operation and maintenance of any Mortgaged Property if, in the judgment of the Company, such discontinuance is desirable in the conduct of its business, and, in the judgment of the Company, is not in any material respect adverse to the interests of the Bondholders.

Section 7.11 . Insurance . (a) The Company will keep or cause to be kept all the Mortgaged Property insured with reasonable deductibles and retentions against loss by fire to the extent that property of similar character is usually so insured by companies similarly situated and operating like properties, by insurance companies which the Company believes to be reputable; or the Company will, in lieu of or supplementing such insurance in whole or in part, adopt some other method or plan of protection or, alone or in conjunction with any other Person or Persons, create an insurance fund to protect the Mortgaged Property against loss by fire.

(b) Proceeds of any insurance or alternative method or plan of protection of the Company against losses of the kind specified in Section 7.11(a) shall, at the request of the Company, be paid to the Company or, if received by or held by the Collateral Trustee, then the Trustee shall instruct the Collateral Trustee to remit such proceeds to the Company, and the

 

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Company shall be under no obligation to use such proceeds to rebuild or repair damaged or destroyed Mortgaged Property to the extent that the Fair Value of all of the Mortgaged Property after the damage or destruction of Mortgaged Property with respect to which such proceeds are payable equals or exceeds an amount equal to 10/7 (ten sevenths) of the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt, as evidenced by, and within ten (10) days after receipt by the Trustee of:

(i) an Engineer’s Certificate stating that the Fair Value of the Mortgaged Property remaining after such damage or destruction of Mortgaged Property is a specified amount;

(ii) an Accountant’s Certificate stating that the Fair Value of all of the Mortgaged Property, as certified in the Engineer’s Certificate provided for in Section 7.11(b)(i) equals or exceeds an amount equal to 10/7 (ten sevenths) of the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of the outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of the outstanding Prior Lien Debt; and

(iii) an Officers’ Certificate and Opinion of Counsel pursuant to Section 21.01(b) .

(c) To the extent that the Fair Value of all of the Mortgaged Property after such damage or destruction of Mortgaged Property does not equal or exceed an amount equal to 10/7 (ten sevenths) of the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of the outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of the outstanding Prior Lien Debt, as evidenced by an Engineer’s Certificate and an Accountant’s Certificate similar to those described in Section 7.11(b)(i) and (ii) , (i) the proceeds of such insurance paid with respect to any such loss shall be paid to the Collateral Trustee, as the interest of the Collateral Trustee may appear, or to the trustee or other mortgagee under any Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require such proceeds so to be paid; or (ii) if the Company shall adopt such other method or plan, it will pay or cause to be paid to the Collateral Trustee on account of any loss sustained because of the destruction or damage of any Mortgaged Property by fire, an amount of cash equal to such loss less any amount otherwise paid with respect to such loss to the Collateral Trustee, or to the trustee or other mortgagee under any such Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require payments for such loss so to be paid. Any amounts of cash so required to be paid by the Company pursuant to any such method or plan shall for the purposes of this Indenture, the Mortgage and the Collateral Trust Agreement be deemed to be proceeds of insurance.

(d) The Trustee shall direct the Collateral Trustee to hold, subject to Section 7.11(b) and to the requirements of any Prior Lien, all moneys paid to the Collateral Trustee by the Company or received by the Collateral Trustee as proceeds of any insurance and, subject to such requirements, the Trustee shall, at the request of the Company, direct the Collateral Trustee to pay such moneys to the Company to reimburse the Company for an equal amount spent for the purchase or other acquisition of property which becomes Mortgaged Property at the time of such

 

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purchase or acquisition, or in the rebuilding or renewal of the Mortgaged Property destroyed or damaged, upon receipt by the Trustee of (i) an Officers’ Certificate requesting such reimbursement, (ii) an Accountant’s Certificate stating the amounts so spent and the Cost of any Mortgaged Property so purchased or acquired, (iii) an Engineer’s Certificate stating the nature of such rebuilding or renewal and the Fair Value of the Mortgaged Property so rebuilt or renewed, (iv) an Opinion of Counsel to the effect that the Mortgaged Property so purchased, rebuilt or renewed is subject to the Lien of the Mortgage to the same extent as was the Mortgaged Property so destroyed or damaged, and (v) an Officers’ Certificate and Opinion of Counsel pursuant to Section 21.01(b) .

(e) Any moneys not applied in accordance with Section 7.11(d) within eighteen (18) months after the receipt of such moneys by the Collateral Trustee, or in respect of which notice in writing of the intention of the Company to apply such moneys to the work of rebuilding or renewal then in progress and uncompleted shall not have been given to the Trustee by the Company within such eighteen (18) months, or which the Company shall at any time notify the Trustee is not to be so applied, shall be held and applied in accordance with Article XI .

(f) There shall be delivered to the Trustee, on or before June 1 of each year, a detailed statement, signed by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, of any fire insurance policies then outstanding and in force upon any Mortgaged Property, including the names of the insurance companies which have issued such policies and the policy amounts and expiration dates thereof, together with a detailed statement, signed by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, of any alternative method or plan of protection. Any such detailed statement shall be sufficient if it refers to the most recent prior statement delivered pursuant to this Section 7.11(f) and describes in detail the changes, if any, that have occurred since the date of such prior statement.

Section 7.12 . Issuance of Additional Equal and Ratable Notes . So long as any Bonds are Outstanding, the Company will not issue any debt securities, other than additional Bonds, which are required by their terms to be equally and ratably secured with the Bonds, except to replace any mutilated, lost, destroyed or stolen Equal and Ratable Notes or to effect exchanges and transfers of Equal and Ratable Notes.

Section 7.13 . Annual Officer’s Certificate as to Compliance . Not later than June 1 in each year, commencing June 1, 2014, the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with the requirements of Section 21.01 , executed by its principal executive officer, principal financial officer or principal accounting officer, as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture.

 

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ARTICLE VIII

C OLLATERAL

Section 8.01 . Collateral Trust Agreement . (a) Each Bondholder, by accepting a Bond, (i) agrees that the Lien of the Mortgage on the Mortgaged Property is subject to the terms of the Collateral Trust Agreement and equally and ratably secures the Secured Obligations (as defined therein) and hereby authorizes and directs the Trustee to enter into the Collateral Trust Agreement as such Bondholder’s authorized representative thereunder, and further agrees that such Bondholder is bound by the provisions of the Collateral Trust Agreement applicable to such Bondholder in its capacity as such to the same extent as if such Bondholder were a party thereto.

(b) Each Bondholder, by accepting a Bond, will be deemed (i) to have irrevocably authorized the appointment of the Collateral Trustee pursuant to the terms of the Collateral Trust Agreement, to act as its agent under the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages, and (ii) to have irrevocably authorized the Collateral Trustee to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages, together with any other rights, powers and discretions as are reasonably incidental thereto.

Section 8.02 . Relative rights . The Collateral Trust Agreement and Mortgage define the relative rights, as lienholders, of the Bondholders and the holders of Equal and Ratable Notes with respect to the Mortgaged Property. Nothing in this Indenture, the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage will:

(a) impair, as between the Company and Bondholders, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest on any Bonds in accordance with their terms or to perform any other obligation of the Company under this Indenture, the Bonds, the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage;

(b) restrict the right of any Bondholder to sue for payments that are then due and owing, in a manner not inconsistent with the express provisions of the Indenture, the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage; or

(c) prevent the Trustee or (to the extent permitted by the Indenture) any Bondholder from exercising against the Company any of its other available remedies upon a Default (other than its rights as a secured party, which are subject to the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages).

Section 8.03 . Mortgage documents . (a) The payment of the principal of, premium, if any, and interest, if any, on all Bonds issued and Outstanding under this Indenture when payable in accordance with the provisions thereof and hereof are secured as provided in the Collateral Trust Agreement and the Mortgage and will be secured by the Mortgage hereafter delivered as required or permitted by this Indenture.

(b) The Company will deliver to the Trustee true and complete copies of all documents delivered to the Collateral Trustee pursuant to the Collateral Trust Agreement, and

 

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will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Mortgaged Property contemplated hereby, by the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage, or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Bonds secured hereby, according to the intent and purposes herein expressed.

(c) The Company shall take all such further actions necessary to maintain (at the sole cost and expense of the Company) the security interests created by the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages in the Mortgaged Property as perfected security interests to the extent perfection is required by the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgages, subject to Permissible Encumbrances.

Section 8.04 . Trustee and Collateral Trustee . (a) The Bondholders, by accepting a Bond, acknowledge that the Collateral Trustee shall have all the rights and protections provided in the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgage.

(b) Except as required or permitted by the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages, the Bondholders, by accepting a Bond, acknowledge that the Collateral Trustee will not be obligated:

(i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages;

(ii) to foreclose upon or otherwise enforce any Lien of the Mortgage on the Mortgaged Property; or

(iii) to take any other action whatsoever with regard to the Lien of the Mortgage on the Mortgaged Property or the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgages.

Section 8.05 . Authorization of actions to be taken . (a) Each Bondholder, by accepting a Bond, (i) consents and agrees to the terms of each of the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgage, as originally in effect and as amended, supplemented or replaced from time to time, each in accordance with its respective terms and the terms of this Indenture, (ii) authorizes and directs the Trustee and the Collateral Trustee to enter into the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgage to which each may be a party, and (iii) authorizes and empowers the Trustee and the Collateral Trustee to bind the Bondholders as set forth in the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage to which the Trustee or the Collateral Trustee is a party, and to perform its obligations and exercise its rights and powers thereunder.

(b) Each Bondholder, by accepting a Bond, authorizes and directs the Trustee and the Collateral Trustee to enter into one or more amendments to the Collateral Trust Agreement or enter into any additional collateral trust or intercreditor agreement or any Supplemental Mortgage in accordance with the provisions of this Indenture, the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages.

 

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(c) At the written direction of the Company and without the consent of the Bondholders, the Trustee and the Collateral Trustee shall (so long as not prohibited by this Indenture) from time to time enter into one or more amendments to the Collateral Trust Agreement or any additional intercreditor agreement or deed to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add guarantors or other parties so long as such addition will not materially impair the security of this Indenture or materially adversely affect the Outstanding Bonds thereto, (iii) further secure the Bonds (including any additional Bonds issued under this Indenture) and, as applicable, the Equal and Ratable Notes, (iv) provide more fully or clearly for the equal and ratable sharing of the Lien of the Mortgage in accordance with the intent set forth in Section 7.01 of the Collateral Trust Agreement, (v) remove any series of the Equal and Ratable Notes from the equal and ratable sharing in the Lien of the Mortgage, in whole or in part, to the extent such sharing is no longer required under the terms of the 2002 Notes Indenture or 2006 Notes Indenture, as applicable, for such series of Notes, (vi) otherwise remove, lessen or release any Lien or rights provided for the benefit of the Equal and Ratable Notes (or any portion thereof) to the extent the Company determines that such Lien or rights are not required to be granted for the benefit of the Equal and Ratable Notes (or such portion thereof) or (vii) make any other such change thereto which will not materially impair the security of this Indenture or materially adversely affect the Outstanding Bonds. The Company shall not, except as provided in Section 15.01 , otherwise direct the Trustee or the Collateral Trustee to enter into any amendment to the Collateral Trust Agreement or, if applicable, any additional intercreditor agreement or deed, without the consent of the holders of a majority in principal amount of the Outstanding Bonds.

(d) Each Bondholder, by accepting a Bond, shall be deemed to have (i) appointed and authorized the Trustee to give effect to such provisions in Section 8.05(c) ; (ii) authorized the Trustee to become a party to any future collateral trust or intercreditor arrangements described in Section 8.05(b) ; (iii) agreed to be bound by such provisions in Section 8.05(b) and the provisions of any future intercreditor arrangements described in Section 8.05(b) ; and (iv) irrevocably appointed the Trustee to act on its behalf to enter into and comply with such provisions in Section 8.05(b) and the provisions of any future intercreditor arrangements in Section 8.05(b) .

(e) Each of the Trustee and the Collateral Trustee is authorized and empowered to receive for the benefit of the Bondholders any funds collected by or distributed to the Collateral Trustee under the Collateral Trust Agreement and, subject to the terms of the Collateral Trust Agreement, to make further distributions of such funds to the Bondholders according to the provisions of this Indenture.

(f) Subject to the provisions of Section 12.06 , Section  14.01 , Section 14.02 and the Collateral Trust Agreement, the Trustee may, and upon the written direction of the Bondholders holding a majority of the aggregate outstanding principal amount of the Bonds shall, on behalf of the Bondholders, direct the Collateral Trustee to take all actions it deems necessary or appropriate in order to:

(i) foreclose upon or otherwise enforce the Lien of the Mortgage on the Mortgaged Property; or

(ii) enforce any of the terms of the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage.

 

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Section 8.06 . Collateral Trustee as Third Party Beneficiary . Sections 7.10 and 7.11 and Article VIII are intended for the benefit of, and shall be enforceable as a third party beneficiary by, the Collateral Trustee as a holder of Lien of the Mortgage on the Mortgaged Property.

ARTICLE IX

R EDEMPTION OF B ONDS

Section 9.01 . Certain Bonds redeemable . Any Outstanding Bonds which are, by their terms, redeemable before maturity, at the option of the Company or pursuant to the requirements of this Indenture, may be redeemed at such times, in such amounts and at such prices as may be specified therein and in accordance with this Article IX .

Section 9.02 . General provisions and mechanics of redemption . (a) If less than all of the Outstanding Bonds of any series are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee from the Outstanding Bonds of such series which have not previously been called for redemption by lot or such other method as the Trustee shall deem appropriate, but special provisions for the selection of the particular Bonds to be redeemed within a particular series may be provided by the Supplemental Indenture which creates and establishes such series or a Company Order.

(b) Unless otherwise provided in a Supplemental Indenture, notice of the intention of the Company to redeem any Bonds shall be mailed to the holders of such Bonds not less than thirty (30) nor more than sixty (60) days before the date fixed for such redemption, at the last address appearing for each of such holders in the Bond register maintained pursuant to Section 2.06 . If less than all Bonds of any particular series are to be redeemed and unless otherwise provided in the Supplemental Indenture which creates and establishes a particular series of Bonds or in a Company Order, the numbers of particular Bonds to be redeemed shall be stated in such notice and may be stated: (i) individually; (ii) in groups from one number to another number, both inclusive, except such as shall have been previously called for redemption or otherwise retired; or (iii) in any other way satisfactory to the Trustee.

(c) If at the time of mailing of any notice of redemption the Company shall not have irrevocably directed the Trustee to apply from moneys and/or the proceeds of Eligible Obligations deposited with the Trustee or held by it and available to be used for the redemption of Bonds sufficient to redeem all the Bonds called for redemption, such notice may state that it is subject to the receipt of such moneys and/or the proceeds of Eligible Obligations by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such moneys and/or proceeds of Eligible Obligations are so received on or before such date.

 

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(d) Failure duly to give notice of the intention of the Company to redeem any Bond by mailing to the owner or holder of such Bond shall not affect the validity of the proceedings for the redemption of any other Bond.

Section 9.03 . Bonds due on redemption date . Mailing of the notice of redemption having been completed as provided in Section 9.02(b) or 9.02(c) and the Company having before the redemption date specified in such notice irrevocably directed the Trustee to apply from moneys and/or proceeds of Eligible Obligations deposited with the Trustee or held by it and available to be used for the redemption of Bonds, moneys and/or the proceeds from such Eligible Obligations in an amount sufficient to redeem all of the Bonds called for redemption, including accrued interest, the Bonds called for redemption shall become due and payable on such redemption date.

Section 9.04 . Moneys for redemption held in trust . All moneys and/or Eligible Obligations held by the Trustee for the redemption of Bonds shall, subject to Section 18.02 , be held in trust for the account of the holders of the Bonds so to be redeemed, and such moneys and/or the proceeds of such Eligible Obligations shall be paid to them respectively, upon presentation and surrender of such Bonds. On and after such date fixed for redemption, if moneys and/or proceeds of Eligible Obligations in the amount necessary for the redemption of the Bonds to be redeemed shall be held by the Trustee for that purpose, such Bonds shall cease to bear interest and shall cease to be entitled to the Lien of the Mortgage.

Section 9.05 . Partial redemption of Bond . If any Bond shall be called for redemption in part only, the notice of such redemption shall specify the principal amount thereof to be redeemed, and such Bond shall be presented for cancellation at or after the date fixed for the redemption of such Bonds so called for redemption, and thereupon the payment with respect to such Bonds shall be made upon surrender of such Bonds, and a Bond or Bonds for the unpaid balance of the principal amount of the Bonds so presented and surrendered shall be executed by the Company and authenticated and delivered by the Trustee without charge therefor to the holder thereof.

ARTICLE X

P OSSESSION , U SE AND R ELEASE

OF THE M ORTGAGED P ROPERTY

Section 10.01 . [ Reserved. ].

Section 10.02 . Actions without consent of Trustee . The Company may at any time and from time to time, without any release or consent by the Trustee:

(a) sell or otherwise dispose of, free from the Lien of the Mortgage, or abandon or otherwise retire, any personalty or fixtures which are part of the Mortgaged Property and which, in the judgment of the Company, shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the Company’s electric generating, transmission and distribution operations or, if property which is an integral part of or used or to be used as an integral part of the gas distribution operations of the Company becomes Mortgaged Property, in the Company’s gas distribution operations;

 

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(b) cancel or make changes in or alterations of or substitutions for any and all leases;

(c) alter, change the location of, add to, repair or replace any and all transmission and distribution lines, pipes, substations, machinery, fixtures or other equipment;

(d) cancel, make changes in or substitutions for or dispose of any and all rights of way (including easements and licenses);

(e) surrender or assent to the modification of any franchise (including in that term any ordinances, indeterminate permits, licenses or other operating rights, however denominated, granted by Federal, state, municipal or other governmental authority) under which the Company may be operating if, in the judgment of the Company, it is advisable to do so;

(f) abandon, or permit the abandonment of, the operation of any Mortgaged Property and surrender any franchise (including in that term any ordinances, indeterminate permits, licenses or other operating rights, however denominated, granted by Federal, state, municipal or other governmental authority) under which such Mortgaged Property is operated, if, in the judgment of the Company, the operation of such Mortgaged Property and such franchise is not, under the circumstances, necessary or important for the operation of the remaining Mortgaged Property, or whenever the Company deems such abandonment or surrender to be advisable for any reason; provided , however , that if the amount at which such Mortgaged Property and all other Mortgaged Property so abandoned or surrendered during the same calendar year was originally charged to the fixed property accounts of the Company is equal to 10% or more of the aggregate principal amount of Bonds Outstanding immediately prior to such abandonment or surrender, there shall be furnished to the Trustee an Independent Engineer’s Certificate to the effect that neither such Mortgaged Property nor such franchise is, under the circumstances, necessary or important for the operation of the remaining property of the Company or that such abandonment or surrender is advisable for some other specified reason, and in either case that such abandonment or surrender will not impair the security under this Indenture in contravention of the provisions hereof; and

(g) grant or convey rights of way and easements over or in respect of any real Mortgaged Property owned by the Company, provided that such grant or conveyance will not, in the judgment of the Company, impair the usefulness of such real Mortgaged Property in the Company’s electric generating, transmission and distribution operations or, if property which is an integral part of or used or to be used as an integral part of the gas distribution operations of the Company becomes Mortgaged Property, in the Company’s gas distribution operations.

Section 10.03 . Release of Mortgaged Property if Bonding ratio test satisfied . Subject to Section 10.12 , upon receipt of a written application of the Company to the Trustee signed by an Authorized Executive Officer, the Trustee shall direct the Collateral Trustee to execute and deliver to the Company the documents and instruments described in Section 10.03(a) , releasing from the Lien of the Mortgage any Mortgaged Property if the Fair Value of all of the Mortgaged Property (excluding the Mortgaged Property to be released but including any Mortgaged Property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release) stated on the Engineer’s Certificates delivered pursuant to Section 10.03(b) and Section 10.03(c) equals or exceeds an amount equal to 10/7 (ten sevenths) of the sum of (x) the

 

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aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt at the date of such application as stated on the Accountant’s Certificate delivered pursuant to Section 10.03(d) , upon receipt by the Trustee of:

(a) documents and instruments releasing without recourse the interest of the Collateral Trustee in the Mortgaged Property to be released, and describing in reasonable detail the Mortgaged Property to be released;

(b) an Engineer’s Certificate, dated the date of such application, stating (i) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such release, (ii) the Fair Value, in the opinion of the signer of such Engineer’s Certificate, of (A) all of the Mortgaged Property, and (B) the Mortgaged Property to be released, in each case as of a date not more than ninety (90) days prior to the date of such application, and (iii) that in the opinion of such signer, such application will not impair the security under this Indenture in contravention of the provisions hereof;

(c) in case any Bondable Property is being acquired by the Company with the proceeds of, or otherwise in connection with, such release, an Engineer’s Certificate, dated the date of such application, as to the Fair Value, as of a date not more than ninety (90) days prior to the date of such application, of the Bondable Property being so acquired (and if within six (6) months prior to the date of acquisition by the Company of the Bondable Property being so acquired, such Bondable Property has been used or operated by a Person or Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value to the Company of such Bondable Property, as set forth in such Certificate, is not less than $25,000 and not less than 1% of the aggregate principal amount of Bonds at the time Outstanding, such certificate shall be an Independent Engineer’s Certificate);

(d) an Accountant’s Certificate, dated the date of such application, stating the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt at the date of such application, and stating that the Fair Value of all of the Mortgaged Property (excluding the Mortgaged Property to be released but including any Bondable Property to be acquired by the Company with proceeds of, or otherwise in connection with, such release) stated on the Engineer’s Certificates filed pursuant to Section 10.03(b) and Section 10.03(c) equals or exceeds an amount equal to 10/7 (ten sevenths) of such sum;

(e) an Officers’ Certificate, dated the date of such application, pursuant to Section 21.01(b) and stating that no event has occurred and is continuing that constitutes a Default; and

(f) an Opinion of Counsel, dated the date of such application, pursuant to Section 21.01(b ) .

Section 10.04. Release of limited amount of Mortgaged Property . If the Company is unable, or elects not, to obtain, in accordance with Section 10.03 , the release from the Lien of the Mortgage of Mortgaged Property, subject to Section 10.12 , upon receipt of a written application of the Company to the Trustee signed by an Authorized Executive Officer, the Trustee shall

 

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direct the Collateral Trustee to execute and deliver to the Company the documents and instruments described in Section 10.04(a) releasing from the Lien of the Mortgage any Mortgaged Property if the Fair Value thereof, as stated on the Engineer’s Certificate delivered pursuant to Section 10.04(b) , is less than  1 2 of 1% of the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt at the date of such application, provided that the aggregate Fair Value of all Mortgaged Property released pursuant to this Section 10.04 , as stated on all Engineer’s Certificates filed pursuant to this Section 10.04(b) in any period of twelve (12) consecutive calendar months which includes the date of such Engineer’s Certificate, shall not exceed 1% of the aggregate principal amount of Outstanding Bonds, outstanding Equal and Ratable Notes and outstanding Prior Lien Debt at the date of such application as stated on the Accountant’s Certificate delivered pursuant to Section 10.04(c) , upon receipt by the Trustee of:

(a) documents and instruments releasing without recourse the interest of the Collateral Trustee in the Mortgaged Property to be released, and describing in reasonable detail the Mortgaged Property to be released;

(b) an Engineer’s Certificate, dated the date of such application, stating (i) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such release, (ii) the Fair Value, in the opinion of the signer of such Engineer’s Certificate, of such Mortgaged Property to be released as of a date not more than ninety (90) days prior to the date of such application, and (iii) that in the opinion of such signer such release will not impair the security under this Indenture in contravention of the provisions hereof;

(c) an Accountant’s Certificate, dated the date of such application, stating (i) the sum of (x) the aggregate principal amount of Outstanding Bonds plus the (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt at the date of such application, (ii) that  1 2 of 1% of such sum exceeds the Fair Value of the Mortgaged Property for which such release is applied for, and (iii) that 1% of such sum exceeds the aggregate Fair Value of all Mortgaged Property released from the Lien of the Mortgage pursuant to this Section 10.04 , as shown by all Engineer’s Certificates filed pursuant to Section 10.04(b) in such period of twelve (12) consecutive calendar months;

(d) an Officers’ Certificate, dated the date of such application, pursuant to Section 21.01(b) and stating that no event has occurred and is continuing that constitutes a Default; and

(e) an Opinion of Counsel, dated the date of such application, pursuant to Section 21.01(b) .

Section 10.05. Release of Mortgaged Property not subject to a Prior Lien . (a) If the Company is unable, or elects not, to obtain, in accordance with Section 10.03 , the release from the Lien of the Mortgage of Mortgaged Property which is not subject to a Prior Lien, subject to Section 10.12 and on the basis of cash, Governmental Obligations, purchase money obligations, Bondable Property acquired by the Company with the proceeds of, or otherwise in connection with, such release, or the waiver of the right to the authentication and delivery of Bonds as described in Section 10.05(a)(iii)(B) , or a combination thereof, upon receipt of a written

 

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application of the Company to the Trustee signed by an Authorized Executive Officer, the Trustee shall direct the Collateral Trustee to execute and deliver to the Company the documents and instruments described in Section 10.05(a)(i) releasing such Mortgaged Property from the Lien of the Mortgage, upon receipt by the Trustee or Collateral Trustee, as applicable, of:

(i) documents and instruments releasing without recourse the interest of the Collateral Trustee in the Mortgaged Property to be released, describing in reasonable detail the Mortgaged Property to be released and stating the amount and character of the proceeds to be received by the Company therefor;

(ii) an Engineer’s Certificate, dated the date of such application, stating (A) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such release, (B) the Fair Value, in the opinion of the signer of such Engineer’s Certificate, of the Mortgaged Property to be released as of a date not more than ninety (90) days prior to the date of such application, (C) the fair value to the Company in cash, in the opinion of such signer (which opinion may be based on an Appraiser’s Certificate), of any Governmental Obligations and purchase money obligations included in the consideration for such release and (D) that in the opinion of such signer such release will not impair the security under this Indenture in contravention of the provisions hereof;

(iii) (A) an aggregate amount of Governmental Obligations and purchase money obligations having a fair value to the Company in cash as evidenced by an Appraiser’s Certificate, cash and evidence of the acquisition by the Company of Bondable Property with the proceeds of, or otherwise in connection with, such release (the amount of such Bondable Property shall be the Fair Value thereof as of a date not more than ninety (90) days prior to the date of such application, as evidenced to the Trustee by an Engineer’s Certificate dated the date of such application, and if within six months prior to the date of acquisition by the Company of the Bondable Property being so acquired such Bondable Property has been used or operated by a Person or Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value of such Bondable Property, as stated in such Certificate, is not less than $25,000 and not less than 1% of the aggregate principal amount of Bonds at the time Outstanding, such certificate shall be an Independent Engineer’s Certificate), such that the sum of (x) 100% of the fair value of the cash and Governmental Obligations received plus (y) 70% of the fair value of such purchase money obligations received, plus (z) 70% of the Fair Value of such Bondable Property received equals or exceeds 70% of the Fair Value, as stated in the Engineer’s Certificate described in Section 10.05(a)(ii), of the Mortgaged Property to be released, or (B) an Officers’ Certificate, dated the date of such application, waiving the right of the Company to the authentication and delivery of an aggregate principal amount of Bonds up to the amount required by Section 10.05(a)(iii)(A) , on the basis of Retired Bonds or Retired Equal and Ratable Notes under Article IV and stating the matters required to be stated in the Officers’ Certificates provided for in Section 3.04(b) and in Section 4.01(c) , appropriately modified to reflect that the action being taken is the waiver of the right to, rather than a request for, the authentication and delivery of Bonds, or (C), a combination of the items specified in Section 10.05(a)(iii)(A) and (B) ;

 

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(iv) in case any obligations secured by purchase money mortgage upon the Mortgaged Property to be released are included in the consideration for such release and are delivered to the Collateral Trustee in connection with such release, an Opinion of Counsel, dated the date of such application, stating that such obligations are valid obligations and that any purchase money mortgage securing such obligations is closed and is, or upon recording or filing in designated places will be, sufficient to afford a valid lien upon the Mortgaged Property to be released from the Lien of the Mortgage, subject to no lien prior thereto, except such liens, if any, as shall have existed thereon immediately prior to such release as Permissible Encumbrances;

(v) an Officers’ Certificate, dated the date of such application, pursuant to Section 21.01(b) and stating that no event has occurred and is continuing that constitutes a Default; and

(vi) an Opinion of Counsel, dated the date of such application, pursuant to Section 21.01(b) .

(b) Any purchase money obligations received or to be received by the Collateral Trustee in consideration for the release of any Mortgaged Property from the Lien of the Mortgage by the Collateral Trustee upon the direction of the Trustee, and the purchase money mortgage securing such purchase money obligations shall be released by the Collateral Trustee from the Lien of the Mortgage and delivered or assigned to the Company, or as it shall request, upon payment by the Company to the Collateral Trustee of the unpaid principal of such purchase money mortgage and/or of the obligations thereby secured; the principal of any such purchase money obligations not so released shall be paid to or collected by the Collateral Trustee as and when such principal shall become payable, and the Collateral Trustee may take any action which in its judgment may be desirable or necessary to preserve the security of such purchase money mortgage.

(c) Any cash received by the Collateral Trustee pursuant to this Section 10.05 shall be held and applied in accordance with Article XI .

Section 10.06. Release of Mortgaged Property subject to a Prior Lien . (a) If the Company is unable, or elects not, to obtain, in accordance with Section 10.03 , the release from the Lien of the Mortgage of Mortgaged Property which is subject to a Prior Lien, subject to Section 10.12 , upon receipt of a written application of the Company to the Trustee signed by an Authorized Executive Officer, the Trustee shall direct the Collateral Trustee to execute and deliver to the Company the documents and instruments described in Section 10.06(a)(i) releasing such Mortgaged Property from the Lien of the Mortgage if there has been or is being substituted for such Mortgaged Property, by delivery to the Collateral Trustee (at least in proportion to the extent such Mortgaged Property has been Bonded) and to the trustee, mortgagee or other holder of such Prior Lien, an aggregate amount of Governmental Obligations or purchase money obligations having a fair value to the Company in cash as evidenced by an Appraiser’s Certificate, cash and evidence of Bondable Property acquired by the Company with the proceeds of, or otherwise in connection with, such release, or the waiver of the right to the authentication and delivery of Bonds as described in Section 10.06(a)(v)(B) , or a combination thereof, not less than the amount referred to in Section 10.06(a)(v)(A) below, upon receipt by the Trustee, the Collateral Trustee or the trustee, mortgagee or other holder of such Prior Lien (as applicable) of:

(i) documents and instruments releasing without recourse the interest of the Collateral Trustee in the Mortgaged Property to be released, describing in reasonable detail the Mortgaged Property to be released;

 

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(ii) an Officers’ Certificate, dated the date of such application, describing in reasonable detail the Prior Lien to which such Mortgaged Property is subject, the amount of cash, Governmental Obligations, or purchase money obligations to be delivered to the trustee, mortgagee or other holder of such Prior Lien and/or to the Collateral Trustee, or both, and any Bondable Property acquired by the Company with the proceeds of, or otherwise in connection with, such release, in each case in substitution for such Mortgaged Property, and stating the reason for such release;

(iii) an Opinion of Counsel, dated the date of such application, that the Mortgaged Property to be released from the Lien of the Mortgage is subject to the Prior Lien described in the foregoing Officers’ Certificate, and that, based upon documents received by such counsel, the Company appears to have complied with all the terms and conditions for such release under such Prior Lien;

(iv) an Engineer’s Certificate, dated the date of such application, stating (A) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such application, (B) the Fair Value, in the opinion of such signer, of the Mortgaged Property to be released as of a date not more than ninety (90) days prior to the date of such application, (C) the fair value to the Company in the opinion of such signer (which opinion may be based on an Appraiser’s Certificate), of any Governmental Obligations and purchase money obligations included in the consideration for such release and (D) that in the opinion of such signer such release will not impair the security under this Indenture in contravention of the provisions hereof;

(v) (A) an aggregate amount of Governmental Obligations and purchase money obligations having a fair value to the Company in cash as evidenced by an Appraiser’s Certificate, cash and evidence of the acquisition by the Company of Bondable Property with the proceeds of, or otherwise in connection with, such release (the amount of such Bondable Property shall be the Fair Value thereof as of a date not more than ninety (90) days prior to the date of such application, as evidenced to the Trustee by an Engineer’s Certificate dated the date of such application, and if within six (6) months prior to the date of acquisition by the Company of the Bondable Property being so acquired such Bondable Property has been used or operated by a Person or Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value of such Bondable Property, as stated in such Certificate, is not less than $25,000 and not less than 1% of the aggregate principal amount of Bonds at the time Outstanding, such certificate shall be an Independent Engineer’s Certificate), such that the sum of (x) 100% of the fair value of the Governmental Obligations and the cash received plus (y) 70% of the fair value of such purchase money obligations received plus (z) 70% of the Fair Value of such

 

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Bondable Property received equals or exceeds 70% of the Fair Value, as stated in the Engineer’s Certificate described in Section 10.06(a)(iv) , of the Mortgaged Property to be released; or (B) an Officers’ Certificate, dated the date of such application, waiving the right of the Company to the authentication and delivery of an aggregate principal amount of Bonds up to the amount required by Section 10.06(a)(v)(A) , on the basis of Retired Bonds or Retired Equal and Ratable Notes under Article IV and stating the matters required to be stated in the Officers’ Certificates provided for in Section 3.04(b) and in Section 4.01(c) , in either case appropriately modified to reflect that the action being taken is the waiver of the right to, rather than a request for, the authentication and delivery of Bonds, or (C) a combination of the items specified in Section 10.06(a)(v)(A) and (B) ;

(vi) in case any obligations secured by purchase money mortgage upon the Mortgaged Property to be released are included in the consideration for such release and are delivered to the Collateral Trustee in connection with such application, an Opinion of Counsel, dated the date of such application, stating that such obligations are valid obligations and that any purchase money mortgage securing such obligations is closed and is, or upon recording or filing in designated places will be, sufficient to afford a valid lien upon the Mortgaged Property to be released from the Lien of the Mortgage, subject to no lien prior thereto, except such liens, if any, as shall have existed thereon immediately prior to such release as Permissible Encumbrances;

(vii) an Officers’ Certificate, dated the date of such application, pursuant to Section 21.01(b) and stating that no event has occurred and is continuing that constitutes a Default; and

(viii) an Opinion of Counsel, dated the date of such application, pursuant to Section 21.01(b) .

(b) Any cash received by the Collateral Trustee pursuant to this Section 10.06 shall be held and applied in accordance with the Collateral Trust Agreement and Article XI .

Section 10.07. Eminent Domain . In case (a) any Mortgaged Property shall be taken by exercise of the power of eminent domain, or by similar right or power, or if any governmental authority shall exercise any right which it may now or hereafter have to purchase or designate a purchaser of, or order the sale of, all or any Mortgaged Property, or in case of any sale or conveyance of Mortgaged Property in lieu and in reasonable anticipation of any such event, and (b) the Company is unable, or elects not, to obtain, in accordance with Section 10.03 , the release from the Lien of the Mortgage of such Mortgaged Property, all net proceeds of each such taking, purchase or sale or, in case of a sale or conveyance in anticipation thereof, an aggregate amount of Governmental Obligations or purchase money obligations having a fair value to the Company in cash as evidenced by an Appraiser’s Certificate, and cash, not less than the Fair Value, as of a date not more than ninety (90) days prior to the date of an application of the Company to the Trustee signed by an Authorized Executive Officer for the release of such Mortgaged Property from the Lien of the Mortgage (which application shall be accompanied by documents and instruments releasing without recourse the interest of the Collateral Trustee in the Mortgaged Property to be released, and describing in reasonable detail the Mortgaged Property to be released), as stated in an Engineer’s Certificate, dated the date of such application, of the

 

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Mortgaged Property taken, purchased, sold or conveyed, together with all net sums payable for any damage to any Mortgaged Property by or in connection with any such taking, purchase, sale or conveyance, to the extent not deposited under a Prior Lien with the trustee, mortgagee or other holder of such Prior Lien, shall be deposited with the Collateral Trustee, to be held and applied in accordance with the Collateral Trust Agreement and Article XI ; and upon receipt of such application the Trustee (subject to Section 10.12 ) shall direct the Collateral Trustee to execute and deliver to the Company the documents and instruments described in Section 10.07(b) releasing from the Lien of the Mortgage the Mortgaged Property so taken, purchased, sold or conveyed, upon receipt by the Trustee of:

(i) an Opinion of Counsel, dated the date of such application, to the effect that such Mortgaged Property has been lawfully taken, purchased, sold or conveyed as aforesaid; or

(ii) in case of any such sale or conveyance in anticipation of such taking, purchase or sale, (a) a Board resolution to the effect that such sale or conveyance was in lieu and in reasonable anticipation of such taking, purchase or sale; and (b) an Opinion of Counsel, dated the date of such application, pursuant to Section 21.01(b) .

Section 10.08 . Consideration for release of Mortgaged Property . (a) Any Governmental Obligations and purchase money obligations received or to be received by the Collateral Trustee pursuant to this Indenture or the Mortgage in consideration for the release of any Mortgaged Property from the Lien of the Mortgage by the Collateral Trustee at the direction of the Trustee, and the purchase money mortgage securing such purchase money obligations, shall be released by the Collateral Trustee at the direction of the Trustee from the Lien of the Mortgage and delivered or assigned, by the Collateral Trustee at the direction of the Trustee, to the Company, or as the Company shall request, upon payment by the Company to the Collateral Trustee of the unpaid principal of such Governmental Obligations or such purchase money mortgage and/or of the obligations thereby secured or at any time after the Collateral Trustee shall have received on account of the principal thereof an amount in cash equal to the aggregate principal amount of any such Governmental Obligations or such purchase money obligations to the extent made a basis of a credit in the application for the release from the Lien of the Mortgage of such Mortgaged Property.

(b) Any cash received by the Collateral Trustee pursuant to this Section 10.08 shall be held and applied in accordance with the Collateral Trust Agreement and Article XI .

Section 10.09 . [ Reserved. ]

Section 10.10 . Receiver, trustee, etc. In case a receiver or trustee of the Company, or of all or a substantial part of the Mortgaged Property or business of the Company, shall be lawfully appointed, all acts or requests which the Company may do or make under the foregoing provisions of this Article X may be done or made by such receiver or trustee. In case the Collateral Trustee shall be in possession of the Mortgaged Property, the Trustee in its absolute discretion, without any action or request by the Company or any receiver or trustee, and without thereby limiting any other right or power of the Trustee, may take any action (or direct the Collateral Trustee to take any action) authorized by this Indenture to be taken by the Company, by the Company and the Trustee or by the Trustee on the request of the Company notwithstanding the continuance of any Default.

 

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Section 10.11 . [ Reserved. ].

Section 10.12 . Suspension of rights in case of Default . (a) At any time when a Default has occurred and is continuing, the Company shall not have the right to exercise any privilege or to take any action permitted by this Article X (except under Section 10.02 ) except to the extent that it shall have obtained the written consent of the Trustee; which consent the Trustee may, subject to Section 14.01 and Section 14.02 , give or withhold in its discretion.

(b) For purposes of this Section 10.12 , a Default shall be deemed to be continuing during the continuance of any of the events specified in Section 12.02 without giving effect to any requirement of notice or lapse of time.

ARTICLE XI

A PPLICATION OF F UNDS H ELD B Y T RUSTEE

Section 11.01 . Withdrawal or application of moneys held by Trustee . (a) Unless the Company is in default in the payment of any principal of or any interest on any Bonds then Outstanding or any Default shall be continuing, any cash received by the Trustee pursuant to Section 5.01 shall be held by the Trustee and such cash, and any other cash which, under any other provision of this Indenture (whether referred to as cash or moneys in any such provision), is required to be held and applied in accordance with the Collateral Trust Agreement, if applicable, and this Article XI , upon the written request of the Company signed by an Authorized Executive Officer:

(i) if received by or held by the Collateral Trustee in accordance with the terms of the Collateral Trust Agreement and permitted by the Collateral Trust Agreement to be transferred to the Trustee for application hereunder, may be directed by the Trustee to be transferred by the Collateral Trustee for application in accordance with this Article XI ;

(ii) may be withdrawn from time to time by the Company (A) in the case of cash deposited with the Trustee pursuant to Section 5.01 , to the extent of 70% of the lesser of the Cost or the Fair Value of Unbonded Bondable Property, and (B) in the case of cash received by the Trustee under any other provision of this Indenture, to the extent of 100% of the lesser of the Cost or Fair Value of Unbonded Bondable Property, in each case after making any deductions and additions in respect of Bondable Property pursuant to Section 1.03(l)(ii) or (iii) ;

(iii) may be withdrawn from time to time by the Company in an amount equal to the principal amount of Bonds which the Company shall have the right to have authenticated and delivered under Article IV ;

(iv) may be applied by the Trustee to the payment at maturity of any Outstanding Bonds or to the redemption of any Outstanding Bonds which are, by their terms, redeemable, of such series as may be designated by the Company in such request; and/or

(v) may be used or applied to the purchase of Bonds; provided , however , that none of such cash shall be applied to the payment of more than the principal amount of any Bonds so purchased, except to the extent that the aggregate principal amount of all Bonds theretofore and then to be so purchased shall exceed the aggregate cost for principal of and interest, brokerage and premium, if any, on all Bonds theretofore and then to be so purchased.

 

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(b) Such cash referred to in Section 11.01(a) shall, from time to time, be withdrawn, used or applied by the Trustee, as aforesaid, upon the request of the Company, and upon receipt by the Trustee of an Officers’ Certificate dated the date of such request stating that the Company is not in default in the payment of any principal of or interest on any Bonds then Outstanding and that no Default is continuing. To the extent such withdrawal of cash is based upon Unbonded Bondable Property as permitted by Section 11.01(a)(ii) , the Company shall comply with all applicable provisions of Article III as if such Unbonded Bondable Property were made a basis for the authentication and delivery of Bonds thereon equivalent in principal amount to the amount of the cash to be withdrawn on such basis. To the extent such withdrawal of cash is based upon the right to the authentication and delivery of Bonds pursuant to Section 11.01(a)(iii) , the Company shall comply with all applicable provisions of Article IV relating to such authentication and delivery as if new Bonds were being authenticated and delivered in principal amount equal to the amount of cash being withdrawn; recognizing that, in each such case, the action being taken is the withdrawal of cash rather than the authentication and delivery of Bonds.

(c) Any withdrawal of cash pursuant to Section 11.01(a)(ii) or Section 11.01(a)(iii) shall operate as a waiver by the Company of its right to the authentication and delivery of Bonds on the basis of which such cash was withdrawn, and such Bonds may not thereafter be authenticated and delivered hereunder on such basis, and the amount of any Bondable Property, Bonds or Prior Lien Debt which have been made the basis for such withdrawal shall be Bonded.

(d) The Trustee shall use reasonable efforts to collect the principal of and interest on any Governmental Obligations and purchase money obligations secured by a purchase money mortgage held by the Trustee as and when such principal and interest become payable. Unless the Company is in default in the payment of any principal of or interest on any Outstanding Bond or any Default shall be continuing, the interest on any such obligation received by the Trustee shall be paid over to the Company, and any payments received by the Trustee on account of the principal of any such obligation in excess (as evidenced by an Officers’ Certificate) of the amount of credit used by the Company in respect of such obligation upon the release of any Mortgaged Property from the Lien of the Mortgage shall also be paid to the Company.

(e) The Trustee shall have and may exercise all the rights and powers of an owner of obligations secured by purchase money mortgage held by the Trustee and of all substitutions therefor and, without limiting the generality of the foregoing, may collect and receive all insurance moneys payable to it under any provision thereof and apply the same in accordance with the provisions thereof, may consent to extensions thereof at a higher or lower rate of interest, may join in any plan or plans of voluntary or involuntary reorganization or readjustment

 

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or rearrangement and may accept and hold under this Indenture new obligations, stocks or other securities issued in exchange therefor under any such plan, and any discretionary action which the Trustee may be entitled to take in connection with any such obligations or substitutions therefor shall be taken, so long as no Default has occurred and is continuing, in accordance with the written request of the Company, evidenced by an Officers’ Certificate, or, while a Default is continuing, in the discretion of the Trustee, provided that the Trustee shall have no obligation to exercise any such discretion unless it receives instructions satisfactory to it from the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds pursuant to Section 12.15(d) .

Section 11.02 . Moneys to be held in trust; investment thereof . (a) Subject to Section 18.02 , all cash received by the Trustee shall, until withdrawn, used, invested or applied as provided in this Indenture, be held in trust uninvested, for the purposes for which such cash was received, but need not be segregated from other funds except as directed by the Company or as and to the extent required by law.

(b) After compliance with any applicable legal requirements, the Trustee may deposit all or any part of cash received by it as Trustee in certificates of deposit or demand accounts, to its credit as Trustee in its own banking department or, with the consent of the Company, in any bank or trust company having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000), evidenced in the manner described in Section 14.01 ; so long as no Default is continuing, the Trustee shall pay to the Company any interest earned on any such certificate or account.

(c) When so directed by an Officers’ Certificate, the Trustee shall invest all or any part of such cash received by it in any Investment Securities; and the Trustee, when so directed by an Officers’ Certificate, shall sell or repurchase all or any part of such Investment Securities. Such Investment Securities shall be held in trust for the account of the Bondholders by the Trustee (or, in the case of moneys delivered pursuant to Section 9.03 , held in trust for the account of the holders of the Bonds to be redeemed); provided , however , that the proceeds of such Investment Securities representing interest shall be paid or credited to the Company and shall not constitute Mortgaged Property. If any such sale or any payment on the maturity of any such Investment Securities held by the Trustee, shall produce a net sum less than the cost (including accrued interest and investment expenses) of such Investment Securities sold or paid, the Company will promptly pay to the Trustee such amount of cash as will, with the net proceeds of such sale or such payment, equal the cost (including accrued interest and investment expenses) of such Investment Securities so sold or paid; and if any such sale or any payment at the maturity of any such Investment Securities held by the Trustee, shall produce a net sum greater than the cost (including accrued interest and investment expenses) of such Investment Securities so sold or paid the Trustee shall, if no Default is continuing, pay to the Company the amount of such excess. The Company will also pay to the Trustee all brokers’ fees and other expenses reasonably incurred by the Trustee in connection with its investment of such cash and the sale of such Investment Securities.

(d) The Trustee shall allow interest on any cash held by it under this Indenture and deposited by it in its banking department, at the current rate or rates, if any, from time to time paid by it on similar deposits of like size and nature over like periods of time, unless in a

 

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particular instance the Trustee and the Company shall otherwise agree. Interest so allowed and interest received by the Trustee from deposits in other banks and trust companies of cash which is a part of the Mortgaged Property made pursuant to Section 11.02(b) , except as otherwise herein provided in respect of particular cash, shall, if no Default is continuing, be paid or credited to the Company by the Trustee.

(e) When so directed by an Officers’ Certificate, the Trustee shall establish one or more accounts for the deposit and/or investment of monies received by it, including a separate account from which all cash payable by the Trustee on behalf of the Company shall be paid and into which cash shall be deposited by the Company, or by the Trustee on behalf of the Company from other accounts or investments held or managed by the Trustee, as needed, so that such account shall be operated with a zero balance.

ARTICLE XII

D EFAULT AND R EMEDIES

Section 12.01 . When no entitlement to benefit of Indenture upon Default . If any claim for interest on any Bond is deposited with the Trustee or any Paying Agent, or if the payment date of such claim is extended, whether with or without the consent of the Company, the holder of such claim shall not be entitled, in case of Default, to the benefit or security of this Indenture, except after the prior payment in full of the principal of, and premium, if any, on all Outstanding Bonds and of all claims for interest for which such deposit has not been made, or such date extended. The holders of any claims for interest on any Bonds owned by the Company at or after the maturity of such claims shall not be entitled to the benefit or security of this Indenture; and the Company covenants that all such claims for interest so owned by the Company shall promptly be canceled.

Section 12.02 . Events of Default; notice of Default; action by Trustee . (a) Each of the following events is a Default:

(i) default in the due and punctual payment of the principal of or premium, if any, on any Bond, when such principal or premium, if any, shall have become due and payable, whether at maturity, pursuant to any sinking, improvement, maintenance, replacement or analogous fund, or by declaration or otherwise, which default shall have continued for a period of more than three (3) Business Days;

(ii) default in the payment of any interest on any Bond, when and as the same shall have become due and payable, which default shall have continued for a period of ninety (90) days;

(iii) default in the payment of any Prior Lien Debt in one or more series, in each case in an aggregate principal amount of $100,000,000 or greater, outstanding, continued beyond the period of grace, if any, specified in the documents governing such Prior Lien Debt;

(iv) default in the due observance or performance of any other covenant or condition in this Indenture, including any Supplemental Indenture, which is required to

 

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be kept or performed by the Company, and which default shall have continued for the period of ninety (90) days after written notice thereof shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of not less than 33% of the aggregate principal amount of the Outstanding Bonds;

(v) by decree of a court of competent jurisdiction the Company is adjudicated a bankrupt or insolvent, or an order is made by such court for the winding up or liquidation of the affairs of the Company or approving a petition seeking reorganization or arrangement of the Company under the bankruptcy law or other law or statute of the United States of America or of any State, or, by order of such court, a trustee or liquidator or receiver is appointed for the Company or for the property of the Company, and such decree or order shall continue in effect for a period of ninety (90) days;

(vi) the Company files a petition for voluntary bankruptcy, or consents to the filing of any such petition, or makes an assignment for the benefit of creditors, or consents to the appointment of a trustee or liquidator or receiver of the Company or of all or a substantial part of the Mortgaged Property, or files a petition or answer or consent seeking reorganization or arrangement under the bankruptcy law or other law or statute of the United States of America or of any State, or consents to the filing of any such petition, or files a petition to take advantage of any debtors’ act; or

(vii) the occurrence of a Triggering Event, to the extent not otherwise a Default pursuant to any above clause of this Section 12.02(a) .

(b) The Trustee shall, within ninety (90) days after the occurrence thereof, give to the Bondholders, in the manner and to the extent provided in TIA Section 313(c) , notice of all defaults known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purposes of this Section 12.02(b) being hereby defined to be the events specified in Section 12.02(a) , not including any requirements of notice or lapse of time provided for therein); but in the case of defaults of the character specified in Sections 12.02(a)(iv) , no such notice shall be given until at least sixty (60) days after the occurrence thereof; provided that, except in the case of default in the payment of the principal of or premium, if any, or interest on any of the Bonds or in the payment of any sinking, improvement, maintenance, replacement or analogous fund installment, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the Executive Committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that the withholding of such notice is in the interests of the Bondholders.

Section 12.03 . Upon Default Trustee may instruct Collateral Trustee to sell Mortgaged Property . Subject to the provisions of Section 12.06 , during the continuance of any Default, the Trustee, in its discretion from time to time (i) may direct the Collateral Trustee to sell, subject to Prior Liens, all or any part of the Mortgaged Property pursuant to and in the manner set forth in the Mortgage or exercise any other rights or remedies provided for under the Mortgage; or (ii) may proceed, and may instruct the Collateral Agent to proceed, to protect and to enforce the rights of the Trustee and of the Bondholders under this Indenture and the rights of the Collateral Trustee and the Bondholders under the Mortgage and the Collateral Trust Agreement, by suit or suits in equity or at law, whether for the specific performance of any covenant or agreement in

 

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this Indenture, the Mortgage or the Collateral Trust Agreement (as applicable) or in aid of the execution of any power granted by this Indenture, the Mortgage or the Collateral Trust Agreement or for the foreclosure of the Mortgage, or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, may deem most effectual to protect and enforce any of its rights or exercise of any of its duties hereunder; provided, that the Trustee shall have no obligation to exercise any such discretion unless it receives instructions satisfactory to it from the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds pursuant to Section 12.15(d).

Section 12.04 . Upon Default and request of holders of a majority of Bonds, Trustee must declare principal due; restoration of parties to former positions . During the continuance of any Default, the Trustee may, and upon the written request of the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds shall, by notice in writing delivered to the Company, declare the principal of all Bonds then Outstanding to be due and payable immediately, and upon any such declaration, the same shall be immediately due and payable. This provision, however, is subject to the condition that if at any time after the principal of such Bonds shall have been so declared due and payable and before any sale of the Mortgaged Property shall have been made pursuant to the Collateral Trust Agreement, all arrears of interest upon all of such Bonds, with interest upon overdue installments of interest at the same rates respectively as were borne by the respective Bonds on which installments of interest were overdue, shall either be paid by or on behalf of the Company or be collected out of the Mortgaged Property, and all Defaults shall have been remedied, then the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds, by written notice to the Company and to the Trustee, may rescind such declaration and its consequences and in such event the Trustee shall promptly direct the Collateral Trustee to discontinue its proceedings to enforce its rights under the Mortgage by foreclosure or otherwise; but no such rescission shall extend to or affect any subsequent Default, or impair any right consequent thereon.

Section 12.05 . Duty of Trustee to act on request of holders of a majority of Bonds . Subject to the provisions of Section 12.06 , upon the written direction of the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds pursuant to Section 12.15(d) , during the continuance of any Default the Trustee shall take all action so directed to protect and enforce its rights and the rights of the Bondholders hereunder, under the Mortgage and under the Collateral Trust Agreement, or to take appropriate judicial proceedings by action, suit or otherwise; but anything in this Indenture (other than Section 12.06 ) to the contrary notwithstanding, the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds, from time to time shall pursuant to Section 12.15(d) have the right to direct and control the actions of the Trustee under this Article XII and the Trustee, subject to Section 14.01 and Section 14.02 , shall have no obligation to take any action under this Article XII (including directing the time, method and place of conducting any proceeding or exercising any remedy available to the Trustee, including to cause the giving of instructions to the Collateral Trustee to exercise any remedy available to the Collateral Trustee) unless so directed; provided , that the Trustee shall not be obligated to follow any such direction which would conflict with any law or this Indenture, which would be unjustly prejudicial to Bondholders not joining in such direction or which would be likely to cause the Trustee to incur any liability or expense not indemnified against to its satisfaction, but the Trustee need not make any determination as to such conflict, prejudice, liability or expense, and may take any other action not inconsistent with such direction.

 

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Section 12.06 . Right of Requisite Secured Parties. It is acknowledged that, notwithstanding any contrary provision in this Indenture, pursuant to Section 2.03(b) of the Collateral Trust Agreement, following the occurrence of a Triggering Event, the Requisite Secured Parties will have the right at any time to direct the time, method and place of conducting any proceeding for the exercise of any right or remedy available to the Collateral Trustee with respect to the Shared Collateral, or of exercising any trust or power conferred on the Collateral Trustee, or for the taking of any other action authorized by the instruments comprising the Trust Estate (including the making of any determinations to be made by the Collateral Trustee thereunder), upon delivery of prior written notice to the Trustee and the Collateral Trustee, and, thereafter, shall have the exclusive right and authority to direct the Collateral Trustee as to such matters, all as provided in Section 2.03(b) of the Collateral Trust Agreement.

Section 12.07 . Inspection. The Company shall permit the Trustee, and the Trustee’s agents, representatives and employees, upon reasonable prior notice to the Company, to inspect the Mortgaged Property.

Section 12.08 . [ Reserved. ]

Section 12.09 . [ Reserved. ]

Section 12.10 . [Reserved.]

Section 12.11 . Principal of Bonds to become due in case of sale . In case of any sale of Mortgaged Property under the Mortgage, whether under the power of sale granted therein or pursuant to judicial proceedings, the principal amount of all Bonds then Outstanding, if not previously due, shall at once become due and payable as though the principal of such Bonds had been declared due and payable immediately pursuant to Section 12.04 .

Section 12.12 . Application of sale proceeds . The purchase money received by the Trustee from the Collateral Trustee from the sale of Mortgaged Property under the power of sale granted in the Mortgage, or a sale pursuant to judicial proceedings under the Mortgage resulting from any remedy thereunder pursued by the Collateral Trustee against any Mortgaged Property, together with any other moneys which are or may be received by or held by the Trustee under any provision of this Indenture or the Collateral Trust Agreement, shall be applied as follows:

First . To the payment of all expenses, liabilities or advances made or incurred by the Trustee under this Indenture, including any compensation and reimbursement payable to the Trustee pursuant to Section 14.09 and to the payment of all taxes, assessments or Prior Liens, except any taxes, assessments or Prior Liens subject to which such sale shall have been made.

Second . To the payment of the whole amount then owing or unpaid upon the Outstanding Bonds with interest accruing on the overdue principal, premium, if any, and interest at the same rates respectively as were borne by the respective Bonds whereof the principal, premium, if any, or interest are overdue, and in case such proceeds shall be

 

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insufficient to pay in full such whole amount, then to the payment of such principal, premium, if any, and interest, without preference or priority, ratably according to the aggregate of such principal, premium, if any, and interest, subject to Section 12.01 . Such payments shall be made on a date fixed by the Trustee, upon presentation of the Outstanding Bonds and stamping thereon the amount paid if such Bonds are only partly paid, and upon surrender thereof if fully paid.

Third . To the payment of the surplus, if any, to the Company, its successors or assigns.

Section 12.13 . Bonds may be applied against purchase price . In case of any sale of any Mortgaged Property under the Mortgage, whether under power of sale granted therein or pursuant to judicial proceedings, any Bondholder or the Trustee, subject to Section 14.01 and Section 14.02 , may bid for and purchase any Mortgaged Property, and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such property in absolute right of such Bondholder or the Trustee, without further accountability, and shall be entitled, for the purpose of making settlement or payment for the Mortgaged Property purchased, to use and apply any Bonds by presenting such Bonds, in order that there may be credited thereon the sum apportionable and applicable thereto out of the net proceeds of such sale; and thereupon such purchaser shall be credited on account of such purchase price, with the sum apportionable and applicable out of such net proceeds to the payment of or as credit on the Outstanding Bonds so presented.

Section 12.14 . Control by majority. Subject to the terms of the Collateral Trust Agreement, the Mortgage and any Supplemental Mortgages, the holders of a majority in principal amount of the then-Outstanding Bonds will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee (including, for the avoidance of doubt, to cause the Trustee to give instructions to the Collateral Trustee to exercise any remedy available to the Collateral Trustee). However, the Trustee and the Collateral Trustee may refuse to follow any direction that conflicts with law, this Indenture, the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage that may involve the Trustee’s or the Collateral Trustee’s personal liability, or that the Trustee or the Collateral Trustee determines in good faith may be unduly prejudicial to the rights of Bondholders not joining in the giving of such direction.

Section 12.15 . Bondholder not to institute suit without request to Trustee; Trustee may enforce rights without possession of Bonds; undertaking for costs . (a) No holder of any Outstanding Bond shall have any right to institute any suit, action or proceeding in equity or at law for the foreclosure of the Mortgage, or for the appointment of a receiver or for any other remedy under this Indenture, unless (i) the holders of not less than 33% in aggregate principal amount of the Outstanding Bonds shall (A) have requested the Trustee in writing to take action in respect of such matter and (B) have offered to the Trustee security and indemnity satisfactory to it against loss, liability or expense to be incurred therein or thereby, and (ii) the Trustee for a period of sixty (60) days shall have refused or neglected to act on such notice, request and indemnity by either proceeding to exercise the powers granted in this Indenture to the Trustee, or

 

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by instituting such action, suit or proceeding in its own name; such notification, request and offer of indemnity are hereby declared, in every such case, at the option of the Trustee, to be conditions precedent to the execution by the Trustee of its powers and trusts under this Indenture and to any action or cause of action the Trustee may take or possess for foreclosure of the Mortgage or for the appointment of a receiver or any other remedy hereunder; it being understood and intended that no one or more holders of Outstanding Bonds shall have any right in any manner whatever to affect, disturb or prejudice the Lien of the Mortgage by action of such one or more holders, or to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the ratable benefit of all holders of such Outstanding Bonds.

(b) All rights of action under this Indenture may be enforced by the Trustee without the possession of any Bond or the production thereof at trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its own name, and any recovery of judgment shall be for the ratable benefit of the holders of such Bonds.

(c) All parties to this Indenture agree, and each holder of any Bond by his, her or its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, the Mortgage or the Collateral Trust Agreement, or in any suit against the Trustee or the Collateral Trustee, as the case may be, for any action taken or omitted by it as Trustee or the Collateral Trustee, as the case may be, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 12.15(c) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Bondholder or Bondholders holding more than 10% in aggregate principal amount of Outstanding Bonds, or to any suit instituted by any Bondholder for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Bond on or after the respective due dates expressed in such Bond.

(d) Any direction or instruction under Section 11.01(e) or this Article XII by any Bondholder to the Trustee shall be evidenced as provided in Article XX or in any other manner reasonably satisfactory to the Trustee. By giving any such direction or instruction, a Bondholder agrees to indemnify, defend and save harmless the Trustee for all loss, liability or expense incurred by the Trustee in connection with its compliance with such direction or instruction, except to the extent that such loss, liability or expense is determined to have been caused by the negligence or willful misconduct of the Trustee or is paid to the Trustee pursuant to Section 14.09 ; provided , that at the request of the Trustee such Bondholder will enter into such undertakings as the Trustee may reasonably request to evidence and effectively provide for the payment of its obligations set forth in this Section 12.15(d) ; provided , further , that such obligations of each Bondholder are limited to its several obligation with each other Bondholder joining in such direction or instruction to pay such Bondholder’s pro rata portion thereof based upon the portion that the aggregate principal amount of the Outstanding Bonds held by such Bondholder represents of the aggregate principal amount of all Outstanding Bonds held by all Bondholders which joined in such direction or instruction.

 

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Section 12.16 . Remedies cumulative . No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy or remedies; but each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee or Bondholders in exercising any right or power accruing upon any continuing Default shall impair any such right or power or shall be construed to be a waiver of any such Default, or an acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient.

Section 12.17 . Covenant to pay Trustee; judgment by Trustee; application of monies . (a) In case (i) default shall be made in the payment of any interest on any Outstanding Bond and such default shall have continued for a period of ninety (90) days or (ii) default shall be made in the payment of the principal of or premium, if any, on any Outstanding Bond when payable, whether upon the maturity of such Bond, or upon a declaration of maturity as authorized by this Indenture, or upon a sale as set forth in Section 12.11 ; then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Outstanding Bonds, the whole amount that then shall have become due and payable on all such Outstanding Bonds, for principal, premium, if any, or interest and with interest upon the overdue principal, premium, if any, and interest payable at the same rates respectively as were borne by the respective Bonds whereof the principal, premium, if any, or interest shall be overdue; and in case the Company shall fail to pay the same forthwith upon such demand, the Trustee, in its own name and as the trustee of an express trust, shall be entitled to recover judgment against the Company for the whole amount so due and unpaid and any compensation and reimbursement payable to the Trustee pursuant to Section 14.09 .

(b) The Trustee shall be entitled to recover judgment as described in Section 12.17(a) , either before, after or during the pendency of any proceedings for the enforcement of the Lien of the Mortgage by the Collateral Trustee, and the right of the Trustee to recover such judgment shall not be affected by any entry upon or sale of Mortgaged Property by the Collateral Trustee, or by the exercise by the Trustee or the Collateral Trustee of any right, power or remedy for the enforcement of this Indenture or the Mortgage; and in case of a sale of Mortgaged Property, and of the application of the proceeds of such sale to the payment of the obligations secured by the Lien of the Mortgage, the Trustee, in its own name and as trustee of an express trust, shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon any and all of the Outstanding Bonds for the benefit of the Bondholders, and shall be entitled to recover judgment for any portion of such obligations remaining unpaid, with interest. No recovery of any such judgment by the Trustee or the Collateral Trustee, and no levy of execution of any such judgment upon any of the Mortgaged Property, or any other property, shall in any manner or to any extent affect the rights of the Trustee, the Bondholders and the Collateral Trustee in respect of the Lien of the Mortgage upon any Mortgaged Property, or any rights, powers or remedies of the Trustee or the Collateral Trustee, or any lien, rights, powers or remedies of the Bondholders, but such lien, rights, powers and remedies of the Trustee and the Collateral Trustee and of the Bondholders shall continue unimpaired as before.

(c) Any moneys received by the Trustee under this Section 12.17 shall be applied by the Trustee to the payment of the amounts then due and unpaid on the Outstanding Bonds in respect of which such moneys shall have been received, ratably and without any preference or

 

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priority of any kind, according to the amounts due and payable on such Bonds, respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presentation of the several Bonds and stamping the amount of such payment thereon, if partly paid, and upon surrender thereof, if fully paid.

Section 12.18 . Other remedies . If a Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Bonds or to enforce the performance of any provision of the Bonds, the Collateral Trust Agreement, the Mortgage or any Supplemental Mortgage. The Trustee may maintain a proceeding even if it does not possess any of the Bonds or does not produce any of them in the proceeding.

Section 12.19 . Provisions solely for benefit of parties and Bondholders . Nothing in this Indenture, or in any Bond, expressed or implied, is intended, or shall be construed, to give to any Person, other than the Trustee, the Bondholders and the Company, any legal or equitable right, remedy, or claim under or in respect of this Indenture, or under any of its covenants, conditions or provisions; all of which are intended to be and are for the sole and exclusive benefit of the Trustee, the Bondholders and the Company.

Section 12.20 . Trustee and Collateral Trustee may file proofs of claims . The Trustee may, and may direct the Collateral Trustee to, and the Collateral 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, the Collateral Trustee and of the Bondholders allowed in any judicial proceedings relative to the Company, its creditors or Mortgaged Property. Nothing contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Bondholder, or to authorize the Trustee to vote in respect of the claim of any Bondholder in any such proceeding.

Section 12.21 . Right of Bondholders to receive payment . Notwithstanding any other provision of this Indenture, the right of any holder of any Bond to receive payment of the principal of, premium, if any, and interest, if any, on such Bond, on or after the respective due dates expressed in such Bond, or to institute 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 12.22 . Waivers of past Defaults by holders of Bonds . The holders of not less than a majority in aggregate principal amount of Outstanding Bonds which would be affected by such waiver, and in case one or more series of Outstanding Bonds would be materially adversely affected by such waiver, the holders of not less than 60% in aggregate principal amount of the Outstanding Bonds of such series so affected (which need not include 60% of the aggregate principal amount of the Outstanding Bonds of each such series) may, on behalf of the holders of all Bonds so affected, waive any past Default and its consequences, except (a) a Default in the payment of the principal of or premium, if any, or interest on any Bond, (b) a Default arising from the creation of any Prior Lien, except Permissible Encumbrances, or (c) a Default in respect of a covenant or provision hereof which under Article XV cannot be modified or amended without the consent of the holder of each Outstanding Bond affected thereby. For the purposes of this Section 12.23 , Bonds shall be deemed to be materially adversely affected by such waiver

 

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if such waiver materially adversely affects or materially diminishes the rights of holders of such Bonds against the Company or against the Mortgaged Property. The Trustee may in reliance on an Opinion of Counsel determine whether or not, in accordance with the foregoing, Bonds of any particular series would be materially adversely affected by any such waiver and any such determination shall be conclusive upon the holders of Bonds of such series and all other series. Subject to Section 14.01 and Section 14.02 , the Trustee shall not be liable for any such determination made in good faith.

Section 12.23 . Waiver of Usury, Stay or Extension Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE XIII

E FFECT OF M ERGER , C ONSOLIDATION ,

C ONVEYANCE AND L EASE

Section 13.01 . Company may merge or consolidate if no impairment of Lien of the Mortgage and with assumption of obligations by successor . Nothing in this Indenture shall prevent any consolidation or merger of the Company with or into, or any conveyance, transfer or lease, subject to the Lien of the Mortgage, of all or substantially all of the Mortgaged Property to, any Person lawfully entitled to acquire, lease or operate the Mortgaged Property; provided , however , and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon terms which would fully preserve, and in no respect create any Prior Lien (other than Permissible Encumbrances) on, the Mortgaged Property, or impair the Lien or security of the Mortgage, or any of the rights or powers of the Trustee or the Bondholders under this Indenture or the Collateral Trustee under the Mortgage or the Collateral Trust Agreement; and provided further , that no such consolidation, merger, conveyance, transfer or lease shall be entered into or made by the Company with or to another Person which has outstanding, or which proposes to issue in connection with any such consolidation, merger, conveyance, transfer or lease, any obligations secured by a mortgage, pledge or other lien if as a result of such consolidation, merger, conveyance or lease any of the Mortgaged Property owned by the Company immediately prior thereto would be subjected to the lien of such mortgage, pledge or other lien, unless simultaneously therewith or prior thereto effective provision shall be made to establish the Lien of the Mortgage as superior to the lien of such mortgage, pledge, or other lien with respect to any of the Mortgaged Property then or thereafter acquired by the Company or such other Person, or covenanted to be subject to the Lien of the Mortgage; and provided further , that any such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a Default, and also by the purchaser of the Mortgaged Property so leased at any sale thereof under this Indenture, whether such sale is made under the power of sale conferred in this Indenture or judicial proceedings; and provided further , that, upon any such consolidation, merger, conveyance or

 

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transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the then Outstanding Bonds, the due and punctual payment of the principal of, and premium, if any, and interest on all such Bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture, the Mortgage and the Collateral Trust Agreement to be kept or performed by the Company shall be expressly assumed by a Supplemental Indenture, Supplemental Mortgage and an amendment to the Collateral Trust Agreement, as applicable, executed with the Collateral Trustee as applicable and, in the case of such Supplemental Mortgage, caused to be recorded by the Person formed by such consolidation or surviving such merger, or acquiring all or substantially all the Mortgaged Property, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the then Outstanding Bonds; provided , however , that in order to confirm of record the Lien of the Mortgage and to preserve and protect the rights of the Bondholders thereunder, if the successor does not enter a Supplemental Mortgage containing an express grant by the successor to the Collateral Trustee, as further security for all Bonds issued and to be issued hereunder and the outstanding Equal and Ratable Notes, of a first (subject only to liens affecting the property of the Company prior to such consolidation, merger, conveyance, transfer or lease) lien upon all its property then owned and which it may thereafter acquire (other than Excepted Property), then the successor:

(i) shall enter into a Supplemental Mortgage confirming the prior Lien of the Mortgage upon the Mortgaged Property and extending the Lien of the Mortgage as a first lien, or as a lien subject only to liens affecting the property of the Company prior to such consolidation, merger, conveyance, transfer or lease, to (A) all property which such successor shall thereafter acquire or construct which shall form an integral part of, or be essential to the use or operation of, any property then or thereafter subject to the Lien of the Mortgage, and (B) all renewals, replacements and additional property as may be purchased, constructed or otherwise acquired by such successor from and after the date of such consolidation, merger, conveyance, transfer or lease, as the case may be; and

(ii) shall enter a Supplemental Indenture containing covenants by such successor to maintain the Mortgaged Property in good repair, working order and condition as an operating system or systems and to comply with any covenant or condition of this Indenture to be kept or observed by the Company; and to keep the Mortgaged Property as far as practicable identifiable; and a stipulation that the Trustee and the Collateral Trustee shall not be taken impliedly to waive, by accepting or joining in the Supplemental Indenture, any rights each would otherwise have.

Section 13.02 . Upon merger or consolidation Indenture not to constitute lien upon certain properties . In the absence of an express grant by any successor, this Indenture and the Mortgage shall not by reason of any consolidation, merger, conveyance, transfer or lease or otherwise, constitute or become a lien upon, and the Mortgaged Property shall not include or comprise:

(i) any property or franchises owned prior to such consolidation, merger, conveyance, transfer or lease by any Person with or into which the Company or any successor may be consolidated or merged or to which the Company or any successor may make any such conveyance, transfer or lease, and which, prior to such consolidation, merger, conveyance, transfer or lease, were not subject to the Lien of the Mortgage; and

(ii) any property or franchises which may be purchased, constructed or otherwise acquired by any such successor after the date of any such consolidation, merger, conveyance, transfer or lease; excepting only the property referred to in Section 13.02(b)(i) which shall be and become subject to the Lien of the Mortgage, notwithstanding any such consolidation, merger, conveyance, transfer or lease.

 

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Section 13.03 . Right of successor . In case the Company, as permitted by Section 13.01 , shall be consolidated with or merged into any other Person or shall convey or transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged Property, the successor formed by such consolidation, or into which the Company shall have been merged, or which shall have received a conveyance or transfer as aforesaid, and upon executing with the Trustee the Supplemental Indenture and Supplemental Mortgage provided for in Section 13.01 and causing such Supplemental Mortgage to be recorded, shall succeed to and be substituted for the Company with the same effect as if such Person had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and, without in any way limiting or impairing by the enumeration of the following rights and powers the scope and intent of the foregoing, such Person thereafter may cause to be executed, authenticated and delivered, either it its own name or in the name of the Company, such Bonds as might have been executed, issued and delivered by the Company after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such Person in lieu of the Company, but subject to all the terms, conditions and restrictions prescribed in this Indenture concerning the authentication and delivery of Bonds, the Trustee shall authenticate and deliver any Bonds delivered to it for authentication which shall have been previously executed by the proper officers of the Company, and such Bonds as such Person shall thereafter, in accordance with this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such Person shall also have and may exercise, subject to all applicable terms, conditions and restrictions prescribed in this Indenture, the rights and powers of the Company as to withdrawal of cash and release of Mortgaged Property from the Lien of the Mortgage, which the Company might have exercised after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred. All of the Bonds so issued or delivered shall in all respects have the same legal right and security as the Bonds theretofore issued or delivered in accordance with the terms of this Indenture as though all of such Bonds had been authenticated and delivered at the date of the execution of this Indenture. As a condition precedent to the execution by such Person and the authentication and delivery by the Trustee of any such Bonds, the withdrawal of cash or the release of Mortgaged Property from the Lien of the Mortgage, under any provision of this Indenture on the basis of Bondable Property acquired, made or constructed by such Person, the Supplemental Mortgage provided for in Section 13.01 , or a subsequent Supplemental Mortgage, shall contain a conveyance or transfer and mortgage in terms sufficient to subject such property to the Lien of the Mortgage; and provided further that the lien created thereby and the lien thereon shall have the same force, effect and standing as the Lien of the Mortgage would have if the Company was not consolidated with or merged into such other Person or did not convey or transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged Property, as aforesaid, to such Person, and would itself on or after the date of such consolidation, merger,

 

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conveyance or transfer, acquire or construct such property, and in respect thereof request the authentication and delivery of Bonds or the withdrawal of cash or the release of Mortgaged Property from the Lien of the Mortgage as provided in this Indenture.

Section 13.04 . Transfer of less than substantially all . Without limiting the generality of Section 13.01, if following a conveyance, transfer or lease by the Company of any part of the Mortgaged Property the Fair Value of the Mortgaged Property retained by the Company exceeds an amount equal to 10/7 (ten sevenths) of the sum of (x) the aggregate principal amount of Outstanding Bonds plus (y) the aggregate principal amount of outstanding Equal and Ratable Notes plus (z) the aggregate principal amount of outstanding Prior Lien Debt, then the part of the Mortgaged Property so conveyed, transferred or leased shall, in any event, be deemed not to constitute all or substantially all of the Mortgaged Property. Such Fair Value may be established by the delivery to the Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such Fair Value as of a date not more than ninety (90) days before or after such conveyance, transfer or lease. This Article XIII is not intended to limit the Company’s conveyances, transfers or leases of less than all or substantially all of the Mortgaged Property.

ARTICLE XIV

T HE T RUSTEE

Section 14.01 . Qualification of Trustee and acceptance of trust . (a) The Trustee shall at all times be a bank or trust company eligible under Section 7.04 and TIA Section 310(a) and have a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000). If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirement of any supervising or examining authority referred to in Section 7.04 , then for the purposes of this Section 14.01 and Section 7.04 the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) The Trustee hereby accepts the trust created by this Indenture. The Trustee and, if a separate or co-trustee is appointed pursuant to Section 14.15 , such separate or co-trustee, undertakes prior to Default, and after the curing of all Defaults which may have occurred, to perform such duties and only such duties as are specifically set forth in this Indenture, and in case of Default (which has not been cured) to exercise such of the rights and powers vested in it by this Indenture, and to 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. For purposes of this Section 14.01 and Section 14.02 , a Default shall be deemed cured when the act or omission or other event giving rise to such Default shall have been cured, remedied or terminated.

(c) The Trustee, upon receipt of evidence furnished to it by or on behalf of the Company pursuant to any provision of this Indenture, will examine such evidence to determine whether or not it conforms to the requirements of this Indenture.

Section 14.02 . Trustee rights and duty of care . (a) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to Default, and after the curing of all Defaults which may have occurred, the Trustee shall not be liable except for the performance of such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;

 

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(ii) prior to Default, and after the curing of all Defaults which may have occurred, and in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely upon certificates or opinions conforming to the requirements of this Indenture as to the truth of the statements and the correctness of the opinions expressed therein;

(iii) no Trustee which is a corporation shall be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of such Trustee unless it shall be proved that such Trustee was negligent in ascertaining pertinent facts and no Trustee who is an individual shall be liable for any error of judgment made in good faith by such individual unless it shall be proved that such individual was negligent in ascertaining the pertinent facts;

(iv) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(v) the Trustee may execute any of the trusts or powers or perform any duties under this Indenture either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney who is not, in either case, an employee of the Trustee, appointed with due care by it hereunder;

(vi) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Bondholders pursuant to this Indenture, unless such Bondholders shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction;

(vii) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(viii) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and

(ix) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

 

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(b) The provisions of this Section 14.02 which have been made specifically applicable to the Trustee shall apply to the Trustee and, if a separate or co-trustee is appointed pursuant to Section 14.15 , to any separate or co-trustee.

Section 14.03 . Recitals deemed made by Company . The recitals in this Indenture and in the Bonds (except the authentication certificate of the Trustee) shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of such statements. The Trustee makes no representations as to the condition, genuineness, validity or value of the Mortgaged Property or any part thereof, or as to the title of the Company thereto, or as to the validity or adequacy of the security afforded thereby and hereby, or as to the validity of this Indenture or of the Bonds issued hereunder. The Trustee shall be under no responsibility or duty with respect to the disposition of any Bonds authenticated and delivered hereunder or the application of the proceeds thereof or the application of any moneys paid to the Company under any provision hereof.

Section 14.04 . Trustee not liable for debts from operation of Mortgaged Property; Trustee may own Bonds . (a) The Trustee and any separate or co-trustee shall not be liable in case of entry by it or the Collateral Trustee upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of Mortgaged Property.

(b) The Trustee, any Paying Agent, Bond registrar, or Authenticating Agent, in its individual or any other capacity, may become the holder, owner or pledgee of Bonds and, subject to Section 14.11 and Section 14.12 , may otherwise deal with the Company with the same rights the Trustee would have if it were not Trustee, Paying Agent, bond registrar or authenticating agent.

Section 14.05 . Trustee may give notices incidental to action by it . Whenever it is provided in this Indenture that the Trustee shall take any action upon the happening of a specified event or upon the fulfillment of any condition or upon the request of the Company or of Bondholders, the Trustee taking such action shall have full power to give any and all notices and to do any and all acts and things incidental to such action.

Section 14.06 . [ Reserved. ]

Section 14.07 . Trustee may rely on certificates and may consult counsel; responsibility in selection of experts . To the extent permitted by Section 14.01 and Section 14.02 :

(a) the Trustee may conclusively rely and shall be fully protected in acting upon any Accountant’s Certificate, Appraiser’s Certificate, Officers’ Certificate, Engineer’s Certificate, Company Order, Opinion of Counsel, Board resolution, certificate, opinion, notice, demand, request, waiver, consent, order, appraisal, report, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; and any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Company Order, Board resolution or other written order;

 

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(b) the Trustee may consult with counsel, who may be counsel to the Company, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with the opinion of such counsel;

(c) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation; and

(d) the Trustee shall not have any responsibility for the selection, appointment or approval by the Company of any expert for any purpose expressed in this Indenture.

Section 14.08 . Trustee not required to expend its own funds . No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it.

Section 14.09 . Compensation and indemnification of Trustee; lien therefor . (a) The Company shall pay to the Trustee from time to time, and the Trustee shall be entitled to receive from the Company, reasonable compensation for all services rendered by the Trustee in its execution of the trusts created by this Indenture and in its exercise and performance of any of the powers and duties of the Trustee hereunder, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and the Company shall reimburse the Trustee for all appropriate advances made by the Trustee and shall reimburse to the Trustee from time to time its expenses and disbursements (including the reasonable compensation and the expenses and disbursements of all persons not regularly in its employ and of its counsel) except to the extent that such expenses and disbursements are determined to have been caused by the negligence or willful misconduct of the Trustee. The Company also covenants to indemnify the Trustee for, and to defend and hold it harmless against, any loss, liability or expense (including the reasonable compensation and expenses and disbursements of all persons not regularly in its employ and of its counsel), arising out of or in connection with the acceptance or administration of the trust created by this Indenture and the performance of its duties hereunder, including the costs and expenses of defending against any claim of liability in the premises, except to the extent that such expenses and disbursements are determined to have been caused by the negligence or willful misconduct of the Trustee. To secure the performance of the obligations of the Company under this Section 14.09 , the Trustee shall have (in addition to any other rights under this Indenture) a lien prior to that of the Bondholders upon the Mortgaged Property, including all Mortgaged Property and funds held or collected by the Trustee. “Trustee” for purposes of this Section 14.09(a) shall include any predecessor Trustee, but the negligence or willful misconduct of any Trustee shall not affect the indemnification of any other Trustee.

 

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(b) If, and to the extent that, the Trustee and its counsel and other persons not regularly in its employ do not receive compensation for services rendered, reimbursement of its or their advances, expenses and disbursements, or indemnity, as provided in Section 14.09(a) , as the result of allowances made in any reorganization, bankruptcy, receivership, liquidation or other proceeding or by any plan of reorganization or readjustment of obligations of the Company, the Trustee shall be entitled, in priority to the Bondholders, to receive any distribution of any securities, dividends or other disbursements which would otherwise be made to the Bondholders in any such proceeding or proceedings and the Trustee is hereby authorized to collect and receive such distributions, dividends or other disbursements, to deduct therefrom the amounts due to the Trustee, its counsel and other persons not regularly in its employ on account of services rendered, advances, expenses and disbursements made or incurred, or indemnity, and to pay and distribute the balance, pro rata, to the Bondholders. The Trustee shall have a lien upon any securities or other consideration to which the Bondholders may become entitled pursuant to any such plan of reorganization or readjustment of obligations, or in any such proceeding or proceedings.

(c) The benefits of this Section 14.09 shall survive the termination of this Indenture, the payment of the Bonds and the resignation or removal of the Trustee.

Section 14.10 . Trustee may rely on facts established by Officers’ Certificate . Whenever in the administration of the trusts created by this Indenture, prior to a Default, or after the curing of Default, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may to the extent permitted by Sections 14.01 and 14.02 be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate shall be full warrant to the Trustee for any action taken by it under this Indenture in reliance hereon.

Section 14.11 . Action to be taken by Trustee which becomes creditor of Company . The Trustee will comply with TIA Section 311(a) , excluding any creditor relationship listed in TIA Section 311(b) . A trustee which has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Section 14.12 . Action to be taken by Trustee acquiring conflicting interest . The Trustee will comply with TIA Section 310(b) ; provided , however , that each series of Bonds with respect to each other series of Bonds shall be excluded from the requirements of TIA Section 310(b)(1) pursuant to the proviso to TIA Section 310(b)(1) .

Section 14.13 . Resignation or removal of Trustee . (a) The Trustee may at any time resign and be discharged of the trusts created by this Indenture by giving written notice to the Company specifying the day upon which such resignation shall take effect, and such resignation shall take effect upon the day specified in such notice unless previously a successor trustee shall have been appointed by the Bondholders or the Company in the manner provided in Section 14.14 , and in such event such resignation shall take effect immediately on the appointment of such successor trustee. This Section 14.13 shall not be applicable to resignations pursuant to TIA Section 310(b) .

 

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(b) Any Trustee may be removed at any time by an instrument or concurrent instruments in writing filed with such Trustee and signed and acknowledged by the holders of not less than a majority in aggregate principal amount of the then Outstanding Bonds or by their attorneys in fact duly authorized.

(c) In case at any time the Trustee shall cease to be eligible in accordance with Section 7.04 or Section 14.01 , then the Trustee so ceasing to be eligible shall resign immediately in the manner and with the effect provided in this Section 14.13 ; and in the event that it does not resign immediately in such case, then it may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee so ceasing to be eligible and either (i) signed by an Authorized Executive Officer attested to by the Secretary or an Assistant Secretary of the Company or (ii) signed and acknowledged by the holders of a majority in aggregate principal amount of Outstanding Bonds or by their attorneys in fact duly authorized.

(d) The resignation or removal of the Trustee shall not be effective until a successor Trustee which is eligible in accordance with Sections 7.04 and 14.01 and qualified in accordance with TIA Section 310(b) and Section 14.12 , shall have been appointed and accepted such appointment in a writing delivered to the Company and the predecessor Trustee.

Section 14.14 . Appointment of successor Trustee . (a) In case at any time the Trustee shall resign or shall be removed or shall become adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, or a vacancy shall be deemed to exist in the office of the Trustee for any other reason, the Company, by a Board resolution, shall promptly appoint a successor trustee. Within one (1) year after such resignation, removal, adjudication, appointment or taking, or the occurrence of such vacancy, a successor Trustee may be appointed by the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds, and the successor trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor trustee and supersede the successor trustee appointed by the Company or by such receiver or trustee.

(b) The Company shall give notice of any appointment of a successor Trustee made by it or by Bondholders in the manner provided in Section 14.13(a) .

(c) If no appointment of a successor Trustee shall be made pursuant to Section 14.14(a) within six (6) months after a vacancy shall have occurred in the office of Trustee, any Bondholder or any resigning Trustee may at the expense of the Company apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

(d) If any Trustee resigns because of a conflict of interest as provided in TIA Section 310(b) and a successor Trustee has not been appointed by the Company or the Bondholders or, if appointed, has not accepted the appointment, within thirty (30) days after the date of such resignation, the resigning Trustee may at the expense of the Company apply to any court of competent jurisdiction for the appointment of a successor trustee.

 

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(e) Any Trustee appointed under this Section 14.14 as successor Trustee shall be a bank or trust company eligible under Section 7.04 and Section 14.01 and qualified under Section 14.12 .

Section 14.15 . Appointment of additional trustees or co-trustees; notice by Bondholders to Trustee, notice to all trustees; contents, filing, etc. of instrument appointing trustee . (a) At any time or times, for the purpose of conforming to any legal requirements, restrictions or conditions in any State or jurisdiction in which any Mortgaged Property may be located, the Company and the Trustee shall have the power to appoint, and, upon the request of the Trustee, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee, either to act as separate trustee or trustees, or co-trustee or co-trustees jointly with the Trustee, of all or any of the Mortgaged Property. In the event that the Company shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, the Trustee alone shall have the power to make such appointment.

(b) Every separate trustee, every co-trustee and every successor trustee, other than any trustee which may be appointed as successor to the original Trustee, shall, to the extent permitted by law, but to such extent only, be appointed subject to the following provisions and conditions:

(i) the rights, powers, duties and obligations conferred or imposed upon trustees hereunder or any of them shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;

(ii) the Bonds shall be authenticated and delivered, and all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all Bonds and other securities and of all cash pledged or deposited hereunder, shall be exercised solely by the original Trustee or its successors in the trust hereunder; and

(iii) the Company and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any separate trustee or co-trustee appointed under this Section 14.15 or otherwise, and, upon the request of the Trustee, the Company shall, for such purpose, join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal. In the event that the Company shall not have joined in such action within fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have power to accept such resignation or to remove such separate trustee or co-trustee. A successor to any separate trustee or co-trustee so resigned or removed may be appointed in the manner provided in this Section 14.15 .

 

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(c) No Trustee shall be liable by reason of any act or omission of any other trustee hereunder.

(d) Any notice, request or other writing, by or on behalf of the Bondholders delivered to the original Trustee, or its successor in the trust hereunder, shall be deemed to have been delivered to all of the then trustees or co-trustees as effectually as if delivered to each of them. Every instrument appointing any trustee or trustees other than a successor to the original Trustee shall refer to this Indenture and the conditions expressed in this Article XIV and upon the acceptance in writing of such appointment, such trustee or trustees, or co-trustee or co-trustees, shall be vested with the estates or property specified in such instrument, either jointly with the original Trustee, its successor, or separately, as may be provided in such instrument subject to all the trusts, conditions, and provisions of this Indenture; and every such instrument shall be filed with the original Trustee or its successor in the trust hereunder. Any separate trustee or trustees, or any co-trustee or co-trustees, may at any time by an instrument in writing constitute and appoint the original Trustee or its successor in the trust hereunder the agent or attorney in fact for such trustee, with full power and authority, to the extent which may be permitted by law, to do any and all acts and things and exercise any and all discretion authorized or permitted by such trustee, for and on behalf of such trustee, and in the name of such trustee. In case any separate trustee or trustees or co-trustee or co-trustees, or a successor to any of them, shall die, become incapable of acting, resign or be removed, all the estates, property, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the original Trustee or its successor in the trust hereunder, without the appointment of a new trustee as successor to such separate trustee or co-trustee.

Section 14.16 . Acceptance by successor trustee; requirements of predecessor Trustee upon retiring . Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the predecessor trustee, and also to the Company, an instrument accepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named as trustee herein; but the trustee ceasing to act shall nevertheless, on the written request of the Company, or of the successor trustee, or of the holders of not less than 10% in aggregate principal amount of the then Outstanding Bonds, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor trustee all the right, title and interest of the trustee to which such trustee succeeds in such rights, powers, trusts, duties and obligations, and the trustee ceasing to act shall also, upon like request, pay over, assign and deliver to the successor trustee any money or any pledged securities which may then be in the possession of such trustee. If any deed, conveyance or instrument in writing from the Company is required by the new trustee for more fully and certainly vesting in and confirming to such new trustee such estates, properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Company.

 

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Section 14.17 . Merger or consolidation of Trustee . Any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation in which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, provided such corporation shall be eligible under Section 7.04 and Section 14.01 and qualified under Section 14.12 , shall be the successor trustee under this Indenture, without the execution or filing of any instrument or the performance of any further act on the part of the Company or any other trustee hereunder, anything herein to the contrary notwithstanding. In case any of the Bonds contemplated to be issued hereunder shall have been authenticated but not delivered, any such successor to the Trustee may, subject to the same terms and conditions as though such successor had itself authenticated such Bonds, adopt the certificate of authentication of the original Trustee or of any successor to it as trustee hereunder, and deliver such Bonds so authenticated; and in case any of such Bonds shall not have been authenticated, any successor to the Trustee may authenticate such Bonds either in the name of any predecessor trustee or in the name of the successor trustee, and in all such cases such certificate shall have the same full force which the certificate of the Trustee shall have; provided , however , that the right to authenticate Bonds in the name of the original Trustee shall apply only to its successor or successors by merger or consolidation or sale as aforesaid.

Section 14.18 . [ Reserved. ]

Section 14.19 . Appointment of Authenticating Agent . (a) The Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or more series, which shall be authorized to act on behalf of the Trustee to authenticate Bonds of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09 , and Bonds so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Bonds by the Trustee or the certificate of authentication of the Trustee, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.

(b) Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America or of a State, authorized under such laws to act as authenticating agent, having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000), and being subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to in Section 7.04 , then for the purposes of this Section 14.19 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with this Section 14.19(b) , such Authenticating Agent shall resign immediately in the matter and with the effect specified in Section 14.19(d) .

(c) Any corporation into which any Authenticating Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to

 

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which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall become the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

(d) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of such termination to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with Section 14.19(b) , the Trustee promptly shall appoint a successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible in accordance with Section 14.19(b) .

(e) Each Authenticating Agent by the acceptance of its appointment shall be deemed to have agreed with the Company and the Trustee that: it will timely perform and carry out the duties of an Authenticating Agent as herein set forth, including among other things, the duty to authenticate and deliver Bonds when presented to it in connection with the original issuance, exchange or registration of transfer or partial redemptions of Bonds; it will furnish from time to time as requested by the Company or the Trustee appropriate records of all transactions carried out by it as Authenticating Agent and will furnish to the Company or the Trustee such other information and reports as the Company or the Trustee may reasonably require; it is eligible for appointment as Authenticating Agent and will notify the Company and the Trustee promptly if it shall cease to be so eligible; it will indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will defend any claims asserted against the Trustee by reason of any acts or failures to act of the Authenticating Agent, but it shall have no liability for any action taken by it at the specific direction of the Trustee.

(f) The Company agrees to pay to the Authenticating Agent from time to time reasonable compensation for its services.

ARTICLE XV

S UPPLEMENTAL I NDENTURES AND S UPPLEMENTAL M ORTGAGES

Section 15.01 . Provision for Supplemental Indentures, Supplemental Mortgages and amended Collateral Trust Agreement . Without the consent of any Bondholder, (i) the Trustee and the Company, when authorized by a Board resolution, from time to time and at any time, may enter into Supplemental Indentures hereto which shall thereafter form a part hereof, (ii) the Company, when authorized by a Board resolution, from time to time and at any time, may enter into Supplemental Mortgages to the Mortgage which shall thereafter form a part thereof and/or (iii) the Trustee, as requested by the Company, may direct the Collateral Trustee to enter into an amendment with the Company to the Collateral Trust Agreement or consent to any Supplemental Mortgage entered into by the Company; in each case for any one or more of the following purposes, as applicable:

(a) to amplify or correct the description of any property conveyed or pledged or intended so to be by the Mortgage, or to convey, transfer and assign to the Collateral Trustee and to subject to the Lien of the Mortgage with the same force and effect as if included in the granting clause hereof, additional property and franchises, together with such other provisions as may be appropriate to express the respective rights of the Collateral Trustee and the Company in regard thereto;

 

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(b) to grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto the Collateral Trustee, and to specifically subject to the Lien of the Mortgage, any Excepted Property, including property, rights and interests in all real and personal property then owned and thereafter acquired by the Company which is (i) outside the State of Iowa and an integral part of or used or to be used as an integral part of the electric generating, transmission and distribution operations of the Company in or outside of the State of Iowa, or (ii) is an integral part of or used or to be used as an integral part of the gas distribution operations of the Company either in the State of Iowa or wherever located in or outside of the State of Iowa, and such Supplemental Mortgage shall specifically describe all such property which is then owned by the Company; and all of such property then owned and thereafter acquired by the Company shall cease to be Excepted Property and shall be Mortgaged Property or all purposes of this Indenture;

(c) to close this Indenture against the issue of additional Bonds or to add limitations on the amount, terms, provisions, authentication, delivery, issue and purposes of the issue of Bonds under this Indenture;

(d) to establish and create one or more series of Bonds and to specify certain terms of such series of Bonds, which terms may include, but are not limited to, those set forth in Section 2.01(c) , all in a manner not inconsistent with the provisions of this Indenture;

(e) to provide for alternative methods or forms for evidencing and recording the ownership of Bonds and matters related thereto;

(f) to reflect changes in Generally Accepted Accounting Principles;

(g) to comply with the rules or regulations of any national securities exchange on which any of the Bonds may be listed;

(h) to modify the provisions of this Indenture to such extent as shall be necessary to continue the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted;

(i) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor corporation of the covenants and obligations of the Company under this Indenture, the Mortgage and the Collateral Trust Agreement; to evidence the succession of a new trustee to any trustee hereunder; or to evidence the appointment and the terms of such appointment of any co-trustee or separate trustee appointed pursuant to Section 14.15 ;

 

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(j) to change, alter, modify, vary or eliminate any of the terms, provisions, restrictions or conditions of this Indenture; provided , however , that if any such change, alteration, modification, variation or elimination made in a Supplemental Indenture pursuant to this Section 15.01(j) would materially adversely affect the rights of the holders of any then Outstanding Bonds against the Company or its property, then such change, alteration, modification, variation or elimination shall be expressly stated in such Supplemental Indenture to become effective only as to Bonds issued thereafter;

(k) to make such provision in regard to matters or questions arising under this Indenture or the Mortgage as may be necessary or desirable and not inconsistent with this Indenture or the Mortgage or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision contained in this Indenture, any Supplemental Indenture, the Mortgage or any Supplemental Mortgage, or for any other purpose not inconsistent with this Indenture or the Mortgage and which will not materially impair the security of this Indenture or the Mortgage or materially adversely affect the Outstanding Bonds; and

(l) in the case of the Collateral Trust Agreement, for the purposes provided in, and in accordance with, Section 8.05(c) , and in the case of the Mortgage, to make changes corresponding to changes permitted to be made in the Collateral Trust Agreement by clauses (iii) through (vii) of Section 8.05(c) .

Section 15.02 . Requirements for Supplemental Indentures and Supplemental Mortgages . (a) With the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds which would be affected by the action to be taken, and in case one or more of the series of Outstanding Bonds would be materially adversely affected by the action to be taken, with the consent of the holders of not less than 60% in aggregate principal amount of the Outstanding Bonds of such series so affected (which need not include 60% of the aggregate principal amount of the Outstanding Bonds of each such series), the Company, when authorized by a Board resolution, and the Trustee, may from time to time and at any time, enter into a Supplemental Indenture or the Trustee may instruct the Collateral Trustee to enter into or consent to a Supplemental Mortgage or enter into an amendment to the Collateral Trust Agreement, for the purpose of adding any provision to, or changing in any manner or eliminating any provision of, this Indenture, the Mortgage, any Supplemental Indenture, any Supplemental Mortgage or the Collateral Trust Agreement, as applicable or of modifying in any manner the rights of the holders of Bonds; provided , however , that anything in this Section 15.02 to the contrary notwithstanding, no such Supplemental Indenture or Supplemental Mortgage shall, without the consent of the holder of each Outstanding Bond affected thereby, (i) extend the fixed maturity of any Bonds, change any terms of any sinking, improvement, maintenance, replacement or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to Article XII , limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of, or premium, if any, or interest, if any, on such Bonds in accordance with the terms of such Bonds, or (ii) reduce the aforesaid percentage of Outstanding Bonds, the

 

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holders of which are required to consent to any such Supplemental Indenture or Supplemental Mortgage, or (iii) permit the creation by the Company of any Prior Lien (but no merger or consolidation permitted by Section 13.01 of the Company with any other Person owning property which is subject to a Prior Lien, shall be deemed to be the creation of any Prior Lien). For the purposes of this Section 15.02 and Sections 15.01(j) and 15.01(k) , Bonds shall be deemed to be materially adversely affected by a Supplemental Indenture or Supplemental Mortgage, as applicable, if such Supplemental Indenture or Supplemental Mortgage, as applicable, materially adversely affects or materially diminishes the rights of holders of such Bonds against the Company or against its property. The Trustee may in reliance on an Opinion of Counsel determine whether or not, in accordance with the foregoing, Bonds of any particular series would be materially adversely affected by any Supplemental Indenture or Supplemental Mortgage and any such determination shall be conclusive upon the holders of Bonds of such series and all other series. Subject to Section 14.01 and Section 14.02 , the Trustee shall not be liable for any such determination made in good faith.

(b) Upon the request of the Company, accompanied by a copy of a Board resolution authorizing the execution of any such Supplemental Indenture or Supplemental Mortgage, and upon the filing with the Trustee of evidence of the consent of Bondholders as aforesaid, the Trustee shall join with the Company in the execution of such Supplemental Indenture and/or instruct the Collateral Trustee to join with the Company in the execution of, or consent to, such Supplemental Mortgage, or the execution of such amendment to the Collateral Agency Agreement, as applicable.

(c) It shall not be necessary for the consent of the Bondholders under this Section 15.02 to approve the particular form of any proposed Supplemental Indenture or Supplemental Mortgage or amendment to the Collateral Trust Agreement, but it shall be sufficient if such consent shall approve the substance thereof.

Section 15.03 . Execution of Supplemental Indentures . In executing, or accepting the additional trusts created by, any Supplemental Indenture or Supplemental Mortgage or amendment to the Collateral Trust Agreement permitted by this Article XV or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 14.01 , shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture, Supplemental Indenture or amendment to the Collateral Trust Agreement is authorized or permitted by this Indenture. The Trustee may, but shall not, except to the extent required in the case of a Supplemental Indenture entered into under Section 14.01(b) , 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 15.04 . Effect of Supplemental Indentures . Upon the execution of any Supplemental Indenture under this Article XV , this Indenture shall be modified in accordance therewith and such Supplemental Indenture shall form a part of this Indenture for all purposes; and every holder of Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

 

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Section 15.05 . Conformity with Trust Indenture Act . Every Supplemental Indenture executed pursuant to this Article XV shall conform to the requirements of the TIA as then in effect if this Indenture shall then be qualified under the TIA.

Section 15.06 . Reference in Bonds to Supplemental Indentures . Bonds authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article XV may, and if required by the Trustee shall, bear a notation in a form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Company shall so determine, new Bonds so modified as to conform, in the opinion of the Trustee and the Company, to any such Supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

ARTICLE XVI

M EETINGS OF B ONDHOLDERS

Section 16.01 . Manner of calling meetings and determination of Bonds affected . (a) The Trustee shall on request of the Company pursuant to a Board resolution or upon written request of the holders of not less than a majority in aggregate principal amount of Outstanding Bonds call a meeting of Bondholders to be held at such time and at such place in either the Borough of Manhattan, the City and State of New York, or the city in which the principal office of the Trustee or the city in which the principal office of the Company is located, as the Trustee shall determine. Notice of every meeting of Bondholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and specifying each series of Bonds which would be affected by the proposed action, shall be mailed not less than twenty-one (21) or more than one hundred eighty (180) days before such meeting (i) to each holder as of a record date not more than fifteen (15) days prior to the date of such mailing of Bonds which would be affected by the action proposed to be taken at the meeting and then Outstanding, addressed to such holder at the address appearing on the Bond register maintained pursuant to Section 2.06 , (ii) to all Bondholders whose names and addresses are preserved at the time by the Trustee, as provided in TIA Section 312(a) , (iii) to the Trustee at the address provided in Section 21.03 , or at such other place as may be designated by the Trustee from time to time, and (iv) to the Company at the address provided in Section 21.03 , or at such other place as may be designated by the Company from time to time; provided , however , that the mailing of such notice to any Bondholder shall in no case be a condition precedent to the validity of any action taken at such meeting.

(b) The Trustee may in its discretion determine whether or not Bonds of any particular series would be affected by action proposed to be taken at a meeting, and if such action is a waiver of a past Default as provided in Section 12.24 or the authorization of a Supplemental Indenture or Supplemental Mortgage as provided in Section 15.02 , whether or not the holders of such Bonds would be materially adversely affected, and any such determination shall be conclusive upon the holders of Bonds of such series and all other series. Subject to Section 14.01 , Section 14.02 and Section 14.07 , the Trustee shall not be liable for any such determination made in good faith.

 

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Section 16.02 . Calling of meetings by Company or Bondholders . In case at any time the Company, pursuant to a Board resolution, or the holders of not less than a majority in aggregate principal amount of the Outstanding Bonds which would be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Bondholders, by written request setting forth in general terms the action proposed to be taken at such meeting, and the Trustee shall not have made the first publication of the notice of such meeting or mailed the notice of such meeting, if publication need not be made, within twenty (20) days after receipt of such request, then the Company or the holders of Bonds in the amount above specified may determine the time and place in the Borough of Manhattan, the City and State of New York, or in the city in which the principal office of the Trustee or the city in which the principal office of the Company is located, for such meeting and may call such meeting by giving notice thereof as provided in Section 16.01 .

Section 16.03 . Persons entitled to vote at meeting . To be entitled to vote at any meeting of Bondholders a Person shall: (a) be a holder of one or more Bonds of such a series; or (b) be the holder of a certificate (with respect to one or more Bonds of such a series) then in effect and satisfactory to the Trustee issued pursuant to Section 20.01 ; or (c) be a Person appointed by an instrument in writing as a proxy for such a holder or holders of Bonds of such a series or for a holder of such a certificate, provided that no Person who holds a Bond which is excluded in the determination of the requisite amount concurring in any action as set forth in Section 20.03 shall be permitted to vote. The only Persons who shall be entitled to be present or to speak at any meeting of Bondholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel, and any representatives of the Company and its counsel.

Section 16.04 . Conduct of meetings; procedures . (a) Notwithstanding any other provision of this Indenture, the Trustee on its own initiative or on request of the Company may, or upon request of the holders of a majority in aggregate principal amount of the Outstanding Bonds shall, from time to time, make such reasonable procedures, and may vary such procedures, as it may deem advisable for any meeting of Bondholders, in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidences of the right to vote, and, except as otherwise provided in this Section 16.04 and in Section 16.05 , such other matters concerning the conduct of the meeting as the Trustee may deem advisable. Except as otherwise permitted or required by any such procedures, the holding of Bonds shall be proved in the manner specified in Section 20.01 and the appointment of any proxy shall be proved in the manner specified in Section 20.01 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank, banker or other depository authorized by Section 20.01 to certify to the holding of Bonds which are transferable by delivery.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Bondholders as provided in Section 16.02 , in which case the Company or the Bondholders calling the meeting, as the case may be, shall in a similar manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in aggregate principal amount of the Outstanding Bonds represented at the meeting and entitled to vote.

 

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(c) Subject to Section 20.03 , upon the submission of any resolution at any meeting, each Bondholder or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Bonds held by such Bondholder or by the Bondholders represented by such proxy, as the case may be, the holders of which are entitled by this Article XVI to vote; provided , however , that no vote shall be cast or counted at any meeting in respect of any Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Bonds held by such chairman or instruments in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Bondholders. Any meeting of Bondholders duly called pursuant Section 16.01 or Section 16.02 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

Section 16.05. Manner of voting . (a) The vote upon any action proposed to be taken at such meeting, which action shall be submitted to the meeting in the form of a resolution, shall be by written ballots on which shall be subscribed the signatures of the holders of Outstanding Bonds or their representatives by proxy and the serial number or numbers of the Outstanding Bonds held or represented by them. The chairman of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Bondholders shall be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts, setting forth a copy of the notice of the meeting. The record shall show the serial numbers and principal amounts of the Outstanding Bonds voting in favor of any resolution submitted in accordance with Article XVI . The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one (1) of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

(b) Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 16.06 . Rights of Trustee or Bondholders not to be hindered or delayed . Nothing in this Article XVI contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Bondholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Bondholders under any provision of this Indenture or of the Outstanding Bonds.

Section 16.07 . Action by written consent . Any action which may be taken at a meeting of Bondholders, including the authorization of a Supplemental Indenture or Supplemental Mortgage as provided in Section 15.02(a) , may be taken without a meeting, without prior notice and without a vote, if such action is consented to in writing (evidenced as provided in Article XX ) by the holders of Outstanding Bonds holding not less than the minimum aggregate principal amount of Outstanding Bonds which is necessary to authorize or take such action at a meeting of Bondholders.

 

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ARTICLE XVII

B ONDHOLDER L ISTS AND R EPORTS BY THE C OMPANY

AND THE T RUSTEE

Section 17.01 . Company to furnish Bondholder lists . The Company shall, so long as any Bonds are Outstanding under this Indenture, furnish or cause to be furnished to the Trustee not later than June 30 and December 31 in each year, and at such other times as the Trustee may request in writing, the information required by TIA Section 312(a) (as of a date not more than fifteen (15) days prior to the date such information is furnished), which the Trustee shall preserve in as current a form as is reasonably practicable; provided that no such information need be furnished so long as the Trustee is Bond registrar pursuant to Section 2.06 . The Trustee will also comply with TIA Section 312(b) , but the Trustee, the Company and each person acting on behalf of the Trustee or the Company shall have the protection of TIA Section 312(c) .

Section 17.02 . Company to comply with TIA Section 314 . The Company shall file with the Trustee, within fifteen (15) days after it files the same with the Securities and Exchange Commission, copies of the reports, information and documents (or portions thereof) required to be so filed pursuant to pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. The Company shall be deemed to have complied with the previous sentence to the extent that such information, documents and reports are filed with the Commission via EDGAR (or any successor electronic delivery procedure). The Company shall also comply with the other provisions of TIA Section 314(a)(1)-(3) .

Section 17.03 . Trustee reports to Bondholders and compliance with TIA Section 313 . The Trustee shall (a) transmit within sixty (60) days after May 15 in each year, beginning with the year 2014, to the Bondholders specified in TIA Section 313(c) and to the Securities and Exchange Commission, a brief report dated as of such May 15th and complying with the requirements of TIA Section 313(a) , but no such report shall be required if no event described in TIA Section 313(a) shall have occurred during the twelve (12) month period ended on such May 15th, and (b) comply with the other provisions of TIA Section 313 .

Section 17.04 . Company reports to Trustee regarding ordinary course disposition . In the case of transactions permitted by Section 10.02 hereof, the Company shall deliver to the Trustee, within fifteen (15) days after the end of each of the six-month periods ended on June 30 and December 31 in each year, an Officers’ Certificate to the effect that all transactions effected pursuant to Section 10.02 hereof during the preceding six-month period were made in the ordinary course of business and that all proceeds therefrom were used by the Company as permitted herein.

ARTICLE XVIII

D EFEASANCE

Section 18.01 . Effect of payment of indebtedness; deposit of money or Eligible Obligations in certain instances deemed payment . (a) The Trustee may, and upon request of the Company shall, cause the Collateral Trustee to satisfy and discharge the Lien of the Mortgage

 

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and execute and deliver to the Company upon its written request such deeds and instruments as shall be required to discharge the Lien of the Mortgage, and reconvey and transfer to the Company the Mortgaged Property, whenever all Bonds have become Retired Bonds, and thereupon the Bondholders shall have no rights under this Indenture except to payment of principal of, premium, if any, and interest, if any, on their Bonds.

(b) Notwithstanding the satisfaction and discharge of this Indenture, the Trustee shall have an unsecured right to receive compensation and reimbursement of expenses pursuant to Section 14.09 through the date of such satisfaction and discharge, and to charge and be reimbursed by the Company for any reasonable expenditures and liabilities (incurred in good faith and without negligence by the Trustee) which it may thereafter incur.

(c) Bonds for the payment of which at their stated maturity within one (1) year and Bonds for the redemption of which within one (1) year, moneys in the necessary amount and/or Eligible Obligations in an amount which, taking into account any reinvestment and proceeds thereof, will, in the opinion of an Accountant as certified to the Trustee in an Accountant’s Certificate, provide moneys which, together with the moneys, if any, deposited with or held by the Trustee, shall be sufficient to pay when due the principal of, premium, if any, and interest, if any, due and to become due on such Bonds on the redemption or maturity date thereof and on any interest payment dates thereof, as the case may be, shall have been set apart by or deposited with the Trustee, with irrevocable direction to apply the same to such payment, subject to Section 18.02 (with or without any additional right given to the Bondholders to surrender their Bonds or obtain therefrom payment therefor prior to such redemption or maturity date) shall for all purposes under this Indenture, including satisfying the Lien of the Mortgage, be deemed to have been paid; provided that in case of redemption the notice of such redemption shall have been given or arrangements shall have been made to the satisfaction of the Trustee that such notice will be given.

Section 18.02 . Unclaimed moneys . In case any moneys deposited with the Trustee or any Paying Agent or proceeds of the investment in or sale of Eligible Obligations held in trust for the payment of the principal of, premium, if any, or interest on any Bond remain unclaimed for two (2) years after such principal, premium, if any, or interest has become due and payable, the Trustee or such Paying Agent shall so advise the Company and shall pay over to or upon the written order of the Company such moneys, and thereupon the Trustee or such Paying Agent shall be released from any and all further liability with respect to the payment of principal of or premium, if any, or interest on such Bond, and the holder of such Bond shall be entitled (subject to any applicable statute of limitations) as an unsecured creditor to seek the payment thereof from the Company.

ARTICLE XIX

I MMUNITY OF I NCORPORATORS , S UBSCRIBERS TO THE C APITAL

S TOCK , S HAREHOLDERS , O FFICERS AND D IRECTORS

Section 19.01 . General provision . No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any Supplemental Indenture, or in any Bond or because of the creation of any indebtedness hereby secured, shall be had against any incorporator

 

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or any past, present or future subscriber to the capital stock, shareholder, officer, director, agent or representative of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of law, statute or constitution or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured, are solely corporate obligations, and that no such personal liability shall attach to, or be incurred by, such incorporators, subscribers to the capital stock, shareholders, officers, directors, agents or representatives of the Company or of any predecessor or successor corporation, or any of them, as such, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Bonds, or implied therefrom, and that any and all such personal liability of every name and nature, and any and all such rights and claims against every such incorporator, subscriber to the capital stock, shareholder, officer, director, agent or representative, as such, whether arising at common law or in equity, or created by rule of law, statute, constitution or otherwise, are expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Bonds secured hereby.

ARTICLE XX

E VIDENCE OF R IGHTS OF B ONDHOLDERS

AND O WNERSHIP OF B ONDS

Section 20.01 . Evidence of action by Bondholders . (a) Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of Outstanding Bonds may take any action (including the making of any demand or request, the giving of any notice or consent, or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Bondholders in person or by attorneys appointed in writing, or (ii) by the record of the Bondholders voting in favor thereof at any meeting of Bondholders duly called and held in accordance with Article XVI , or (iii) by a combination of such instrument or instruments and any such record of such a meeting of Bondholders.

(b) Proof of the execution of any such instrument, or of a writing appointing any such attorney, or of the holding by any Person of any Bonds shall be sufficient for any purpose of this Indenture (except as otherwise expressly provided) if made in the following manner:

(i) the fact and date of the execution by any Person of any instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in the jurisdiction in which such notary public or officer purports to act, that the Person signing such instrument or writing acknowledged to such notary public or officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary public or officer;

(ii) the amount of Bonds transferable by delivery, and the series and serial numbers thereof, held by any Person, and the date of such Person’s holding such Bonds,

 

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may be proved either by exhibiting such Bonds themselves or by a certificate executed by any trust company, bank, banker or other depositary wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with or exhibited to such trust company, bank, banker or other depositary, the Bonds described in such certificate. Each such certificate shall be dated and shall state that on the date thereof Bonds bearing a specified serial number or numbers were deposited with or exhibited to such trust company, bank, banker or other depositary by the Person named in such certificate. No such certificate shall continue to be effective if (A) a similar certificate bearing a later date issued in respect of the same Bond shall be produced, or (B) the Bond specified in such certificate (or Bonds issued in exchange or substitution for such Bond) shall be exhibited. The Trustee may nevertheless in its discretion require further proof of such holding of Bonds in cases where it deems such further proof desirable. The ownership of Bonds shall be proved by the Bond register of the Company maintained pursuant to Section 2.06 . The record of any Bondholders’ meeting shall be proved in the manner provided in Section 16.05 .

Section 20.02 . Inspection of Bonds . Neither the Company nor the Trustee shall be bound to recognize any Person as the holder of a Bond unless and until such Bond is submitted for inspection, if required, and the title of such Person to such Bond satisfactorily established, if disputed.

Section 20.03 . Bondholder may revoke consent . At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 20.01 , of the taking of any action by the holders of the percentage in aggregate principal amount of the Outstanding Bonds specified in this Indenture in connection with such action, any holder of an Outstanding Bond the serial number of which is shown by the evidence to be included in the Outstanding Bonds the holders of which have taken such action may, by filing written notice with the Trustee at its principal office and upon proof of such holding as provided in Section 20.01 , revoke such action so far as concerns such Bond. Except as aforesaid any such action taken by the holder of any Bond shall be conclusive and binding upon such holder and upon all future holders of such Bond (and any Bond issued in lieu thereof or exchanged therefor), irrespective of whether or not any notation of such action is made upon such Bond, and in any event any action taken by the holders of the percentage in aggregate principal amount of the Outstanding Bonds specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all of the Bonds.

ARTICLE XXI

M ISCELLANEOUS

Section 21.01 . Certificates, opinions, etc. . (a) Each certificate or opinion which is required by this Indenture to be delivered to the Trustee with respect to compliance with a condition or covenant contained in this Indenture shall include (i) a statement that the Person signing such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable

 

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such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not in the opinion of such Person such condition or covenant has been complied with.

(b) Every request or application by the Company for action by the Trustee shall be accompanied by an Officers’ Certificate and an Opinion of Counsel stating in each case that in the opinion of the Person signing such Officers’ Certificate or Opinion of Counsel the conditions precedent, if any, to such action, provided for in this Indenture (including any covenants the compliance with which constitutes a condition precedent to such action), have been complied with.

(c) The same officer or officers of the Company, or the same Engineer or counsel or other Person, as the case may be, need not certify to all the matters required to be certified under any Article or Section of this Indenture, but different officers, Engineers, counsel or other Persons may certify to different facts respectively.

Section 21.02 . Successors and assigns . Whenever any Person is referred to in this Indenture, such reference shall be deemed to include the successors or assigns of such Person, and all the covenants and agreements in this Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of the Company and the Trustee whether so expressed or not.

Section 21.03 . Notices to Trustee and Company . Any request, demand, authorization, direction, notice, consent, waiver or act of Bondholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Bondholder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Trustee at the following address (until another address is filed by the Trustee with the Company for the purpose of this Section 21.03 ):

The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Attention: Corporate Trust Administration

(b) the Company by the Trustee or by any Bondholder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company at the following address (until another address is filed by the Company with the Trustee for the purpose of this Section 21.03 ):

MidAmerican Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Attention: Corporate Secretary

(c) The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured

 

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electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 21.04 . Governing law . This Indenture and the Bonds shall be governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the TIA shall be applicable and except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Mortgage or exercise of remedies with respect to, such portion of the Mortgaged Property.

Section 21.05 . Waiver of jury trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE COMPANY AND TRUSTEE FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Section 21.06 . Conflict with TIA . If any provision of this Indenture limits, qualifies, or conflicts with another provision of this Indenture which is required to be included pursuant to any requirements of Sections 310 to 317 , inclusive, of the TIA, such required provision shall control.

Section 21.07 . TIA construed as in effect on date hereof . Wherever reference is made in this Indenture to the TIA, such reference is made to the TIA as it was in force on the date of the execution of this Indenture.

Section 21.08 . Titles, Table of Contents and Section Headings . The titles of the Articles, the table of contents and the section headings in this Indenture are included for convenience of reference only and shall not be deemed to be part of this Indenture.

 

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Section 21.09 . Counterparts . This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 21.10 . Force majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

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IN WITNESS WHEREOF, MIDAMERICAN ENERGY COMPANY has caused its corporate name to be hereunto affixed, and this instrument to be signed by its Chief Executive Officer, President or one of its Vice Presidents, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., to evidence its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its Vice Presidents, all as of the day and year first above written.

 

M ID A MERICAN E NERGY C OMPANY
By:  

/s/ William J. Fehrman

Name:   William J. Fehrman
Title:   President and Chief Executive Officer
T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A.
By:  

/s/ Richard Tarnas

Name:   Richard Tarnas
Title:   Vice President

Signature Page to First Mortgage Bond Indenture

Exhibit 4.2

 

 

MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING

STATEMENT

From

MIDAMERICAN ENERGY COMPANY

To

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS COLLATERAL

TRUSTEE

 

 

Dated: September 9, 2013

LEGAL DESCRIPTION: See Exhibit A

 

 

 

 

 

MidAmerican Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Attention: Corporate Secretary

  

PREPARED BY:

Gibson Dunn & Crutcher LLP

555 Mission Street, Suite 3000

San Francisco, California 94105-0921

Attention: Deborah A. Cussen, Esq.

Phone: 415-393-8226

  

UPON RECORDATION RETURN TO:

MidAmerican Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Attention: Corporate Secretary


THIS MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT dated as of September 9, 2013 (as it may be amended, supplemented, replaced or otherwise modified from time to time, this “ Mortgage ”), by MIDAMERICAN ENERGY COMPANY, an Iowa corporation, having an office at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580(together with its successors and permitted assigns, the “ Mortgagor ”), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., having an office at 2 North La Salle Street, Suite 1020, Chicago IL 60602, as Collateral Trustee for the benefit of the Secured Parties (as such terms are defined below) (in such capacity, the “ Mortgagee ”).

WITNESSETH THAT:

Reference is made to: (a) an Indenture, dated as of September 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Mortgage Bond Indenture ”), between the Mortgagor and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “ Mortgage Bond Trustee ”), pursuant to which the Mortgagor is issuing and may in the future issue bonds in various series (the “ Mortgage Bonds ” and, collectively with the Mortgage Bond Indenture, the “ Mortgage Bond Documents ”); (b) an Indenture, dated as of October 1, 2006 (as supplemented by the First Supplemental Indenture dated as of October 6, 2006, the Second Supplemental Indenture dated as of June 29, 2007, the Third Supplemental Indenture dated as of March 25, 2008 and as further amended, restated, supplemented or otherwise modified from time to time, the “ 2006 Notes Indenture ”) between the Mortgagor and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “ 2006 Indenture Trustee ”), pursuant to which the Mortgagor has issued its 5.80% Notes due 2036, 5.95% Notes due 2017 and 5.30% Notes due 2018 in an aggregate principal amount of $950,000,000 Outstanding (as defined in the Mortgage Bond Indenture) (the “ 2006 Indenture Notes ” and, collectively with the 2006 Notes Indenture, the “ 2006 Indenture Notes Documents ”); and (c) an Indenture, dated as of February 8, 2002 (as supplemented by the First Supplemental Indenture dated as of February 8, 2002, the Second Supplemental Indenture dated as of January 14, 2003, the Third Supplemental Indenture dated as of October 1, 2004, the Fourth Supplemental Indenture dated as of November 1, 2005 and as further amended, restated, supplemented or otherwise modified from time to time, the “ 2002 Notes Indenture ” and together with the 2006 Notes Indenture, the “ Equal and Ratable Notes Indentures ”) between the Mortgagor and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as Trustee (in such capacity, the “ 2002 Indenture Trustee ”), pursuant to which the Mortgagor has issued 6.750% Notes due 2031, 4.650% Notes due 2014 and 5.750% Notes due 2035 in an aggregate principal amount of $1,050,000,000 Outstanding (the “ 2002 Indenture Notes ” and, collectively with the 2002 Notes Indenture, the “ 2002 Indenture Notes Documents ”; the 2002 Indenture Notes and 2006 Indenture Notes collectively being the “ Equal and Ratable Notes ”);.

No Mortgage Bonds may be issued until the execution and delivery by Mortgagor of this Mortgage to secure the obligations of the Mortgagor to pay the principal of, premium, if any, and interest on, the Mortgage Bonds (whether now existing or hereinafter issued) and all obligations of the Mortgagor to the Mortgage Bond Trustee under the Mortgage Bond Indenture (such obligations, the “ Mortgage Bond Obligations ”).


Pursuant to the provisions of the Equal and Ratable Notes Indentures, the Mortgagor may not create or assume any mortgage, pledge or other lien or encumbrance upon any Principal Facility (as defined in the Collateral Trust Agreement (as defined below)) or any interest the Mortgagor may have therein, without equally and ratably securing the Equal and Ratable Notes Obligations (as defined in the Collateral Trust Agreement).

All or a substantial portion of the Mortgaged Property (as defined in the Mortgage Bond Indenture, referred to hereinafter as the “ Shared Collateral ”), which is intended by the Mortgagor to secure the Mortgage Bond Obligations, consists of Principal Facilities and/or interests of the Mortgagor therein, and thus is subject to the requirements of the Equal and Ratable Notes Indentures described in the immediately preceding paragraph.

As used in this Mortgage, the term “ Secured Parties ” shall have the meaning given to such term in the Intercreditor and Collateral Trust Agreement dated as of September 9, 2013 (the “ Collateral Trust Agreement ”), by and among the Mortgagor, the Mortgagee, the Mortgage Bond Trustee, the 2006 Indenture Trustee and the 2002 Indenture Trustee.

In connection with the Mortgage Bond Indenture, and pursuant to the requirements of the Equal and Ratable Notes Indentures, the Mortgagor is granting this Mortgage to create a lien on and a security interest in the Mortgaged Property (as hereinafter defined) to secure the performance and payment by the Mortgagor of the Secured Obligations (as hereinafter defined).

 

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Granting Clauses

NOW, THEREFORE, IN CONSIDERATION OF the foregoing and to secure the payment of the principal of, premium, if any, and interest, if any, on the Secured Obligations (as defined in the Collateral Trust Agreement), and in consideration of the premises, the Mortgagor does hereby GRANT, BARGAIN, SELL, WARRANT, RELEASE, CONVEY WITH POWER OF SALE, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, SET OVER AND CONFIRM unto the Mortgagee, all of the Mortgagor’s interest in (i) the real property, rights and interests in real property described in Exhibit A, together with any greater or additional estate therein as hereafter may be acquired by Mortgagor (the “ Land ”); (ii) all improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land subject to the Permissible Encumbrances, (the “Improvements”; the Land and Improvements are collectively referred to as the “ Premises ”); (iii) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “ Fixtures ”); (iv) to the extent mortgageable or assignable all rights, privileges, tenements, hereditaments, rights of way, easements, appendages and appurtenances appertaining to the foregoing; (v) all of Mortgagor’s right, title and interest in and to any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty (the “ Condemnation Awards ”); and (vi) subject to Article XIII of the Mortgage Bond Indenture, all of the property, rights and interests in property in the State of Iowa acquired by the Mortgagor after the date of the execution of this Mortgage which are integral parts of or used or to be used as integral parts of the electric generating, transmission and distribution operations of the Mortgagor in the Counties of Adair, Adams, Audubon, Benton, Black Hawk, Boone, Bremer, Buchanan, Buena Vista, Butler, Calhoun, Carroll, Cass, Cedar, Cerro Gordo, Cherokee, Chickasaw, Clay, Clinton, Crawford, Dallas, Des Moines, Dickinson, Emmet, Fayette, Floyd, Franklin, Fremont, Grundy, Guthrie, Hamilton, Hardin, Harrison, Humboldt, Ida, Iowa, Jasper, Johnson, Keokuk, Kossuth, Lee, Linn, Louisa, Lucas, Lyon, Madison, Mahaska, Marion, Marshall, Mills, Monona, Monroe, Montgomery, Muscatine, O’Brien, Osceola, Page, Palo Alto, Plymouth, Pocahontas, Polk, Pottawattamie, Poweshiek, Sac, Scott, Shelby, Sioux, Story, Tama, Taylor, Union, Wapello, Warren, Washington, Webster, Woodbury and Wright Counties,State of Iowa, which shall be and are by the terms hereof fully granted and conveyed by this Mortgage and as fully embraced within the lien created by this Mortgage as if such property, rights and interests in property were now owned by the Mortgagor and were specifically described herein and conveyed hereby, and all cash, securities, instruments and other property delivered to the Mortgagee by or on behalf of the Mortgagor and/or otherwise held by the Mortgagee as required pursuant to the terms of the Mortgage Bond Indenture, the Collateral Trust Agreement or the Mortgage (the foregoing property, the “ Mortgaged Property ”).

Notwithstanding anything to the contrary contained in the foregoing, the term “Mortgaged Property” shall not include any Excepted Property (as defined below); provided , that Mortgagor expressly reserves the right, at any time and from time to time, by one or more Supplemental Mortgages, to subject to the lien and operation of this Mortgage any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set forth in such Supplemental Mortgage or Supplemental Mortgages.

 

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As used herein, “Excepted Property” means all of the following described property, whether now owned or hereafter acquired by the Mortgagor:

(i) all cash, shares of stock, bonds, notes and other obligations and securities (x) not deposited, or required to be deposited, with the Mortgagee by the express provisions of the Mortgage Bond Indenture, the Collateral Trust Agreement or this Mortgage, as applicable or (y) held by the Mortgagee for the benefit of the 2002 Indenture Trustee or the 2006 Indenture Trustee, as applicable, pursuant to the second paragraph of Section 3.01(a) of the Collateral Trust Agreement or any successor or substitute provision;

(ii) all bills, notes and other instruments, accounts receivable, claims, credits, judgments, demands, general intangibles, choses in action, permits, franchises, patents, patent applications, patent licenses and other patent rights, trade names, trademarks, and all contracts, leases and agreements of whatsoever kind and nature, not pledged or required to be pledged with the Mortgagee pursuant to the terms of the Mortgage Bond Indenture;

(iii) all merchandise, equipment, spare parts, tools, materials, supplies and fuel held for sale or lease in the ordinary course of business or for use or consumption in, or in the operation of, any properties of, or for the benefit of, the Mortgagor, or held in advance of use thereof for maintenance, replacement or fixed capital purposes;

(iv) all electricity, gas, steam, water and other materials, products or services generated, manufactured, produced, provided or purchased by the Mortgagor for sale or distribution or used or to be used by the Mortgagor;

(v) all railcars, aircraft, watercraft, automobiles, buses, trucks, tractors, trailers and similar vehicles and movable equipment, and all components, spare parts, accessories, supplies and fuel used or to be used in connection with any of the foregoing;

(vi) all office furniture and office equipment;

(vii) all leasehold interests and leasehold improvements;

(viii) the last day of the term of any lease or leasehold now owned or hereafter acquired by the Mortgagor which is specifically subjected to the lien of this Mortgage;

(ix) all timber, crops, sand, gravel, rocks, earth, natural gas, oil, coal, uranium and other minerals, products or components of land and minerals, harvested, mined or extracted from or otherwise separated from the earth, or lying or being upon, within or under any properties of the Mortgagor, including Mortgaged Property, and timber, crops, sand, gravel, rocks, earth, natural gas, oil, coal, uranium and other land and mineral rights, leases and royalties and income therefrom, and rights to explore for minerals;

 

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(x) except as the same may be specifically subjected to the lien of this Mortgage, all nuclear fuel, cores and materials;

(xi) all satellites and other equipment and materials used or to be used in outer space; all business machines; all communications equipment; all computer equipment; all record production, storage and retrieval equipment; all telephone equipment; and all components, spare parts, accessories, programs and supplies used or to be used in connection with any of the foregoing;

(xii) all real or personal property which meets all of the following conditions:

(A) is not specifically described in Exhibit A to this Mortgage,

(B) is not specifically subjected or required to be subjected to the lien of this Mortgage by any express provision of this Mortgage or the Mortgage Bond Indenture, and

(C) is not an integral part of or used or to be used (I) as an integral part of the electric generating, transmission and distribution operations of the Mortgagor in the State of Iowa, or (II) in connection with the operation of any property specifically subjected or required to be subjected to the lien of this Mortgage by the express provisions of this Mortgage or the Mortgage Bond Indenture;

(xiii) all real and personal property which is not in the State of Iowa;

(xiv) the franchise of the Mortgagor to be a corporation; and

(xv) all books and records.

TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject to Permissible Encumbrances (as such term is defined in the Mortgage Bond Indenture) and to satisfaction and release or assignment as provided in Section 3.04.

ARTICLE I

Covenants of Mortgagor

Mortgagor agrees, covenants, represents and/or warrants as follows:

SECTION 1.01. Due Execution, Delivery and Enforceability . Mortgagor represents and warrants to the Mortgagee that this Mortgage has been duly executed and delivered by the Mortgagor and constitutes a legal, valid and binding obligation of the Mortgagor, enforceable in accordance with its terms.

 

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SECTION 1.02. Title . The Mortgagor represents and warrants to the Mortgagee that (a) except for the Permissible Encumbrances (as defined in the Mortgage Bond Indenture)Mortgagor owns the Mortgaged Property free and clear of any liens and (b) this Mortgage creates valid, enforceable first priority liens and security interests (subject to Permissible Encumbrances) against the Mortgaged Property.

SECTION 1.03. First Lien Status . The Mortgagor shall preserve and protect the first lien and security interest status (subject to Prior Liens permitted by the Mortgage Bond Indenture and other Permissible Encumbrances) of this Mortgage to the extent related to the Mortgaged Property.

SECTION 1.04. Payment and Performance . The Mortgagor shall pay the Secured Obligations when due and perform its obligations under the Mortgage Bond Indenture and Equal and Ratable Bond Indentures, as applicable.

SECTION 1.05. Mortgagor’s Possession and Use . Subject to the terms of the Mortgage Bond Indenture, the Mortgagor shall be suffered and permitted to possess, enjoy, use and operate the Mortgaged Property (except cash or securities paid to or deposited with or required by the express terms of this Mortgage or the Mortgage Bond Indenture to be paid to or deposited with the Mortgagee) and to take and use any and all tolls, rents, revenues, earnings, interest, dividends, royalties, issues, income and profits thereof, as if this Mortgage had not been made, with power in the ordinary course of business to alter, repair, change and add to its buildings, structures and any or all of its plant and equipment constructed or owned or hereafter constructed or acquired by the Mortgagor, and hereby granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed, to the Mortgagee, or intended so to be, all in accordance with usual and customary practice in similar types of transactions.

SECTION 1.06. Actions Without Consent . The Mortgagor may at any time and from time to time, without any release or consent by the Mortgage Bond Trustee or the Mortgagee, take any action set forth in Section 10.02 of the Mortgage Bond Indenture.

SECTION 1.07. Inspection . In each and every case of an Event of Default, and during the continuance thereof, the Mortgagee directly or by its agents or attorney may, to the extent permitted by law, enter upon the Property; may exclude the Mortgagee and its agents and employees wholly therefrom; either directly or by its receivers, agents, employees or attorneys, may use, operate, manage and control the Mortgaged Property, and conduct the business of the Mortgaged Property in any reasonable manner; may make all repairs, renewals, replacements and useful alterations, additions, betterments and improvements to the Mortgaged Property as the Mortgagee may deem necessary and proper; may manage and operate the Mortgaged Property and exercise all rights and powers of the Mortgagor in respect thereof, and be entitled to collect and receive all tolls, earnings, income, rents, issues and profits thereof and apply the same as provided in the Collateral Trust Agreement.

SECTION 1.08. Release of Certain Mortgaged Property . Subject to the Mortgagor’s satisfaction of the conditions set forth in Sections 10.03, 10.04, 10.05 or 10.06 of the Mortgage Bond Indenture, as applicable, upon direction from the Mortgage Bond Trustee from time to

 

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time, the Mortgagee shall, at the Mortgagor’s expense, execute and deliver to the Mortgagor the documents and instruments described in Sections 10.03(a), 10.04(a), 10.05(a)(i) or 10.06(a)(i), as applicable, of the Mortgage Bond Indenture, releasing from the Lien of the Mortgage any Mortgaged Property for which the conditions set forth in Sections 10.03, 10.04, 10.05 and/or 10.06 of the Mortgage Bond Indenture have been satisfied.

SECTION 1.09. Substituted Property . All rights and property (other than cash) acquired by the Mortgagor by exchange or purchase to take the place of, or in consideration for, any Mortgaged Property surrendered, modified, released (other than pursuant to Section 10.05, Section 10.06 or Section 10.07 of the Mortgage Bond Indenture) or sold, under this Mortgage and the Mortgage Bond Indenture, shall forthwith and without further conveyance, transfer or assignment become subject to the Lien of this Mortgage; and the Mortgagor, to the extent necessary to comply with any applicable legal requirements for the full protection of the Secured Parties, will grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm any and all such property to the Mortgagee, by proper deeds or other instruments, which the Mortgagor will duly record and file, and rerecord and refile, in all places required for the proper protection of the Secured Parties, upon the trusts and for the purposes of this Mortgage and the Mortgage Bond Indenture.

SECTION 1.10. Security Agreement. This Mortgage is both a mortgage of real property and a grant of a security interest in personal property, and shall constitute and serve as a “Security Agreement” within the meaning of the uniform commercial code as adopted in the state wherein the Premises are located (“ UCC ”) and other applicable law. The Mortgagor has hereby granted unto the Mortgagee a security interest in and to all the Mortgaged Property owned by the Mortgagee described in this Mortgage that is not real property (“ Personal Property ”). The Mortgagor hereby appoints the Mortgagee and its successors and assigns, as its true and lawful attorney-in-fact and agent, which agency is coupled with an interest and with fully power of substitution, for the Mortgagor and in its name, place and stead, in any and all capacities, after the occurrence and continuation of an Event of Default (as such term is defined in the Collateral Trust Agreement), to execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing reasonably requisite and necessary to be done to perfect the security interest contemplated by the preceding sentence. The Mortgagee shall have all rights and remedies with respect to the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded the Mortgagee hereunder.

SECTION 1.11. Filing and Recording. The Mortgagor will cause this Mortgage and any other security instrument creating a security interest in or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance reasonably necessary to create, perfect and preserve Mortgagee’s security interest hereunder, to be filed, registered or recorded and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the lien hereof upon, and the security interest of the Mortgagee in, the Mortgaged Property until this Mortgage is terminated and released in full in accordance with Section 3.04. The Mortgagor will pay all filing, registration and recording fees, all Federal, state, county and municipal recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution, delivery and recording of this Mortgage, UCC continuation statements any mortgage supplemental hereto, any security instrument or any instrument of further assurance.

 

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SECTION 1.12. Further Assurances. The Mortgagor will, at the cost of the Mortgagor and without expense to the Mortgagee, do, execute, acknowledge and deliver all such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as required or as the Mortgagee shall from time to time reasonably require for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage, and on written demand, the Mortgagor will also execute and deliver and hereby appoints the Mortgagee (and its successors and assigns) as its true and lawful attorney-in-fact and agent, which agency is coupled with an interest and with full power of substitution, upon the occurrence and continuation of an Event of Default, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute and file to the extent it may lawfully do so (provided that the Mortgagee shall not be required to do so), one or more financing statements, chattel mortgages or comparable security instruments reasonably required to evidence more effectively the lien hereof upon the personal property and to perform each and every act and thing requisite and necessary to be done to accomplish the same.

SECTION 1.13. Additions to Mortgaged Property. Subject to the limitations set forth in the Mortgage Bond Indenture, all right, title and interest of the Mortgagor in and to all extensions, improvements, betterments, renewals, substitutions and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed, assembled or placed by the Mortgagor upon the Mortgaged Property, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by the Mortgagor, shall become subject to the lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by the Mortgagor and specifically described in the grant of the Mortgaged Property above, but at any and all times the Mortgagor will execute and deliver to the Mortgagee any and all such further assurances, mortgages, deeds of trust, conveyances or assignments thereof as reasonably necessary for the purpose of expressly and specifically subjecting the same to the lien and security interest of this Mortgage.

SECTION 1.14. No Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by the Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving the Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Mortgagee in respect thereof.

SECTION 1.15. Receiver, Trustee, Etc . In case a receiver or trustee of the Mortgagor, or of all or a substantial part of the Mortgaged Property or business of the Mortgagor, shall be lawfully appointed, all acts or requests which the Mortgagor may do or make under the foregoing

 

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provisions of this Article I or Article X of the Mortgage Bond Indenture may be done or made by such receiver or trustee. In case the Mortgagee shall be in possession of the Mortgaged Property under this Mortgage, the Mortgagee in its absolute discretion, without any action or request by the Mortgagor or any receiver or trustee, and without thereby limiting any other right or power of the Mortgagee, may take any action authorized by this Mortgage to be taken by the Mortgagor, by the Mortgagor and the Mortgagee or by the Mortgagee on the request of the Mortgagor notwithstanding the continuance of any Event of Default.

SECTION 1.16. Covenants Running with the Land . All Secured Obligations contained in this Mortgage are intended by the Mortgagor and the Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Mortgage Bond Indenture, the Collateral Trust Agreement and the Equal and Ratable Bond Indentures; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. In addition, all of the covenants of the Mortgagor in the Mortgage Bond Indenture are incorporated herein by reference and, together with covenants in this Section, shall be covenants running with the land.

SECTION 1.17. Fixture Filing. (a) Certain portions of the Mortgaged Property are or will become “fixtures” (as that term is defined in the UCC), upon being filed for record in the real estate records of the county wherein such fixtures are situated, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of the UCC upon such portions of the Mortgaged Property that are or become fixtures.

(b) The real property to which the fixtures relate is described in Exhibit A attached hereto. The record owner of the real property described in Exhibit A attached hereto is the Mortgagor. The name, type of organization and jurisdiction of organization of the debtor for purposes of this financing statement are the name, type of organization and jurisdiction of organization of the Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for purposes of this financing statement is the name of the Mortgagee set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagee/secured party from which information concerning the security interest hereunder may be obtained is the address of the Mortgagee set forth in the first paragraph of this Mortgage. The Mortgagor’s business identification number assigned by the Office of the Secretary of State of the State of Iowa is 177228. The Mortgagor shall inform the Mortgagee (and take any steps required by Sections 1.11 and 1.12) if any of the Mortgagor’s information set forth in this subparagraph (b) shall change.

 

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ARTICLE II

Defaults and Remedies

SECTION 2.01. Events of Default. Any Event of Default under the Collateral Trust Agreement (as such term is defined therein) shall constitute an event of default (an “ Event of Default ”) under this Mortgage.

SECTION 2.02. Rights to Take Possession, Operate and Apply Revenues. (a) If an Event of Default shall occur and be continuing, after the expiration of any notice and cure periods as set forth in the Mortgage Bond Indenture, the Mortgagor shall, within ten (10) days of demand of the Mortgagee, forthwith surrender to the Mortgagee actual possession of the Mortgaged Property and, if and to the extent not prohibited by applicable law, the Mortgagee may itself, or by such officers or agents as it may appoint, enter and take exclusive possession of all the Mortgaged Property and of all books, records and accounts relating thereto or located thereon without the appointment of a receiver or an application therefor and exclude the Mortgagor and its agents and employees wholly therefrom.

(b) If the Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof in accordance with the terms hereof, the Mortgagee may invoke any legal remedies to dispossess the Mortgagor. The Mortgagor will pay to the Mortgagee, upon demand, all reasonable documented and out of pocket expenses of obtaining such judgment or decree, including compensation to the Mortgagee’s attorneys (excluding internal counsel) and agents; and all such expenses and compensation shall, until paid, be secured by this Mortgage.

(c) In each and every Event of Default, and during the continuance thereof, the Mortgagee directly or by its agents or attorney may, to the extent permitted by law, enter upon the Mortgaged Property; may exclude the Mortgagor and its agents and employees wholly therefrom; either directly or by its receivers, agents, employees or attorneys, may use, operate, lease, manage and control the Mortgaged Property, and conduct the business of the Mortgaged Property in any reasonable manner; may make all repairs, renewals, replacements and useful alterations, additions, betterments and improvements to the Mortgaged Property as the Mortgagee may deem necessary and proper; may manage and operate the Mortgaged Property and exercise all rights and powers of the Mortgagor in respect thereof, and be entitled to collect and receive all tolls, earnings, income, rents, issues and profits thereof; and, after deducting all expenses incurred hereunder and all payments which may be made for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as compensation for the services of the Mortgagee, its agents, employees, attorneys (excluding internal counsel) and receivers, the Mortgagee shall apply the moneys it obtains from the foregoing in accordance with the Collateral Trust Agreement.

(d) If at any time after the principal of the Mortgage Bonds, 2002 Indenture Notes and 2006 Indenture Notes shall have been so declared due and payable and before any sale of the Mortgaged Property shall have been made pursuant to this Section 2.02, all arrears of interest upon all of such Mortgage Bonds, 2002 Indenture Notes and 2006 Indenture Notes, with interest upon overdue installments of interest at the same rates respectively as were borne by the respective Mortgage Bonds, 2002 Indenture Notes and 2006 Indenture Notes on which

 

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installments of interest were overdue, shall either be paid by the Mortgagor or be collected out of the Mortgaged Property, and all Events of Default shall have been remedied, then the Mortgage Bond Trustee, by written notice to the Mortgagor and to the Mortgagee, may rescind such declaration and its consequences; but no such rescission shall extend to or affect any subsequent Event of Default, or impair any right consequent thereon.

SECTION 2.03. Right to Cure the Mortgagor’s Failure to Perform. Should the Mortgagor fail in the payment, performance or observance of any term, covenant or condition required by this Mortgage or the Mortgage Bond Indenture (but only with respect to the Mortgaged Property), after the expiration of any applicable cure period set forth herein or the Mortgage Bond Indenture, the Mortgagee may pay, perform or observe the same, and all payments made or costs or expenses incurred by the Mortgagee in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by the Mortgagor to the Mortgagee with interest thereon. The Mortgagee is hereby empowered to enter and to authorize others to enter upon the Mortgaged Property or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without having any obligation to so perform or observe and without thereby becoming liable to the Mortgagor, to any person in possession holding under the Mortgagor or to any other person, other than as determined to have been caused by the Mortgagee’s own gross negligence or willful misconduct. In connection with any such entry, the Mortgagee shall provide prior written notice, enter during regular business hours (except in the case of an emergency) and use commercially reasonable efforts not to interrupt the Mortgagor’s operations at the Mortgaged Property.

SECTION 2.04. Right to a Receiver. During the continuance of an Event of Default, upon application to a court of competent jurisdiction or as otherwise required by applicable law and without notice, a receiver may be appointed to take possession of, and to operate, maintain and manage, the whole or any part of the Mortgaged Property, and the Mortgagor shall transfer and deliver to such receiver all such Mortgaged Property, wheresoever it may be situated; and in every case, when a receiver of the whole or of any part of such Mortgaged Property shall be appointed under this Section 2.04, or otherwise, the net income and profits of such Mortgaged Property shall be paid over to, and shall be received by, the Mortgagee. Any receiver so appointed shall have all of the rights and powers permitted under the laws of the state wherein the Mortgaged Property is located, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court. The Mortgagor shall pay to the Mortgagee upon demand all reasonable documented and out of pocket expenses, including receiver’s fees, reasonable attorney’s fees (excluding internal counsel) and disbursements, costs and agent’s compensation incurred pursuant to the provisions of this Section 2.04; and all such expenses shall be secured by this Mortgage and shall be, without demand, immediately repaid by the Mortgagor to the Mortgagee.

SECTION 2.05. Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, after the expiration of any notice and cure periods set forth herein or the Mortgage Bond Indenture, the Mortgagee may elect to institute proceedings for the complete foreclosure of this Mortgage, either by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, the Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial

 

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proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor.

(b) In case of any sale of any Mortgaged Property, any holder of Mortgage Bonds or the Mortgagee, may bid for and purchase any Mortgaged Property, and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such Mortgaged Property in absolute right of such holder or the Mortgagee, without further accountability, and shall be entitled, for the purpose of making settlement or payment for the Mortgaged Property purchased, to use and apply any Mortgage Bonds by presenting such Mortgage Bonds, in order that there may be credited thereon the sum apportionable and applicable thereto out of the net proceeds of such sale; and thereupon such purchaser shall be credited on account of such purchase price, with the sum apportionable and applicable out of such net proceeds to the payment of or as credit on the outstanding Mortgage Bonds so presented.

(c) From time to time the Mortgagee, or other person acting in any sale of Mortgaged Property to be made under this Mortgage, may adjourn such sale by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and without further notice or publication, such sale may be made at the time and place to which such sale shall be so adjourned.

(d) Upon the completion of any sale of any Mortgaged Property under or by virtue of this Mortgage, the Mortgagee shall execute and deliver on behalf of the Mortgagor and itself, as Mortgagee, to the purchaser a sufficient deed or other instruments conveying, assigning and transferring such Mortgaged Property free from the lien of this Mortgage. The Mortgagee and its successors are hereby appointed the attorneys of the Mortgagor, in its name and stead, to make all necessary conveyances, assignments and transfers of Mortgaged Property, including customary representations and warranties, and for that purpose may execute all necessary deeds and instruments of conveyance, assignment and transfer, and may substitute one or more persons with similar power, the Mortgagor hereby ratifying and confirming all that its attorneys, or such substitute or substitutes, shall do by virtue hereof. Nevertheless, the Mortgagor, if so requested by the Mortgagee, shall join in the execution and delivery of such conveyances, assignments and transfers. Any such sale of Mortgaged Property made under or by virtue of this Mortgage; whether under the power of sale herein granted or pursuant to judicial proceedings, shall be deemed to have been sold at a commercially reasonable price and shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Mortgagor and the Mortgagee hereunder, in and to the Mortgaged Property sold, and shall be a perpetual bar, both at law and in equity, against the Mortgagor, its successors and assigns, and against any and all persons claiming or to claim the Mortgaged Property sold or any part thereof, from, through or under the Mortgagor or its successors or assigns or this Mortgage.

(e) The Mortgaged Property may be sold subject to unpaid taxes and Permissible Encumbrances, and, after deducting all costs, fees and expenses of the Mortgagee (including costs of evidence of title in connection with the sale), the Mortgagee or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.07.

 

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(f) Any foreclosure or other sale of less than the whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Secured Obligations have been satisfied, or the entirety of the Mortgaged Property has been sold.

(g) If an Event of Default shall occur and be continuing, the Mortgagee may instead of, or in addition to, exercising the rights described in Section 2.05(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to specifically enforce the performance of any term, covenant, condition or agreement of this Mortgage or any other right, or (ii) to pursue any other remedy available to the Mortgagee under applicable law, all as the Mortgagee shall determine most effectual for such purposes.

SECTION 2.06. Other Remedies. (a) In case an Event of Default shall occur and be continuing, the Mortgagee may also exercise, to the extent not prohibited by law, any or all of the remedies available to a secured party under the UCC, rights and recourses granted in the Mortgage Bond Indenture and the Collateral Trust Agreement and available at law or in equity (including under the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against the Mortgagor under the Mortgage Bond Indenture, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Mortgage Bond Indenture or otherwise at law or equity shall be deemed to cure any Event of Default.

(b) In connection with a sale of the Mortgaged Property or any personal property and the application of the proceeds of sale as provided in Section 2.07, the Mortgagee shall be entitled to enforce payment of and to receive up to the principal amount of the Secured Obligations, plus all other charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any portion of the aggregate principal amount of the Secured Obligations remaining unpaid, with interest.

SECTION 2.07. Application of Sale Proceeds. (a) If an Event of Default shall have occurred and be continuing, at any time at the Mortgagee’s election, the Mortgagee may apply all or any part of the net cash proceeds of Shared Collateral realized through the exercise by the Mortgagee of its remedies hereunder, whether or not held in any Collateral Account, in payment of the Secured Obligations as provided in the Collateral Trust Agreement.

(b) The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in each case in accordance with and subject to the requirements of the Collateral Trust Agreement. The receipt by the Mortgagee or other authorized person of money paid for the purchase of Mortgaged Property shall be a sufficient discharge to any purchaser of such Mortgaged Property; and no such purchaser or the

 

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representative, grantee or assignee of such purchaser, after paying such purchase money and receiving such receipt, shall be affected by, or in any manner answerable for, any loss, misapplication or non-application of such purchase money, or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale.

SECTION 2.08. Mortgagor as Tenant Holding Over. If the Mortgagor remains in possession of any of the Mortgaged Property after any foreclosure sale by the Mortgagee, at the Mortgagee’s election the Mortgagor shall be deemed a tenant holding over and shall forthwith surrender possession to the purchaser or purchasers at such sale or be summarily dispossessed or evicted, forcibly or otherwise, with or without process of law, according to provisions of law applicable to tenants holding over.

SECTION 2.09. Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. The Mortgagor waives, to the extent not prohibited by law, (a) the benefit of all laws now existing or that hereafter may be enacted (i) providing for any appraisement or valuation of any portion of the Mortgaged Property and/or (ii) in any way extending the time for the enforcement or the collection of amounts due under any of the Secured Obligations or creating or extending a period of redemption from any sale made in collecting such debt or any other amounts due the Mortgagee; (b) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any homestead exemption, stay, statute of limitations, extension or redemption, or sale of the Mortgaged Property as separate tracts, units or estates or as a single parcel in the event of foreclosure or notice of deficiency; and (c) all rights of redemption (both statutory and equitable), valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of or each of the Secured Obligations and marshaling in the event of foreclosure of this Mortgage.

SECTION 2.10. Discontinuance of Proceedings. In case the Mortgagee shall have proceeded to enforce any right under this Mortgage by foreclosure, entry or otherwise, and such proceeding shall have been discontinued or abandoned because of a waiver, or for any other reason, or shall have been determined adversely to the Mortgagee, then and in every such case the Mortgagor and the Mortgagee shall be restored to their former positions and rights hereunder in respect of the Mortgaged Property; and all rights, remedies and powers of the Mortgagee shall continue as though no such proceeding had been taken, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of the Mortgagee thereafter to exercise any right, remedy or recourse under the Mortgage Bond Indenture or Collateral Trust Agreement for such Event of Default.

SECTION 2.11. Suits to Protect the Mortgaged Property. The Mortgagee shall have power to institute and to maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the lien of this Mortgage by any acts of the Mortgagor, or of others, in violation of this Mortgage or which are unlawful, or as the Mortgagee may be advised shall be necessary or expedient to preserve and to protect its interests and the security and interests of the holders of the Mortgage Bonds, 2002 Indenture Notes and 2006 Indenture Notes in respect of the Mortgaged Property, or in respect of the income, earnings, rents, issues and profits thereof, including power to institute and to maintain suits or proceedings to restrain the enforcement of, or compliance with, or the observance of, any legislative or other governmental enactment, rule or order which may be unconstitutional or otherwise invalid, if the

 

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enforcement of, or compliance with, or observance of, such enactment, rule or order would impair the lien of this Mortgage or be prejudicial to the interests of the Mortgage Bonds, 2002 Indenture Notes, 2006 Indenture Notes or the Mortgagee, provided that the Mortgagee shall have no obligation to exercise such power.

SECTION 2.12. Possession by Mortgagee. Notwithstanding the appointment of any receiver, liquidator or trustee of the Mortgagor, any of its property or the Mortgaged Property, the Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and control of all parts of the Mortgaged Property now or hereafter granted under this Mortgage to the Mortgagee in accordance with the terms hereof and applicable law.

SECTION 2.13. Waiver. (a) No delay or failure by the Mortgagee to exercise any right, power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such right, power or remedy or be construed to be a waiver of any such breach or Event of Default or acquiescence therein; and every right, power and remedy given by this Mortgage to the Mortgagee may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. No consent or waiver by the Mortgagee to or of any breach or Event of Default by the Mortgagor in the performance of the Secured Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or Event of Default in the performance of the same or of any other Secured Obligations by the Mortgagor hereunder. No failure on the part of the Mortgagee to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall constitute a waiver by the Mortgagee of its rights hereunder or impair any rights, powers or remedies consequent on any future Event of Default by Mortgagor.

(b) Even if the Mortgagee (i) grants some forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security for the payment of any sums secured hereby, (iii) waives or does not exercise some right granted herein, (iv) releases a part of the Mortgaged Property from this Mortgage, (v) agrees to change some of the terms, covenants, conditions or agreements of the Mortgage Bond Indenture, (vi) consents to the filing of a map, plat or replat affecting the Mortgaged Property, (vii) consents to the granting of an easement or other right affecting the Mortgaged Property or (viii) makes or consents to an agreement subordinating the Mortgagee’s lien on the Mortgaged Property hereunder; no such act or omission shall preclude the Mortgagee from exercising any other right, power or privilege herein granted or intended to be granted in the event of any breach or Event of Default then made or of any subsequent default; nor, except as otherwise expressly provided in an instrument executed by the Mortgagee, shall this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or part of the Mortgaged Property, the Mortgagee is hereby authorized and empowered to deal with any vendee or transferee with reference to the Mortgaged Property secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any liabilities, obligations or undertakings.

SECTION 2.14. Mortgagee May File Proofs of Claims . The Mortgagee 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 Mortgagee and of the holders of the Mortgage Bonds, 2002 Indenture Notes or

 

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2006 Indenture Notes allowed in any judicial proceedings relative to the Mortgagor, its creditors or Mortgaged Property. Nothing contained in this Mortgage shall be deemed to authorize the Mortgagee to authorize or consent to or accept or adopt on behalf of any holder of Mortgage Bonds, 2002 Indenture Notes or 2006 Indenture Notes, any plan of reorganization, arrangement, adjustment or composition affecting the Mortgage Bonds, 2002 Indenture Notes, 2006 Indenture Notes or any holder thereof, or to authorize the Mortgagee to vote in respect of the claim of any holder of Mortgage Bonds, 2002 Indenture Notes or 2006 Indenture Notes in any such proceeding.

SECTION 2.15. Mortgagee May Enforce Rights . All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of any Mortgage Bond, 2002 Indenture Note or 2006 Indenture Note or the production thereof at trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Mortgagee shall be brought in its own name, and any recovery of judgment shall be for the ratable benefit of the holders of the Mortgage Bonds, 2002 Indenture Notes or 2006 Indenture Notes.

SECTION 2.16. Payment of Litigation Expenses . Each holder of any Mortgage Bond or any Equal and Ratable Note, its acceptance hereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Mortgage, or in any suit against the Mortgagee for any action taken or omitted by it as Mortgagee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess costs, including attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 2.19 shall not apply to any suit instituted by the Mortgagee, to any suit instituted by any holders having more than 10% in aggregate principal amount of outstanding Mortgage Bonds, 2002 Indenture Notes or 2006 Indenture Notes, or to any suit instituted by any holder for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Mortgage Bond, 2002 Indenture Note or 2006 Indenture Note on or after the respective due dates expressed therein.

ARTICLE III

Miscellaneous

SECTION 3.01. Partial Invalidity. In the event any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of the Mortgagee, not affect any other provision of this Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.02. Notices. All notices and communications hereunder shall be in writing and given to the Mortgagor and the Mortgagee in accordance with the terms of the Mortgage Bond Indenture at the address set forth on the first page of this Mortgage.

SECTION 3.03. Successors and Assigns. All of the grants, covenants, terms, provisions and conditions herein shall run with the Mortgaged Property and shall apply to, bind and inure

 

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to, the benefit of the permitted successors and assigns of the Mortgagor and the successors and assigns of the Mortgagee. The Mortgagor shall not, without the prior written consent of the Mortgagee, assign any rights, duties or obligations hereunder except as otherwise permitted by the Mortgage Bond Indenture or Collateral Trust Agreement.

SECTION 3.04. Satisfaction and Cancellation. (a) The conveyance to the Mortgagee of the Mortgaged Property as security created and consummated by this Mortgage shall be null and void upon payment in full of all Secured Obligations.

(b) Upon a sale or financing by the Mortgagor of all or any portion of the Mortgaged Property in accordance with the Mortgage Bond Indenture and Collateral Trust Agreement and the application of the net cash proceeds of such sale or financing in accordance with the terms of the Mortgage Bond Indenture and/or Collateral Trust Agreement, (i) the Mortgagee, at the Mortgagor’s expense, shall release the liens and security interests of this Mortgage as to the applicable portion of the Mortgaged Property; and (ii) upon the Mortgagor’s written request, the Mortgagee shall deliver an assignment of this Mortgage in proper form for recording, to the Mortgagor or to any person at the Mortgagor’s direction, without recourse to the Mortgagee and without any representation or warranty by the Mortgagee other than that the Mortgagee is the Mortgagee under the Mortgage, that it has not assigned, encumbered or otherwise transferred the Mortgage or any part thereof, and the Mortgagee has the authority to assign the Mortgage to the assignee thereof, and the Mortgagee shall deliver to the Mortgagor a payoff letter or similar writing as of the date of such assignment; provided, however, that the Mortgagee shall have received at the time of, and with respect to such satisfaction or assignment, reimbursement of all reasonable out of pocket costs actually incurred by the Mortgagee in preparing and delivering such satisfaction or assignment.

(c) In connection with any termination or release pursuant to paragraph (a), the Mortgage shall be marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. The Mortgagee shall execute any documents reasonably requested by the Mortgagor to accomplish the foregoing or to accomplish any release contemplated by this Section 3.04 and the Mortgagor will pay all reasonable and documented out of pocket costs and expenses, including reasonable attorneys’ fees (excluding internal counsel), disbursements and other charges, incurred by the Mortgagee in connection with the preparation and execution of such documents.

SECTION 3.05. Definitions. As used in this Mortgage, the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (a) “including” shall mean “including but not limited to;” (b) “provisions” shall mean “provisions, terms, covenants and/or conditions;” (c) “lien” shall mean “lien, charge, encumbrance, security interest, mortgage or Mortgage;” (d) “obligation” shall mean “obligation, duty, covenant and/or condition;” and (e) “any of the Mortgaged Property” shall mean “the Mortgaged Property or any part thereof or interest therein.” Any act that the Mortgagee is permitted to perform hereunder may be performed at any time and from time to time by the Mortgagee or any person or entity designated by the Mortgagee. Each appointment of the Mortgagee as attorney-in-fact for the Mortgagor under the Mortgage is irrevocable, with power of substitution and coupled with an interest. Subject to the applicable provisions hereof, the Mortgagee has the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction, in its reasonable discretion, whenever such consent, approval, acceptance or satisfaction is required hereunder.

 

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SECTION 3.06. Amendments, etc . This Mortgage may not be amended, supplemented or otherwise modified without the written consent of the Mortgagee in accordance with the Collateral Trust Agreement.

SECTION 3.07. No Oral Modification. This Mortgage may not be changed or terminated orally. Any agreement made by the Mortgagor and the Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate Mortgage, lien or encumbrance.

SECTION 3.08. Collateral Trust Agreement Governs. In exercising its rights hereunder, the Mortgagee agrees to be bound by the provisions of the Collateral Trust Agreement and shall be entitled to the privileges, rights, indemnities and other benefits thereof. In the event of any conflict between the terms of the Collateral Trust Agreement and this Mortgage, the terms of the Collateral Trust Agreement shall govern and control.

SECTION 3.09. Entire Agreement . This Mortgage and the Collateral Trust Agreement embody the entire agreement and understanding between the Mortgagee and the Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.

ARTICLE IV

Particular Provisions

This Mortgage is subject to the following provisions relating to the particular laws of the state wherein the Mortgaged Property is located:

SECTION 4.01. Applicable Law; Certain Particular Provisions. This Mortgage shall be governed by and construed in accordance with the internal law of the state of Iowa, except that the Mortgagor expressly acknowledges that by its terms, the Mortgage Bond Indenture and Equal and Ratable Bond Indentures shall be governed by the internal law of the State of New York, without regard to principles of conflict of law. The Mortgagor and the Mortgagee agree to submit to jurisdiction and the laying of venue for any suit on this Mortgage in the state of Iowa.

SECTION 4.02. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER THE MORTGAGE BOND INDENTURE OR THE COLLATERAL TRUST AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER THEREOF OR THE TRUSTEE/OBLIGOR RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT

 

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CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 4.02 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 4.03. Local Law Provisions .

(a) This Mortgage is subject to the following terms and provisions:

(i) Any action to enforce or to foreclose this Mortgage will be construed in accordance with the laws of the State of Iowa by a court located in the county in which the applicable Mortgaged Property is located. In the event of any conflict between the terms of this Mortgage and the provisions of Iowa law, then the conflict shall be resolved according to the terms of Iowa law as interpreted by a court located in the county in which the applicable Mortgaged Property is located.

(ii) In connection with the exercise of remedies, any action with respect to agricultural property requires a mediation procedure as outlined in Iowa Code Chapter 654.2C and the Mortgagor has the right to cure certain defaults within thirty (30) days after receiving any notice of Event of Default.

(iii) Any mortgage accepted from a “transmitting utility” as defined by Iowa Code Section 554.9102 shall comply with Section 554B.3 of the Iowa Code.

(iv) Any non-residential mortgage granted in Iowa shall be entitled to the protections and procedures set forth in Chapters 654 and 655A of the Iowa Code.

(b) In the event of any conflict between the terms and provisions contained in the body of this Mortgage and the terms and provisions set forth in this Section 4.03, the terms and provisions set forth in this Section 4.03 shall govern and control.

 

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IN WITNESS WHEREOF, this Mortgage has been duly executed by the Mortgagor as of the date first above written.

 

MIDAMERICAN ENERGY COMPANY, an Iowa corporation
By:   /s/ William J. Fehrman         
  Name: William J. Fehrman
  Title: President and Chief Executive Officer

 

By:   /s/ Paul J. Leighton        
  Name: Paul J. Leighton
  Title: Vice President and Corporate Secretary

 


STATE OF IOWA

COUNTY OF POLK

This instrument was acknowledged before me on September 9, 2013, by William J. Fehrman, President and Chief Executive Officer of MidAmerican Energy Company, an Iowa corporation.

 

/s/ Darla S. Johnston

Notary Public in and for the State of Iowa

STATE OF IOWA

COUNTY OF POLK

This instrument was acknowledged before me on September 9, 2013, by Paul J. Leighton, Vice President and Corporate Secretary of MidAmerican Energy Company, an Iowa corporation.

 

/s/ Trudi L. Hytone

Notary Public in and for the State of Iowa


EXHIBIT A

To

MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING

AND FINANCING STATEMENT

Description of the Property


ADAIR COUNTY

Adair Substation

Parcel “D” is described as follows:

A part of the Northwest  1 4 of the Southwest  1 4 of Section 16, Township 77 North, Range 33 West of the 5th P.M., Adair County, Iowa and described as follows: Commencing at the Southwest corner of said Section 16: thence North 0 degrees 11 minutes 42 seconds East along the West line of said Section 16, 1315.67 feet to the point of beginning; thence continuing North 0 degrees 11 minutes 42 seconds East, along said West line, 500.00 feet; thence South 89 degrees 32 minutes 43 seconds East, 525.00 feet; thence South 0 degrees 11 minutes 42 seconds West, 500.00 feet to a point on the south line of the said Northwest 1/4 of the Southwest 1/4 ; thence North 89 degrees 32 minutes 43 seconds East along said south line, 525.00 feet to the point of beginning and containing 6.03 acres, more or less, in Adair County, Iowa, as shown by Plat of Survey filed September 12, 2007 in Book 577, Page 109 of the Adair County Recorder’s Office.

Fallow Substation

“Parcel “A” of the Plat of Survey of Section 14, Township 77 North, Range 33 West of the 5th P.M., Adair County, Iowa, as is filed in Book-640, Page 181 of the office of the Adair County Recorder more particularly described as follows:

Commencing as a point of reference at the E  1 4 corner of said Section 14; thence S00°40’40”W, 586.67 feet along the east line of said Section 14 to the point of beginning; thence continuing S00°40’40”W, 807.00 feet along said east line to a point; thence N89°01’50”W, 700.00 feet to a point; thence N00°40’40”E, 806.47 feet to a point; thence S89°04’27”E, 700.00 feet to the point of beginning and containing 12.964 acres, including 0.611 acres of public road right-of-way.

Adair Maintenance Building (Wind)

Parcel B: A part of the North 1/2 of the Southwest 1/4 of Section 3, Township 77 North, Range 33 West of the 5th P.M., Adair County, Iowa, per Plat of Survey filed in Book 586, Page 287.

Parcel C: A part of the North 1/2 of the Southwest 1/4 of Section 3, Township 77 North, Range 33 West of the 5th P.M., Adair County, Iowa, per Plat of Survey filed in Book 586, Page 287.

ADAMS COUNTY

Brooks Sub

A parcel of land in Parcel 1 of the Southeast Quarter of the Northeast Quarter (SE  1 4 NE  1 4 ) and the Southwest Quarter of the Northeast Quarter (SW  1 4 NE  1 4 ) and North Half of the Southeast Quarter (N  1 2 SE  1 4 ) of said Section 7, and the Northwest Quarter of the Southwest Quarter (NW  1 4 SW  1 4 ) of Section 8, and in Parcel 2 of the Northwest Quarter (NW  1 4 ) of Section 8, all in Township 71 North, Range 34 West of the 5 th P.M., Adams County, Iowa, more particularly described as follows:

 

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Commencing as a point of reference at the NE corner of the SE  1 4 of the NE  1 4 of said Section 7; thence S01°24’55”W, 138.16 feet along the east line of said SE  1 4 , NE  1 4 to a point on the centerline of Brooks Road, which is the north corner of said Parcel 1; thence southwesterly along a curve to the left having a radius of 686.02 feet, a chord bearing of S39°57’42”W, an arc length of 148.80 feet, along the north line of said Parcel 1 and the centerline of Brooks Road to the point of beginning; thence continuing thence continuing southwesterly along a curve to the left having a radius of 686.02 feet, a chord bearing of S29°40’47”W, an arc length of 97.42 feet along the north line of said Parcel 1 and along the centerline of Brooks Road to a point; thence along a curve to the right having a radius of 1940.74 feet, a chord bearing of S32°16’52”W, an arc length of 152.80 feet along the north line of said Parcel 1 and the centerline of Brooks Road to a point; thence S59°36’55”E, 300.10 feet; thence N30°23’05”E, 250.00 feet to a point; thence N59°36’55”W, 296.24 feet to the point of beginning. Said Parcel contains 1.702 acres, more or less, including 0.190 acres, more or less of road right-of-way.

AUDUBON COUNTY

Beginning at a point 33 feet south of the north quarter corner of Section 16, Township 80 North, Range 35, West of the 5 th P.M.: thence south 200 feet; thence west 200 feet; thence north 200 feet; thence east 200 feet, to the point of beginning.

Beginning at a point 33 feet west and 233 feet north of the southeast corner of Section 30, Township 79 North, Range 35, West of the 5 th P.M., Audubon County, Iowa; thence south 200 feet; thence west 200 feet; thence northeast approximately 283 feet, to the point of beginning.

That part of the South half of the Southeast Quarter of the Northeast Quarter of the Northwest Quarter (S1/2, SE1/4, NE1/4, NW1/4), of Section Twenty-eight (28) Township Eighty (80) North, Range Thirty-five (35), West of the Fifth P.M., in the City of Audubon, Audubon County, Iowa, lying Easterly of the right-of-way of U.S. Hwy. No. 71, except the East Two Hundred Thirty-seven feet (E. 237’) thereof, and except the following tract: commencing at a point 249 ft. west of the SE corner of the NE1/4, NW1/4 of said Sec. 28, thence North 5 ft., thence West 405 ft., thence South 5 ft., thence East 405 ft. to the point of beginning, subject to Easements for sewer.

That part of the Southeast Quarter of the Northeast Quarter (SE1/4, NE1/4) of Section Eleven (11), Township Eighty-one (81) North, Range Thirty-six (36), West of the 5 th P.M., Audubon County, Iowa, described as follows: Commencing at the Northeast corner of the NE1/4 of said Section 11, thence South 00°00’ East 1,378.23 feet along the East line of said NE1/4 to the point of beginning, thence continuing South 00°00’ East 700 feet along the East line of said NE1/4, thence South 90°00’ West 640 feet, thence North 00°00” West 700 feet; thence North 90°00’ East 640 feet to the point of beginning, said parcel containing 10.28 acres, more ore less, subject to the presently established county road right-of-way.

 

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This deed shall be subject to liens and encumbrances suffered or permitted by Grantee, taxes and assessments payable by Grantee, applicable zoning regulations and easements of record for public utilities and established roads and highways.

BLACK HAWK COUNTY

Lot number one (1) excepting the Easterly One Hundred (100) feet in even width thereof bounded as follows:

Commencing at a point in the Southerly line of said Lot No. One (1) which is One Hundred (100) feet Westerly of the Easterly line of said Lot measured at right angles thereto; thence Northerly along a line which is One Hundred (100) feet Westerly of and parallel with the Easterly line of said Lot to the Northwesterly line of said Lot; thence North easterly along the Northwesterly line of said Lot to the most Northerly corner of said Lot; thence Easterly along the Northerly line of said Lot to the Easterly line of said Lot; thence Southerly along the Easterly line of said Lot to the Southerly line of said Lot; thence Westerly along the Southerly line of said Lot to the place of beginning.

In Corwin’s Subdivision in the City of Waterloo, Iowa, beginning in Riverside Addition to the City of Waterloo subject to all existing rights-of-way of the Chicago, Great Western Railroad Company, and of the Illinois Central Railroad Company, and also all existing public highways.

All that part of the southwesterly forty (40) feet of Lot four (4) in Block four (4) original plat east of the Cedar River in the City of Waterloo, Black Hawk County, Iowa, lying northwesterly of the alley running through said block parallel with East Fourth street, the southeasterly line of said alley being one hundred (100) feet northwesterly from the northwesterly line of said East Fourth street, the said alley being ten (10) feet in width.

Also:

The northwesterly forty (40) feet of the southwesterly twenty (20) feet of Lot four (4), Block four (4), in Waterloo, Iowa, east of the Cedar River.

The northeasterly forty-five (45) feet of the southeasterly twenty-five (25) feet of Lot seven (7) in Block eight (8) in the original plat of the City of Waterloo, Iowa, on the west side of the Cedar River.

And further described as follows, to wit:

Commencing at the easterly corner of said Lot seven (7), from thence running southwesterly along the southeasterly line of said Lot seven (7), forty-five (45) feet, thence at right angles northwesterly twenty-five (25) feet, thence at right angles northeasterly forty-five (45) feet to the southwesterly line of alley running through said Block eight (8), thence southeasterly along the southwesterly line of said alley twenty-five (25) feet, to the place of beginning.

Also: the southwesterly five (5) feet of the southeasterly twenty-five (25) feet of the northeasterly fifty (50) feet of Lot number seven (7), in Block number eight (8), in the city of

 

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Waterloo, Iowa, Original Plat West side of the Cedar River, subject to the condition that the southwesterly five (5) feet of the northeasterly fifty (50) feet of the southeasterly twenty-five (25) feet of said Lot seven (7) is to be used jointly by the owners of the southeasterly twenty-five (25) feet of Lot seven (7) and the northwesterly forty (40) feet of Lot eight (8) in said Block eight (8) as an alley or driveway and in case the city of Waterloo shall open a public alley extending from the easterly end of said driveway to Fifth Street or the alley originally platted in said Block the said alley or driveway agreed to be opened shall be a public alley.

Part of Lot number eighteen (18) of Auditor’s Bayou Plat and lands adjacent to said lot in the City of Waterloo, Iowa, more particularly described as follows, to wit:

Commencing at the point of intersection on Lafayette street in Waterloo, Iowa, where the northwesterly line of Lot eighteen (18), Auditor’s Bayou Plat, intersects the southwesterly line of said highway, as the point of beginning; thence southwesterly along the northwesterly line of Lot eighteen (18), Auditor’s Bayou Plat, to a point on said line sixteen and six-tenths (16.6) feet northeasterly from the southeasterly corner of said Lot eighteen (18); thence southeasterly in a straight line to a popint on the southwesterly line of said Lot eighteen (18), sixty-nine (69) feet southeasterly from the southwesterly corner of said Lot eighteen (18); thence southeasterly in a straight line to a point on a line extended parallel with and one hundred seventy-two and ninety-one hundredths (172.91) feet southeasterly from the northwesterly line of said Lot eighteen (18), which point is twenty-five(25) feet southwesterly from the southwesterly line of said Lot eighteen (18); thence in a straight line parallel with the southwesterly line of Sycamore street in Waterloo, Iowa, as extended three hundred and sixty (360) feet; thence in a straight line parallel with the southwesterly line of said Lot eighteen (18) to the right-of-way of the Illinois Central Railroad Company; thence northerly and northwesterly along the Illinois Central Railroad Company’s right-of-way to the point of intersection of the northwesterly line of said Illinois Central right-of-way with the northeasterly line of said Lot eighteen (18); thence along the northeasterly line of said Lot eighteen (18) coinciding with the southwesterly line of Lafeyette street to the point of beginning; except a triangular piece in the southwesterly corner of Lot eighteen (18) of Auditor’s Bayou Plat which is described as follows, to wit:

Beginning on the southwesterly line of the said Lot eighteen (18), sixty-nine (69) feet from the southwesterly corner of said Lot, thence in a northwesterly direction to a point on the northwesterly line of said Lot eighteen (18), sixteen and six-tenths (16.6) feet northeasterly from the southwesterly corner of said Lot eighteen (18); thence along the northwesterly line of said Lot eighteen (18), sixteen and six-tenths (16.6) feet to the southwesterly corner of said Lot, thence southeasterly along the southwesterly line of said Lot eighteen (18) to point of beginning.

Also: Commencing at a point on a line parallel with the northwesterly line of Lot eighteen (18) in Auditor’s Bayou Plat, one hundred seventy-two and nine-tenths (172.9) feet southeasterly from the northwesterly line and twenty-five (25) feet from the southwesterly line of said Lot eighteen (18) at the point of beginning; thence in a straight line parallel with the line of Sycamore Street as extended, three hundred sixty (360) feet; thence in a straight line parallel with the southwesterly line of Lot eighteen (18) to the right of way of the Illinois Central Railroad Company; thence northerly and northwesterly along the Illinois Central Railroad Company’s right of way to the southeast corner of said Lot eighteen (18); thence along the southwesterly line for said Lot eighteen (18) to a point sixty-nine (69) feet southeasterly from the southwesterly corner of said Lot eighteen (18); thence in a straight line to the point of beginning.

 

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A tract of land commencing at a point on the established River Front Line on the Southwesterly side of the Cedar River One Hundred thirty-seven and nine-tenths ft. (137.9’) Northwesterly from the intersection of that line with the northwesterly line of Bridge Street, running thence Northwesterly on said River Front Line Ten ft. (10’), thence Northeasterly on a line parallel with Bridge Street Five and eight-tenths ft. (5.8’), thence Southeasterly on a line substantially parallel with said River Front Line Thirty-six and six-tenths ft. (36.6’) to the northerly corner of the existing Young Men’s Christian Association building, thence Southwesterly on a line parallel with Bridge Street Three ft. (3’), thence Northwesterly on a line parallel with the said River Front Line Twenty-six and six-tenths ft. (26.6’), thence Southwesterly on a line parallel with Bridge Street Two and eight-tenths ft. (2.8’) to the place of beginning, all in the City of Waterloo, Iowa.

Subject to the covenant by the grantee, its successors or assigns, to build and maintain in perpetuity a stone or concrete river wall three ft. (3’) thick of such a height, with such footings and according to such plans and specifications as may be approved by the City Engineer of Waterloo, Iowa, and the Executive Council of Iowa, the river side and said wall to coincide with the river side of said tract, and to be so constructed that a seven foot (7’) sidewalk may be built along and suspended from the river side thereof; and the right is hereby granted by said River Front Improvement Commission to use so much of the bed of the river outside the tract above described as may be necessary to provide suitable footings for said wall.

Together with all rights in and to maintain the Company’s dam on or adjacent to this parcel.

The Northeasterly twelve (12) feet in width, fronting on Park Avenue, lying adjacent to the line established by the River Front Commission and along the Southwesterly side thereof, between the Southeasterly line of Park Avenue, the Northeasterly line of Cedar Street and Northwesterly line of Bridge Street in Mill Square, and running back from Park Avenue to the Northwesterly line of real estate owned by the Young Men’s Christian Association, all in the City of Waterloo, Iowa.

Together with all rights in and to and to maintain the Company’s dam on or adjacent to this parcel.

Those parts of Lot One (1), Auditor’s Bayou Plat in the east  1 2 of Section 23, Township 89, Range 13, in the City of Waterloo, Iowa, described as follows, to wit:

Beginning at a point on the northeasterly line of Lafayette Street that is 190 feet directly east of the west line of the East  1 2 of Section 23-89-13; thence southeasterly along the northeasterly line of Lafayette Street 556.6 feet; thence directly north parallel with the west line of the East  1 2 said Section 23, 362.0 feet; thence on a curve to the left whose radius is 409.3 feet, 250 feet; thence northwesterly 686.2 feet to a point on the east line of the west 190 feet on the East  1 2 of said Section 23, that is 42.9 feet south of southerly line of Park Road; thence south parallel with and 190 feet east from the west line of the East  1 2 of said Section 23, 851.2 feet to point of beginning, containing 7.14 acres more or less, and

Also the following described tract of land; the southeasterly 320 feet of that part of Lot 1 in Auditor’s Bayou Plat lying between Lafayette Street, and the River Front Line along the Cedar

 

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River, except therefrom a parcel in the easterly corner described as follows: Beginning at the easterly corner of said tract thence northwesterly along the line of Lafayette Street 130 feet; thence southeasterly on curve whose radius is 337.9 feet to a point on the southeasterly line of said tract that is 112 feet from point of beginning; thence northeasterly 112 feet to the point of beginning, containing 1.46 acres more or less.

All of that part of the East One Hundred Fifty-Seven (157) feet of the West One Hundred Ninety (190) feet of Lot No. One (1), in Auditor’s Bayou Plat of a part of Section Twenty-Three (23), Township Eighty-Nine (89) North, Range Thirteen (13) West of the 5 th P.M., in the City of Waterloo, Iowa, lying north of the northerly line of Lafayette Street.

Beginning at a point in the west line of Elm Street 25.85 feet westerly from River Front Improvement Commission Monument No. 43, as measured along the River Front Improvement Commission line, between Monuments No. 43 and No. 44; thence southerly along the west line of Elm Street 69.54 feet; thence northwesterly on an angle of 72 degrees 14 minutes with the west line of Elm Street 224.90 feet; thence westerly on an angle of 4 degrees 53 minutes left 215.85 feet to a point in the River Front Improvement Comission line between Monuments No. 44 and No. 45, said point being located at a distance of 36.42 feet westerly from Monument No. 44, as measured along said River Front Improvement Commission line; thence easterly along said River Front Improvement Commission line 36.42 feet to Monument No. 44; thence easterly along said River Front Improvement Commission line 390.65 feet to point of beginning; all in the City of Waterloo, Iowa.

The North One-Half of Lots Nos. Nineteen (19) and Twenty (20) except the North Seventy-Five (75) feet thereof of the West One Hundred Fifty (150) feet thereof in Northeydale in Black Hawk County, Iowa.

Beginning at the point of intersection of the Southerly line of Sycamore Street and the Westerly line of vacated McLean Street in the City of Waterloo, Iowa; thence Easterly along the Southerly line of Sycamore Street Twenty (20) feet more or less, to the center line of vacated McLean Street; thence Southerly along the center line of vacated McLean Street to the Northerly right-of-way line of the Illinois Central Railroad; thence Westerly along the Northerly right-of-way line of the Illinois Central Railroad to the Westerly line of vacated McLean Street to the place of beginning, all in the City of Waterloo, Black Hawk County, Iowa.

All that part of the Northwest Quarter of Section Twenty-three (23) in Township Ninety (90) North, in Range Thirteen (13) West of the Fifth Principal Meridian that lies within the following described boundaries:

Commencing at the Southwest corner of the said Northwest Quarter, and running thence East along the South line of said Northwest Quarter a distance of Six Hundred (600) feet; thence North along a line that is parallel to the West line of said Northwest Quarter, to the point of intersection with the Southeasterly line of the right of way of the Waterloo, Cedar Falls & Northern Railroad Company as the said right of way is now located and established; thence Southwesterly along the Southeasterly line of said right of way to the point of intersection with the West line of said Northwest Quarter, and running thence South along the West line of said Northwest Quarter to the point of beginning.

 

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All of Lots Two (2), Three (3) and Four (4) in Auditor’s Bayou Plat, in Waterloo, Iowa, and that part of Lots Seven (7), Eight (8) and Eleven (11) in said Auditor’s Bayou Plat lying within the following description; -Beginning at a point on the northerly Original right-of-way line of Waterloo, Cedar Falls & Northern Railroad that is two hundred fifty-six (256) feet (measured on a line that is parallel with the line between Lots Ten (10) and Eleven (11) in Uriah DeBois Addition to the City of Waterloo, East side of Cedar River, Black Hawk County, State of Iowa) from the westerly line of Utica Street; thence northeasterly parallel with and two hundred fifty-six (256) feet from the westerly line of Utica Street to the northeasterly line of Lot nine (9) in said Uriah DeBois Addition if extended; thence southeasterly along the line of said Lot Nine (9) if extended to the easterly line of said Lot Seven (7); thence northerly along the easterly line of said Lot Seven (7) to a point that is one hundred twenty (120) feet from the northeast corner of said Lot Seven (7); thence northwesterly on a line that is parallel with and one hundred twenty (120) feet from the northerly line of said Lot Seven (7), fifty (50) feet; thence northerly parallel with and fifty (50) feet from the easterly line of said Lot Seven (7), one hundred twenty (120) feet to the northerly line of said Lot Seven (7); thence northwesterly along the northerly line of said Lots Seven (7) and Eight (8) to the northwest corner of said Lot Eight (8); thence southwesterly along the line of said Lot Eight (8) to the southwest corner of said Lot Eight (8) which is on the original right-of-way line; thence along the southerly line of said Lots Eight (8) and Eleven (11), which is the original right-of-way line, to the point of beginning containing approximately ten (10) acres; except that part of Lot 2, Auditor’s Bayou Plat, Waterloo, Black Hawk County, Iowa, described as follows:

Beginning at the northwest corner of said Lot 2, said point being on the south line of Park Road at a point eleven and seventeen hundredths (11.17) feet east of the east line of Broadway Street extended south; thence southeasterly one hundred thirty-five and two tenths (135.2) feet along the west line of said Lot 2, said lot line being a one thousand three hundred eighty-two and sixty-nine hundredths (1382.69) foot radius curve concave northeasterly, with a chord bearing of S4°59’25”E; thence continuing along the northerly right of way line of Iowa Highway No. 57, two hundred eight-three and one tenth (283.1) feet along a four hundred eighteen and four tenths (418.4) foot radius curve, concave northeasterly with a chord bearing S38°11.6’E; thence S57°35’00”E one hundred sixty-three and sixty-seven hundredths (163.67) feet along said northerly right of way line; thence N34°30’40”E three hundred twenty-nine and twelve hundredths (329.12) feet to the southerly line of Park Road; thence N55°29’20”W one hundred seventy-six and forty-nine hundredths (176.49) feet along said south line of Park Road; thence N75°25’50”W two hundred fifty-nine and seventy-nine hundredths (259.79) feet along said south line of Park Road; thence N89°40’50”W one hundred ten and one tenth (110.10) feet along said south line of Park Road to the point of beginning; and except that part of Lots Nos. 2, 3 and 4 in Auditor’s Bayou Plat in the City of Waterloo, Black Hawk County, Iowa, bounded as follows:

Beginning at a point 135.2 ft. south of the northwest corner of said Lot 2 on the west line thereof, thence southeasterly 283.1 ft. along a 418.4 ft. radius curve concave northeasterly with a long chord bearing S38°11.6’E, thence S57°35’E 669.6 ft. to a point on the east line of said Lot 4, thence S32°25’W 79.8 ft. along the southeasterly lot line of said Lot 4 to the southerly corner of said Lot 4, thence N56°44.6’W 392.0 ft. along the southwesterly lot lines of said Lots 3 and 4 to the westerly corner of said Lot 3, thence S36°00’W 5.9 ft. along the southeasterly lot line of

 

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said Lot 2, thence N57°35’W 277.6 ft.; thence northwesterly 102.5 ft. along a 498.4 ft. radius curve concave northeasterly with a long chord bearing N51°41.6’W to the west line of said Lot 2, thence northerly along the west line of said Lot 2 to the point of beginning.

That part of Lots Seven (7), Eight (8) and Eleven (11), Auditor’s Bayou Plat in the City of Waterloo, Iowa, described as follows:

Commencing at a point on the Westerly extension of the Southwesterly line of Lot Eleven (11) in Uriah Dubois Addition which is Two Hundred Fifty-six (256) feet Northwesterly on the Westerly line of Utica Street; thence Northeasterly parallel with said Westerly line of Utica Street Forty-four and One Tenth (44.10) feet to the most Southerly corner of that tract of described in Deed 487-47 and point of beginning;

Thence continuing Northeasterly parallel with said Utica Street to a point on a Westerly extension of the Northeasterly line of Lot Nine (9) in said Uriah Dubois Addition;

Thence Southeasterly to the most Westerly corner of Lot Fifty (50) in Morris Case’s Addition;

Thence Northeasterly along the Northwesterly line of said Lot Fifty (50) to a point which is One Hundred Twenty (120) feet Southwesterly of the Most Northerly corner of Lot Fifty-one (51) in said Morris Case’s Addition;

Thence Northwest at right angles Fifty (50) feet;

Thence Northeast at right angles One Hundred Twenty (120) feet to the Northeasterly line of Lot Seven (7) in said Auditor’s Bayou Plat, said point also being the most Northerly corner of that Tract recorded in Deed 377-79;

Thence Northwesterly along the Northeasterly line of said Lot Seven (7) One Hundred Forty and Seven Tenths (140.7) feet to the Easterly line of that easement acquired by the City of Waterloo, Iowa, June 13, 1967;

Thence Southwesterly Three Hundred One and Twenty-One Hundredths (301.21) feet along said Easterly line to the Southerly line of that Tract as described in Deed 487-47;

Thence Southeasterly One Hundred Sixteen and Thirty-one Hundredths (116.31) feet to the point of beginning, containing 42,595 S.F.

All that part of the Southeast Quarter of the Northeast Quarter of Section Seven (7) lying West of the Right-of-Way of the Waterloo-Cedar Falls and Northern Railroad in Township No. 88 North Range No. 12 West of the Fifth Principal Meridian, excepting therefrom the West 100 feet of the East 300 feet of the South 100 feet thereof in Black Hawk County, Iowa.

A parcel of land lying southwesterly of Park Road, Waterloo, Iowa, said parcel being a part of Auditor’s Bayou Plat beginning at a point on the south line of Park Road, 40 feet west of the center line of Broadway extended southerly; thence west along said south line of Park Road, a distance of 366.9 feet; thence southerly along a curve to the left having a radius of 374.48 feet, concave easterly a distance of 97.93 feet to end of curve; thence southeasterly along a line which

 

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is tangent to the previously described curve, a distance of 676.58 feet to point of curve; thence southeasterly along a curve to the left having a radius of 910.37 feet, concave northeasterly a distance of 354.62 feet to end of curve; thence southeasterly along a line which is tangent to the last described curve a distance of 110 feet; thence northeasterly at a right angle to the last described course 50.55 feet to a point in the southwesterly line of Lot 8 of said Auditor’s Bayou Plat; thence northwesterly along said southwesterly line of Lot 8 and Lot 2, Auditor’s Bayou Plat, to the southwesterly line of U.S. Highway No. 20; thence northerly along said southwesterly line of highway to the point of beginning, containing an area of 5.0 acres, more or less. (Title to above described property subject to certain oil, gas and mineral rights reserved by former owner).

Lot One (1) in Miller’s Addition to the Village of Hudson, in Black Hawk County, Iowa.

Lot No. One (1) in Wilshire Heights in Elk Run Heights, in Black Hawk County, Iowa.

A tract of land in the West One-Half (W1/2) of the Southwest Quarter (SW1/4) of Section No. 33, Township No. 89 North, Range No. 13 West of the 5 th Principal Meridian in Black Hawk County, Iowa, described as follows: Beginning at the Southwest corner of said W1/2 of the SW1/4 of Section 33; thence North along the West line of said Section 33 a distance of 233 feet; thence East a distance of 372.55 feet to the Northwesterly line of the Chicago and Great Western Railroad; thence Southwesterly along said Northwesterly line a distance of 293.74 feet to the South line of the W1/2 of the SW1/4 of said Section 33; thence West along said South line a distance of 196.7 feet to the point of beginning; except the Southerly 45.0 feet in even width of a tract of land in the West  1 2 of the Southwest  1 4 of Section 33, Township 89 North, Range 13 West of the Fifth Principal Meridian, Waterloo, Black Hawk County, Iowa, described as follows:

Beginning at the southwest corner of said West  1 2 of the Southwest  1 4 of Section 33; thence north along the West line of said Section 33 a distance of 233 feet; thence East a distance of 372.55 feet to the Northwesterly line of the Chicago and North Western Transportation Company right of way (formerly the Chicago, Great Western Railroad) thence southwesterly along said Northwesterly line a distance of 293.74 feet to the South line of the West  1 2 of the southwest  1 4 of said Section 33; thence West along said South line a distance of 196.7 feet to the point of beginning.

Excepting therefrom the presently established right of way of West Ridgeway Avenue and Martin Road.

That part of Government Lot No. Nine (9) in Section No.Twenty-two (22), Township No. Eighty-eight (88) North, Range Twelve (12) West of the Fifth (5 th ) Principal Meridian, Black Hawk County, Iowa, bounded as follows:

Commencing at the point of intersection of the Southeasterly Line of the Washburn-Gilbertville Road (presently known as County Trunk “W”) with the West Line of Chambaud Street (presently known as Youngblut Road); thence South along the West line of said Youngblut Road a distance of Two Hundred Seventy (270) feet; thence West at right angles with the last described course a distance of Forty-six and Seventy-six Hundredths (46.76) feet to the

 

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Easterly margin of the Right of Way of the Waterloo Railroad Company (formerly the Waterloo, Cedar Falls and Northern Railroad); thence Northerly along the Easterly Margin of said Right of Way a distance of Two Hundred Sixty-seven and Five Hundredths (267.05) feet to the Southeasterly line of said County Trunk “W”; thence Northeasterly along the Southeasterly line of said County Trunk “W” to the point of beginning.

The West One Hundred Sixty (160) feet of the East One Hundred Eighty-five (185) feet of the North One Hundred Sixty (160) feet of the Southwest Quarter (SW1/4) of Section No.Three (3), Township No. Eighty-Nine (89) North, Range Thirteen (13), West of the Fifth P.M. (Grantor further grants and conveys unto Grantee an easement for ingress and egress over the North One-half (N1/2) of the Southwest Quarter (SW1/4) of said Section No. Three (3) of not less than twenty-five (25) feet in width in such places as may from time to time be designated to grantee, its successors and assigns.)

The North Two Hundred Thirty-three (233) feet of the East Two Hundred Thirty-three (233) feet of the Northeast Quarter of Section No.Eleven (11), Township No.Eighty-eight (88) North, Range No. Thirteen (13) West of the Fifth (5 th ) Principal Meridian, in the City of Waterloo, Black Hawk County, Iowa.

Lot No. Six (6) in Block No.Twenty-Six (26) in “Westfield” in Waterloo, Iowa.

Lot No. Five (5) in Block No.Twenty-Six (26) in “Westfield” in Waterloo, Iowa.

That part of Lots 1, 10, 13 and 14 of Auditor’s Bayou Plat, in the City of Waterloo, Iowa, described as follows:

Commencing at the most easterly corner of Lot 22, Auditor’s Bayou Plat (said corner being on the original North line of Oak Street);

thence North 58 degrees 00 minutes West along the northeast line of Lot 22 and said line extended a distance of 418 feet to the most southerly corner of Lot 14, Auditor’s Bayou Plat;

thence North 32 degrees 00 minutes East, a distance of 80 feet to the northeasterly line of Lafayette Street;

thence North 58 degrees 00 minutes West along the northeasterly line of Lafayette Street, a distance of 197.13 feet to the point of beginning;

thence North 58 degrees 00 minutes West along the northeasterly line of Lafayette Street, a distance of 208.28 feet;

thence along a curve concave northeasterly having a radius of 338.10 feet, a distance of 146.10 feet (long chord bearing North 13 degrees 07 minutes 00 seconds West);

thence North 00 degrees 44 minutes 20 seconds West along the tangent of the previously described curve, a distance of 248.38 feet;

 

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thence North 89 degrees 18 minutes 45 seconds East, a distance of 56.28 feet;

thence along a curve concave southwesterly having a radius of 1187.5 feet, a distance of 200.84 feet (long chord bearing South 31 degrees 03 minutes 30 second East);

thence South 26 degrees 12 minutes 50 seconds East along the tangent of the previously described curve, a distance of 55.37 feet;

thence South 18 degrees 33 minutes 30 seconds East, a distance of 179.23 feet;

thence along a curve concave southwesterly having a radius of 398.7 feet, a distance of 113.21 feet (long chord bearing South 14 degrees 39 minutes 10 seconds West) to the point of beginning.

A part of the NE  1 4 of the NE  1 4 of Sec. 19-88-12, Black Hawk County, Iowa, described as follows:

Commencing at a point on the W. line of the County Road which is 33’W of the N.E. Corner said Sec. 19; thence W. along the N. line of said Sec. 19, a distance of 600.0’; thence South 0°11’E. a distance of 307.75’; thence South 52°48’ West a distance of 308.27’ to the N.E.’ly R-O-W line of U.S. Hwy. No. 218 as now established thence S.E.’ly along the N.E.’ly line of U.S. Hwy No. 218 as now established a distance of 200.0’; thence N.E.’ly at right angles with the N.E.’ly line of said Hwy a distance of 908.0’ to a point in the W. line of the County Road along the E. line of said Sec. 19 which is 106.2’ S. of the point of beginning; thence N. along the W. line of said County Road to place of beginning. The E. line of the N.E.  1 4 of Sec. 19-88-12 is assumed bearing North-South.

An irregular parcel of land lying between Park Road and Utica Street being a part of Auditor’s Bayou Plat of the City of Waterloo, Black Hawk County, Iowa, more particularly described as follows:

Beginning at the southeast corner of property conveyed by the Waterloo Railroad Company to Iowa Public Service Company by deed dated October 17, 1958; and recorded November 6, 1958 in the Black Hawk County Recorder’s office in Book 389, pages 617, 618 & 619.

thence southeasterly along the southwesterly line of Lot 8 of said Auditor’s Bayou Plat a distance of 209 feet, more or less, to said railroad Company’s southeasterly property line;

thence southwesterly along said southeasterly property line a distance of 6 feet;

 

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thence northwesterly a distance of 206 feet, more or less, to the southwest corner of property previously conveyed to said Iowa Public Service Company;

thence northeasterly along said Iowa Public Service Company’s southerly property line a distance of 50.55 feet to the point of beginning, containing an area of 5,800 square feet, more or less.

That part of the Northeast Quarter of the Northeast Quarter of Section No. Nineteen (19), Township No.Eighty-eight (88) North, Range No. Twelve (12) West of the Fifth Principal Meridian in Black Hawk County, Iowa, described as follows: Commencing at a point on the west line of the County Road that is Thirty-three (33) feet West of a point that is Three Hundred Thirty-one and Thirty-two Hundredths (331.32) feet South of the Northeast corner of said Section; thence West a distance of Two Hundred Ninety-six and Eighty-three (296.83) feet; thence South Fifty-two (52) degrees Forty-eight (48) minutes West a distance of One Hundred Forty-eight and Eighty-six hundredths (148.86) feet; thence East a distance of Four Hundred Fifteen and Forty Hundredths (415.40) feet to a point that is Thirty-three (33) feet West of the East line of said Section; thence North parallel with and Thirty-three (33) feet West of the East line of said Section a distance of Ninety (90) feet to the point of beginning. The East line of the Northeast Quarter of said Section is assumed bearing North-South.

That part of the Southeast Quarter of the Southeast Quarter of Section No. Thirty-five (35), Township No. Ninety (90) North, Range No. Twelve (12) West of the Fifth Principal Meridian in Black Hawk County, Iowa, bounded as follows:

Commencing at a point Thirty-three (33) feet North and Fifty (50) feet West of the Southeast corner of said Section; thence North One Hundred Fifty (150) feet; thence West One Hundred Fifty (150) feet; thence South One Hundred Fifty (150) feet; thence East One Hundred Fifty (150) feet to the point of beginning.

The south one-half of the northwest one-quarter and the north one-half of the southwest one-quarter of Section No. 23, Township No. 90 North, Range 13, West of the Fifth Principal Meridian in Black Hawk County, Iowa, excepting therefrom that part of the southwest one quarter of the northwest one quarter of said property which lies northwesterly of the southeasterly right of way line of the Waterloo, Cedar Falls, & Northern Railroad as the same has heretofore been located and established, and also excepting therefrom that part of said southwest one quarter of the northwest one quarter described as follows:

Commencing at the southwest corner of the northwest quarter of Section No. 23, running thence east along the south line of said northwest quarter of said section a distance of 600 feet, thence north along a line parallel to the west line of said northwest quarter to the intersection of said line with the southeasterly right of way line of the Waterloo, Cedar Falls & Northern Railroad as the same has heretofore been located and established; thence southwesterly along the said southeasterly right of way line to its intersection with the west line of said northwest quarter; thence south along the west line of said northwest quarter to the place of beginning; and also accepting therefrom that part of the northwest one quarter of the southwest one quarter described as follows:

Commencing at the northwest corner of the southwest one quarter of said Section No. 23, running thence South along the west line of said Section 23, a distance of 466.69 feet; thence east parallel with the north line of the said southwest one quarter a distance of 466.69 feet; thence north parallel with the west line of said Section No. 23 to the north line of the said southwest one quarter; thence west along the north line of the said southwest one quarter to the point of beginning.

 

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That part of the Northeast Quarter of the Northeast Quarter of Section No. Nineteen (19), Township No.Eighty-eight (88) North, Range No. Twelve (12) West of the Fifth Principal Meridian, in Black Hawk County, Iowa, described as follows:

Commencing at the Northeast corner of said Section; thence South along the East line of said Section Three Hundred Thirty-one and Thirty-two Hundredths (331.32) feet; thence West Two Hundred Forty-nine and Eight-three Hundredths (249.830) feet to the point of beginning thence North parallel with said East line Sixty and Seventy-five Hundredths (60.75) feet; thence South Fifty-two (52) degrees Forty-eight (48) minutes West a distance of One Hundred and Forty-five Hundredths (100.45) feet along a line which is at right angles with the Northeasterly line of U.S. Highway #218 as now established and which if extended would intersect the Northeasterly line of said U.S. Highway #218 as now established at a point Eight Hundred Seventeen and Sixty-four Hundredths (817.64) feet Southeasterly (as measured along the Northeasterly line of said Highway as now established) of the North line of said Section; thence East Eighty (80) feet to the point of beginning.

The East line of said Section is assumed to bear due North and South.

The north one-half of that part of the Northeast Quarter of the Southeast Quarter of Section No. Twenty-one (21), Township No.Eighty-nine (89) North, Range No. Thirteen (13) west of the Fifth Principal Meridian, in Black Hawk County, Iowa described as follows:

Commencing at a point on the North line of said Northeast Quarter of the Southeast Quarter which is Two Hundred Thirty-Four (234) feet west of the Northeast corner of said Northeast Quarter of the Southeast Quarter; said point being the intersection of the North line of said Northeast Quarter of the Southeast Quarter and the West line of the Waterloo, Cedar Falls and Northern Railway Co. (now Waterloo Railroad Company) right of way; thence west along the north line of said Northeast quarter of the Southeast Quarter a distance of Two Hundred Forty-six (246) feet; thence south along a line parallel with the east line of said Northeast Quarter of the Southeast Quarter a distance of Four Hundred Ninety-five and Six Tenths (495.6) feet; thence East along a line parallel with the north line of said Northeast Quarter of the Southeast Quarter a distance of Two Hundred Forty-Six (246) feet to the West line of the Waterloo Railroad Company right of way; thence North along the West line of said right of way a distance of Four Hundred Ninety-five and Six Tenths (495.6) feet to the place of beginning. Except all legal highways.

That part of Block 5, Aladdin Addition to Waterloo, Iowa, described as beginning at the Northeast corner of said Block 5; thence South two hundred seventeen and sixty-five hundredths (217.65) feet along the East line of said Block 5; thence deflect right 89°31’50” a distance of five (5.00) feet; thence Northerly two hundred seventeen and seventy-four hundredths (217.74) feet to the North line of said Block 5; thence East thirteen (13.0) feet to the point of beginning.

 

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That part of the Northeast Quarter of the Northeast Quarter of Section 19, Township 88 North, Range 12 West of the 5 th P.M., Black Hawk County, Iowa, described as follows: Commencing at the Northeast corner of said Section; thence South along the East line of said Northeast Quarter 331.32 feet; thence North 90° West 249.83 feet to the point of beginning; thence North 0° East 60.75 feet; thence North 52°50’08” East 10.04 feet; thence South 0° West 66.82 feet; thence North 90° West 8.00 feet to the point of beginning.

The East line of the Northeast Quarter of Section 19 is assumed to bear North 0° East in these descriptions.

The above described tract of land is also known as Parcel “B” of the NE  1 4 NE  1 4 of Section 19, Township 88 North, Range 12 West of the 5 th P.M., Black Hawk County, Iowa.

Midport Sub

Parcel “A” of Plat of Survey 330 Misc. 586, being that part of the Southwest Quarter of Section 2, Township 89 North, Range 13 West of the 5 th P.M. Black Hawk County, Iowa, described as follows:

Beginning at a point on the West line of the Southwest Quarter which is 150.0 feet North of the Southwest corner of said Southwest Quarter, thence South 47°23’ East, 118.12 feet of a point 70.0 feet North of the South line of said Southwest Quarter, said point being on former Highway station 93+65 at 70 feet from centerline; thence North 90°00’ East, parallel with said South line, 132 feet to former Highway station 94+97; thence South 84°27’20” East 103.48 feet to former Highway station 96+00 at 60 feet from centerline; thence North 90°00’ East, 77.53 feet parallel with said South line; thence North 0°59’05” East 365.40 feet; thence North 90°00’ West, parallel with said South line, 401.0 feet to the West line of said Southwest Quarter; thence South 0°59’05” West, 275.4 feet to the point of beginning.

Shaulis Road Substation

Parcel “F” of Plat of Survey Doc. #2013-07386 of part of the South 40 acres of the Southwest Quarter of Section 9, Township 88 North, Range 13 West of the 5 th P.M., Black Hawk County, Iowa.

Part of Electrifarm Substation

A parcel of land located in the North East Quarter of Sec. Thirteen, Twp., Eight-Eight, Range No Fourteen West of the 5th P.M., Waterloo, Black Hawk County, Iowa, described as follows;

Beginning at the Northeast corner of said Sec. Thirteen; thence South Zero (0) degrees, Sixteen (16) minutes and Thirty eight (38) seconds West along the East line of said Sec. Thirteen a distance of Thirteen Hundred Twenty-Five and Sixty One-Hundredths(1325.60);thence West a distance of Seventeen Hundred Forty-one and Thirty-four One Hundredths (1741.34) feet to the Easterly right-of-way-line of U.S. Highway Sixty-Three (63), thence North Thirty-Six degrees (36), Fourteen minutes (14) and Thirty-eight seconds (38) East along said right-of-way line a distance of Fourteen Hundred Ninety-Nine and Ninety-five One hundredths (1499.95) feet;

 

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thence North Sixty-four(64) degrees, Eighteen (18)minutes and Thirty-two seconds along said right-of-way line distance of Two Hundred Sixty Five and Sixty-Nine One-Hundredths (265.69) feet to the North line of said Sec. Thirteen; thence North Eighty-Nine (89) degrees, Fifty-Six minutes and thirteen (13) seconds along said North line a distance of Six Hundred Twenty-one and Fifty-two One Hundredths (621.52)feet to a point of beginning; And also the West Thirty-Three and Zero Hundredths (33.00) feet of the North Six Hundred Ninety-one and Zero One-Hundredths (691.00) feet of the North West Quarter of Sec. Eighteen, Twp. Eighty-Eight, Range No. Thirteen West of the Fifth P.M., Waterloo, Black Hawk County, Iowa; And excepting therefrom all legal highways.

Except:

That part of the Northeast Quarter (NE  1 4 ) of Section Thirteen (13), Township Eighty-eight North (T88N), Range Fourteen West (R14W) of the Fifth Principal Meridian all in the City of Waterloo, Black Hawk County, Iowa, described as follows:

Commencing at the Northeast corner of said Northeast Quarter (NE  1 4 ) of Section Thirteen (13); thence S89° 39’50”W Six Hundred Twenty-one and Fifty-two Hundredths (621.52) feet along the North line of said Northeast Quarter (NE  1 4 ); thence S64°02’20”W Fifty-seven and Twenty-three Hundredths (57.23) feet to a point on the Easterly right of way of U.S. Highway No. 63 and point of beginning, said point also being Twenty-four and Seventy-five Hundredths (24.75) feet normally distant South of the North line of said Northeast Quarter (NE  1 4 ); thence continuing S64°02’20”W Eighty-one and Fifty-one Hundredths (81.51) feet along the Easterly right of way line of U.S. Highway No. 63 to a point which is Sixty (60.0) feet normally distant South of the North line of said Northeast Quarter (NE  1 4 ); thence N89°39’50”E Four Hundred Fifty-seven and Forty-eight Hundredths feet parallel with the North line of the Northeast Quarter (NE  1 4 ); thence S33°04’20”E One Hundred Sixty-six and Forty-three Hundredths (166.43) feet to a point which is Two Hundred (200.0) feet normally distant South of the North line of said Northeast Quarter (NE  1 4 ); thence S0°20’10”E Four Hundred Forty and Forty-seven Hundredths (440.47) feet; thence Southwesterly Five Hundred Ninety and Fifty-three Hundredths (590.53) feet along a One Thousand Eighty-six and Twenty-eight Hundredths (1086.28) foot radius curve concave Northwesterly, with a chord of Five Hundred Eighty-three and Thirty-three Hundredths (583.33) feet which bears S15°12’50”W to a point which is Sixty (60.0) feet normally distant Northwesterly of the centerline of Eldora Road; thence N59°11’25”W Twenty (20.0) feet to a point which is Eighty (80.0) feet normally distant Northwesterly from the centerline of said Eldora Road; thence S30°48’35”W One Hundred Fifty-four and Seventeen Hundredths (154.17) parallel with the centerline of said Eldora Road to the South line of the North Half of the Northeast Quarter (N  1 2 NE  1 4 ) of said Section Thirteen (13); thence N89°42’10”E Fifty-four and Eighty-six Hundredths (54.86) feet along said South line to a point which is Thirty-three (33.0) feet normally distant Northwesterly of the Centerline of said Eldora Road; thence N30°48’35”E Six Hundred Forty-eight and Nineteen Hundredths (648.19) feet parallel with the centerline of said Eldora Road; thence Northeasterly Seventy-two and Forty-three Hundredths (72.43) feet along a Six Hundred Five and Ninety-six Hundredths (605.96) foot radius curve, concave Southeasterly, with a long chord of Seventy-two and Thirty-nine Hundredths (72.39) feet which bears N34°14’30”E to a point which is Seventeen (17) feet normally distant west of the East line of said Northeast Quarter (NE  1 4 ); thence N0°00’E Six Hundred Eighty-four and Ninety-eight Hundredths (684.98) feet parallel with said East line to a point which is Twenty-four and

 

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Seventy-five Hundredths (24.75) feet normally distant south of the North line of said Northeast Quarter (NE  1 4 ); thence N89°39’50”W Six Hundred Fifty-five and Ninety-seven (655.97) feet parallel with said North Line to the point of beginning.

The above described parcel contains 194,674 S.F.

Also Except:

That Part of the Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ) Section Thirteen (13), Township Eighty-eight North (T88N), Range Fourteen West (R14W) of the Fifth Principal Meridian, City of Waterloo, Black Hawk County, Iowa, described as follows: Commencing at the Northeast corner of the Northeast Quarter (NE  1 4 ) of said Section Thirteen (13); thence S0°00’E (previously recorded as S0°16’38”W) Thirteen Hundred Twenty-four and Thirty-eight Hundredths (1324.38) feet (previously recorded as 1325.60’) along the East line of said Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ) to the South line of said Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ); thence S89°42’10”W Thirty-three (33.0) feet along said South line to the point of beginning; thence continuing S89°42’10”W Two Hundred Seventy-nine and Sixty-three (279.63) feet along said South line to a point which is Thirty-three (33.0) feet normally distant Southeasterly of the centerline of Eldora Road; thence N30°48’35”E Five Hundred Forty-five and Ninety-two Hundredths (545.92) feet parallel with the centerline of Eldora Road to a point which is Thirty-three (33.0) feet normally distant West of the East line of said Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ); thence S0°00’E Four Hundred Sixty-seven and Forty-two Hundredths (467.42) feet to the point of beginning.

Parcel Area = 65,348 S.F.

Total Area = 260,022 S.F.

The East line of the Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ) is assumed to bear N0°00’E

BREMER COUNTY

The North One Hundred (100) feet of the East One Hundred Thirty-three (133) feet of the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section Twenty-seven (27), Township Ninety-one (91) North, Range Thirteen (13) West of the 5 th P.M., subject to public highway.

Part of the Northeast Quarter (NE1/4) of Section Thirty-five (35), Township Ninety-One North (T91N), Range Fourteen West (14W) of the Fifth Principal Meridian in Janesville, Bremer County, Iowa, described as follows: Beginning at a point on the South line of said NE  1 4 that is One Thousand Seven Hundred Nine and Forty-four Hundredths (1709.44) feet West of the Southeast corner of said NE1/4; thence N00°38’45”E One Hundred Thirty-three (133) feet; thence N90°00’W Eighty and Five Tenths (80.5) feet; thence S00°38’45”W One Hundred Thirty-three (133) feet to the South line of said NE  1 4 ; thence N90°00’E Eighty and Five Tenths (80.5) feet to the point of beginning, except all legal roadways, containing 0.185 acre, exclusive of roadway.

Note: The South line of said NE1/4 is assumed to bear N90°00’E.

 

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That part of the Northeast Quarter (NE1/4) of Section Twenty-five (25), Township Ninety-two (92) North, Range Fourteen (14) West of the Fifth Principal Meridian, Bremer County, Iowa, described as follows:

Parcel “A” of that part of the Northeast Quarter (NE  1 4 ) of Section Five (5), Township Ninety-two North (T92N), Range Fourteen West (R14W) of the 5 th P.M., Bremer County, Iowa, described as follows: Beginning at a point on the North line of said Northeast Quarter (NE  1 4 ) which is One Thousand Three Hundred Twenty-four and Forty-one Hundredths (1324.41) feet East of the Northwest corner of said Northeast Quarter (NE  1 4 ); thence S0°00’W One Hundred Fifty-three (153.0) feet; thence N90°00’W One Hundred Twenty (120.0) feet; thence N0°00’E One Hundred Fifty-three (153.0) feet to the North line of said Northeast Quarter (NE  1 4 ); thence N90°00’E One Hundred Twenty (120.0) feet to the point of beginning, containing 0.42 acre, including 0.09 acre of present established roadway easement along the North side thereof.

BUCHANAN COUNTY

Commencing at a point One Thousand Ninety-three (1093) feet West of the Southeast corner of Section Thirty (30), Township Eight-nine (89) North, Range Ten (10) West of the 5 th P.M. in Buchanan County, Iowa, thence North One Hundred Eighty-three (183) feet, thence East One Hundred Fifty (150) feet, thence South One Hundred Eighty-three (183) feet to the South line of said Section Thirty (30), thence West along the South line of said Section Thirty (30), One Hundred Fifty (150) feet to the point of beginning, excepting all legal highways.

BUENA VISTA COUNTY

Commencing at a point Thirty-three (33) feet West of the Northeast corner of the North Half of the Southeast One-quarter (SE1/4) of the Southeast one-quarter (SE1/4) of Section thirty-three (33) in Township Ninety-one (91) North, Range Thirty-seven (37) West of the Fifth (5 th ) P.M., running thence West Two Hundred Eight and seven-tenths (208.7) feet, thence South Two Hundred Eight and seven-tenths (208.7), thence East Two Hundred Eight and seven-tenths (208.7) feet, thence North Two Hundred Eight and seven-tenths (208.7) feet to the point of beginning being approximately one acre in the Northeast corner of the said North One-half (N1/2) of the Southeast One-quarter (SE1/4) of the Southeast one-quarter (SE1/4) of the above named Section, in Buena Vista County, Iowa.

Commencing at a point Thirty-three (33) feet West and Two Hundred Eight and Seven-tenths (208.7) feet South of the Northeast Corner of the North Half of the Southeast Quarter of the Southeast Quarter (N1/2 SE1/4 SE1/4) of Section No. Thirty-three (33), Township 91, Range 37; running thence South Sixty (60) feet, thence West Two Hundred Eight and Seven-tenths (208.7) thence North sixty (60) feet, thence East Two Hundred Eight and Seven-tenths (208.7) feet to the point of beginning.

Lot Three (3) of the Auditor’s Subdivision of the Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4) of Section Thirty-three (33), Township Ninety-one (91) North, Range Thirty-seven (37), West of the Fifth P.M.

East One Hundred (100) Feet of the North Three Hundred Ninety-eight and seven tenths (398.7) Feet of Lot One (1), Auditor’s Subdivision of the Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4) in Section Thirty-three (33), Township Ninety-one (91), North, Range Thirty-seven (37), West of the 5 th P.M.

 

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North One Hundred Eighty (180) Feet of the West Two Hundred (200) Feet of Outlot “A” of the Plat of Vista Estates in the City of Storm Lake, Iowa.

The East Two Hundred (200) Feet of Lot Twelve (12), Block One (1), M.C.S. Industrial Addition to the City of Storm Lake, Iowa.

A part of Lot One (1) of the Auditor’s Subdivision of the Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4) of Section Thirty-three (33), Township Ninety-one (91) North, Range Thirty-seven (37) West of the 5 th P.M., and being more particularly described as follows:

Commencing at the Northeast corner of the SE1/4 SE1/4 of Section 33, Township 91 North, Range 37 West of the 5 th P.M., Buena Vista County, Iowa; thence North 89°53’55” West, 341.7 feet to the point of beginning; thence continuing North 89°53’55” West, 80.00 feet; thence South, 660.22 feet; thence South 89°53’02” East, 388.7 feet to the west right-of-way line of Vestal Street; thence North, 49.62 feet; thence North 89°53’55” West, 130.00 feet; thence North, 212.00 feet; thence North 89°53’55” West, 178.7 feet; thence North, 398.7 feet to the point of beginning. The above described parcel contains 2.43 acres, more or less, and is subject to all easements of record.

A part of Lot One (1) of the Auditor’s Subdivision of the Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4) of Section Thirty-three (33), Township Ninety-one (91) North, Range Thirty-seven (37), more particularly described as follows:

Beginning at a point 398.7 feet South and 33.0 feet West of the Northeast Corner of the SE1/4 SE1/4 of Section 33, Township 91, Range 37, thence South 112.0 feet parallel to the east line of the said tract, thence West for 130.0 feet, thence North for 112.0 feet, thence East for 130.0 feet to the point of beginning.

All that part of the Northwest Quarter (NW  1 4 ) of Section Thirty-two (32), Township Ninety-one (91) North, Range Thirty-seven (37) West of the 5 th P.M., lying South of the Right-of-Way of the Illinois Central Railroad Company, except the following parcel: All that part of the Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) lying South of the Illinois Central Railroad Right-of-Way in Section 32, Township 91 North, Range 37 West of the 5 th P.M., Buena Vista County, Iowa, and being more fully described as follows: Commencing at the Southwest (SW) corner of the Northwest Quarter (NW  1 4 ) of said Section 32; thence North, on an assumed bearing of North along the West line of said Northwest Quarter (NW  1 4 ) 455.26 feet to the Point of Beginning, thence continuing North, along the West line of said Northwest Quarter (NW  1 4 ), 491.57 feet to the South Right-of-Way line of the Illinois Central Gulf Railroad; thence South 67°48’48” East, along the South line of said railroad, 150.23 feet to a point 8.5 feet measured at right angles from the centerline of a siding track; thence following along a line 8.5 feet from the Centerline of the siding track South 46°28’19” East 55.97 feet; thence South 42°41’04” East, 100.13 feet; thence South 42°08’08” East, 100.11 feet; thence South 49°50’59” East, 99.93 feet; thence South 59°51’15” East, 100.04 feet, here leaving the siding track; thence South 22°16’09” West, 294.79 feet; thence North 69°11’45” West, 391.44 feet to the Point of Beginning. The above described parcel contains 4.15 acres, more or less, and is subject to all easements of record.

 

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Newell Substation

A tract of land located in lots four (4) and Five (5) of the auditor’s subdivision of the southwest quarter of the Southwest Quarter (SW  1 4 SW  1 4 ) of Section 17, Township 90 north, Range 35 west of the 5 th p.m. within the corporate limits of the City of Newell, Buena Vista County, Iowa and being more particularly described as follows:

Commencing at the Southwest (SW) Corner of the Southwest Quarter (SW  1 4 ) of said Section 17: Thence on a previously recorded bearing of North 00°00’00” East, along the West line of said Southwest Quarter (SW  1 4 ), 508.28 feet to the Point of Beginning. Thence continuing along said West line, North 00°00’00” West, 150.00 feet: Thence North 88°47’16” West 250.00 feet to the Point of Beginning.

Tract contains 0.86 Acres and is subject to all easements of record.

Hawkeye Substation & Storage

A part of the Southwest Quarter (SW  1 4 of the Northwest Quarter (NW  1 4 ) lying South of the Illinois Central Gulf Railroad Right of Way in Section 32, T-91N R-37-W of the 5 th P.M., Buena Vista County, Iowa and being more fully described as follows:

Commencing at the Southwest (SW) Corner of the Northwest Quarter (NW 1/4) of said Section 32; Thence North, on an assumed bearing of North along the West line of said Northwest Quarter (NW  1 4 ) 455.26 feet to the Point Of Beginning.

Thence continuing North, along the West line of said Northwest Quarter (NW  1 4 ), 491.57 feet to the South Right of Way line of the Illinois Central Gulf Railroad; Thence South 67° 48’ 48” East, along the South line of said railroad, 150.23 feet to a point 8.5 feet, measured at right angles from the centerline of a siding track; Thence following along a line 8.5 feet from the Centerline of the siding track South 46° 28’ 19” East 55.97 feet; Thence South 42° 41’ 04” East, 100.13 feet; Thence South 42° 08’ 08” East, 100.11 feet; Thence South 49° 50’ 59” East, 99.93 feet; Thence South 59° 51’ 15” East, 100.04 feet, here leaving the siding track; Thence South 22° 16’ 09” West, 294.79 feet; Thence North 69° 11’ 45” West, 391.44 feet to the Point Of Beginning.

The above described parcel contains 4.15 acres, more or less, and is subject to all easements of record.

Hawkeye Plant Site

All that part of the Northwest Quarter (NW  1 4 ) of Section Thirty-two (32), Township Ninety-one (91) North, Range Thirty-seven (37) West of the 5 th P.M., lying South of the Right of Way of the Illinois Central Railroad Company, Except the following parcel: All that part of the Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) lying South of the Illinois Central

 

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Railroad Right of Way in Section 32, Township 91 North, Range 37 West of the 5 th P.M., Buena Vista County, Iowa, being more fully described as follows: Commencing at the Southwest (SW corner of the Northwest Quarter (NW  1 4 ) of said Section 32; thence North, on an assumed bearing of North along the West line of said Northwest Quarter (NW  1 4 ) 455.26 feet to the Point of Beginning, thence continuing North, along the West line of said Northwest Quarter (NW  1 4 ), 491.57 feet to the South Right of Way line of the Illinois Central Gulf Railroad; thence South 67°48’48”East , along the South line of said railroad, 150.23 feet to a point 8.5 feet measured at right angles from the centerline of a siding track; thence following a line 8.5 feet from the Centerline of the siding track South 46°28’19” East 55.97 feet; thence South 42°41’04” East, 100.13 feet; thence South 42°08’08”East, 100.11 feet; thence South 49°50’59” East, 99.93 feet; thence South 59°51’15” East 100.04 feet, here leaving the siding track; thence South 22°16’09” West, 294.79 feet; Thence North 69°11’45” West, 391.44 feet to the Point Of Beginning.

The above described parcel contains 4.15 acres, more or less, and is subject to all easements of record.

BUTLER COUNTY

Commencing at the Northeast corner of lot number Five (5), block number seven (7) in Mathers Addition to the town of Clarksville, Iowa, running thence West four and one-half (4 1/2) rods, thence South two and one-half (2 1/2) rods, thence East Four and one-half (4 1/2) rods, thence North two and one-half (2 1/2) rods to place of beginning.

Starting at a point where a line drawn parallel with and thirty-three (33) feet South of the North Section line in Section thirty-three (33), Township Ninety-two (92) North, Range Eighteen (18) West of the Fifth P.M. intersects the Northeasterly boundary line of the Chicago, Northwestern Railroad right of way, thence Southeasterly along said right of way 259.6 feet, thence due North 200 feet to the line which is thirty-three (33) feet south of said North section line, thence West at right angles to point of beginning, all located in Lot Eight (8) of the subdivision of the Northeast Quarter (NE1/4) of Section Thirty-three (33), Township Ninety-two (92) North, Range Eighteen (18) West of the Fifth P.m. in Butler County, Iowa.

Note: The North 17 feet of this tract located in Butler Count, Iowa, was sold by the company to the state of Iowa in August 1961; a permanent easement for a commercial entrance was reserved to the grantor across the East 35 feet of the property conveyed.

Tract of land described as follows: Commencing Forty-five (45) feet South and One Hundred ninety-eight (198) feet East of the Northwest corner of the Southeast Quarter of the Northeast Quarter (SE  1 4 NE  1 4 ) of Section Eighteen (18), in Township Ninety-two (92) North, Range Fifteen (15) West of the Fifth P.M., thence South 202.5 feet, thence East at right angles 203.07 feet, thence North at right angles 202.5 ft., thence West at right angles 203.07 ft., to point of beginning in Butler County, Iowa.

 

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That part of the Northeast Quarter of the Southeast Quarter of Section 2, Township 91 North, Range 15 West of the Fifth Principal Meridian, bounded and described as follows:

Commencing at the Northwest corner of the South Half of the Northwest Quarter of the Southwest Quarter of Section 1, Township and Range aforesaid; thence Southerly along the West line of said Section 1, being also the East line of said Section 2, a Distance of 161.6 feet; thence Northwesterly parallel with the center line of the main track of the Dubuque and Dakota Railroad Company (later the Mason City and Fort Dodge Railroad Company, the Chicago Great Western Railway Company, and now the Chicago and North Western Railway Company), as said main track center line was originally located and established across said Sections 1 and 2, a distance of 158 feet to a point on the center line of the “County Road”; thence Southerly along said center line and parallel with the East line of said Section 2, a distance of 177.6 feet to the point of beginning of the parcel of land herein described; thence continuing southerly along said center line a distance of 30 feet; thence Easterly at right angles to the last described course to a point distant 30 feet Easterly, measured at right angles from the East line of said “County Road”; thence Northerly at right angles to the last described course a distance of 30 feet; thence Westerly at right angles to the last described course to the point of beginning.

A tract commencing at the Southeast corner of the Courthouse Block in Clarksville, Iowa, thence North 165 feet, thence West 132 feet, thence South 165 feet, thence East 132 feet to beginning.

Commencing at a point 99.00 Feet West and 1649.30 feet north of the Southeast corner of Section 2, Township 91 North, Range 15 West of the 5 th P.M., said point being on the East line of Public Road; thence continuing along said East line North 100.00 feet; thence East 83.90 feet to the South right of way line of the Chicago, Northwestern Transportation Company’s right of way; thence along said South right of way line South 45°55’ East 144.20 feet; thence West 187.80 feet to the point of beginning.

Said parcel contains 0.31 acre more or less and is in the North part of Lot Z, Austin’s Subdivision in Town of Sell Rock, Iowa.

That part of the Southeast Quarter of the Northwest Quarter (SE1/4 NW1/4) of Section Thirty-one (31), Township Ninety North (T90N), Range Sixteen West (R16W) of the Fifth Principal Meridian, Butler County, Iowa, described as follows:

The South Three Hundred (300.00) feet of the East Four Hundred Thirty-there (433.00) feet of said Southeast Quarter of the Northwest Quarter (SE1/4 NW1/4), containing 2.98 acres, subject to an existing roadway easement along the East side thereof and other easements of record.

 

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A tract of land in the Southwest Quarter of the Northeast Quarter (SW1/4 NE1/4) of Section 33, Township 90 North, Range 15, West of the 5 th P.M. in Butler County, Iowa, further described as a tract of land lying within the station grounds of the Chicago Central and Pacific Railroad, and also being a part of Lots 2 and 4, block 23, Root’s Addition, New Hartford, Butler County, Iowa, and being more particularly described as follows:

Commencing at the Northwest Corner of Lot 1, Block 23, Root’s Addition in the City of New Hartford, Butler County, Iowa; thence South 189.78 feet along the east line of Mill Street, in said City, to a point on the northerly right of way line of the Chicago Central and Pacific Railroad, said point being the point of beginning; thence S. 81° 26’ E., 120.00 feet, along the northerly right of way line of said Railroad, said line being parallel to and 130 feet normally distance Northeasterly from the centerline of the main track of said Railroad; thence south 70.00 feet; thence N. 81° 26’ W., 120.00 feet, to the east line of Mill Street; thence North 70.00 feet along the east line of Mill Street, to the point of beginning.

Subject to all rights reserved by Illinois Central Gulf Railroad Company in Deed dated January 30, 1981, and recorded on March 9, 1981, in Book 69, Pages 497-500, records of Butler County, Iowa.

Two parcels of land situated in the Southwest Quarter of the Northeast Quarter (SW1/4 NE1/4) and in the Southeast Quarter of the Northwest Quarter (SE1/4 NW1/4) of Section Thirty-three (33), Township Ninety (90) North, Range Fifteen (15) West of the Fifth P.M. as follows:

North Parcel: Beginning at the point where a line that lies parallel with and 130 feet normally distant northerly from the centerline of the Illinois Central Gulf Railroad Company’s Waterloo District main track intersects the East line of 66 foot wide Packwaukee Street, and run easterly along said parallel line, being along the North line of the former Dubuque and Sioux City Railroad Company’s original 300 foot wide station ground property, 600 feet, more or less, to the West line of 66 foot wide Washington Street; thence South along said West line of Washington Street, 106 feet, more or less, to a line that lies parallel with and 25 feet normally distant northerly from the centerline of said main track; thence westerly along the last said parallel line, 600 feet, more or less, to the aforesaid East line of Packwaukee Street; thence North along said East line of Packwaukee Street, 106 feet, more or less, to said point of beginning;

South Parcel: From the point where the centerline of the Illinois Central Gulf Railroad Company’s Waterloo District main track intersects the East line of the Southeast Quarter of the Northwest Quarter (SE1/4 NW1/4) of said Section 33, run westerly along the centerline of said main track, 562 feet; thence South parallel with said East line of the SE1/4 NW1/4 of Sec. 33, 26 feet, more or less, to a point 25 feet perpendicularly distant southerly from the centerline of said main track, being the point of beginning; thence continuing South parallel with said East line of SE1/4 NW1/4 of Sec. 33, 150 feet, more or less, to a point 170 feet perpendicularly distant southerly from the centerline of said main track; thence easterly parallel with and 170 feet normally distant southerly from the centerline of said main track, being along the South line of the former Dubuque and Sioux City Railroad Company’s original 300 foot wide station ground property, 1495 feet, more or less, to the West line of 66 foot wide Washington Street; thence North along said West line of Washington Street, 150 feet, more or less, to a line that lies parallel with and 25 feet normally distant southerly from the centerline of said main track; thence westerly along the last said parallel line, 1495 feet, more or less, to said point of beginning.

CALHOUN COUNTY

That part of Outlot One (1) of Western Town Lot company’s Resubdivision of Outlot (1), Two (2) and Three (3), of Lake City, Calhoun County, Iowa, bounded and described as follows: Commencing at a point on the west line of said Outlot One (1) which is 142.8 feet south of the

 

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northwest corner thereof; thence running east on a line parallel with the north line of said Outlot One (1) 100 feet; thence running south on a line parallel with the west line of said Outlot to the southerly line of said Outlot One (1); thence running in a westerly direction along the southerly line of said Outlot One (1) to the southwest corner thereof; thence running north on the west line of said Outlot One (1) 170 feet to the place of beginning.

A tract of land 60 feet square in the S.W. Part of Outlot One (1) described more fully as beginning at the Southwest corner of Outlot One (1), Peterson’s Addition to the Town of Pomeroy, Iowa, and extending North 60 feet, thence East 60 feet, thence South 60 feet, thence West 60 feet to the place of beginning in Peterson’s Addition to Pomeroy, Calhoun County, Iowa.

A tract of land containing approximately 1.05 acres more or less located in the Southeast corner of Outlot No. 20 in the Southwest quarter (SW1/4) of Section Twenty-five (25) Township Eight-eight (88) North, Range Thirty-three (33) West of the 5 th P.M., Calhoun County, Iowa described as follows:

Commencing on the East line of the Southwest quarter (SW1/4) of said Section Twenty-five (25) on the North line of the Chicago, Milwaukee, St. Paul and Pacific Railroad right-of-way, thence North along the East line of said Section Twenty-five (25) 210 feet, thence West 90° 233 feet, thence South 90° to said railroad right-of-way, thence Southeast along said right-of-way to place of beginning.

A part of the North Half (N1/2) of the Northwest Quarter (NW14/) of Section Thirty-six (36), Township Eighty-eight (88) North, Range Thirty-three (33) West of 5 th P.M., Calhoun County, Iowa, and being more fully described as follows:

Commencing at the Northeast (NE) corner of the NW1/4 of Section 36, T-88-M, R-33-W of the 5 th P.M., Calhoun County, Iowa; thence West 990.0 feet, along the North line of said NW1/4; thence South 48.8 feet, to the point of beginning; thence South 279.6 feet; thence West 365.0 feet, parallel with the North line of said NW1/4, thence North 279.18 feet; thence North 89º56’East, 365.0 feet, to the point of beginning. The above described parcel contains 2.341 acres and is subject to all easements of record. The North line of the NW1/4 of said Section 36 is used as being due East and West.

Sub M

Beginning at a point Fifty (50) feet South from the centerline of the main track of the Illinois Central Railroad as said line is constructed and operated over and through the South Half of the Northeast Quarter (S1/2 NE  1 4 ), of Section Seventeen (17) Township Eighty-nine (89) North, Range Thirty-one (31) West of the 5 th P.M., in Manson, Iowa; thence South along the East line of said Section Seventeen (17) a distance of three hundre3d (300) feet; thence West three hundred (300) feet; thence North to the South right-of-way line of the Illinois Central Railroad; thence in as easterly direction along said right-of-way line to the point of beginning, excepting however any public highway affecting the said tract.

 

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CARROLL COUNTY

Beginning at a point forty feet east of the west quarter corner of Section 17, Township 84 North, Range 34, West of the 5 th P.M.; thence east 350 feet; thence north 500 feet; thence west 350 feet; thence south 500 feet to the point of beginning.

Beginning at a point 250 feet east and 33 feet north of the southwest corner of Section 12, Township 82 North, Range 35 West of the 5 th P.M. in Carroll County, Iowa; thence west 200 feet; thence north 200 feet; thence southeast 282.84 feet to the point of beginning.

A part of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4) of Section 25, T-84-N, R-35-W of the 5 th P.M., Carroll County, Iowa, more fully described as follows:

Commencing at the Northwest (NW) corner of the Southwest Quarter (SW1/4), Section 25, T-84-N, R-35-W of the 5 th P.M., Carroll County, Iowa; thence East, 55.70 feet to the easterly right-of-way line of U.S. Highway No. 71; thence South 00°90’ West, along said right-of-way line 33.00 feet to the point of beginning; thence continuing south 00°09’ West, along said right-of-way, 175.00 feet; thence East 150.00 feet; thence North 00°09’ East 175.00 feet to a point on the southerly right-of-way line of the county road; thence West, along said right-of-way line; 150.00 feet to the point of beginning.

The above described parcel contains 0.60 acre more or less and is subject to all easements of record.

That part of Lots 2, 3, 4 and 5, in Block 4 in Bruner’s First Addition to the Town (now City) of Carroll, according to the recorded plat thereof, together with the part of vacated Walnut Street lying Northwesterly of and adjoining said Block 4, all lying Northeasterly of a line parallel with and distant 9.5 feet Northeasterly, measured radially, from the most Northeasterly side track of the Chicago and North Western Railway Company (formerly Chicago Great Western Railway Company), as said side track is now located.

West 194.48 feet of South 214.69 feet of Lot One (1), Happe Addition, Carroll, Iowa.

The North Four Hundred Thirty-three (433.0) feet of the West Three Hundred Fifty (350.0) feet of said Northeast Quarter (NE1/4), subject to an existing roadway easement over the North Thirty-three (33) feet thereof and all other easements of record, containing 3.48 acres including roadway.

Lot 11, Block 3, Rolling Hills West Subdivision, Carroll, Carroll County, Iowa.

A parcel of land in Lot 1 of the Fractional Southwest Quarter of the Northwest Quarter of Section 30, Township 84 North, Range 34 West of the 5 th P.M., Carroll County, Iowa, described as beginning at a point 801 feet Northerly and 33 feet East of the Southwest Corner of the Northwest Quarter of said Section 30; thence North 1°20” East for 250 feet; thence due East for 292.4 feet; thence due South 150 feet; thence due West 148.2 feet; thence due South 100 feet; thence due West 150 feet to the point of beginning.

 

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A tract of land in Lot 1 of the Fractional Southwest Quarter of the Northwest Quarter of Section 30, Township 84 North, Range 34 West of the 5 th P.M., in Carroll County, Iowa described as follows: Beginning at the point on the East line of Grant Road, Carroll, Iowa 1101.0 feet North 1°20” East of the Southwest Corner of the Northwest Quarter of said Section 30; thence North 1°20” East for 100.0 feet; thence due East for 291.3 feet; thence due South for 100.0 feet; thence due West for 291.3 feet to the point of beginning.

A tract of land in Lot 1 of the Fractional Southwest Quarter of the Northwest Quarter of Section 30, Township 84 North, Range 34 West of the 5 th P.M., in Carroll County, Iowa described a beginning at a point 1051 feet Northerly and 33 feet East of the Southwest Corner of the Northwest Quarter of Section 30; thence North 1°20” East for 50 feet; thence due East 291.3 feet; thence due South 50 feet; thence due West 292.4 feet to the point of beginning.

Carroll Maintenance Building (Wind)

Lot 1 of Outlot C, Southwest Development Park, Carroll, Iowa as shown on the Plat of Survey filed as Instrument Number 2009-4374 of the Carroll County Recorder’s Office.

CASS COUNTY

Griswold Substation

A tract of land located in part of vacated Lot 14 in the Fourth Addition to the Town of Griswold, Cass County, Iowa, more fully described as follows: Commencing at the Northwest corner of Section 8, Township 74 North, Range 37 West of the 5 th P.M., Cass County, Iowa; thence S0°00’00”E along the West line of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of said Section 8 a distance of 33.01 feet; thence S89°43’40”E a distance of 33.00 feet to the Northwest corner of said Lot 14 and point of beginning; thence continuing S89°43’40”E along the North line of said Lot 14 a distance of 262.00 feet; thence S0°00’00” and parallel to the West line of said Lot 14 a distance of 177.13 feet to the point 80.00 feet North of the South line of said Lot 14; thence N89°43’40”W and parallel to the South line of said Lot 14 a distance of 231.90 feet to a point on the East right of way line of Primary Road No. 48; thence N0°40’30”E along the East right of way line of distance of 93.30 feet; thence N89°43’40”W along the right of way line of said Primary Road No. 48 a distance of 31.20 feet to the a point on the West line of said Lot 14, said point also being on the East right of way line of said Primary Road No. 48; thence N0 00’00”E along the West line of said Lot 14 and along said East right of way line a distance of 83.84 feet to the point of beginning. Said tract contains 1.00 acre, more or less, excluding presently established road right of way. Note: The West line of said Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) is assumed to bear S0°00’00”E for this description.

Griswold Garage

Lots 12-22, Block 10, Town of Griswold, Cass County, Iowa.

Rolling Hills Substation

Parcel “A” of the Plat of Survey filed in Book 4, Page 949 of the Cass County Recorder’s Office more particularly described as follows:

 

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The North 40 Acres of the West Half of the Southwest Quarter of Section 28, Township 74 North, Range 34 West of the 5 th P.M., Cass County, Iowa, more particularly described as follows:

Beginning at the West Quarter Corner of Section 28-74-34; thence S88°59’41”E, along the North line of the SW  1 4 of Section 28-74-34, 1307.88 feet to the NE Corner of the West Half of the SW  1 4 of said Section 28; thence S0°50’36”W, along the East line of the West half of said SW  1 4 1330.11 Feet; thence N88°59’41”W, 1312.05 Feet to a point on the West Line of the SW  1 4 of Section 28-74-34; thence N1°01’22”E, Along said West Line, 1330.11 Feet to the Point of Beginning containing 40 Acres including county Road Right of Way and subject to all easements of record.

Rolling Hills Maintenance Building

Parcel “A” of the NW 1/4 NW 1/4 Section 22-75-34, West of the 5th P.M., Cass County, Iowa.

CERRO GORDO COUNTY

The East 100’ of the West 160’ of the South 100’ of the North 133’ of the SW1/4 of Section 34, Township (94N) Ninety-four North, Range (20) Twenty, West of the Fifth P.M., Cerro Gordo County, Iowa, containing 0.23 acre, more or less.

Said tract being 100 feet square.

CHEROKEE COUNTY

The East One-half (1/2) of Lot Thirteen (13) in Block Three (3), of the Town of Cherokee.

The West 14 feet of Lot number twelve (12) in Block number two (2) in the Town of Cherokee.

That part of Lot “A” of the Lot 4 in Section One (1), Township Ninety (90) North, Range Forty-one (41), West of the 5 th PM., included in the following description: Starting at a point on the southeasterly right-of-way line of Primary Road No. 31, which point is 515 feet south and 563 east of the northwest corner of the Southwest Quarter of Section 1, Township 90 North, Range 41, West of the 5 th P.M., in Cherokee County, Iowa’ thence running in a southeasterly direction at an angle of 86 degrees 40 minutes with the center line of the above mentioned Primary Road No. 31 for a distance of 155 feet; thence in a southwesterly direction at an angle of 96 degrees 14 minutes with previously described line a distance of 443 feet more or less; thence in a northwesterly direction at an angle of 61 degrees 38 minutes a distance of 107.7 feet more or less, to a point where southeasterly right of way of Primary Road crosses center line of creek; thence northeasterly along right of way line of Primary Road No. 31 a distance of 475 feet, more or less, to a point of beginning, giving an area of approximately 1.5 acres.

Commencing at a point ninety-six (96) feet west of the South East corner of Lot number (1) of the South East Quarter of the South East Quarter of Section Thirty (30), Township Ninety

 

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(90), Range Forty-one (41) West of the 5 th P.M., thence North Thirty feet (30), thence West Twenty-four feet (24), thence South thirty feet (30), thence East Twenty-four feet (24) to the place of beginning, all in the town of Washta.

The West half of Lot No.Thirteen (13) in Block No.Three (3) of New Cherokee, Iowa.

Commencing at the Northwest corner of the Northwest Quarter (NW1/4) of Section Nineteen (19), Township Ninety-two (92), North, of Range Forty (40), West of the 5 th P.M., thence East Thirty-three (E33) feet; thence South Thirty-three (S33) feet to a point of beginning; thence East Fifty (E50) feet; thence South Fifty (S50) feet; thence West Fifty (W50) feet; thence North Fifty (N50) feet to said point of beginning, being a tract of land Fifty (50) feet square in the Northwest corner of the Northwest Quarter (NW1/4) of said Section Number Nineteen (19), Township Number Ninety-two (92) North, Range Number Forty (40), West of the 5 th P.M.

Lot Eight, Block Three, (except 2 feet off of the East side of said Lot 8), in the Town of New Cherokee.

A parcel of land located in the Southwest Quarter (SW1/4) of the Northeast Quarter (NE1/4) of Section Twenty-two (S22), Township Ninety-two North (T92N), Range Forty (R40), West of the 5 th P.M. described as follows: Commencing at the East One-Quarter (E1/4) corner of Section Twenty-two-Ninety-two-forty, thence North 90°0’ West for 1322.25 feet to the Southwest (SW) corner of the Southeast Quarter (SE1/4) of the Northeast Quarter (NE1/4), thence continuing North 90° 0’ West for forty (40) feet to the point of beginning, thence North 90° 0’ West for 678.43 feet to a point on the North right-of-way line of primary Highway No. 3, thence North 55° 57’ West along said North right-of-way line for 67.90 feet, thence North 89° 59’ East for 735.27 feet, thence South 1° 37’ West for 38.25 feet to the point of beginning containing 0.62 acre more or less. (This description assumes that the south line of the Northeast One Quarter (NE1/4) of Section Twenty-two-Ninety-two-Forty bears due east-west.)

Lot 1 of W  1 2 of NE  1 4 of Sec. 4 (1.84 Acres—Plat 1-202); Lot 1 of Lot 1 of W  1 2 of Sec. 4 (297.31 Acres—Plat 2-15) T 91 N, R 40, W 5 th P.M.

A parcel of land beginning 6.47 feet west of the Northeast corner of Section One, Township 90 North, Range 41 West of the 5 th P.M., thence S 3°23’30”E, 31.3 feet; thence S 52°37’20”W, 478 feet; thence S 2°32’40”E, 81 feet; thence S 56°42’10”W, 316.3 feet; thence N 72°51’50”W, 94.9 feet; thence N 56°55’10”W, 70.5 feet; thence N 37°37’20”W, 188.5 feet; thence N 48°46’40”E, 547.2 feet; thence N 90°00’00”E, along the north line of said Section One 491.53 feet, to point of beginning containing 5.74 acres more or less.

A parcel of land located in NE  1 4 of Section 22, T93N, R40W of the 5 th P.M., Cherokee County, Iowa, as shown on the attached Right of Way Plat Exhibit “A” and by reference made a part thereof, further described as follows:

Commencing at the SE corner of the NE1/4 of said Section 22; thence S90°00’W, 743.53 feet along the southline of said NE1/4 to the SW corner of Block 12 of the town of Larrabee, thence N1°30.2’W, 404.20 feet along the westline of said Block 12 to the NW corner of said Block 12; thence S89°05.7’W, 15.64 feet along the south line of Pine Street projected westerly to the point of beginning; thence S13°37.8’W, 74.08 feet; thence N76°22.2W, 35.45 feet; thence

 

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northeasterly 64.75 feet along a 2934.79 foot radius curve, concave westerly, having a chord bearing N13°10.1’E, 64.75 feet to said southline of Pine Street; thence N89°05.7’E, 37.19 feet along said southline to the point of beginning.

Said parcel contains 0.06 acre.

Meriden Sub

A parcel of land in the NW1/4 of Section 19, Township 92 North, Range 40 West of the 5 th P.M., Cherokee County, Iowa described as follows:

Beginning at the Northeast corner of the NW  1 4 of said Section 19; thence North 90°00’00” West 275.00 feet along the North line of the NW  1 4 ; thence South 01°21’38” East 293.00 feet; thence North 90°00’00” East 275.00 feet to the East line of the NW  1 4 ; thence North 01°21’38” West 293.00 feet to the point of beginning, containing 1.85 acres.

The said parcel is shown on the Plat of Survey recorded as Document 2006 0680 in Book SM11, Page 55, on April 6, 2006.

Cherokee Office Addition

Lot Seven (7) and the East Two Feet (E 2’) of Lot Eight (8), Block Three (3), New Cherokee, Iowa

CHICKASAW COUNTY

Lot One (1), the East 88 feet of Lot Two (2), and the East 88 feet of the North 34 feet of Lot Three (3), Block Fifteen (15), all in the Original Plat of Nashua, Iowa.

That part of the Northeast Quarter (NE  1 4 ) of Section Seventeen (17), Township Ninety-four North (T94N), Range Fourteen West (R14W) of the 5 th P.M., Chickasaw County, Iowa, described as follows: Beginning at a point on the West line of said Northeast Quarter (NE  1 4 ) which is One Hundred Seventy-four and Nineteen Hundredths (174.19) feet North of the Southwest corner of the Northwest Quarter (NW  1 4 ) of said Northeast Quarter (NE  1 4 ); thence N85°14’E One Hundred Fifty-three and Thirty-three Hundredths (153.33) feet; thence N0°00’E One Hundred Twenty (120.0) feet; thence N90°00’W One Hundred Fifty-three (153.00) feet to the West line of said Northeast Quarter (NE  1 4 ); thence S0°00’E One Hundred Thirty and Five Hundredths (130.05) feet to the point of beginning, containing 0.44 acre, including 0.10 acre of present established roadway easement along the West side thereof.

Also known as Parcel “C” of the NE  1 4 of Section 17, Township 94 North, Range 14 West of the 5 th P.M., Chickasaw County, Iowa.

CLINTON COUNTY

Camanche, Iowa

A part of the Southwest Quarter (SW  1 4 ) of Section Twenty-two (22), Township Eighty-one (81) North, Range Six (6) East of the Fifth (5 th ) Principal Meridian, described as commencing as a point of reference at the Southwest (SW) corner of said Section Twenty-two (22); thence, North 89° 45’ 40” East along the South line of the said Southwest Quarter (SW  1 4 )

 

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of Section Twenty-two (22) a distance of five hundred three and three-hundredths (503.03) feet to an iron rod stake; thence, North parallel with the West line of the said Southwest Quarter (SW  1 4 ) of Section Twenty-two (22) a distance of forty (40) feet to an iron rod stake at the Southwest (SW) corner of Grantee’s present land, also being on the North line of De Pue Boulevard in the City of Camanche, Iowa; thence, continuing North on the West line of the said Grantee’s present land a distance of six hundred seventy-six and sixty-three-hundredths (676.63) feet to an iron rod stake marking the point of beginning of the land herein intended to be described; thence continuing North on the said West line of the Grantee’s present land a distance of four hundred and seventy-eight hundredths (400.78) feet to an iron rod stake on the Southerly right of way line of the Chicago and Northwestern Transportation Company’s one hundred (100) foot wide right of way; thence, South 63° 52’ West, along said right of way line, a distance of five hundred one and twenty-seven-hundredths (501.27) feet to an iron rod stake on the East right of way line of Central Steel Road, also known as 7 th Avenue, in said City of Camanche, Iowa; thence, South along said East right of way line of Central Steel Road, being parallel with and fifty-three (53) feet normally distant East from, the said West line of the Southwest Quarter (SW  1 4 ) of Section Twenty-two (22), a distance of one hundred seventy-nine and ninety-nine hundredths (179.99) feet to an iron rod stake; thence, East, at right angles to the last named course, a distance of four hundred fifty and three-hundredths (450.03) feet to the point of beginning. Containing three (3) acres of land, more or less. The West line of said Southwest Quarter (SW  1 4 ) is assumed to bear North-South for purposes of this description.

Substation 73

Part of Lot 14, Block 1 in the town of Camanche, Clinton County, Iowa, more particularly described as follows: Commencing at the northeast intersection of Eagle and Missouri Streets in the Town of Camanche, Iowa; thence running in a northerly direction 432.7 feet to the place of beginning; thence N. 34° 08’ 35” W. 160 feet; thence N. 55° 35’ 25” E. 138 feet; thence S. 34° 08’ 35” E. 160 feet; thence S. 55° 35’ 25” W. 138 feet to the place of beginning, being located upon and a part of the Northwest Quarter of the Northwest Quarter of Section 34, Township 81 North, Range 6 East of the 5 th P.M. and as described in Plat of Survey dated October 31, 1962

CRAWFORD COUNTY

A twenty-five foot (25’) square plot of land located in the exact Northwest corner of Lot One (1), in Block Five (5) of the Incorporated Town of Charter Oak.

All of Lot nine (9), Block three (3) in the original plat of the town of Schleswig.

Part of Lot 11 of the Subdivision of Outlot L of the incorporated town of Dow City, Iowa located in the SE1/4 NW1/4 Section 10, Township 82 North, Range 40 West of the 5 th P.M., Crawford County, Iowa described as follows: Commencing at the NW Corner of Lot 11 of the Subdivision of Outlot L in the incorporated Town of Dow City, Iowa and located in the SE1/4 NW1/4 Section 10-82-40, thence South along the West line of said Outlot L to the NW Corner of Lot 10 of said Outlot L, thence East 140 feet to the NE Corner of Lot 10 of said Outlot L., thence South 65’ to the SE Corner of Lot 10 of said Outlot L, thence East 210 feet along a line parallel with the South line of said Outlot L,. thence North along a line parallel with the East line of said Outlot L to the intersection of the South right of way line of U.S. Highway No. 30 as presently

 

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established to the point of beginning, said point being 60.0 feet normal distant Southerly from the centerline of U.S. Highway No. 30 as presently established, thence South 70.0 feet along the preceding course and parallel with the East line of said Outlot L, thence S89°23’40”E 145.66 feet to the east line of said Outlot L; thence North 78.3 feet along the East line of said Outlot L to the south right of way line of U.S. Highway No. 30 as presently established, said point being 120.0 feet normal distant Southerly from the centerline of the South lane of U.S. Highway 30, thence S 87°20’W 145.8 feet along the said South right of way line to the point of beginning. Said parcel contains 0.25 acre more or less.

NOTE: The East line of Outlot L of the SE1/4 NW1/4 Section 10-82-40 is assumed to bear due North.

A parcel of land located in the NE1/4 NE1/4 Section 23, Township 84 North, Range 37 West of the 5 th P.M., Crawford County, Iowa described as follows:

Commencing at the NE Corner of the NE1/4 NE1/4 Section 13-84-37; thence S 00°00’E 141.8 feet along the east line of said NE1/4 NE1/4 to the point of beginning, thence continuing S 00°00’E 118.4 feet along the east line of said NE1/4 NE1/4, thence N 73°49’30”W 278.4 feet along the northerly right-of-way of U.S. Highway No. 30, thence N 11°00’E 19.6 feet along the easterly bank of the creek, thence N 12°00’W 29.0 feet along said creek bank, thence N 41°00W 16.0 feet along said creek bank, thence N 75°00’W 32.0 feet along said creek bank to a point where the easterly creek bank meets the southerly bank of the East Boyer River, thence N 34°00’E 24.0 feet along the southerly bank of the East Boyer River, thence N 75°30’E 141.0 feet along the northerly right-of-way of County Road No. 379 to a point on the southerly bank of the East Boyer River, thence S 62°56’30” E 180.9 feet along the southerly bank of the East Boyer River to the point of beginning. Said parcel is subject to the presently established county road right-of-way.

A parcel of land located in the Northwest Quarter of the Southwest Quarter (NE1/4 SW1/4), Section Thirty (30), Township Eighty-five North (T85N), Range Thirty-eight (R38), West of the Fifth Principal Meridian, Crawford County, Iowa, described as follows:

Commencing at the NW corner of the NW1/4 SW1/4, Section 30-85-38, thence S 00°00’E 379.5 feet along the west line of said NW1/4 SW1/4, thence S 89°53’E 87.3 feet to a point on the east right of way of Iowa Highway No. 39, said point being the point of beginning, thence continuing S 89°53’E 125.0 feet, thence S 00°07’W 75.0 feet, thence N 89°53’W 125.0 feet, thence N 00°07’E 75.0 feet along said East highway right of way to the point of beginning. Said parcel contains 0.22 acre, more or less.

A part of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company grounds lying in the Southwest Quarter (SW1/4) of Section Twenty-three (23), Township Eight-four (84) North, Range Forty-one (41), West of the Fifth Principal Meridian, City of Charter Oak, Crawford County, Iowa more completely described as follows:

Commencing at the West  1 4 corner of said Section Twenty-three (23); thence South 00°00’ East 1289.77 feet along the West line of said Section Twenty-three (23); thence South

 

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89°25’ East 622.55 feet along the South Right-of-way extended, of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company grounds (Said South Right-of-Way line also being the North line of Railroad Street); thence South 89°19’East 116.60 feet along said South Right-of-way line to Point of Beginning; thence South 81°19’East 200.00 feet along said South Right-of-Way line to the West line of the Main Street extended; thence North 00°37’ East 141.40 feet along the West line of Main Street extended to a point 10.00 feet perpendicularly South of the centerline of the South Siding Track of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company; thence Northwesterly 180.90 feet along the arch of a 706.25 foot radius curve concave southwesterly (Whose long chord is 180.41 feet bearing North 84°20’05” West); thence South 8°41’West 130.50 feet to the South Right-of-way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad Company Grounds which is to the Point of Beginning, containing 0.607 acre, more or less;

NOTE: The West line of the Southwest Quarter of Section Twenty-three (23), Township Eight-four (84) North, Range Forty-one (41), West is assumed to bear due North and South.

Lot One (1) of the Southwest Quarter of the Southeast Quarter (SW  1 4 SE  1 4 ) of Section Twenty-two (22), Township Eighty-four (84) North, Range Forty-one (41) West of the 5 th P.M., Crawford County, Iowa.

Lot One (1) of the SW  1 4 SE  1 4 of Section Sixteen (16), Township Eighty-five (85) North, Range Thirty-nine (39) West of the 5 th P.M., Crawford County, Iowa.

Crawford County Sub

Parcel A of Lot 1 in the East Half of the Southeast Quarter (E  1 2 SE  1 4 ) of Section 23, T85N, R40W, Crawford County, Iowa, as more specifically described as follows in Plat of Survey recorded in Fee Book 2011-0571 on March 8, 2011, Crawford County, Iowa records; SUBJECT TO real estate taxes for the current tax year, if any, a lien not yet due and payable, and thereafter, the terms and conditions of a Right-of-Way Agreement in favor of Iowa Public Service Company dated February 10, 1968, filed of record February 26, 1968 at Book 69, Page 365, and rights of the public in roads and highways.

Victory Substation

The North 435 Feet of the East 533 Feet of the Southeast Quarter (SE  1 4 ) of Section Three (3), Township Eighty-four (84) North, Range Thirty-seven (37) West of the Fifth Principal Meridian, Crawford County, Iowa, and being subject to any and all easements of record including roadway easement being the East 33 Feet thereof.

DALLAS COUNTY

Adel Substation

Lots 5, 6, 7 and Lot 8, (except the southerly 25 feet of Lot 8), in Block 21, in and part of the Town of Adel, Dallas County, Iowa.

Redfield Substation

Beginning at a point where the West line of Government Lot 11, Section 3, Township 78 North, Range 29 West of the 5 th P.M., Dallas County, Iowa, intersects the South right-of-way

 

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line of U.S. Highway 6, thence South along the West line of said Government Lot 11 a distance of 450 feet; thence 150 degrees left and Northeasterly 798.52 feet to the South right-of-way line of said Highway 6; thence 466.6 feet Southwesterly along the highway right-of-way line to the point of beginning, and containing 2.1 acres, more or less.

Booneville 161 kV Substation

A tract of land located in the Southeast Quarter (SE1/4) of Section Thirty-five (35), Township Seventy-eight (78) North, Range Twenty-seven (27) West of the 5 th Principal Meridian, Dallas County, Iowa, described as follows: Commencing at the Southwest corner of said Southeast Quarter (SE1/4) of Section 35; thence North 1319.1 feet along the West line of said Southeast Quarter (SE1/4) of Section 35 to the Southwest corner of the Northwest Quarter (NW1/4) of the Southeast Quarter (SE1/4) of Section 35; thence South 88°44’East for a distance of 770.8 feet to the point of beginning (said point being on the South line of the Northwest Quarter (NW14) of the Southeast Quarter (SE1/4) of said Section (35); thence North 0°04’ West for a distance of 1303.8 feet to the North line of the Southeast Quarter (SE1/4) of said Section 35; thence South 88°01’East for a distance of 1050.0 feet; thence South 0°05’East for a distance of 1290.7 feet, thence North 88°44’ West for a distance of 1050.0 feet to the point of beginning; said track containing 31.25 acres, more or less.

Waukee Substation

Commencing at the West Quarter (W1/4) corner of Section 34, Township 79 North, Range 26 West of the 5 th P.M., Dallas County, Iowa, thence S 0° 00’ E along the West line of the Southwest Quarter (SW1/4) of said Section 34, 58.9 feet, to the centerline of the Chicago and North Western Railroad tracks, as presently established, thence S 63°17’E 1487.18 feet along the centerline of said tracks, thence N 0°15 1/4 E 55.86 feet to the point of beginning thence N0°15 1/4E 299.6 feet, thence N 89°44 3/4’W 200.0 feet, thence S 0°15 1/4 W 200.0 feet to the Northerly right-of-way line of said railroad, thence S 63°17’E, parallel to and 50.0 feet normally distant from the centerline of said tracks, 223.4 feet to the point of beginning, and containing 1.15 acres more or less.

88 th Street, WDM Substation

That part of Government Lot 12 in the Northwest Quarter of Section 2, Township 78 North, Range 26 West of the 5 th P.M., City of West Des Moines, Dallas County, Iowa, more particularly described as follows:

Commencing at the Southwest corner of said Government Lot 12; thence North 00°00’00” West along the West line of said Government Lot 12, 158.87 feet to the Point of Beginning; thence continuing North 00°00’00” West along the West line of said Government Lot 12, 566.64 feet; thence South 63°14’22” East along the South railroad right-of-way line, 1258.47 feet; thence North 90°00’00” West, 1123.68 feet to the Point of Beginning and containing 7.309 acres (318363 S.F.) of which 0.423 acre (18425 S.F.) are within existing road right-of-way more or less.

Property described subject to any and all easements of record.

 

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West Grand Sub (Sugar Creek Sub)

A Parcel of land located in both the Southeast Quarter of the Northeast Quarter of the Southeast Quarter of Section 22 and the Northwest Quarter of the Southwest Quarter of Section 23, all in Township 78 North, Range 26 West of the 5 th P. M., Dallas County, Iowa being more particularly described as follows:

Beginning at the Southwest Corner of the NE  1 4 of the SE  1 4 of Section 22, Township 78 North, Range 26 W. 5 th P. M., Dallas County, Iowa, thence South 83°10’21” West, 656.81 feet along the south line of the NE  1 4 of the SE  1 4 of Section 22 to the Southwest corner of the SE  1 4 of the NE  1 4 of the SE  1 4 of said Section 22, thence North 01°07’16” East, 461.55 feet along the West line of the SE  1 4 of the NE  1 4 of the SE  1 4 of said Section 22, thence North 81°47’47” East, 650.7 feet along a fence line to the East line of the SE  1 4 of said Section 22, thence continuing North 81°47’47” East, 679.59 feet along a fence line, thence North 01°56’09” West, 179.00 feet to the centerline of a county road, thence South 44°46’00” East, 854.02 feet along the centerline of a County Road to the South line of the NW  1 4 of the SW  1 4 of Section 23, Township 78 North, Range 26 W. 5 th P.M., thence South 83°26’34” West, 1277.29 feet along the South line of the NW  1 4 of the SW  1 4 of said Section 23 to the point of beginning containing 19.06 acres more or less and subject to established easements of record.

Granger Substation

Parcel “C” of the Plat of Survey of the Southwest Quarter of Section 12, Township 80 North, Range 26 West of the 5 th P.M. which has been filed in Book 2006, Page 16706 of the Dallas County Records. Said property is also described by metes and bounds as:

That portion of the NW  1 4 of the SE  1 4 of Section 12, T-80N, R-26W of the 5 th P.M., Dallas County, Iowa, lying east of the abandoned railroad right-of-way, except the South 20 rods thereof, and except conveyance for highway right-of-way; and the North 60  1 4 rods of the NE  1 4 of the SE  1 4 of said Section 12 lying south and West of the conveyed highway right-of-way, that is more particularly described as:

Commencing as a point of reference at the SE corner of said Section 12, thence S89°57’15”W, 1636.13 feet along the south line of the SE  1 4 of said Section 12 to a point on the east line of the abandoned Chicago, Milwaukee, St. Paul and Pacific Railroad; thence N01°05’07”E, 1658.32 feet along the east line of said abandoned railroad to a point on the north line of the South 20 rods of the NW  1 4 of the SE  1 4 of said Section 12, said point is the point of beginning; thence continuing N01°05’07”E, 412.74 feet along said east line to a point of curvature; thence continuing along said east line along a curve to the right having a radius of 2814.79 feet, a chord bearing of N03°35’07”E, an arc length of 245.56 to a point of tangency; thence N06°05’07”E, 279.07 feet along said east line to a point on the southwesterly right-of-way line of Iowa Highway 141; thence S43°00’02”E, 816.01 feet along said right-of-way line to a point; thence S48°39’34”E, 506.60 feet along said right-of-way line to a point on the south line of the north 60  1 4 rods of the NE  1 4 of the SE  1 4 of said Section 12; thence N89°59’49”W, 714.58 feet

 

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along the south line of said 60  1 4 rods to a point on the west line of said NE  1 4 , SE  1 4 ; thence S00°13’10”W, 3.76 feet along said west line to a point on the north line of the south 20 rods of the NW  1 4 of the SE  1 4 of said Section 12; thence S89°58’43”W, 275.04 feet along the north line of said south 20 rods to the point of beginning. Said parcel contains 10.344 acres, more or less.

Bittersweet Sub

Parcel “A” of the Plat of Survey of the SE  1 4 of the SE  1 4 in Section 16, Township 81 North, Range 26 West of the 5 th P.M. as shown in Book 2006, Page 14963 of the Dallas County Records.

142nd and Meredith Substation

A tract of land consisting of approximately 5.9188 acres more or less (350’ x 737’) as measured along and from existing fences, said tract being locat5ed in the Southeast Corner of the Northeast Quarter of The Northeast Quarter (NE  1 4 NE  1 4 ) of Section 24, Township 79 North, Range 26 West of the 5 th P.M., Dallas County, Iowa said tract is more particularly described as follows:

Commencing at the Northeast Corner of said Section 24; thence S00°08’13”W along the East line of Section 24, 1,316.19 feet to the SE Corner of the NE  1 4 of the NE  1 4 of Section 24; thence S89°28’28” W along the South line of the NE  1 4 of the NE  1 4 of said section 24, 33.00 feet to the point of beginning; thence continuing along said south line S89°28’28”, 736.69 feet to a point; thence N00°08’13”E, 350.00 feet to a point, thence N89°28’28”E, 736.69 feet to a point that is 33.00 feet West of the East Line of said Section 24; thence S00°08’13”W along a line that is parallel to and 33.00 feet West of the East line of Section 24, 350.00 feet to the point of beginning, said tract of land is within the corporate limits of The City of Urbandale, Dallas County, Iowa and contains 5.9811 acres more or less.

South 60 th Street Substation

Starting at the Southeast Corner of Section 13, Township 78 North, Range 26 West of the 5 th P.M., Dallas County, Iowa, thence Westerly 1320.0 feet along the South Boundary of said Section, thence North 329.6 feet, thence Easterly 1320.0 feet to East Boundary of said Section, thence South 330.3 feet to the point of beginning, being approximately 10 acres, including road. This deed is given in satisfaction of an Option recorded in Book 2000 at Page 13134 of the Dallas County Records.

FLOYD COUNTY

Quarry Road West Electric Substation

A parcel of land being part of the NE  1 4 of the NW  1 4 of Section 33, Township 96 North, Range 16 West of the 5 th P.M., Floyd County, Iowa, more particularly described as follows:

commencing at the N  1 4 corner of said Section 33; thence S.00° 19’ 51”E., along the east line of the NE  1 4 of the NW  1 4 of said Section 33, 874.48 feet to the point of beginning; thence continuing S.00° 19’ 51”E., along the said East line, 277.98

 

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feet; thence S. 98° 29’ 46”W., 289.00 feet; thence N. 00° 13’ 17”E., 278.00 feet; thence S. 89° 29’ 46”E., 286.32 feet to the point of beginning. Said Parcel contains 1.83 acres including 0.29 acres of County Road ROW and is subject to easements and restrictions of record.

Charles City Maintenance Building (Wind)

Lots Five and Six, Block Twelve, Gilbert’s Addition to St. Charles, now incorporated in the City of Charles City, Iowa.

Lot Fourteen (14) and the south one-half (S1/2) of Lots Thirteen (13) and Thirty-two (32), Block One Hundred Thirty-Eight (138) of Lane’s Addition to St. Charles now incorporated as Charles City, Iowa in the County of Floyd and State of Iowa.

The South half of the Southeast Quarter of the Southeast Quarter (S1/2 of SE1/4 of SE1/4) of Section 12, Township 95 North, Range 16 West of the Fifth Principal Meridian, except the North three hundred (300) feet thereof and except the East two hundred thirty-three (233) feet thereof.

East 44 feet of Lot Six (6) Block Thirteen (13) College Addition to Charles City, Iowa.

That portion of Smith Avenue in Charles City, Iowa, lying between the North boundary line of Owen Street extended and the South boundary line extended of the alley which bisects and divides Block Thirteen (13), College Addition to the City of Charles City, Iowa, said portion of Smith Avenue being approximately 140 feet in length and 33 feet in width.

Lots 7, 8, 9, 10, 11 and 12 in Block 27, of Kelly’s Addition to St. Charles, now incorporated as Charles City, Floyd County, Iowa, except that portion of Lots 7, 8, and 9 lying southwest of a line beginning at a point 20 feet northeasterly of the southeast corner of said Lot 7 on the southeast line thereof; thence to a point 24.5 feet northeasterly of the southwest corner of said Lot 9 on the Northwesterly line thereof, and except the southwest 24.5 feet of Lots 10, 11 and 12.

A parcel of land in the North one-half of the Southeast Quarter of Section 33, Township 96 North, Range 16 West of the 5 th P.M., described as follows: Commencing at the East Quarter Corner of Section 33, Township 96 North, Range 16, thence South along the section line 636.4 feet; thence North 72 degrees 22 minutes West, along the Northeasterly Right of Way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad a distance of 2148.4 feet to the  1 2 section line; thence East along the  1 2 section line 2046.5 feet to the point of beginning and containing 14.91 acres more or less.

A parcel of land in the Southeast Quarter of the Northeast Quarter of Section 9, Township 95 North, Range 18, West of the 5 th P.M., described as follows:

Commencing at a point 107.55’ West of the East Quarter corner of Section 9, Twp. 95 North, Rge. 18; thence North 43°40’ West a distance of 199.4 feet; thence South 143.9 feet to the half section line; thence East 137.1 feet along said line to the point of beginning.

 

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A parcel of real estate situated in the North-west Quarter (NW1/4) of Section Nineteen (19) Township Ninety-five (95) North, Range Fifteen (15) West of the 5 th P. M., in Floyd County, Iowa, and described as follows: Beginning at a point Thirty-three (33) feet South of the North Quarter Corner of Section Nineteen (19) Township Ninety-five (95) North, Range Fifteen (15) West of the 5 th P.M.; thence South Four Hundred feet (S 400); thence West Five Hundred feet (W 500); thence North Four Hundred feet (N 400); thence East Five Hundred (E 500) feet to the point of beginning.

Lots 1, 2, 3, 4, 5 and 6, except the Northeasterly 100.25 feet of each such Lot, Block 27, Kelly’s Addition to St. Charles, now incorporated as the City of Charles City, Floyd County, Iowa;

That portion of Vacated Alley described as follows: Beginning at the Westerly corner of said Lot 1, Block 27, Kelly’s Addition to St. Charles, now a part of Charles City, Iowa, thence S 56° - 30’E 132.0 feet; thence S 33° - 30’W 16.5 feet; thence N 56° - 30’W 132.0 feet; thence N 33° - 30’ E 16.5 feet to the point of beginning.

That part of the Southeast Quarter (SE1/4) of Section Twelve (12), Township Ninety-five North (95N), Range Sixteen West (16W) of the 5 th P.M., in Charles City, Iowa, described as follows: Commence at the Southeast (SE) corner of the Southeast quarter (SE1/4) of the Southeast quarter (SE1/4) of said Section Twelve (12); thence North (N) 0°00’00” West (W) (assumed) along the East (E) line of the said southeast quarter (SE1/4) of the Southeast quarter (SE1/4) 555.20 feet to a point being 57.0 feet from the centerline of the Iowa Terminal Railroad; thence North (N) 89°49’48” West (W) 233.00 feet to the point of beginning; thence South (S) 0°00’00” East (E) 200.00 feet; thence North (N) 89°49’48: West (W) 200.00 feet; thence North (N) 0°00’00” East (E) 236.45 feet; thence South (S) 89°54’34” East (E) 200.00 feet; thence South (S) 0°00’00” East (E) 36.72 feet to the point of beginning, containing 1.09 acres.

The East 233 feet of the South 306 feet of the South Half (S1/2) of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section Twelve (12), Township Ninety-five (95) North, Range Sixteen (16) West of the 5 th P.M., subject to public roads and streets in Floyd County, Iowa; also described as the South 306 feet of the East 233 feet of the South Half (S1/2) of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section Twelve (12), Township Ninety-five (95) North, Range Sixteen (16) West of the 5 th P.M., subject to public roads and streets in Floyd County, Iowa.

FRANKLIN COUNTY

A tract of land described as follows: Commencing on the West side of the Iowa Central Railroad bed on the east half of the Southeast Quarter of the Southwest Quarter of Section twenty-eight (28), Township ninety-two (92) North, Range twenty (20), at the South side of said land, running thence North six (6) rods, thence West thirteen (13) rods, thence South six (6) rods, thence East Thirteen (13) rods to place of beginning, excepting therefrom a certain tract of land described as follows: Commencing at a point on the South line of the Southwest Quarter of Section twenty-eight (28), Township ninety-two (92), Range twenty (20) West, Franklin County, Iowa, said point being two hundred forty-eight and sixty-five one-hundredths (248.65) feet West

 

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from the Southeast corner of said Southwest Quarter of Section twenty-eight (28), and fifty (50) feet Westerly measured at right angles from the Center line of the main track of the Iowa Central Railway Company; thence Northerly parallel to and fifty (50) feet Westerly from said center line of Railway a distance of ninety-nine (99) feet to a point, thence West parallel to and ninety-nine (99) feet Northerly from said South Line of Section twenty-eight (28), a distance of forty and six-tenths (40.6) feet to a point, thence Southerly and parallel to said center line of Railway a distance of ninety-nine (99) feet to the South line of said Section twenty-eight (28), thence East on said line a distance of forty and six-tenths (40.6) feet to the place of beginning, containing nine-tenths (.9) of an acre; more or less, all in the City of Hampton, Iowa.

A piece of land located in the Southwest Quarter of Section twenty-eight (28), in Township ninety-two (92), Range twenty (20), and situated North of Hampton Gas Company’s gas plant in Hampton, Iowa, said land bounded as follows: On the east by the land described in a certain deed from James H. Van Nuys and Lucy A. Van Nuys to Iowa Central Railroad dated February 6, 1908, filed February 19, 1908 and recorded in the office of the Recorder of Franklin County, Iowa, in Book 45 on page 457; on the North by the South bank of Squaw Creek as the channel is now cut directly west of the viaduct under the Iowa Central Railroad; on the West by the West bank of old original channel of Squaw Creek; and on the South by the South bank of the old original channel of Squaw Creek.

Commencing 8 rods East of a stone at the Northwest corner of the North Quarter (N1/4) of the East Half of the Northwest Quarter of the Northwest Quarter (E1/2 NE1/4 NW1/4) of Section 33, Township 92 North, Range 20, West of the 5 th P.M., thence East 4 rods, 14 links, South 91/4° East 20 rods 4 links, West 8 rods, North 19 rods 22 links to place of beginning, except the South 10 rods thereof.

All that part of the East Half of the West 8 rods commencing at the Northwest corner of the North Quarter (N1/4) of the East Half of the Northeast Quarter of the Northwest Quarter (E1/2 NE1/4 NW1/4) of Section 33, thence East along Section line 12 rods 14 links to a stone set in the ground, thence South 91/4° East 20 rods, 4 links along the West line of the depot grounds to a stone set in the ground, thence West 16 rods to a stone set in the ground, thence North 19 rods 22 links to place of beginning, except the South 10 rods thereof.

All that part of the West Half of the West 8 rods commencing at the Northwest corner of the Northwest Quarter (NW1/4) of the East Half of the Northeast Quarter of the Northwest Quarter (E1/2 NE1/4 NW1/4) of the Section, East 12 rods, 14 links, South 91/4° East 20 rods 4 links, West 16 rods, North 19 rods 22 links to beginning, except the South 10 rods thereof. (Subject to Agreement with City of Hampton in Franklin County, Iowa, granting a right of egress and ingress for the propose of cleaning out a certain ditch which is located in the northwest corner of the foregoing description.)

All in Section No.Thirty-three (33), in Township No.Ninety-two (92) North, Range No.Twenty (20) West of the 5 th P.M.

The West Ten (10) Acres, except the south 50 feet thereof, of the Southwest Quarter (SW1/4) of the Southeast Quarter (SE1/4) of Section Thirty-five (35), Township Ninety (90) North, Range Twenty-one (21) West, of the Fifth P.M.

 

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Commencing at the North  1 4 corner of Section 30, Township 92 North, Range 21 West of the 5 th P.M.; thence Southerly 33.00 feet; thence Westerly 329.99 feet to the Northwest corner of Stover’s Addition to Latimer, Iowa, said Northwest corner being the point of beginning; thence Southerly along the west line of Stover’s Addition 100.00 feet; thence Westerly 100.00 feet; thence Northerly 100.00 feet to a point 33.00 feet South of the North line of said Section 30; thence Easterly 100.00 feet to point of beginning. Parcel contains 0.23 acre more or less.

That part of the North Quarter of the East half of the Northwest Quarter of the Northwest Quarter (N1/4 E1/2 NE1/4 NW1/4) of Section Thirty-three (33) ; Township Ninety-two (92) North, Range Twenty (20) West of the Fifth Principal Meridian, bounded and described as follows: Beginning at a point on the North line of said Section, Eight and Five-tenths (8.5) feet westerly of, as measured at right angles from the center line of Spur Track I.C.C. No. 139 of the former The Minneapolis & St. Louis Railway Company, now the Chicago and North Western Railway Company, as now located and established; thence Southerly along a line parallel with the center line of said Spur Track and extension, a distance of Three Hundred Four and Five-tenths (304.5) feet, more or less, to a point Twenty-four and Eight-tenths (24.8) feet North of, as measured at right angles from the South line of the North Quarter of the East Half of the Northeast Quarter of the Northwest Quarter (N1/4 E1/2 NE1/4 NW1/4) of said Section; thence West along a line parallel with the South line of the North Quarter of the East Half of the Northeast Quarter of the Northwest Quarter (N1/4 E1/2 NE1/4 NW1/4) of said Section, a distance of Twenty-three (23) feet; thence South along a line at right angles to the last described course, a distance of Twenty-four and Eight-tenths (24.8) feet to the South line of the North Quarter of the East Half of the Northeast Quarter of the Northwest Quarter (N1/4 E1/2 NE1/4 NW1/4) of said Section; thence West along the South line of the North Quarter of the East Half of the Northeast Quarter of the Northwest Quarter (N1/4 E1/2 NE1/4 NW1/4) of said Section, a distance of Seventy-five (75) feet, more or less, to a point Two Hundred Fifty (250) feet Southwesterly of, as measured at right angles form the center line of the original main track of the Central Rail Road Company of Iowa, formerly the Minneapolis & St. Louis Railway Company, now the Chicago and North Western Railway Company, as said main track is referred to in Warranty Deed dated January 10, 1872 from The Iowa Valley Construction Company to said Central Rail Road Company of Iowa, recorded April 26, 1873 in the Recorder’s office of Franklin County, Iowa, in Book “O”, on pages 188 and 189; thence Northwesterly along a line parallel with the center line of said original main track, a distance of Three Hundred Thirty (330) feet, more or less, to the North line of said Section; thence East along the North line of said Section, a distance of One Hundred Seventy (170) feet, more or less, to the point of beginning.

Lot Six (6) in Block Seven (7) in Original Town of Sheffield, Franklin County, Iowa, also known as Lot Six (6) in Block Seven (7) in Sheffield, Iowa, being platted from a part of the South East Quarter (1/4) of the South West Quarter (1/4) of Section Four (4) Township Ninety-three (93) North, Range Twenty (20) West of the Fifth (5 th ) Principal Meridian, Iowa, from and after date of Plat only.

The South Two Hundred Thirty-tree (233) Feet of the West One Hundred Eighty-three (183) Feet to the Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) of Section Twenty-eight (28), Township Ninety-two (92) North, Range Twenty (20) West of the 5 th P.M., Franklin County, Iowa.

 

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Commencing at the Southwest corner of Section Nine (9), Township Ninety-three (93) North, Range Twenty (20) West of the 5 th Principal Meridian of Iowa, thence North along the West line of said Section Nine (9), 2,903 feet, thence East parallel to the South line of said Section nine (9) 165 feet to place of beginning, thence East parallel to the South line of said Section Nine (9) 68 feet, thence North parallel to the West line of said Section Nine (9) 109 feet, thence West parallel to the South line of said Section Nine (9) 68 feet, thence South to place of beginning, containing .17 acre more or less, all in Town of Sheffield, Iowa.

A Tract of the SE1/4 of the NE1/4 of Section 28, Township 92 North, Range 20 West of the 5 th P.M., Franklin County, Iowa, described as follows, to wit:

Commencing 180 feet North of the Southeast Corner of the SE1/4 of the NE1/4 of said Section 28, running thence North 217 feet, thence West 300 feet, thence South 352 feet, thence East 150 feet, thence North 135 feet, thence East 150 feet to the place of beginning, except a tract in the SE1/4 of the NE1/4 of Section 28, Township 92 North, Range 20 West of the 5 th P.M. Franklin County, Iowa, described as follows, to wit: Commencing from a point 150 feet West and 45 feet North of the Southeast corner of the SE1/4 of the NE1/4 of said Section 28, running thence North 65 feet, thence West 20 feet, thence South 65 feet, thence East 20 feet to the place of beginning and except a tract in the SE1/4 of the NE1/4 of Section 28, Township 92 North, Range 20 West of the 5 th P.M. Franklin County, Iowa described as follows, to wit: Commencing from a point 150 feet West and 110 feet North of the Southeast corner of the SE1/4 of the NE1/4 of said Section 28, running thence North 70 feet, thence West 20 feet, thence South 70 feet, thence East 20 feet to the place of beginning.

FREMONT COUNTY

Thurman Substation

A tract of land lying in the Southwest Quarter (SW1/4) of Section 33, Township 70 North, Range 42 West of the 5 th P.M., Fremont County, Iowa, more particularly described as follows: Commencing at the Southwest corner of the Southwest Quarter (SW1/4) of Section 33, Township 70 North, Range 42 West of the 5 th P.M., Fremont County, Iowa, thence North a distance of 1913.40 feet along the West line of said Southwest Quarter (SW1/4) to the point of beginning; thence East a distance of 238.71 feet; thence North a distance of 208.71 feet; thence West a distance of 238.71 feet to a point on the West line of the Southwest Quarter (SW1/4); thence South a distance of 208.71 feet to the point of beginning. Containing 1.14 acres more or less including county right of way on the West side.

Sidney Substation

The west 208.71 feet of the south 208.71 feet of the east 418.71 feet of the SE1/4 of the SE1/4 of Section 25, Township 69 North, Range 42 West, Fremont County, Iowa.

 

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Fremont County Sub

A 145 foot by 225 foot (145 foot east-west and 225 foot north-south) parcel located in the SW corner of the SW  1 4 of Section 23, T-68N, R-43 W of the 5 th p.m.; and a 75 foot by 225 foot (75 foot east-west and 225 foot north-south) parcel located in the SE corner of the SE  1 4 of Section 22, T-68N, R-43 W of the 5 th p.m., Fremont County, Iowa, more particularly described as follows:

Commencing as a point of reference at the SW corner of Section 23, T-68N, R-43W of the 5 th p.m., Fremont County, Iowa, thence N02°29’35”E along the west line of said Section 23, 90.09 feet to the point of beginning; thence N89°58’25”E along a line which lies parallel to the south line of said Section 23, 145.00 feet to a point; thence N02°29’35”E along a line which lies parallel to the west line of said Section, 225.30 feet to a point; thence S89°58’25”W along a line which lies parallel to the south line of said section, 145.00 feet to a point on the west line of said section; thence N89°44’33”W along a line which lies parallel to the south line of Section 22, T-68N, R-43W, 75.00 feet to a point; thence S02°29’35”W along a line which lies parallel to the east line of Section 22, 225.30 feet to a point; thence S89°445’33”E along a lien parallel to the south line of said Section 22, 75.00 feet to the point of beginning. Said parcel contains 1.137 acres, more or less.

HARRISON COUNTY

Dunlap Substation

A parcel of land located in the South Half (S1/2) of the Northeast Quarter (NE1/4) of Section 3, Township 81 North, Range 41 West of the 5 th P.M., Harrison County, Iowa, lying North of the original Town of Dunlap, Iowa, and the first, second and third additions thereto as show by original and recorded plat thereof and described as follows:

Commencing at the intersection of the centerline of Iowa Primary Highway No. 37 and the centerline tangent of U.S. Highway No. 30, thence North 28°57’ East 313.0 feet along the centerline tangent of U.S. Highway No. 30, thence North 90°00’ East 53.4 feet to the point of beginning, thence continuing North 90°00’ East 260.5 feet along the North line of the original plat of Dunlap, Iowa, thence North 00°00’ East 200.0 feet, thence North 90°00’ West 150.0 Feet, thence South 28°57’ West 228.5 feet along the East right of way line of U.S. Highway No. 30 to the point of beginning.

Little Sioux Substation

Beginning at the northeast corner of the Southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4) of Section 19, Township 81 North, Range 44 West of the 5 th P.M., Harrison County, Iowa, thence West 200 feet, thence South 200 feet, thence East 200 feet, thence North 200 feet to the point of beginning.

Logan Substation

The south 5 feet of Lot 2, all of Lot 3 and the north 40 feet of Lot 4, in Block 27, Town of Logan, Harrison County, Iowa.

Logan Office & Garage

Lots 13 and 14 in Block 18, town of Logan Harrison County, Iowa.

Missouri Valley Substation and Storage Yard

A tract described as follows: Beginning at a point 33 feet north of the southwest corner of the southwest quarter of the southeast quarter of Section 15, Twp. 78 north, Range 44 West of the 5 th P.M. Harrison County, Iowa, thence east 134 feet to the west right-of-way line of Primary Road 6 (now United States 75), thence northerly along said right-of-way line 300 feet, thence west 117.2 feet, thence north 287 feet, thence west 27.8 feet, thence south 587 feet to the point of beginning.

 

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F.M. Radio Tower Site

That part of Lot One (1) in Block Seventy-two (72) of Town Lot Company’s Fourth Addition to the City of Missouri Valley, Harrison County, Iowa, described as follows: Beginning at a point six (6) feet north of the northeast corner (at ground level) of the present reservoir of the City of Missouri Valley, Iowa, located on Lot One (1), Block Seventy-two (72) aforesaid, thence east sixty (60) feet, thence north thirty (30) feet, thence west sixty (60) feet, thence south thirty (30) feet to the point of beginning; subject to a provision for reversion of title upon the abandonment of the use of said premises for purposes connected with the business of Iowa Power and Light Company, its successors or assigns.

Missouri Valley Pole Yard

Lots 1, 2, 3 and 4 of the Auditor’s Plat of part of the NE  1 4 SE  1 4 of Section 15, Township 78 North, Range 44 West of the 5 th P.M., Missouri Valley, Harrison County, Iowa.

Lot 1 of Block 5 of Seaton’s Second Addition to Missouri Valley, Iowa.

Lots 1 and 2 of Block 9 of Seaton’s Second Addition to Missouri Valley, Iowa.

Lot 4 of Block 13 of Seaton’s Second Addition to Missouri Valley, Iowa.

Mondamin Substation

A parcel of land in the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) of Section Thirty (30), Township Eighty (80) North, Range Forty-four (44) West of the 5 th P.M., Harrison County, Iowa, more particularly described as follows: Beginning at the center of the said Section 30, thence North along the North-South centerline of said section a distance of 240 feet, thence West parallel with the East-West centerline of said section a distance of 233 feet, thence South parallel with the North-South centerline of said section 240 feet, thence East along the East-West centerline of said section to the point of beginning.

HUMBOLDT COUNTY

A parcel of land in the City of Humboldt, Iowa and in Section 1, Township 91 North, Range 29 West of the Fifth Principal Meridian, Humboldt County, Iowa, described as follows: Commencing at the southeast corner of Block 45, Original Town of Humboldt, Iowa; thence South 177.70 feet (10 rods and 19  1 4 links), along the southerly extension of the easterly line of said Block 45, Original Town of Humboldt, Iowa, to the point of beginning; thence continuing South 106.46 feet; along southerly extension of said block line, to a point on the northerly bank of Mill-run; thence North 89 degrees 52 minutes 30 seconds West 167.58 feet, along said northerly bank of Mill-run thence North 00 degrees 13  1 2 minute West 108.52 feet; thence South 80 degrees 49 minutes 42 seconds East 19.76 feet, along the southerly line of the parcel of land described by warranty deed filed under date of Dec. 28, 1962 in Book 150             .

That part of River Park in the incorporated Town of Humboldt, Iowa, described as follows, to wit: Commencing at a point on the East line of said River Park fourteen (14) feet Northerly from the Southeast corner of said Park, running thence Northerly on said East line one hundred (100) feet, thence westerly and parallel with the South side of said Park to the East bank

 

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of the Des Moines River, thence Southeasterly along said river bank to a point Westerly from the place of beginning and one hundred (100) feet South from the Northerly line of the tract hereby conveyed, thence Easterly and parallel with the said south line of said Park to the place of beginning.

A parcel of land in Section One (1), Township Ninety-one (91) North, Range Twenty-nine (29) West, in the Town of Humboldt, bounded as follows, to wit: On the West by an extension of the West line of Parker Street in said Town of Humboldt; on the North by a line parallel with Fremont Street and running along the South side of the old bridge formerly located at the West end of said Street; on the East by a line parallel with Parker Street, and running through the West pier of said bridge; on the South by the Des Moines River.

A parcel of land situated in the Southwest Quarter of the Southwest Quarter of Section Sixteen (16) in Township Ninety-one (91) North, Range Twenty-seven (27) West of the 5 th P.M., described as follows: Commencing at the Southeast corner of Outlot No. One (1); running thence east along the north line of the right of way of the Chicago & Northwestern Railway forth feet; thence North parallel with the east boundary of said Outlot No.One (1) sixty feet; thence west parallel with the north line of the right of way of the Chicago & North Western Railway forty feet to the east boundary of Outlot No.One (1) thence south along the east boundary of Outlot No. One (1) sixty feet to the point of beginning.

A strip of land 20 feet in width lying West of Block 45 in the town of Humboldt, Iowa, bounded and described as follows, to wit:

Commencing at a point on the south line of Second Avenue North (formerly Wadsworth Street) 20 feet East of the center line of the East Bank of the Mill Race as now located; running thence southeasterly and parallel to the center line of said East Bank of the Mill Race and a distance of 20 feet east of such center line to a point 10 rods south of second Avenue North; running thence west 20 feet to the center line of said Mill Race; running thence in a northwesterly direction on and along the center line of the East Bank of the Mill Race to the south line of Second Avenue North; running thence East 20 feet to point of beginning.

A parcel of land situated in the SW1/4-SW1/4 of Section 16, Township 91 North, Range 27 West of the Fifth Principal Meridian, Iowa, more particularly described as follows: Commencing at the Southeast corner of Out Lot No. 1 of Williksen’s First Addition to the Town of Thor, Iowa, thence West 46 feet, along the North line of the Right of Way of the Chicago and Northwestern Railroad; thence North 62 feet, parallel with the East boundary of said Out Lot No. 1; thence East 46 feet, parallel with the North line of the right of way of the Chicago and Northwestern Railroad, to a point on the East boundary of said Out Lot No, 1; thence South 62 feet, along said East boundary line to the point of beginning.

All of Block 59, Second College Addition to the City of Humboldt, Humboldt County, Iowa.

Commencing at the northwest corner of Section 5, Township 91 North, Range 28 West of the 5 th P.M., Humboldt County, Iowa, thence east 654 feet along the north line of Section 5 to the point of beginning; thence south 0°11  1 2 ’ west 465.52 feet; thence south 89° 48  1 2 ’ east 200 feet; thence north 0°11  1 2 ’ east 466.19 feet to a point on the north line of section 5; thence west 200 feet along the section line to the point of beginning, containing 1,50 acres, more or less, subject to right of way of present highway.

 

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A tract of land described as follows: commencing at the Southwest corner of Section Thirty-three (33), Township Ninety-two (92) North, Range Twenty-seven (27) West of the 5 th P.M., Humboldt County, Iowa, thence North 260 feet, thence East 40 feet to the East line of public road right of way easement (County easement dated 1944) which is place of beginning; thence South along the East line of said public road right of way easement 200 feet, thence East along the North line of public road right of way easement (State easement dated 1937) 200 feet, thence Northwest in a straight line to place of beginning, said tract containing 0.46 acre, more or less.

A tract of land, in the SW/4 SW/4 Section 7, Township 93 North, Range 27 West, Humboldt County, Iowa, described by metes and bounds as follows:

Beginning at a point in the West line of said Section 7, said point being Northerly along said West line a distance of 760 feet from the Southwest corner of said Section 7; thence Northerly along said West line a distance of 150 feet; thence Easterly at a right angle to said West line a distance of 200 feet; thence Southerly parallel to said West line a distance of 150 feet; thence Westerly a distance of 200 feet to the point of beginning, containing 0.689 acre, more or less.

A parcel of land in the NE1/4 of Section 8, T93N, R29W of the 5 th P.M. Humboldt County, Iowa and more particularly described as follows: Commencing at the NE Corner of said Section 8; thence West 56.82’ along Section Line to the point of beginning, said point being 40’ Northwesterly of centerline of road as measured perpendicular to; thence S 45°15’00” W 242.10’ parallel with road; thence N 44°45’00” W 240.00’ to the North Line of the NE  1 4 of said Section 8; thence East 340.90’ along Section Line to the point of beginning, containing 0.67 acre.

NOTE: The North Line of the NE  1 4 of said Section 8 is assumed to bear East-West.

IDA COUNTY

Lot one (1) in Block thirteen (13) and Lot twenty-one (21) in Block B, Battle Creek, Ida County, Iowa.

Lot Two (2) and the East Ten (10) feet of Lot Three (3), in Block Thirteen (13), in the First Addition to the Town of Battle Creek, Iowa, together with all right, title and interest in one-half (1/2) of the wall located on said Lot Three (3).

Commencing at the southeast (SE) corner of Block One (1), (Original Town), in the City of Ida Grove, Iowa; thence South 89°58’ east, 8.6 feet to the point of beginning; thence South 89° 59’east 198.92 feet; thence north 0001’east, 13.52 feet; thence north 73° 01’west, 175.11 feet to a point on the center line of Burns Street (said line of said Burns Street with the center line of First Street, as measured along the center line of Burns Street); thence South 84° 55’ west, 31.60 feet to a point 8.6 feet east and 5.5 feet north of the northeast corner of Block One (1), (Original Town) in the City of Ida Grove, Iowa; thence south 61.95 feet to the point of beginning.

 

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The bearing of the east line of Lot One (1), Block One (1) (Original Town) in the City of Ida Grove, Iowa is taken as due north and south.

Lots 8 and 9 in Block 9, City of Holstein, Ida County, Iowa.

That part of the North Half of Section 14, in Township 87 North Ida County, Iowa, to wit: Range 40 West, commencing at the center of Section 14, Township 87 North, Range 40 West of the 5 th P.M., Ida County, Iowa, thence east along the quarter section line to the centerline of U.S. Highway No. 59 and Iowa Highway No. 175; thence North 52° 40’West a distance of 1,003.90 feet along the centerline of said highway; thence South 37° 20’ West a distance of 50.00 feet to the point of beginning; thence North 56° 02’ 30” West a distance of 330.00 feet along the South right-of-way line of said highway; thence South 37° 20’ West a distance of 264.00 feet; thence South 56° 02’ 30” East and parallel with the South right-of-way line of said highway a distance of 330.00 feet; thence North 37° 20’ East a distance of 264 feet to the point of beginning; subject to the easement for public highway given to the Iowa State Highway Commission recorded in Book 33, Page 497 of the records of the Recorder’s Office of Ida County, Iowa of Iowa.

Said described parcel being located wholly within the North Half of Section 14, T-87-N, R-40-W, Ida County, Iowa, and containing 2.0 acres more or less.

Said quarter section line of Section 14, T-87-N, R-40-W, Ida County, Iowa, is taken as due East and West.

Commencing at the Southeast Corner of said Sec. 22, T 89N, R 40W; thence North 89° 31’West 170.28 feet along the Second Line to the Point of Beginning; thence continuing North 89° 31’ West 75.91 feet; thence North 0° 00’ West 40.00 feet to the North highway easement line; thence North 0° 00’ West 90.00 feet; thence South 89° 31’East 135.58 feet to the West Right-of-Way line of U.S. Highway No. 59; thence South 0° 45’ West 31.61 feet; thence South 31° 11’ West 67.91 feet to the North highway easement line; thence South 31° 11’ West 46.52 feet to the Point of Beginning, containing 0.26 acres, more or less, exclusive of the existing highway easement, said parcel being subject to the county highway easement and any other easements or restrictions of record.

Note: The East line of the Southeast Quarter of said Sec. 22, T 89N, R 40W is assumed to bear due North and South.

A part of Lot “R” of the Auditor’s Sub-division of the North one-half of Section Fourteen (Sec. 14), Township Eighty-seven North (T87N), Range Forty West (R40W) of the Fifth Principal Meridian (5 th P.M.), City of Ida Grove, Ida County, Iowa, more completely described as follows:

Commencing at the center of Section 14, Township 87 North, Range 40 West of the 5 th P.M., Ida County, Iowa, thence East along the quarter section line to the centerline of U.S. Highway No. 59 and Iowa Highway No. 175; thence North 52° 40’ West a distance of 1,003.90 feet along the centerline of said highway; thence South 37° 20’ West a distance of 314.00 feet to the point of beginning; thence North 56°02’30” West a distance of 330.00 feet; thence South 37°20’ West a distance of 241.50 feet; thence South 53°35’ East a distance of 322.03 feet; thence North 39°00’ East a distance of 255.90 feet to the point of beginning, subject to any easements or restrictions of record.

 

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Said described parcel being located wholly within the Southeast Quarter of the Northwest Quarter of Section 14, T-87-N, R-40-W, Ida County, Iowa, and containing 1.87 acres, more or less.

Said quarter section line of Section 14, T-87-N, R-40-W, Ida County, Iowa, is taken as due east and west.

JASPER COUNTY

Prairie City Substation

A part of Government Lots Three (3) and Four (4), Section Six (6), Township Seventy-eight (78) North, Range Twenty (20), West of the Fifth P.M., described as follows: beginning at a point thirty-three (33) feet North and approximately one (1) foot East of the Southwest (SW) corner of the East One-half (E1/2) of said Government Lot Four (4), thence North three hundred (300) feet along the presently established fence line, thence East three hundred (300) feet, thence South three hundred (300) feet to a point thirty-three (33) feet North of the South line of said Government Lot Three (3), thence West three hundred (300) feet to place of beginning.

Monroe Substation

The north 50 feet of Lot 7, Block 17, Town of Monroe, Jasper County, Iowa.

Colfax Substation

Part of the West half (W1/2) of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of Section Eight (8), Township Seventy-nine (79) North, Range Twenty (20) West of the 5 th P.M., described as follows: Beginning at a point on the west line of said Section Eight (8) which is seven hundred five (705) feet south of the northwest corner thereof, thence east one hundred sixty-eight (168) feet on a line forming an angle on the right of 90 degrees 06 minutes with the west line of said Section Eight (8), thence south two hundred (200) feet on a line parallel with the west line of said Section Eight (8), thence west one hundred sixty-eight (168) feet on a line forming an angle on the left of 90 degrees 06 minutes with west line of said Section Eight (8), thence north two hundred (200) feet along the west line of said Section Eight (8) to the point of beginning. Subject to existing public highways.

JOHNSON COUNTY

Coral Ridge Substation Site

Lot 2A, Sawmill Subdivision, Coralville, Iowa, according to that plat thereof recorded in Book 39, Page 109, Plat Records of Johnson County, Iowa, subject to a non-exclusive Access Easement reserved to the grantor, Heritage Development, Inc. and its successors in interest as assigns

Sub P- 69 kV Terminal

A tract of land in Government Lot 3 in Section 5, Township 79 North, Range 6 West of the 5 th P.M., described as follows: beginning at the intersection of the east line of Rogers Street in the Town of Coralville and the south line of said Section 5, 1686.5 feet west of the southeast

 

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corner of said Section 5; thence along the east line of said Rogers Street north 1 degree 2 minutes west 378 feet; thence north 68 degrees 223 minutes east 176.85 feet to the point of beginning at the northwest corner of the tract, to be described; thence from said point of beginning 68 degrees 223 minutes east to the Iowa River; thence southerly along the west bank of the Iowa River to its intersection with the south line of said Section 5; thence west along the south line of said Section 5 to a point 1419.45 feet west of the southeast corner of said Section 5 ; thence northerly 458.7 feet to the point of beginning, together with easement of ingress and egress over adjacent property.

Sub P- Coralville Electric Generating Station

A tract of land in Government Lot 3 in Section 5, Township 79 North, Range 6 West of the 5th P.M., described as follows: beginning at the intersection of the east line of Rogers Street in the Town of Coralville (which east line of Rogers Street extends north one degree two minutes west from a point on the south line of said Section 5, 1686.5 feet west of the southeast corner of said Section 5), which point, marked by an iron pipe , is 590 feet north one degree two minutes west of said point on the south line of Section 5; thence northerly along the east line of Rogers Street 124.1 feet to an iron pipe; thence north 24 degrees 45 minutes west 52 feet to an iron pipe; thence north 13 degrees 38 minutes west 123 feet to an iron pipe; thence north 3 degrees 11 minutes east 154.5 feet to an iron pipe; thence south 83 degrees 36 minutes east 118 feet; thence south 24 degrees 32 minutes east 219.3 feet; thence south 38 degrees 59 minutes east 370.9 feet; thence south 88 degrees 23 minutes west 20 feet to an iron pipe; thence continuing south 68 degrees 23 minutes west 95 feet to an iron pipe; thence continuing south 68 degrees 23 minutes west 203 feet to an iron pipe; thence north 13 degrees 35 minutes west 200.4 feet to an iron pipe; thence south 68 degrees 23 minutes west 58.5 feet to the point of beginning, except that portion of said premises used as a right-of-way by the Chicago, Rock Island & Pacific Railway Company granted to said railway company by deed recorded in book 34, page 544 in the office of the recorder of Johnson County.

Also, the dam at said town of Coralville, known as the Coralville Dam, the crest of which dam is located as follows: Beginning at the east face of the west abutment of said dam at a point which is north 58 degrees east 137 feet of a point which is north 1 degrees 2 minutes west 816.1 feet from a point where the east line of Rogers Street in said town of Coralville intersects the south line of Section 5, Township 79 north, Range 6 west of the 5 th principal meridian; thence north 58 degrees east 293 feet, more or less, to a point on the east abutment of said dam, situated on the fraction east of the Iowa River (sometimes called Government Lot 4) in said Section 5, 1045 feet due north of a point on the south line of said Section 5, which is 1332 feet west of the southeast corner of said Section 5, together with the abutments of said dam and the ground upon which said abutments are constructed, and all rights and privileges pertaining or in any manner belonging to said dam, including the right to quarry all stone on the fraction east of the Iowa River of said Section 5 which may be needed in keeping up and repairing the Coralville Dam, including the banks, abutments and piers and also the right to haul said stone, so needed, to said dam across said fraction east of the Iowa River.

 

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Sub P-Coralville Electric Generating Station

A tract of land in Government Lot 3 in Section 5, Township 79 North, Range 6 West of the 5th P.M., described as follows:

Beginning at a point located as follows: from the intersection of the East line of Rogers Street in the Town of Coralville, Iowa, and South line of Section Five (5), one thousand six hundred eighty-six and five-tenths (1,686.5) feet West of the Southeast (SE) corner of said Rogers Street, North 01° 02’ West three hundred seventy-eight (378) feet; thence North 68° 23’ East, one hundred seventy-six and eighty-five-hundredths (176.85) feet to the point of beginning at the Northwest (NW) corner of the tract, described as follows: from said point of beginning, thence North 68° 23’ East to the Iowa River; thence Southerly along the West bank of the Iowa River to its intersection with the South line of said Section Five (5); thence West along the South line of said Section Five (5) to a point one thousand four hundred nineteen and forty-five-hundredths (1,419.45) feet west of the Southeast (SE) corner of said Section Five (5); thence Northerly four hundred fifty-eight and seven-tenths (458.7) feet to the point of beginning.

Northgate Sub

A part of the Northeast Quarter (NE  1 4 ) Section 1, Township 79 North, Range 6 West of the 5 th P.M. described as follows:

Beginning at an iron pin at the intersection of the West line of said Northeast Quarter (NE  1 4 ) and the South line of a public road, which point lines South 0°02’05” East 33.00 feet of the Northwest (NW) corner of said Northeast Quarter (NE  1 4 ); thence continuing South 0°02’05” East along the West line of said Northeast Quarter (NE  1 4 ) 400.00 feet to an iron pin; thence due East 400.00 feet to an iron pin; thence North 0°02’05” West 400.00 feet to an iron pin on the South line of said public road; thence due West along the South line of said road 400.00 feet to the point of beginning; Said tract contains 3.7 acres, more or less. For the purpose of this description the North line of said North Quarter (N  1 4 ) is assumed to bear due East.

Substation “B” - Lafayette St. and Capital St.

Lots 5, 6, 7 and the South 10 feet of Lot 8 in Block 16, known as the County Seat Addition to the City of Iowa City, Johnson County, Iowa.

Substation “D” - College Street

The East 50 feet of Lot 6 in Block 43 in Iowa City, Iowa, according to the recorded plat thereof.

Iowa City Service Building and Substation “E”

Commencing at the southeast corner of Section 14, Township 79 North, Range 6 West of the 5 th P.M.; thence north 843.5 feet along the east line of said Section 14 to the intersection of said east section line with the south line of the C.R.I. & P Railway Company right of way; thence northwesterly 1827.5 feet along the south line of said right-of-way to the point of beginning; thence N. 62° 36’ W. 1229.5 feet; thence south 792.5 feet to the center line of the Lower Muscatine Road; thence S. 43° 19’E 569.5 feet along the center line of said road; thence

 

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northeasterly 953 feet to the point of beginning; except the following described real estate: commencing at the southeast corner of the above described premises; thence northwesterly along the center line of said Lower Muscatine Road 43° 19’W. 375.8 feet; thence N. 46°41’E 201.5 feet; thence S. 43°19’E 377.4 feet; thence southwesterly 201.5 feet to the point of beginning.

Substation “F”

The south 40 feet of Lot 1, Block 68, Original Town of Iowa City, Iowa.

Substation “J”

Beginning at a point on the west line of the Northeast Quarter (NE  1 4 ) of the Southwest Quarter (SW  1 4 ) in Section 17, Township 79 North, Range 6 West of the 5 th P.M., said point being 663.10 feet south of the northwest corner of the Northeast Quarter (NE  1 4 ) of the Southwest Quarter (SW  1 4 ); thence S. 89° 44’ E. 33 feet; thence N. 89° 44’ W. 333 feet; thence north 350 feet to the point of beginning, containing 2.67 acres, more or less.

Sub K

W  1 2 of the SE  1 4 of S29 T80N R7W of the 5 th P.M., Johnson County, Iowa lying north of the railroad and south of U.S. highway No. 6

Substation “N”

(62) Beginning at the corner of Lot 30 of the subdivision of the Southeast Quarter of Section 3, Township 79 North, Range 6 West of the 5 th Principal Meridian, as recorded in Plat Book 1, Page 1, of the Plat Records of Johnson County, said corner being adjacent to Lots 31 and 33 of said subdivision; thence South, 63° 18’ East, to the northwesterly line of Dodge Street in Iowa City; thence southwesterly along the northwesterly line of Dodge Street 152.3 feet; thence north, 63°18’ West, to the southeasterly line of Lot 30 of said subdivision; thence northeasterly along the southeast boundary of said Lot 30, 181.5 feet to the point of beginning.

Substation “U”

Lot Nine (9) of Folsom’s Sub-division of Sections Eight (8) and Nine (9) in Township Seventy-nine (79) North, Range Six (6) West of the Fifth (5 th ) Principal Meridian as shown by plat recorded in Plat Book 1, Page 38 in Recorder’s office, Johnson County, Iowa excepting a part of the Northeast Quarter (NE 1/4) of the Southwest Quarter (SW 1/4) of Section Nine (9), Township Seventy-nine (79) North, Range Six (6) West of the Fifth (5 th ) Principal Meridian, described as follows:

Beginning at a point on the East line of said Northeast Quarter (NE 1/4) of the Southwest Quarter (SW 1/4) , where said East line is intersected by the centerline of Newton Road as now paved, which point is three hundred ninety-six and six-tenths (396.6) feet South of the Northeast (NE) corner of said Northeast Quarter (NE 1/4) of the Southwest Quarter (SW 1/4) (the center of Section Nine (9)); thence South 05° East, magnetic bearing, six hundred ninety-three (693.0) feet along the East line of said Northeast Quarter (NE 1/4) to a stake two hundred fifty (250.0) feet North of the present hedge fence: thence deflecting 89° to the right seven hundred ninety-four and five-tenths (794.5) feet parallel to the said hedge fence to an iron pipe in a fence line; thence deflecting 109° to the right nine

 

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hundred sixty-eight (968.0) feet along the fence to the center of Newton Road as now paved; thence Easterly along said center line of the present pavement five hundred sixty-two (562) feet to the place of beginning, containing twelve and seventy-seven-hundredths (12.77) acres.

Substation “Y”

Lot 6, BDI 5 th Addition to Iowa City. Section 24-79-6.

Iowa City Service Building

Commencing at the Southeast corner of Section 14, Township 79 North, Range 6 West of the 5th P.M.; thence North 843.5 feet along the East line of said Section 14 to the intersection of said East section line with the South line of the C.R.I. & P Railway Company right-of-way; thence Northwesterly 1827.5 feet along the South line of said right-of-way to the point of beginning; thence N.62° 36’ W. 1229.5 feet; thence South 792.5 feet to the center line of the Lower Muscatine road; thence S. 43° 19’ E. 569.5 feet along the center line of said road; thence Northeasterly 953 feet to the point of beginning; except hte following real estate: Commencing at the Southeast corner of the above described premises; thence Northwesterly along the center line of said Lower Muscatine road 43° 19’ W. 375.8 feet; thence N. 46° 41’ E. 201.5 feet; thence S. 43° 19’ E. 377.4 feet; thence Southwesterly 201.5 feet to the point of beginning.

Except:

A tract of land located in Plat of Survey as recorded in Book 39, Page 149 Johnson County Recorder, Iowa City, Iowa in Section 14, Township 79 North, Range 6 West of the Fifth Principal Meridian, Johnson County, Iowa, more particularly described as follows:

Commencing at a PI point set on the Centerline of Lower Muscatine Road as recorded in Right-of-Way Retracement Plat in Book 54, Page 2 of the Johnson County Recorder’s Office, near the intersection of Sycamore Street in the Northwest Quarter of the Southeast Quarter of said Section 14; thence N43°56’27”W, 191.93 feet along the Centerline alignment of said Lower Muscatine Road; Thence N00°17’24”W, 47.81 feet to a point on the Northeasterly Right-of-Way line of Lower Muscatine Road, the Southwest corner of said Plat of Survey, and to the Point of Beginning; thence continuing N00°17’24”W along the Westerly lot line of said Plat of Survey, 2.90 feet; thence S43°56’27”E, 199.68 feet; thence N46°03’33”E, 10.00 feet; thence S43°56’27”E, 35.88 feet to a point on the Westerly lot line of Auditor’s Parcel 96100 as recorded in Book 37, Page 87 of the Johnson County Recorder’s Office; thence S46°31’46”W, 12.01 feet along said Westerly lot line to a point on the Northwesterly Right-of-Way line of Lower Muscatine Road and the Westerly corner of said Auditor’s Parcel 96100; thence N43°51’28”W, 6.81 feet along said Right-of-Way line; thence N43°56’27”W, 226.55 feet along said Right-of-Way line to the Point of Beginning.

Said Parcel contains 0.02 acres (827 SQ.FT.)

And Except:

A tract of land located in Plat of Survey as recorded in Book 39, Page 149 Johnson County Recorder, Iowa City, Iowa in Section 14, Township 79 North, Range 6 West of the Fifth Principal Meridian, Johnson County, Iowa, more particularly described as follows:

Beginning at the most Easterly lot corner of Plat of Survey recorded in Book 36, Page 50 of the Johnson County, Iowa Recorder’s Office; thence N43°51’28”W 327.28 feet along the

 

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Northeasterly lot line of said Plat to a point; thence 129.87 feet Southeasterly along the arc of a 171.00 foot radius curve concave Southwesterly, whose 126.77 foot chord bears S65°36’55”E; thence S43°51’28”E, 210.38 feet to the most Easterly lot line of said Plat of Survey located in Book 39, Page 149; thence S47°10’14”W, 47.00 feet along said Easterly lot line to the Point of Beginning.

Said Parcel contains 0.31 acres (13,670 S.F.)

KOSSUTH COUNTY

A parcel of land located in the Southeast Quarter (SE1/4) of Section Thirty-three (33), Township Ninety-seven (97) North, Range Twenty-eight (28), West of the 5 th P.M., Kossuth County, Iowa, described by the Survey recorded as Document No. 2012-4112.

LINN COUNTY

Cedar Rapids Customer Office & Service Center

Lots 1-6, inclusive, 8 and 9, Block 5, James C. Young’s Second Addition to Cedar Rapids, Linn County, Iowa, together with all easements and servient estates appurtenant thereto and subject to covenants, easements and restrictions of record. And, Parcel A, plat of survey #301 as recorded in Book 3165, Page 248 of the records of the Linn County Recorder on March 22, 1995, being a part of the NE 1/4 of Section 29-83-7, Linn County, Iowa; and Lots 10 and 11, Block 5, James C. Young’s Second Addition to Cedar Rapids, Linn County, Iowa.

LOUISA COUNTY

A parcel of land situated in that property described as the North Half (N-1/2) of Section Nine (9), Township Seventy-five (75) North, Range Two (2) West of the Fifth (5 th ) Principal Meridian, Louisa County, Iowa. Said parcel of land more particularly described as follows, to-wit:

Commence at the apparent Northwest (NW) corner of said Section Nine (9); thence, S 01° 27’ 08” W a distance of one thousand three hundred twenty-nine and fifty-five one hundredths (1329.55) feet, thence S 89° 12’ 37” E a distance of one thousand three hundred twenty-nine and forty-five one hundredths (1329.45) feet; thence continue S 89° 12’ 37” E a distance of two hundred twenty (220) feet; thence S 01° 28’ 31” W a distance of two hundred eighty (280) feet, to a point, said point being the point of beginning for the parcel of land herein described; thence S 89° 12’ 37” E a distance of five hundred twenty (520) feet; thence N 01° 28’31” E a distance of one hundred twenty-five and five tenths (125.5) feet; thence S 89° 12’37” E a distance of nine hundred ninety (990) feet; thence N 01° 28’ 31” E a distance of seven hundred seventy-nine (779) feet; thence N 89° 12’ 37” W a distance of nine hundred ninety (990) feet; thence N 01° 28’ 31” E a distance of one hundred twenty-five and five tenths (125.5) feet; thence N 89° 12’ 37”W a distance of five hundred twenty (520) feet; thence S 01° 28’ 31” W a distance of one thousand thirty (1030) feet to the point of beginning and there terminating. Containing thirty (30) acres, more or less.

 

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Jointly Owned Portion

Louisa Generating Station

A parcel of land situated in that property described as the North Half (N  1 2 ) of Section Nine (9), Township Seventy-five (75) North, Range Two (2) West of the fifth (5) Principal Meridian, Louisa County, Iowa. Said parcel of land more particularly described as follows, to-wit:

Commence at the apparent Northwest (NW) corner of said Section Nine (9); thence S 01° 27’ 08” W a distance of one thousand three hundred twenty-nine and Fifty-five one hundredths (1329.55) feet; thence, S 89° 12’ 37” E a distance of one thousand three hundred twenty-nine and forty-five one hundredths (1329.45) feet thence continue S 89° 12’ 37” E a distance of two hundred twenty ( 220) feet, more or less; thence , S 01° 28’ 31” W a distance of two hundred eighty (280) feet, more or less to a point, said point being the point of beginning for the parcel of land herein described; thence S 89° 12’ 37” E a distance of five hundred twenty (520) feet, more or less; thence, N 01° 28’ 31” E a distance of one hundred twenty-five and five tenths (125.5) feet, more or less; thence, S 89° 12’ 37” E a distance of nine hundred ninety (990) feet, more or less; thence, N 01° 28’ 31” E a distance of seven hundred seventy- nine (779)feet, more or less; thence, N 89° 12” 37” W a distance of nine hundred ninety (990) feet, more or less; thence N 01° 28’ 31” e a distance of one hundred twenty-five and five tenths (125.5) feet, more or less ; thence N 89° 12” 37” W a distance of five hundred twenty (520) feet, more or less; thence, S 01° 28’ 31” W a distance of one thousand thirty (1030) feet, more or less, to the point of beginning and there termination. Containing thirty (30) acres, more or less.

LYON COUNTY

Description of Lot 1: Commencing at the Southwest Corner of Section 7, Township 98N, Range 47 W of the 5 th P.M., thence S86° 13’E for 173.6 feet to the point of beginning, thence N36°-33’E for 210.0 ft., thence West for 213.7 ft., thence 193.0 ft. around the right-of-way fence to the point of beginning and containing 0.43 acres, as shown by attached survey, dated May 21, 1985.

Description of Lot 1: Commencing at the Southwest Corner of Section 7, Township 98N, Range 47W of the 5 th P.M., thence S86°-13’ E for 173.6 ft. to the point of beginning, thence N36°-33’ E for 210.0 ft., thence West for 213.7 ft., thence 193.0 ft. around the right-of-way fence to the point of beginning and containing 0.43 acres, as shown by attached survey, dated May 21, 1985.

MADISON COUNTY

Patterson Substation

A tract of land located in the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) of Section 29, Township 76 North, Range 26 West of the 5 th P.M., all now being in and forming a part of Madison County, Iowa and more particularly described as follows:

Commencing as a point of reference at the Southwest corner of said Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4); thence north, 281.10 feet along the approximate

 

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west line of the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) of said Section 29 to the point of beginning (P.O.B.); thence N. 85° 42’E. 39.0 feet to a point on the east right-of-way line of County Road (G6R); thence N.85°42’E., 215.0 feet to a point; thence S.00°07’41”E, 210.23 feet to a point; thence S. 85°42’W., 215.47 feet to a point on the east right of way line of county road (G6R); thence S. 85° 42’W. 39.0 feet to a point on the west line of the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4); thence north, 210.27 feet along said west line of the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) to the point of beginning (P.O.B.) and containing 1.224 acres more or less inclusive of county road easement.

Substation South of DeSoto

A tract of land in the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section Twelve (12), Township Seventy-seven (77), Range Twenty-eight (28) West of the 5 th P.M., Madison County, Iowa, more particularly described as follows, to wit:

Commencing at the northeast corner of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section Twelve (12), Township Seventy-seven (77), Range Twenty-eight (28) West of the 5 th P.M. (Madison County, Iowa); thence south one hundred thirty-seven and seven tenths (137.7) feet; thence northwesterly (N 55° 55’W) thirty-two and eight tenths (32.8) feet to point of beginning; thence southwesterly (S 34° 10’W) fifty and naught tents (50.0) feet; thence northwesterly N. 55° 50’W) fifty and naught tenths (50.0) feet; thence northeasterly (N 34° 10’E) fifty and naught tenths (50.0) feet; thence southeasterly (S 55° 50’E) fifty and naught tenths (50.0) feet to point of beginning.

Earlham Substation

A parcel of land beginning at the southeast corner of the SE1/4 of Section 9, Township 77 North, Range 29 West, then running north along east line of said Section 650 feet, thence 500 feet West, then South parallel with East line of said Section 650 feet to the South line of said Section, then East along said South line 500 feet to point of beginning, except that portion previously conveyed for road purposes.

Commencing at the Northeast Corner of the Southwest Quarter (SW  1 4 ) of Section 36, and measuring from and along the center of the adjacent county road running east and west, thence West 200 feet, thence South 320 feet, thence East 200 feet, thence North 320 feet to the point of beginning, all in Township 76, Range 27, West of the 5 th P.M.

Commencing at the NE corner of the Southwest Quarter (SW  1 4 ) of Section 36, thence west 200 feet, thence south 320 feet, thence east 200 feet, thence north 320 feet to the point of beginning. All in Section 36, Township 76 North, Range 27 West of the 5 th P.M., Madison County, Iowa. Consisting of 2 acres, more or less.

Beginning at a point approximately 200 feet West of the NE corner of SW  1 4 , thence West 1120 feet, hence South 900 feet, thence East 1320 feet, thence North 580 feet, thence West 200 feet thence North 320 feet to the point of beginning, all in Section 36, Township 76 North, Range 27, West of the 5 th P.M.

 

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An undivided one-half (1/2) interest in and to the following described real estate: The Southeast Quarter of the Northwest Quarter (SE  1 4 NW  1 4 ) of Section Thirty-six (36), Township Seventy-six (76) North, Range Twenty-seven (27) West of the 5 th P.M., Madison County, Iowa.

MAHASKA COUNTY

Beacon Substation

The West Half (W1/2) of the Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) of the Northwest Quarter (NW1/4) of Section 27, Township 75 North, Range 16 West of the 5 th P.M., Mahaska County, Iowa, containing 5 acres, more or less.

New Sharon Garage

Lot 16 of the Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) except a strip of ground twenty-eight (28) feet in equal width off from the entire North and thereof, and Lot 10 of the South Half (S1/2) of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4), all in Section 24, Township 77 North, Range 16, West of the 5 th P.M., Mahaska County, Iowa.

New Sharon Substation

The N  1 2 , except west 32 feet thereof, of Lot 4 of East Addition to the Town of New Sharon, Mahaska County, Iowa.

Oskaloosa Substation

Lots 1 and 4 in Block 13 in Lacey’s Subdivision of Blocks 6, 8, 10, 11, 12, 13, and 14 of Montgomery’s Second Addition to the City of Oskaloosa.

Vacant Tracts in or near Oskaloosa

Lot Sixty-seven (67) of Ninde-Williams and Company’s Addition to the City of Oskaloosa, Iowa.

A strip belt or piece of land commencing at a point twelve (12) feet South (S) of the Northeast (NE) corner of the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) of Section Twenty-four (24), Township Seventy-five (75) North, Range Sixteen (16) West of the 5 th P.M. thence West (W) four hundred sixty-four (464) feet; thence North (N) to the right-of-way of the Chicago, Rock Island and Pacific Railroad Company, thence East (E) four hundred and sixty-four (464) feet to the East (E) line of Lot Four (4) of Irregular Survey of East Half (E1/2) of Northwest Quarter (NW1/4) of said Section, thence South (S) to place of beginning, excepting therefrom Lots Twelve (12) and Thirteen (13) of the Subdivision of Lot Four (4) of the Irregular Survey of the Northwest Quarter (NW1/4) of Section Twenty-four (24), Township Seventy-five (75) North, Range Sixteen (16) West of the 5 th P.M., now known and described as Lots Twelve (12) and Thirteen (13) of Southwestern Addition to the City of Oskaloosa, Iowa, as per Auditor’s Plat thereof, recorded in Plat Book 6, page 349 of the records of Mahaska County, Iowa.

Oskaloosa Substation

The West 170 feet of the South 200 feet of the North 225 feet of Lot 36 of the Irregular Survey of the Northwest Quarter of Section 13, Township 75 North, Range 16 West of the Fifth Principal Meridian, Mahaska County, Iowa.

 

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Oskaloosa Service Center

Lot 1, Meadow Creek 2 subdivision, Section 12, Township 75 North, Range 16 West, Mahaska County, Iowa.

Mahaska Substation

All that part of the Southeast Quarter of the Southwest Quarter of Section Twenty-eight, Township Seventy-five, Range Fifteen lying South of the South line of the Chicago and Northwestern Railroad, more particularly described as follows: Beginning at the Southwest corner of said Southeast Quarter of the Southwest Quarter , thence N 00’01’15” W 574.23 feet along the West line of said Southeast Quarter of the Southwest Quarter to a point which lies 25 feet Southwesterly of the centerline of the tracks of the Chicago and Northwest Railroad, thence S 59°20’02” E 1114.91 feet along a line parallel to and 25 fee Southwesterly of said Railroad centerline to a point on the South line of said Southeast Quarter of the Southwest Quarter, thence S 89°39’57” W 958.80 feet along said South line to the point of beginning.

MARION COUNTY

Tracy Substation

Part of the Southeast Quarter (SE1/4) of Section 20, Township 75 North, Range 18 West of the 5 th P.M., Marion County, Iowa, more particularly described as follows: Commencing at a point which is 33 feet South and 50 feet east of the northwest corner of the Southeast Quarter (SE1/4) of said Section 20, thence south parallel with the west line of said Southeast Quarter (SE1/4) 200 feet, thence east parallel with the north line of said Southeast Quarter (SE1/4) 200 feet, thence north parallel with the west line of said Southeast Quarter (SE1/4) 200 feet, thence west parallel with the north line of said Southeast Quarter (SE1/4) 200 feet to the point of beginning.

3M Substation

Beginning at a point 647.2 feet North of the Southwest corner of the Southwest Quarter (SW1/4) of the Northwest Quarter (NW1/4) of Section 9, Township 75 North, Range 19 West of the 5 th P.M., Marion County, Iowa, thence North 288.04 feet along the centerline of a public road (being also the West line of aforesaid  1 4  1 4 ) thence East 250.0 feet, thence South 200.0 feet to the North right of way line of the C.B. & Q Railroad, thence S 70°36’ W 265.05 feet along the North line of said railroad, to the point of beginning; containing 1.40 acres more or less, subject to the present established roadway along the west side thereof.

Knoxville Substation Site

A part of the Southwest Quarter (SW1/4) of the Northeast Quarter (NE1/4) of Section (1), Township Seventy-Five (75) North, Range Twenty (20) West of the 5 th P.M., Marion County, Iowa, bounded and described as follows:

Beginning at a point at the intersection of the east line of Primary Highway No. 14 and the south line of the Southwest Quarter (SW1/4) of the Northeast Quarter (NE1/4) aforesaid, thence north one hundred thirty (130) feet, thence east two hundred (200) feet, thence south one hundred thirty (130) feet to the south line aforesaid, thence west two hundred (200) feet to the place of beginning; subject to an agreement to erect and maintain a hog-tight fence along the north and east sides of said premises.

 

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Pleasantville Station

A tract of land beginning at the SW corner of Lot 9, in Block 5, in J.D. Jordan addition to town of Pleasantville, Marion County, Iowa, then north 235 feet, east 150 feet, south to NE corner of Lot 8, southwesterly to a point 17 feet west of SE corner of Lot 9, then west to point of beginning.

Knoxville Office

Part of Lot “A” of the S 1/2 of the NW 1/4 of Section 8, Township 75 North, Range 19 West of the 5th P.M. According to the Plat thereof recorded in Book 94, Page 310, Land Deed Record, described as follows: Commencing at a point 873.5 feet West and 568.5 feet North of the Southeast corner of said NW 1/4, said point being on the South right-of-way line of Iowa Highway #92, thence North 64° 05’ 16” west along said right-of-way line 312.02 feet to the point of beginning, thence continued North 64° 05’ 16” west along said right-of -way line 232.28 feet, thence South 15° 32’ West 208.4 feet, thence West 60° 44’ West 104.5 feet, thence South 15° 32’ West 144 feet, thence South 68° 27’ East 267.16 feet, thence North 27° 07’ East 320.27 feet to a point of beginning.

MARSHALL COUNTY

Laurel Maintenance Building

Lot One in Block Two in M.I.P. Fifth Addition to Marshall, Marshall County, Iowa

MILLS COUNTY

Glenwood Service Center

A tact of land located in part of Lots 32 and 33 of the NE1/4 SE1/4 Section 14 and part of Sub. 3 Lot 16 and Sub. 4 Lot 16 of the NW1/4 SW1/4 Section 13, all in Township 72 North, Range 43 West of the 5 th Principal Meridian, Mills County, Iowa, more fully described as follows:

Commencing at the East  1 4 corner of said Section 14; thence S00°00’00”E along the East line of said NE1/4 SE1/4 a distance of 137.53 feet to a point on the Southeasterly right-of-way line of Highway No. 34 and 275 and point of beginning; thence N57°54’00”E along said Southeasterly right-of-way line a distance of 160.00 feet; thence S05°42’23”E a distance of 115.89 feet; thence N86°53’02”E a distance of 54.00 feet; thence S06°10’36”W a distance of 130.48 feet; thence S21°24’27”W a distance of 118.08 feet to a point on the Northwesterly right-of-way line of Keg Creek Drainage Ditch; thence S39°07’00”W along said Northwesterly right-of-way line a distance of 228.00 feet to a point on the East line of said NE1/4 SE1/4; thence continuing S39°07’00”W along said Northwesterly right-of-way line a distance of 23.78 feet; thence N00°00’00”W and parallel with the East line of said NE1/4 SE1/4 a distance of 452.95 feet to a point on the Southeasterly right-of-way line of Highway No. 34 and 275; thence N57°54’00”E along said Southeasterly right of way line a distance of 17.71 feet to the point of beginning. Said tract contains 1.672 acres more or less. Note: The East line of said NE1/4 SE1/4 is assumed to bear S00°00’00”E for this description.

Glenwood Substation

A tract of land in the Northwest (NW) corner of the Northwest Quarter (NW1/4) of the

 

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Southwest Quarter (SW1/4) of Section Eight (8), Township Seventy-two (72) North of Range Forty-two (42), West of the Fifth P.M., in Mills County, Iowa, more particularly described as follows, to wit: Commencing at the Northwest (NW) corner of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4) of said Section Eight (8), and running thence due East two hundred ninety-five and one hundred sixty-one thousandths (295.161) feet, thence due South two hundred ninety-five and one hundred sixty-one thousandths (295.161) feet, thence due West two hundred ninety-five and one hundred sixty-one thousandths (295.161) feet, thence North two hundred ninety-five and one hundred sixty-one thousands (295.161) feet to the place of beginning, containing two (2) acres.

Emerson Substation

A tract of land situated in the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section 36, Township 72 North, Range 40 West of the 5 th P.M., in Mills County, Iowa, described as follows: Commencing at the North Quarter corner of said Section 36, thence West 70.9 feet along the North line of said Section 36, to the place of beginning, being the point of intersection of the North line of said Section 36 with the West line of Iowa Highway No. 59 as it now exists; thence West 150 feet along the North line of said Section 36, thence South 0°03’ West 150 feet along a line parallel with the said West line of Highway No. 59, thence East 150 feet along a line parallel with the North line of said Section 36 to the said West line of Highway No. 59, Thence North 0°03’ East 150 feet along the said West line of Highway No. 59 to the place of beginning, containing 0.52 acres, more or less.

Malvern Substation and Garage

Lots 8, 9 and 10, Bock 27, Original Town of Malvern, Mills County, Iowa.

Hastings Substation

A parcel of land located in the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section 36, Township 72 North, Range 41 West of the 5 th P.M., Mills County, Iowa, more particularly described as follows:

Beginning at the Northeast corner of the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section 36, Township 72 North, Range 41 West of the 5 th P.M., Mills County, Iowa, thence N 89°42’ W along the North line of said Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) a distance of 550.00 feet, thence South a distance of 500.00 feet, thence S 44°51’E a distance of 425.37 feet, thence S 89° 42’ E a distance of 250.00 feet to a point on the East line of said Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4), thence North along the East line of said Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) a distance of 800.00 feet to the point of beginning, said parcel contains 9.07 acres more or less, including 50 feet of county road right-of-way along the East boundary.

(Note: The East line of the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section 36, Township 72 North, Range 41 West of the 5 th P.M., is taken as due North-South. Country road right-of-way through the parcel is 0.92 acres).

 

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Bunge Sub

A parcel of land situate in the East Half of the Northeast Quarter (E  1 2 NE  1 4 ) of Section 5k, Township 73 North, Range 43 West of the Fifth Principal Meridian, Mills County, Iowa, more particularly described as follows:

Commencing at the northeast corner of said Section 5; thence along the east line of the Northeast Quarter (NE  1 4 ) of said Section 5, South 01 degree 15 minutes 12 seconds East, 680.65 feet to the westerly right-of-way of Bunge Avenue; thence along said right-of-way, South 24 degrees 50 minutes 44 seconds West, 580.02 feet to the TRUE POINT OF BEGINNING; thence continuing along said right-of-way, South 24 degrees 50 minutes 44 seconds West, 300.00 feet; thence North 65 degrees 09 minutes 16 seconds West, 334.00 feet; thence North 24 degrees 50 minutes 44 seconds East, 300.00 feet; thence South 65 degrees 09 minutes 16 seconds East, 334.00 feet to the westerly right-of-way of Bunge Avenue and the TRUE POINT OF BEGINNING. Said parcel contains an area of 2.30 acres, more or less.

MONONA COUNTY

The West 450 feet of that part of the Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4) of Section Five (5), Township Eighty Five North (85N), Range forty two West (42W) of the fifth Principal Meridian, Monona County, Iowa, lying South of the right of way of Iowa Primary #175 as presently established.

Commencing at the NW corner of the NE1/4 NE1/4 Sec. 25; Twp. 85 N., R. 43 W.; thence East 224.9 ft. to point of beginning; thence East 68 ft.; thence South 63.1 ft.; thence 92.7 ft. Northwesterly along a 676.3 ft. radius curve concave Northerly to point of beginning and containing 0.05 acres more or less.

Note: the bearing of the North line of the NE1/4 NE1/4 Sec. 25, is taken as due East.

The West 450 feet of that part of the Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4) of Section Five (5), Township Eighty Five North (85N), Range forty two West (42W) of the fifth Principal Meridian, Monona County, Iowa, lying South of the right of way of Iowa Primary #175 as presently established.

A part of the former Chicago and Northwestern Railway Company lands located in the Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) of Section 34, Township 84 North, Range 42 West of the 5 th P.M., Monona County, Iowa, more completely described as follows:

Commencing at the Southwest Corner of said Section 34, T84N, R42W; thence No 90°00’West 445.00 feet to the centerline of Iowa Highway No. 183; thence North 41° 13 1/2’ East 391.35 feet along the centerline of Iowa Highway No. 183 to the point of curvature; thence North 41°13 1/2’ East along the tangent line of the highway curve for 263.00 feet to the West line of the Southwest Quarter of said Section 34; thence North 41° 13 1/2’ East along the tangent line of the highway curve for 79.39 feet; thence South 43° 40’33” East for 15.25 feet to the centerline of Iowa Highway No. 183, said point being Sta. 593+28.96 on the highway stationing; thence South 43° 40’33” East 50.00 feet to the Southeasterly right-of-way line of the

 

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highway which is the Point of Beginning; thence south 43° 40’33” East 70.00 feet; thence Northeasterly along the arc of a 3717 foot radius curve concave southeasterly for 100.00 feet; thence North 42°08’ 18” West 70.00 feet to the Southeasterly right-of-way line of the highway; thence Southwesterly along the arc of a 3787 foot radius curve concave Southeasterly for 101.88 feet to the Point of Beginning.

Note: The South line of the Southeast Quarter of Section 33, T87N, R42W is assumed to bear due East and West.

MONTGOMERY COUNTY

Red Oak Substation

Lots 4, 5 and 6. Except the east 14 feet of Lot 4, all in Block 55, and the South 72 feet of Lot 1, in Block 56, all in the Town of Red Oak Junction, now City of Red Oak, Montgomery County, Iowa.

Also that part of First Street in the City of Red Oak from the south line of Washington Avenue to the north bank of Red Oak Creek, subject to an easement in said City for a certain storm sewer, being that part of First Street vacated by Ordinance 74 of Said City of Red Oak.

That portion of First Street in the City of Red Oak, Iowa, vacated by said City by ordinance No. 120 passed by the City Council of said City on August 5, 1946, said tract being described as follows, to-wit: The West Forty-four (44) feet of First Street, beginning at the North line of Grimes Street and extending North to Red Oak Creek, according to the recorded Original Plat of the Town of Red Oak Junction, now the City of Red Oak, Montgomery County, Iowa.

Red Oak Work Center

The South Four Hundred Forty-two (442) feet of the East Three Hundred Forty-five and Two-tenths (345.2) feet of Lot Number Four (4) in Second Industrial Addition to the City of Red Oak, Iowa, containing 3.5 acres, subject to later survey.

Red Oak Pole Yard

Lots 33, 34 and 63 and also the vacated portion of Park Avenue adjoining said Lots 33 and 34, all in Thompson Addition to the City of Red Oak, excepting conveyances for highway and subject to transmission line easement, all in Montgomery County, State of Iowa. Except the following described tract conveyed to Mickey Anderson and Marla Anderson, husband and wife, on September 30, 1997:

Lots 33 and 34 and also the vacated portion of Park Avenue adjoining said Lots 33 and 34, all in Thompson Addition to the City of Red Oak; excepting the southerly 40 feet of said Lots 33 and 34 and also excepting conveyances for highway.

MUSCATINE COUNTY

Owl Walcott Substation

Being a parcel of land situate Section 14, Township 78 North, range 1 East of the Fifth Principal Meridian, Muscatine County, Iowa Being more particularly described as follows:

 

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The North 1135.00 feet of the West 640.00 feet of the Northwest Quarter of the Northeast Quarter of said Section 14.

Sub 89

One and nine tenths (1.9) acres more or less within the boundaries of the following described tract situated in Muscatine County, Iowa:

All that part of the East half of the Southwest Quarter of Section 2, Township 78 North, Range 2 West of the 5 th Principal Meridian, lying south of the Public Highway known as Green’s Road and North of the right of way of the Chicago, Rock Island and Pacific Railroad Company, except therefrom the following tracts:

 

  1. Part conveyed to subdirector of subdistrict No. 1, Moscow Township, Muscatine County, Iowa, by Warranty Deed recorded in Book Y of Lands, page 505 and 506.

 

  2. Part conveyed to the School Township of Moscow, Muscatine County, Iowa by Warranty Deed recorded in Book 46 of Lands, Page 256.

 

  3. Part conveyed to Grace Nowell Book Club by Quit Claim Deed recorded in Book 116 of lands, Page 186, and

 

  4. Part conveyed to State of Iowa by Warranty Deed recorded in Book 133 of Lands, Page 665.

And Subject to the following Easements:

 

  1. To state of Iowa, recorded in Book 76 of Lands, page 140.

 

  2. To Muscatine County, recorded in Book 127 of Lands, page 207.

 

  3. To Eastern Iowa Light and Power Cooperative, recorded in Book 147 of Lands, page 1142.

All references to books and pages being to the records in the office of the Recorder of Muscatine County, Iowa, more particularly described as follows:

Commencing as a point of reference at Point G, located at the intersection of the Southerly line of the above described real estate (which is the same line as the Chicago, Rock Island and Pacific Railroad Company Northern right of way line) and the Westerly right of way line of Iowa Highway No. 38; thence South 76° 07’ 52” West 438.10 feet along the Chicago, Rock Island and Pacific Railroad Company Northern right of way line to a point (for purposes of this description only, the East line of the Southeast Quarter of said Section 2 is assumed to bear due north); thence North 13° 52’ 08” West 220.00 feet to Point A and point of

 

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beginning of tract herein described; thence South 76° 07’ 52” West 170.00 feet to Point B; thence South 76° 07’ 52” West 80.00 feet to Point C; thence North 13° 52’ 08” West 80.00 feet to Point D; thence South 76° 07’ 52” West 280.00 feet to Point E; thence South 13° 25’08” East 250.00 feet to Point F; thence North 76° 07’ 52” East 360.00 feet to point of beginning.

Louisa Generating Station

Following is the correct description of the South  1 2 of Section 33 and Part of the West  1 2 of Section 34 all in Township 76 North, Range 2 West of the 5 th P.M. in Muscatine County, Iowa and Section 4 and Part of Sections 3, 5, 8, 9, and 10 all in Township 75 North, Range 2 West of the 5 th P.M. in Louisa County, Iowa, said tract being more particularly described as follows:

Beginning at the SW. corner of said Section 33, thence N. 00° 54’ 02” W. along the W. line of said Section 33 2595.17 feet to the NW. corner of the South  1 2 of said Section 33; thence S. 88° 35’ 02” E. along the North line of the South  1 2 of said Section 33 and Section 34 5610.08 feet; thence N. 13° 14’ W. 144.91 feet; thence N. 40° 05’ W. 495.00 feet to the W. line of the NW.  1 4 of said Section 34; thence N. 01° 38’ 02’ W along the W. line of the NW.  1 4 of said Section 34 883.00 feet; thence S. 67° 32’ E. 157.00 feet; thence S. 48° 14’ E. 1017.00 feet; thence S 27° 04’ E 771.16 feet to the South line of the N.  1 2 of said Section 34; thence 88° 35’ 02” E. along the S. line of the N.  1 2 of said Section 34 270.37 feet to the W. line of the Government Tract No. FIa-78; thence S. 09° 16’ W. along the W. line of said Government Tract No. FIa-78 698.45 feet; thence S. 09° 31’ E. along the W. line of said Government Tract No. FIa-78 592.40 feet; thence S 01° 03’ E along the W. line of said Government Tract No. FIa-78 674.60 feet; thence S. 00° 09’ W. along the W line of said Government Tract No. FIa-78 623.80 feet to the SW. corner of said Government Tract No. FIa-78; thence S. 88° 28’ E. along the South line of said Government Tract No. FIa-7893.69 feet to the NW. corner of Government Tract No. FIa-77 thence S. 01° 47’ E. along the W. line of said Government Tract No. FIa-77 284.50 feet; thence S. 01° 44’ E. along the W. line of said Government Tract No. FIa-77 595.80 feet; thence S. 03° 11’ E. along the W. line of said Government Tract No. FIa-77 763.50 feet; thence S 01° 28’ W. along the W. line of said Government Tract No. FIa-77 596.70 feet; thence S. 06° 12’ W. along the W. line of said Government Tract No.FIa-77 501.80 feet; thence S. 19° 56’ W. along the W line of said Government Tract No.FIa-77 520.50 feet; thence S. 20° 50’ W. along the W. line of said Government Tract No.FIa-77 439.00 feet; thence S. 24° 46’ W. along the W. line of said Government Tract No. FIa-77 439.4 feet; thence S 32° 46’ W. along the W. line of said Government Tract No. FIa-77 682.30 feet; thence S. 88° 13’ W. along the Westerly line of said Government Tract No. FIa-77 235.70 feet; thence S. 29° 01’ W. along the W. line of the Government Tract No. FIa-77 453.60 feet to the NW. corner of Government Tract No. FIa-76; thence S. 26° 23’ W. along the W. line of said Government Tract No. FIa-76 and along the W. line of the Government Tract No. FIa-75 593.20 feet; thence S. 19° 32’ W. along the w. line of said Government Tract No-75 1113.50 feet; thence S. 22° 10’ W. along the W. line of said Government Tract No. FIa-75 1223.00 feet; thence S. 19° 48’ W. along the W. line of said Government Tract No. FIa-75 687.90 feet; thence s. 18° 33’ W. along the W. line of said Government Tract No. FIa-75 664.33 feet the S. line of the N.  1 2 of the S.  1 2 of said Section 9; thence N. 89° 06’ 07” W. 3906.44 feet along the South line of the N.  1 2 of the S.  1 2 of said Section 9 to the SW. corner of the N.  1 2 of the S.  1 2 of said Section 9 and which point is in the centerline of a 66 foot wide County Road, known as Sand Mound Road; thence N. 17° 40’ 09” W. along the centerline of said Sand Mound Road 1395.50 feet; thence N. 18° 56’ 52” W. along

 

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the centerline of said Sand Mound Road 734.44 feet; thence N. 04° 22’ 27” W. along the centerline of said Sand Mound Road 635.36 feet; thence N. 06° 52’ 12” E. along the centerline of said Sand Mound Road 1337.66 feet; thence N. 07° 07’ 08” E. along the centerline of said Sand Mound Road 442.59 feet; thence N. 19° 40’ 04” E. along the centerline of said Sand Mound Road 1805.23 feet; thence N. 02° 56’ 08” E. along the center line of said Sand Mound Road 700.17 feet to the W. line of said Section 4;thence N. 00° 56’ 38” E. along the W. line of said Section 4 2260.53 feet to the NW. corner of said Section 4, which point is S. 88° 30’ 22” E. 199.84 feet from the place of beginning ; thence N. 88° 30’ 22” W . along the S. line of Section 33-T. 76 N.-R.2W. of the 5 th P.M. 199.84 feet to the place of beginning.

The above described tract of land contains 1655.553 acres and is subject to the rights of the Muscatine Island Levee District, and is also subject to the right of the public for roadway purposes over the Southerly 25 feet thereof which is now occupied by a County Road, and is also subject to the rights of the public for roadway purposes over the Westerly 33 feet thereof which is now occupied by a County Road known and called as Sand Mound Road.

Railroad Spur

Louisa Generating Station

Part of the Northwest Quarter of the Southeast Quarter of Section 31, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Northeast corner of the Southeast Quarter of said Section 31; thence South 00° 12’ 40”West (assumed bearing for the description) 1206.86 feet along the east line of the Southeast Quarter of said Section 31; thence North 89° 36’ 00” west 1303.05 feet to the point of beginning of the tract of land hereinafter described ; thence South 00° 03’ 05” West 78.29 feet; thence North 89° 56’ 35” West 1300.00 feet to the west line of the Southeast Quarter of said section 31; thence North 00° 11’ 35” west 86.08 feet along the west line of the Southwest Quarter of said Section 31; thence South 89° 36’ 00” East 1300.39 feet to the point of beginning . Contains 2.5 acres more or less.

Part of the Northwest Quarter of the Southeast Quarter of Section 31, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Northeast corner of the Southeast Quarter of said Section 31; thence South 00° 12’ 40”West (assumed bearing for the description) 1206.86 feet along the east line of the Southeast Quarter of said Section 31; thence North 89° 36’ 00” West 1303.05 feet; thence South 00° 03’ 05” West 78.29 feet to the point of beginning of the tract of land hereinafter described; thence North 89° 56’ 35” West 1300.00 feet to the west line of the Southeast Quarter of said Section 31; thence South 00° 11’ 35” East 13.92 feet along the east line of the Southwest Quarter of said Section 31; thence South 89° 36’ 00” East 1299.96 feet; thence North 00° 03’ 05” east 21.71 feet to the point of beginning.

Part of the North Half of the Southeast Quarter of Section 31, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Northeast corner of the Southeast Quarter of said Section 31; thence South 00° 12’ 40” West (assumed bearing for this description) 1206.86 feet

 

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on the east line of the Southeast Quarter of said Section 31 to the point of beginning of the tract of land hereinafter described; thence continuing South 00° 12’ 40” West 100.00 feet; thence North 89° 36’ 00” West 1302.77 feet; thence North 00° 03’ 05” East 100.00 feet; thence South 89° 36’ 00” East 1303.05 feet to the point of beginning. Contains 2.99 acres, more or less.Also described as the Northerly 100 feet of the Southerly 133 feet of the Northeast Quarter of the Southeast Quarter of Section 31, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa.

Part of the Northwest Quarter of the Southwest Quarter of Section 32, Township76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Southwest corner of the Southwest Quarter of said Section 32; thence North 00° 12’ 40” East (assumed bearing for this description) 1305.86 feet along the West line of the Southwest Quarter of said Section 32 to the point of beginning of the tract of land hereinafter described; thence continuing North 00° 12’ 40” East 100.00 feet along the west line of the Southwest Quarter of said Section 32; thence South 89° 51’ 20” East 333.50 feet; thence South 00° 12’ 40” West 100.00 feet; thence North 89° 51’ 20” West 333.50 feet to the point of beginning. Contains 0.8 acres, more or less.

Part of the Northwest Quarter of the Southwest Quarter of Section 32, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing as a point of reference , at the Southwest corner of the southwest Quarter of said Section 32; thence North 00° 12’ 40” East ( assumed bearing for this description) 1305.86 feet along the west line of the Southwest Quarter of said Section 32; thence South 89° 51’ 20” East 333.50 feet to the point of beginning of the tract of land hereinafter described; thence North 00° 12’ 40” East 100.00 feet; thence South 89° 51’ 20” East 660.46 feet; thence South 00° 12’ 40” west 100.00 feet’ thence North 89° 51’ 20” West 660.46 feet to the point of beginning. Contains 1.5 acres, more or less.

Part of the North Half of the Southwest Quarter of Section 32, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Southwest corner of the said Section 32; thence North 00° 12’ 40” East (assumed bearing for this description) 1305.86 feet along the west line of the Southwest Quarter of said Section 32; thence South 89° 51’ 20” East 993.96 feet to the point of beginning of the tract of land hereinafter described; thence North 00° 12’ 40” East 100.00 feet; thence South 89° 51’ 20” East 409.59 feet; thence South 01° 00’ 15” West 100.01 feet; thence North 89° 51’ 20” West 408.21 feet to the point of beginning. Containing 0.9 acres, more or less.

 

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Part of the Northeast Quarter of the Southwest Quarter of Section 32, Township 76 North, Range 2 West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Southwest corner of the Southwest Quarter of said Section 32; thence North 00°12’ 40” East (assumed bearing for this description) 1305.86 feet along the west line of the Southwest Quarter of said Section 32; thence South 89° 51’ 20” East 1402.17 feet to the point of beginning of the tract of land hereinafter described; thence North 01° 00’ 15” East 100.01 feet; thence South 89° 51’ 20” East 1326.46 feet to the east line of the Southwest Quarter of said Section 32; thence South 01° 21’ 15” east 100.03 feet along the east line of the Southwest Quarter of said Section 32; thence North 89° 51’ 20” West 1330.58 feet to the point of beginning. Contains 3.1 acres, more or less.

Part of the Southeast Quarter of Section Thirty-two (32), Township Seventy-six (76) North, Range Two (2) West of the 5 th P.M., Muscatine County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the southwest corner of the Southeast Quarter of said Section Thirty-two (32); thence North 01°-21’-15” West (assumed bearing for this description) 1245.32 feet along the west line of the Southeast Quarter of said Section Thirty-two (32) to the point of beginning of the tract of land hereinafter described: thence continuing North 01°-21’-15” West 144.06 feet along the west line of the Southeast Quarter of said Section Thirty-two (32); thence South 89°-36’-00” East 2281.61 feet; thence Southeasterly 368.83 feet along a curve concave southwesterly having a radius of 1005.37 feet and a chord bearing and distance of South 79°-05’-25” East 366.77 feet to the east line of the Southeast Quarter of said section Thirty-two (32); thence South 01°-47’ 00” East 109.93 feet along the east line of the Southeast Quarter of said Section Thirty-two (32); thence North 88°-53’-20” West 2642.41 feet to the point of beginning, containing 9.5 acres, more or less, subject to easements of record.

O’BRIEN COUNTY

Lot One (1) in Block Fifty-four B (54B) and the West one-half (W1/2) of Miller Avenue on the East in the Second Addition to the City of Sheldon, Iowa.

A piece of ground in the northwest corner of Lot Two (2) of Drake’s Outlots to the City of Sheldon, Iowa, measuring 250 feet from west to east on the corner and 174 feet running from north to south from the corner, and containing approximately one half an acre.

Commencing at the Northeast Quarter (NE1/4) corner of Section 10, Township 94 North, Range 40 West of the 5 th P.M., thence West 33 feet and thence South 33 Feet to the point of beginning from said point of beginning thence South 100 feet, thence East 100 feet, thence North 100 feet parallel to and along the East right-of-way line of said Section 10, thence West 100 feet parallel to and along the right-of-way line on the North side of Section 10, to the point of beginning.

Commencing at the Southwest Corner (SW Corner), Lot One (Lot 1), Block Fifty Four B (Blk 54B), Second Addition, Sheldon, O’Brien County, Iowa; thence due East along the South line of said Lot 1 Block 54B and the easterly extension thereof two hundred eight-five feet (285.0’) to the point of beginning; thence North 1°10’West along the East line of vacated Miller Street twelve and six tenths feet (12.6’); thence North 62°55’ East one hundred sixty and eight tenths feet

 

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(160.8’); thence due South eight-five and nine tenths feet (85.9’), said point being on the easterly extension of the South line of said Lot 1, Block 54B; thence due West one hundred forty-two and eighth tenths feet (142.8’) to the point of beginning, containing 0.16 acres. The bearing of the South line of said Lot 1, Block 54B is assumed to be due East-West. Said described property to be hereafter referred to as “Tract A” in Lot 13 in SW  1 4 Sec. 31-T97N-R42W of the 5 th P.M., Sheldon, O’Brien County, Iowa.

Hospers Substation

A tract of land located in the NW  1 4 of Section 7, Township 95 North, Range 42 West of the 5th P.M., O’ Brien County, Iowa, described as follows;

Beginning at the Southwest corner of the NW  1 4 of said Section 7; Thence North 00° 00’00” East 120.00 feet along the West line of the NW  1 4 ; Thence North 89° 52’ 20”East 170.00 feet; Thence South 0° 00’00” West 120.00 feet to the South line of the NW; Thence South 89° 52’ 20” West 170.00 feet to the point of Beginning, containing 0.47 acres more or less.

MVP Substation

An Undivided one-half interest in Parcel “B” as described in a survey dated November 28, 2012 and filed for record on November 30, 2012 as Instrument #23012-3037 in Book PS 5, Page 468, more particularly described as follows:

The S1/2 of the SW  1 4 , NW1/4 of Section 21, Township 97 North, Range 40 West of the 5 th P.M., O’Brien County, Iowa, more particularly described as:

Beginning at the West  1 4 corner of said Section 21; thence North 01°28’41” East, 659.84 fe3et along the West line of the SW  1 4 , NW  1 4 of said Section 21 to a point; thence South 87°24’13” East, 1320.23 feet to a point on the East line of said SW  1 4 NW1/4; thence South 01°29’28” West, 658.58 feet along said East line to the SE corner of said SW  1 4 , NW 1/4 ; thence North 87°27’29” West, 1320.06 feet along the South line of said SW  1 4 , NW  1 4 to the point of beginning. Said parcel contains 19.975 acres, more or less, which includes 0.500 acres, more or less, of existing public road easement.

Subject to a Memorandum of Easement to Airtricity Mid-America, L.L.C. dated July 22, 2004 and filed February 4, 2008 as Instrument #2008-0426.

PAGE COUNTY

South Page Substation

One Square Acre of land located in the Northwest corner (exclusive of easement for road purposes but contiguous thereto) of the Southwest Quarter (SW1/4) of Section 5, Township 67 North, Range 38 West of the 5 th P.M. in Page County, Iowa.

Clarinda Substation

Lots No. One (1) and Two (2) of the Irregular Survey of the Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) of Section Twenty-eight (28), Township Sixty-nine (69) North, Range Thirty-six (36) West of the 5 th P.M., Page County, Iowa.

 

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Shenandoah Work Center and Substation

Lots One (1) and Two (2) of Auditor’s Plat of North Half (N1/2) of Northwest Quarter (NW1/4) of Section Nineteen (19), Township Sixty-nine (69) North, Range Thirty-nine (39), West of the 5 th P.M., (EXCEPT commencing at Northwest corner of said Lot 2, thence East 257.3 feet, thence South 200 feet, thence West 200 feet, thence Northwesterly 207.8 feet to place of beginning, and EXCEPT a tract beginning at Northeast corner of Lot 1, thence West 85 feet along North line of said Lot 1, thence Southeasterly to a point 85 feet south of Northeast corner of Lot 1, thence North to place of beginning, and EXCEPT North 8 feet of said Lots 1 and 2), all in City of SHENANDOAH, Page County, Iowa.

That part of Lot 2 of Auditor’s Plat of North Half of Northwest Quarter (NW1/4) of Section 19, Township 69 North, Range 39 West of 5 th P.M., Page County, Iowa described as following: Commencing at Northwest Corner of said Lot 2, thence east 257.3 feet; thence South 200 feet, thence west 200 feet; thence northwesterly 207.8 feet to the point of beginning (except north 8 feet thereof) in City of Shenandoah, Page County, Iowa.

PALO ALTO COUNTY

The North Half (N1/2) of Lots Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), and Sixteen (16), all in Block Forty Nine (49), Corbin & Lawler’s Plat of Emmetsburg, Iowa.

The South Half (S1/2) of Lots Numbered Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15) and Sixteen (16), Block Forty Nine (49), Corbin & Lawler’s Plat of Emmetsburg, Iowa.

Lot Seventeen (17), Block Forty-Nine (49), Corbin and Lawler’s Plat of Emmetsburg, Palo Alto County, Iowa.

A tract of land 183 feet north and south and 233 feet east and west, lying in the northeast corner of the south half of the northeast quarter of the southwest quarter of Section 30, township 96, North, Range 32, West of the 5 th P.M., Palo Alto County, Iowa.

Lot Eleven (11) of Block Fifty-Two (52) Corbin and Lawler’s Plat of Emmetsburg, Palo Alto County, Iowa.

Lot Nine (9), Block Fifty-two (52), Corbin and Lawler’s Plat of Emmetsburg, Iowa.

South 10 feet of Lot 8, Block 52, Corbin & Lawler’s Plat of Emmetsburg, Iowa.

Lot Ten (10), Block Fifty-two (52), Corbin and Lawler’s Plat of Emmetsburg, Palo Alto County, Iowa.

The South Thirty and One Half (S30 1/2) feet of Lots Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), and Seventeen (17) of Block Fifty-two (52) of Corbin and Lawler’s Addition to Emmetsburg, Palo Alto County, Iowa.

 

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The North Half (N1/2) of the South Sixty-one (61) feet of Lots Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), and Seventeen (17) of Block Fifty-two (52), Corbin and Lawler’s Plato f Emmetsburg, Iowa.

A part of Block Twelve (12) of Neff’s Addition to Ruthven, Iowa, Palo Alto County, described as follows:

Beginning at the southeast corner of said Block 12, thence North 0 degrees 00 minutes West along the east line of said Block 12 a distance of 100.00 feet, thence North 89 degrees 55.0 minutes West 100.00 feet, thence South 0 degrees 00 minutes East 100.00 feet to a point on the north right of way line of the Chicago, Milwaukee, St. Paul and Pacific Railway Co., thence South 89 degrees 55.0 minutes East along said right of way line 100.00 feet to the point of beginning, containing 0.230 acres, more or less, subject to any existing easements. NOTE: The east line of said Block 12 is assumed to bear due North and South.

FSE – Emmetsburg East Substation

That part of the Northwest Quarter of Section 32, Township 96 North, Range 32 West, Palo Alto County, Iowa, described as follows:

Commencing at the northwest corner of said Northwest Quarter of Section 32; thence South 88 degrees 58 minutes 17 seconds East 1361.35 feet along the north line of said Northwest Quarter of Section 32; thence South 01 degrees 01 minutes 43 seconds West 327.13 feet to the point of beginning for the tract to be described; thence South 57 degrees 33 minutes, 24 seconds East 200.00 feet; thence South 32 degrees 27 minutes 36 seconds West 230.00 feet; thence North 57 degrees 33 minutes 24 seconds West 200.00 feet; thence North 32 degrees 27 minutes 36 seconds East 230.00 feet to the point of beginning.

Containing 460.00 sq. ft. of 1.056 acres more or less.

PLYMOUTH COUNTY

That part of the North one-half (1/2) of the southwest one-quarter (1/4) of section nineteen (19), township ninety (90) north, range forty-six (46) west of the 5 th principal meridian, Plymouth County, Iowa, more particularly described as follows:

Commencing at the South-West Corner of said N.W.1/4, S.W.1/4, which is the center of the county road, thence North four-hundred and thirty-three feet (433) along the West line of said section, thence East thirteen-hundred and twenty feet (1320) on a line parallel to the East and West one-half (1/2) section line of said section. Thence south four hundred and thirty-three (433) feet on a line parallel to the West line of said section. Thence west 1320 feet on a line parallel to the East and West one-half (  1 2 ) section line of said section to the place of beginning. And containing thirteen and one-tenth (13-1/10) acres and being located in the Southwest Corner of the North one-half (1/2) of the Southwest Quarter (1/4) of Section 19, twp. 90 North, Range 46 West of the 5 th Principal Meridian, Plymouth County, Iowa.

Lots Six (6) and Seven (7), in Block Three (3), Town of James, in the County of Plymouth and State of Iowa.

 

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A parcel of land located in the North Half (N1/2) of the Northeast Quarter (NE1/4) of Section Twenty (20), Township Ninety-two (92) North, Range Forty-five (45) West of the 5 th P.M., Plymouth County, Iowa, America Township, more particularly described as follows: Commencing at the Southeast corner of the Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) of said Section Twenty (20), thence West along the South line of said Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) a distance of 33 feet to 6 th Ave. SW west right-of-way line, thence North 30 feet along said right-of-way line to the point of beginning for the parcel to be described: thence West along a line parallel with the South line of said Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4), 150 feet; thence North along a line parallel with the East side of Section Twenty (20) for a distance of 150 feet; thence East along a line parallel with the South line of said Northeast Quarter (NE1/4), of the Northeast Quarter (NE1/4 150 feet; thence South along 6 th Ave. SW west right-of-way line parallel with the East side of Section Twenty (20) for a distance of 150 feet to the point of beginning, containing 22,500 square feet or 0.51 acres more or less together with all easements and servient estates appurtenant thereto.

Note: The East line of Section Twenty (20), Township Ninety-two (92) North, Range Forty-Five (45) West is assumed to bear due North.

The East 33 feet of the N1/2 of NE1/4 of Section 20, T92N, R45W, was designated 6 th Ave., SW after annexation by Le Mars, Iowa.

The East Forty Feet (E 40 ft.) of the West Seventy-Five Feet (W 75 ft.) of Lots Two (2) and Three (3), in Block Eighteen (18), in Frost’s First Addition to the Town of Merrill, Plymouth County, State of Iowa.

A parcel of land located in part of the fractional NW1/4 of Section 30, T-90 N, R-43W of the 5 th P.M., in the Town of Kingsley in Plymouth County, Iowa, further described as follows:

Commencing at the W1/4 corner of said Section 30, thence North 118.1 feet along the west line of the NW1/4 of said Section 30 to the point of beginning; thence continuing North 50.0 feet along the west line of the NW1/4 of said Section 30; thence S 89º 09-3/4’ E 83.0 feet; thence South 50.0 feet to the Northerly right of way line of Iowa Highway No. 140; thence N 89º 09-3/4’ W 83.0 feet to the point of beginning. Said parcel contains 4150 square feet more or less, including 1650 square feet of presently established road right-of-way.

NOTE: The west line of the fractional NW1/4 of said section 30 was assumed to bear north and south.

That part of the West Half (W1/2) of the Southeast Quarter (SE1/4) of Section Nine (9), Township Ninety-two (92) North, Range Forty-five (45) West of the 5 th P.M., in the Town of LeMars, Plymouth County, Iowa, containing 56444 sq. feet, more or less, and more particularly described as follows:

Beginning at the intersection of the center line of Fourth Street N.E. with the East line of Second Avenue N.E., all in said town of LeMars, Iowa; thence Easterly 180.0 feet on the

 

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extension of the center line of said Fourth Street; thence with an angle of 90º to the left – 120.0 feet; thence with an angle of 90º to the right – 131.65 feet to a point 9.0 feet as measured at right angles from the center line of a present established railroad spur of the Chicago, St. Paul, Minneapolis, and Omaha Railroad; thence Southwesterly 280.7 feet on a line 9.0 feet from and parallel to a present established spur of the Chicago, St. Paul, Minneapolis, and Omaha Railroad; thence Westerly 262.2 feet parallel to the Easterly extension of said Fourth Street N.E.; thence Northerly 152.0 feet on the East line of said Second Avenue NE. to the point of beginning; SUBJECT HOWEVER, to Easement filed November 1, 1971, in Book 33 at Pages 223-225 in the Office of Recorder of Plymouth County, Iowa.

Craig Substation

A tract of land located in the Southwest Quarter (SW  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section Four (4), Township Ninety-three (93) North, Range Forty-six (46) West of the 5 th Principal Meridian, Plymouth County, Iowa, described as follows:

Beginning at the Southwest corner of the Southwest Quarter of the Southeast Quarter of said Section 4; thence North 01°09’20” West 153.00 feet along the West line of said Southwest Quarter of the Southeast Quarter; thence North 90°00’00” East 120.00 feet; thence South 01°09’20” East 153.00 feet to the South line of said Southwest Quarter of the Southeast Quarter; thence North 90°00’00” West 120.00 feet along said South line to the Point of Beginning, containing 0.421 acres more or less and subject to a 33 foot wide county road easement along the South side thereof.

Le Mars Meter shop

W 392’ of lot 4, Le Mars Development Subdivision

Le Mars Office and Service Center

Beginning at a point 155 feet South and 2.25 rods East of the Northwest Corner of the SE1/4 of the SE1/4 of Section 17, Township 92 North, Range 45, West of the 5 th P.M, Le Mars, Plymouth County, Iowa; thence East 435.8; feet South 300’ feet; thence West 435.8 feet; thence North 300 feet to the point of beginning, excluding that part dedicated as Lincoln Street, containing three acres, more or less.

Merrill North Substation

A Parcel of land located in the W  1 2 of Section 2, Township 91 North, Range 46 West of the 5 th P.M., Plymouth County, Iowa described as follows:

Commencing at the Northwest corner of the SW  1 4 of said Section 2; thence South 88°27’03” East 759.87 feet along the North line of the SW  1 4 to the point of beginning; thence North 06°43’06” East 77.25 feet; thence South 83°16’54” East 245.00 feet; thence South 06°43’06” West 185.00 feet; thence North 83°16’54” West 245.00 feet; thence North 06°43’06” East 107.75 feet to the point of beginning, containing 1.04 acres.

Subject to and together with covenants, conditions, restrictions and easements of record, if any.

 

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POCAHONTAS COUNTY

A tract described as follows: Beginning at the southeast corner of the Southeast Quarter (SE1/4) of the Northeast Quarter (NE1/4) of Section Thirty-one (31), Township Ninety (90) North, Range Thirty-two (32) West of the Fifth Principal Meridian, in Pocahontas County, State of Iowa, thence North 120 feet, thence West 333 feet, thence South 120 feet, thence East 333 feet to place of beginning.

A tract of land in Pocahontas County, Iowa, described as follows:

Beginning at the Northeast corner of the Southeast Quarter (SE1/4) of Section Thirty One (31), Township Ninety (90), Range Thirty Two (32) West of the 5 th P.M., thence West three hundred thirty three feet (333 feet), thence south two hundred feet (200), thence east three hundred thirty-three feet (333 feet), thence north two hundred feet (200) to place of beginning.

A tract of land in the Northeast Quarter of Section Thirty-six (36), Township Ninety-two (92) North, Range Thirty-one (31) West described as follows: Beginning at a point which is sixty-six and nine-tenths (66.9) feet west of a point fifty (50) feet south (on the east section line of said Section 36) of the northeast corner of said Section 36, thence west 60 feet, thence south 60 feet, thence east 60 feet, thence north 60 feet to the point of beginning.

A tract of land commencing at the Northwest corner of Section 7, Township 90 North, Range 32 West of the 5 th P.M., Pocahontas County, Iowa; thence East on the North Section line a distance of 142 feet to the point of beginning; thence South parallel with the West Section line a distance of 200 feet; thence East parallel with the North Section line a distance of 115 feet; thence North parallel with the West Section line a distance of 200 feet to the North Section line, thence West on the North Section line a distance of 115 feet to the point of beginning, being subject to road easement on the North portion of said tract.

Midway Sub

As a part of the North  1 2 of the Northwest  1 4 of Section 28, Township 90 Nort5h, Range 33 West of the 5 th p.m., Pocahontas County, Iowa and described as follows:

Beginning at the Northwest Corner of said Section 28; thence South 89°51’17”W, 380.05 feet to a point on the West Line of the said Northwest  1 4 ; thence North 0°44’53” West, along said West line, 345.04 feet to the Point of Beginning and containing 3.01 acres (131,116 s.f.) including 0.63 acres of road Right of Way more or less, as shown on Plat of Survey filed in Book 175, Page 659 of the Pocahontas County Recorder’s Office.

 

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Pocahontas County Sub

A parcel of land located in a portion of the SW  1 4 of Section 33, Township 90, North, Range 33, West of the 5 th p.m., Pocahontas County, Iowa, more particularly described as:

Commencing a t a 5/8 inch iron pin on the W  1 4 corner of said Section 33, thence S01 degrees 03 minutes 24 seconds W along the West line of the SW  1 4 of said Section 33 a distance of 75.00 feet to a  1 2 inch iron pin on the point of beginning; thence S 89 degrees 29 minutes 24 seconds E a distance of 535.02 feet to a 5/8 inch iron pin, thence S 01 degrees 03 minutes 24 seconds W a distance of 500.02 feet to a 5/8 inch iron pin, thence N 89 degrees 29 minutes 24 seconds W a distance of 535.02 feet to a  1 2 inch iron pin on the West line of the SW  1 4 of said Section 33, thence N 01 degrees 03 minutes 24 seconds E along the West line of the SW  1 4 of said Section 33, thence N 01 degrees 03 minutes 24 seconds E along the West line of the SW  1 4 of said Section 33 a distance of 500.02 feet to the point of beginning, containing 6.14 acres, subject to any easements of record.

Pomeroy Maintenance Building (Wind)

A part of the North 1/2 of the Northwest 1/4 of Section 28, Township 90 North, Range 33 West of the 5th P.M., Pocahontas, Iowa and described as follows:

Beginning at the Northwest Corner of said Section 28; thence South 89° 51’ 17” east, along the North line of the Northwest 1/4 of Section 28, 380.05 feet; thence South 0° 44’ 53” east 345.04 feet; thence North 89° 44’ 51’ 17” West 380.05 feet to a point on the West line of the said Northwest 1/4; thence North 0° 44’ 53” West, along said West line, 345.04 feet to the Point of Beginning and containing 3.01 acres (131,116 s.f.) including 0.63 acres of road Right of Way more or less, as shown on Plat of Survey filed in Book 175, Page 659 of the Pocahontas County Recorder’s Office.

POLK COUNTY

Southeast Polk 345 KV Substation

Commencing at a point of reference at the Southeast corner of Section 20; thence N89°58’24”W, 1418.14 feet along the South line of Section 20 the Point of Beginning (P.O.B.); thence S00°44’45”E, 6.37 feet to a R.O.W. rail, thence S03°33’09”E, 67.49 feet to a point; thence Northwesterly along a railroad right-of-way curve to the right having a radius of 4247.28 feet, an arc length of 1116.40 feet, and a chord bearing of N58°57’30”W to a point; thence N51°25’42”W, 693.90 feet along a railroad right-of-way to a point; thence Northwesterly along a railroad right-of-way curve to the right having a radius of 4247.28 feet, an arc length of 492.13 feet, and a chord bearing of N48°06’32”W to a point on the South right-of-way line of a county road; thence S89°57’20”E, 582.66 feet along the road right-of-way to a point; thence S89°57’38”E, 1245.80 feet along the road right-of-way to a point; thence S02°36’12”E, 410.15 feet along the highway right-of-way to a R.O.W. rail; thence S00°44’45”E, 850.38 feet along the highway right-of-way to the point of beginning, all being in Sections 20 and 29, Township 78 North, Range 23 West of the 5 th Principal Meridian, Polk County, Iowa. Said parcel contains 31.335 acres more or less.

Ankeny 69 KV Substation

Lot One (1) in Ankeny Industrial Park, now included in and forming a part of the City of Ankeny, Polk County, Iowa. Subject to all building restrictions and easements of record.

 

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Transmission Line Access Pleasant Hill

Out Lot “A” (except the north 30 feet) BOB’S PLACE PLAT 3, an official Plat, now in and forming a part of the City of Pleasant Hill, Polk County, Iowa.

NE 17 th  & Broadway Substation

A parcel of land in Lot 3, EFCO Industrial Park, an official plat, Polk County, Iowa, that is more particularly described as follows:

Beginning at the Southeast Corner of Lot 3, thence S 89°43’50”W, 580.31 feet along the south line of Lot 3 to the Southwest Corner of Lot 3; thence N00°02’38”E, 99.49 feet along the West line of Lot 3 to a point; thence N 14°03’30”E, 103.23 feet to a point which is 25.00 feet east of the West line of lot 3; thence N 00°02’38”E, 20.00 feet to a point which is 30.00 feet south of the North line of Lot 3; thence N 89°40’49”E, 555.04 feet to a point on the east line of Lot 3 which is 30.00 feet south of the Northeast Corner of Lot 3; thence S 00°01’38”E, 220,.00 feet along the east line of Lot 3 to the point of beginning. Said parcel contains 2.887 acres, more or less.

NW 100 th St. & SW 54 th Ave., Substation

Commencing, as a point of reference, at the S.W. corner of Section 10, Township 79 North, Range 25 West of the 5 th P.M., thence N. 00°00’00”E, assumed for this description, 847.56 feet along the West side of said Section 10 to the point of beginning; thence S. 89°46’30”E, 573.62 feet to a point; thence N. 00°13’30”E, 350.00 feet to a point; thence N. 89°46’30”W., 575.00 feet to a point on the West line of said Section 10; thence S. 00°00’00”W., 350.02 feet along the West line of said Section 10 to the point of beginning. Said parcel contains 4.614 acres, more or less.

Altoona Substation Site

A parcel of land located in the NW1/4 of the NW1/4 Section 23, Township 79, Range 23 and described as follows: Beginning at a point 797.7 feet East of the Northwest Corner Section 23, Township 79 North, Range 23 West of the 5 th P.M., Clay Township Polk County, Iowa; thence East 527.95 feet, thence South 0°20’West 587.00 feet along the East line of said NW1/4, NW1/4, Section 23, thence West 528.38 feet, thence North 0° 22 1/2’ East 587.00 feet to the point of beginning, containing 7.12 acres, more or less, including 0.74 acres, more or less, primary highway, subject to highways of record.

S. E. 124 th Street Substation

A parcel of land in the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section 12, Township 78, North, Range 22 West of the 5 th P.M., Polk County, Iowa, more particularly described as follows: Beginning at a point on the West line of said Northeast Quarter (NE1/4) of said Section 12, Eighty (80) feet South of the North Quarter (N1/4) corner of said Section 12, thence East at right angles a distance of 208.7 feet, thence South parallel with the west line of said Northeast Quarter (NE1/4) of Section 12, a distance of 208.7 feet, thence West a distance of 208.7 feet to a point on the West line of said Northeast Quarter (NE1/4), 208.7 feet South of the point of beginning, thence North along said West line of the Northeast Quarter (NE1/4) of Section 12 to the point of beginning, containing One (1) acre, more or less, subject to highways and easements of record.

 

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Delaware Work Center

Part of Lot 1 and Lot “E” Foxbilt Place, an Official Plat, Polk County, Iowa, described as follows: Commencing at the West Quarter (W1/4) corner of Section 18, Township 79 North, Range 23 West of the 5 th P.M., Polk County, Iowa thence S 0°03’ W479.5 feet along the West line of the Southwest Quarter (SW1/4) of said Section 18, thence East 33 feet to the point of beginning, thence East 227.4 feet, thence S 35°17’ E 528.0 feet, thence S 68°12’ East 619.3 feet, thence South 303.4 feet to the South line of said Lot 1, thence Westerly 1126.3 feet along the South line of said Lot 1 and Lot “E” to the Southwest corner of said Lot “E”, thence N 0° 03’ E along the West line of said Lot “E” 1099.4 feet to the point of beginning, containing 16.43 acres, more or less, subject to applicable zoning ordnance.

Those parts of Lots 1 and “E” in Foxbilt Place, an Official Plat, together with that part of the Southwest Quarter (SW1/4) of Section 18, Township 79, North, Range 23 West of the 5 th P.M., bounded and described as follows: Beginning at a point on the West line of said Section 18, distant 115 feet Northerly, measured radially, from the centerline of the main track of the Wisconsin, Iowa and Nebraska Railroad Company (later the Chicago Great Western Railway Company, now the Chicago and North Western Transportation Company), as said main track center line was originally located and established across said Section 18; thence Easterly parallel with said original main track center line to the Southwest corner of said Lot “E”, thence Easterly along the Southerly lines of said Lots 1 and “E” a distance of 1,126.3 feet; thence Southerly parallel with the West line of said Section 18 to a point distant 50 feet Northerly, measured at right angles, from the centerline of the main track of the Chicago and North Western Transportation Company (formerly the Chicago Great Western Railway Company), as said main track is now located; thence Westerly parallel with said last described main track center line to a point on the West line of said Section 18; thence Northerly along said West line of Section 18 to the point of beginning.

East 46 th  & Jefferson St. Substation

A parcel of land situated in the West Half (W1/2) of Section 34, Township 79 North, Range 23, West of the 5 th P.M., in Polk County, Iowa, said parcel of land being more fully described as follows: Commencing at a point which is the intersection of the west line of said Section 34 with the centerline of Jefferson Avenue, as it now exists in Harvey Place, an Official Plat, in Polk County, Iowa, thence South along the west line of said Section 34 a distance of 250 feet, thence east on a line parallel with the centerline of Jefferson Avenue and its extension east a distance of 250 feet, thence north on a line parallel with the west line of said Section 34 a distance of 250 feet, thence West a distance of 250 feet to the point of beginning.

River Hills Station

Lots 1, 4 and J. Also, Lot 2 (except the east 50 feet) and Lot 3 (except the east 50 feet of the south 169.3 feet), of River Hills, Plat 2, an Official Plat in the City of Des Moines, Polk County, Iowa.

East 32nd & Dean Ave. Substation

The east 20 feet of Lot 3 and all of Lots 4, 5, 6, 7 and 8 of L. J. Kasson’s Addition to the City of Des Moines, Polk County, Iowa.

 

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2 nd and Clark Substation

Lots 21 and 34 in Marshall’s Second Addition, now included in and forming a part of the City of Des Moines, Polk County, Iowa.

37 th and Mahaska Substation

A tract of land situated in and forming a part of Lot Eleven (11), Lincoln Grande, an Official Plat lying within and forming a part of the City of Des Moines, Polk County, Iowa, described as follows: Commencing at the Northwest (NW) corner of said Lot Eleven (11), thence Southward (S) along the West (W) line of said Lot Eleven (11); a distance of two hundred twenty (220) feet; thence Easterly (E) at an angle of ninety degrees (90°) to the West (W) line of said Lot Eleven (11), a distance of two hundred twenty (220) feet; thence North (N) and parallel to the West (W) line of said Lot Eleven (11), a distance of three hundred seventy-six and six-tenths (376.6) feet more or less to the North (N) line of said Lot Eleven (11), thence Southwesterly (SW) along the North (N) line of said Lot Eleven (11) to the point of beginning; containing one and five-tenths (1.5) acres more or less.

Glover & Watrous Substation

Lots 1, 2, 3, 6 and 7 of Watrous Highlands, an Official Plat, now included in and forming a part of the City of Des Moines, Polk County, Iowa.

Meredith Substation SW 63 rd  & Park Substation

Part of the South One-Half (S1/2) of the Southeast Quarter (SE1/4) of Section 14, Township 78 North, Range 25 West of the 5 th P.M., described as follows: Beginning at the Northwest (NW) corner of the said South Half (S1/2) of the Southeast Quarter (SE1/4); thence East 50 feet to the point of beginning; thence south 270 feet, thence east 283 feet, thence north 270 feet, thence west 283 feet to the place of beginning, comprising approximately 1.75 acres, except a parcel of land in the SW  1 4 of the SE  1 4 of Section 14, Township 78 North, Range 25 West of the 5 th P.M., now included in and forming a part of the City of Des Moines, Polk County, Iowa, and more particularly described as follows: Commencing at the NW corner of the SW  1 4 of the SE  1 4 of said Section 14; thence S89°33’E, 50.0 feet on the north line of the SW  1 4 of the SE  1 4 to the existing easterly right of way line of primary road #IA. 28, the point of beginning; thence continuing S89°33’E, 92.8 feet on said north line; thence S00°00  1 2 ’ E, 105.4 feet; thence S89°59  1 2 ’ W. 10.0 feet; thence S00°00  1 2 ’ E, 164.5 feet; thence N89°33’W, 82.9 feet to the existing easterly right of way line of primary road no. IA 28; thence N00°00’W, 270.0 feet on said easterly right of way line to the point of beginning, containing 0.54 acre.

Massey Ferguson Substation

A parcel of land situated in the Northeast Corner of Lot 1, Solar Meredith Place, an Official Plat in Polk County, Iowa, being more fully described as follows: Commencing at the Northeast Corner of said Lot 1, Solar Meredith Place, thence southerly along the east line of Lot 1, a distance of 177 feet, thence southwesterly along a line parallel with the north line of said lot, a distance of 141.8 feet, thence northwesterly along a line perpendicular to the north line of said Lot 1, a distance of 97.1 feet, thence northeasterly 211.9 feet to the point of beginning.

38 th and Franklin Substation

Lot 62 and 85 in Kingsdale, an Official Plat now included in and forming a part of the City of Des Moines, Iowa, also that part of Lot “A” in Kingsdale, an Official Plat, now included

 

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in and forming a part of the City of Des Moines, Iowa, extending from the West line of Lot 3 in Nierob Court Northwest to the intersection of the East line of 38 th Street and the South line of Franklin Avenue, except beginning at the point of intersection of the Southerly line of Lot A, Kingsdale, an Official Plat, and the West line of Lot 3, Nierob Court, an Official Plat; thence Northwesterly along said Southerly line of Lot A, 28.00 feet; thence Northeasterly to the West line of Nierob Court, 31.90 feet; thence Southerly along the West line of Nierob Court, 44.00 feet to the point of the beginning, all located in and forming a part of the City of Des Moines, Polk County, Iowa.

16 th and College Substation

Lots 58, 59, 60, 61 and 62 in Forest Park, now including in and forming a part of the City of Des Moines, Polk County, Iowa.

Forest and Vermont – Central Place Substation

Lots 14, 15, 16, 17, Block 8 in Central Place, an Official Plat, now included in and forming a part of the City of Des Moines, Polk County, Iowa.

Lots 1, 2, 3, 4, 5, 6, 17, 18, 19, 20, 21 and 22 and the North and South Alley lying between Lots 1, 2, 3, 4, 5, and 6 and Lots 17, 18, 19, 20, 21 and 22, in Block 17 in Central Place, an addition now included in and forming a part of the City of Des Moines, Polk County, Iowa.

Lots 10, 11, 12 and 13 in Block 8 in Central Place and the North and South Alley lying between Lots 10, 11, 12 and 13 and Lots 14, 15, 16 and 17 in Block 8 in Central Place (except that part of Lot 13 conveyed to the City of Des Moines and described as follows: an irregular piece of property described as follows: Beginning at a point on the South lot line, 20 feet west of the Southeast corner of Lot 13, Block 8, Central Place, an Official Plat; thence Northeasterly, along a concave curved line with a 20 foot radius to a point on the east line of said Lot 13, 20 feet north of the Southeast corner of said Lot 13; thence south, along the East line of said Lot 13 to the Southeast corner; thence west along the south line of said Lot 13 a distance of 20 feet to the point of beginning) all now included in and forming a part of the City of Des Moines, Polk County, Iowa.

East 29 th and Grandview Substation

Lots 52, 53, 54, 55, 56 and 57, except for the east Seven (7) Feet of Lots 55, 56 and 57, in Grandview Heights, an Official Plat, now included in and forming a part of the City of Des Moines, Polk County, Iowa.

Two Rivers Work Center

That part of vacated S.E. 3 rd Street Right-of-Way lying between and adjoining Block L and Block 5, Scott and Dean’s Addition, now included in and forming a part of the City of Des Moines, Polk County, Iowa.

Highland Park Substation

The South 250 Feet of Lots 1 and 2, except the East 25 Feet of the South 250 Feet of Lot 1, Bowen Place, Des Moines, Polk County, Iowa.

 

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58 th and Franklin Substation

Lots 15, 17 and 19, Lookout Heights, Plat #2, an Official Plat now included in and forming a part of the City of Des Moines, Polk County, Iowa.

East 17 th and Washington Substation

Lot 1 and the West 7 feet of the vacated alleyway adjacent to said lot, and Lots 36, 37 and 38 and the East 7 feet of the vacated alleyway adjacent to said lots. The above lots forming a part of East Capital Park, an Official Plat, now in and forming a part of the City of Des Moines, Polk County, Iowa.

Alleman Substation

Part of Southwest Quarter (SW  1 4 ) of Section 23, Township 81 North, Range 24 West of the 5 th P.M., Polk County, Iowa described as beginning at South Quarter (S  1 4 ) corner of said Section 23, thence North along quarter section line 1162.8 feet, thence West at right angles 78 feet to point of beginning, said point being on West right-of-way fence of present existing highway, thence continuing West 200.0 feet, thence North 100.0 feet, thence East 200.0 feet, thence South 100.0 feet parallel to quarter section line to point of beginning.

DMEC Substation

That part of Government Lot 1 in Section 20, Township 78 north, Range 23 west of the 5 th P.M., lying west of the public highway, except the right-of-way of the Chicago, Burlington & Quincy Railroad Company, subject to a resolution of the Board of Conservation and Public Parks of the State of Iowa, adopted February 8, 1924, establishing boundary line along the Des Moines, River, recorded in Book 942, page 462, of the Polk County records.

Also the southwest quarter of the southeast quarter, except that part thereof occupied by the Chicago, Burlington & Quincy Railroad Company as its right-of-way, of Section 17, Township 78 north, Range 23 west of the 5 th P.M.; Lot 15 of the official plat of the southeast quarter of the southwest quarter of said Section 17, except that part heretofore conveyed to the Chicago, Burlington & Quincy Railroad Company; and that part of Lot 14 of the official plat of the southeast quarter of the southwest quarter of said Section 17 lying east of the right-of-away of the Chicago, Burlington & Quincy Railroad Company.

Also that part of the north half of Lot 20 of the official plat of government survey of Lots 4, 5 and 6 of Section 20, Township 78 north, Range 23 west of the 5 th P.M., lying northerly of a line 50 feet normally distant from, northeasterly of and parallel to the main track of the Chicago, Burlington & Quincy Railroad Company, containing 3.88 acres, more or less, and that part of Lot 18 of the official plat of Government Lots 4, 5 and 6 in said Section 20, lying north and east of the right-of-way of the Chicago, Burlington & Quincy Railroad Company, subject to a resolution of the Board of Conservation and Public Parks of the State of Iowa, adopted July 21, 1924, establishing boundary line along the Des Moines River, recorded in Book 942, page 463, of the Polk County records.

Also that part of Lots 17 and 18 of the official plat of Government survey of Lots 4, 5 and 6 of section 20, Township 78 north, Range 23 west of the 5 th P.M., lying north of a line 150 feet north of and parallel to the center line of the levee, except the right-of-way of the Chicago,

 

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Burlington & Quincy Railroad Company and except that part of the aforesaid Lot 18 lying northeasterly of said right-of-way, subject to timber reservations contained in deed from Delbert R. Lang and Grace A. Lang to P.L. Smith, dated May 5, 1924, and recorded in Book 930, page 196, of the Polk County records.

Commencing at the Northeast (NE) corner of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section Twenty (20), Township Seventy-Eight (78) North, Range Twenty-three (23) West of the 5 th P.M., Polk County, Iowa, and running West (W) eleven and twenty-four hundredths (11.24) chains; thence North (N) parallel with the East (E) line of said Section to the Des Moines River: thence in a Northeasterly (NE) direction along the South (S) bank of said river to the East (E) line of said Section; thence South (S) to place to beginning, except a tract of land seventy (70) feet by one hundred (100) feet conveyed to the Great Lakes Pipe Line Company by deed recorded in Book 1241, Page 257; also commencing at a point eleven and twenty-four hundredths (11.24) chains West (W) and thirteen and one-half (13  1 2 ) rods North (N) of the Northeast (NE) corner of the Southeast Quarter (SE  1 4 ) of said Section; thence West (W) to the East (E) line of the right-of-way of the Chicago, Burlington and Quincy Railway Company, thence Northwesterly (NW) along the East (E) line of said right-of-way to the West (W) line of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) of said Section; thence North (N) along the West (W) line of the East Half (E  1 2 ) of the Northeast Quarter (NE  1 4 ) of said Section to the South (S) bank of the Des Moines River; thence Easterly (E) along the South (S) bank of the Des Moines River, to a point due North (N) of the place of beginning; thence South (S) to the place of beginning; being a part of Government Lot Seven (7) in said Section, except legally established highways.

2 nd and Broadway Substation

The South 100 feet of Lot 138, except the West 50 Feet thereof, in the final plat of Highland Park Acres, an Official Plat, Polk County, Iowa.

50 th and Aurora Substation

Lot 1, Westchester Manor Plat 4, an Official Plat, City of Des Moines, Polk County, Iowa.

100 th St. and 54 th Ave. Substation

Commencing, as a point of reference, at the S.W. corner of Section 10, Township 79 North, Range 25 West of the 5 th P.M., thence N. 00°00’00”E., assumed for this description, 847.56 feet along the West side of said Section 10 to the point of beginning; thence S.89°46’30”E., 573.62 feet to a point; thence N.00°13’30”E., 350.00 feet to a point; thence N.89°46’30”W., 575.00 feet to a point on the West line of said Section 10; thence S.00°00’00”W., 350.02 feet along the West line of said Section 10 to the point of beginning. Said parcel contains 4.624 acres, more or less.

Sycamore Substation

The West 24 acres of Lot 10 of the Partition Plat of the Subdivision of Lands of the Estate of Jacob B. Rittgers in Sections 5 and 6, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, subject to easements of record and public highways.

 

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Comito

Government Lots Nos. Six (6) and Seven (7) in Section 5, Township 79 North, Range 24 West of the 5 th P.M., to the low water mark of the Des Moines River; also described as Lots Six (6) and Seven (7) United States Survey of the Southwest Quarter (SW1/4) West of the Des Moines River, Section 5, Township 79 North, Range 24 West of the 5 th P.M., except the South 475 feet of said Government Lot 7 above described.

Fordyce

Parcel A

The West 770 feet of Government Lot 5 in the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section 8, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, except the North 267.5 feet and containing 18.49 acres more or less;

also

The Norwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of Section 8, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, except the North 267.5 feet and containing 31.88 acres more or less;

also

All that part of the Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) of Section 7, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, lying East of the East line of the present 80 foot highway, known as Beaver Road, except the North 267.5 feet and containing 14.56 acres more or less.

Parcel B

Beginning at a point in Government Lot 5 in Section 8, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, which point is 403.5 feet South and 770 feet East of a stone at the Northeast corner of the Northwest Quarter (NE1/4) of the Northwest Quarter (NW1/4) of said Section 8; thence East 164.3 feet to the right bank of the Des Moines River; thence Southeasterly along said right bank to the South line of said Government Lot 5; thence West 731.5 feet along the South line of Government Lot 5; thence due North 908.3 feet to the point of beginning.

Parcel C

An undivided one-half (1/2) interest in and to the following described real estate: Beginning at a point 407 feet East (measured along the North line of Section 8, Township 79 North, Range 24 West of the 5 th P.M.) and 247.5 feet South of the stone at the Northeast corner of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of said Section 8, said point marked by an iron pipe set by B.H. Shivers, Reg. Eng. No. 521; thence East 383 feet; thence South 156 feet; thence West 20 feet; thence North 136 feet; thence due West across Government Lot 5 in said Section and the Northwest Quarter (NW1/4) of said Section and the East part of the Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) of Section 7, Township 79 North, Range 24 West of the 5 th P.M. to Beaver Avenue; thence due North 20 feet; thence due East to the point of beginning.

(The above described parcels are subject to easement to Northern Natural Gas Company dated May 22, 1951 and filed for record in Polk County, Iowa, on October 24, 1951.)

 

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except the following parcel: a tract of land situated in the County of Polk, State of Iowa, being the following described parcel located in sections 5 and 8, township 79 north, range 24 west of the 5 th principal meridian, all bearings refer to the Iowa Coordinate System, south zone (grid north 00 degrees 07 min. west of true north) :

Beginning at a point on the north line of Government lot 6, in said section 5, 602.6 feet east of the W1/4 corner of said section 5; thence south 00 degree 30 feet west, 519.5 feet; thence south 23 degrees 49 feet east, 626.4 feet; thence south 58 degrees 52 feet east, 466.1 feet to a point on the south line of Government lot 6 in said section 5; thence south 02 degrees 08 feet east, 1,560.1 feet; thence south 88 degrees 24 feet east, 716.3 feet; thence south 00 degree 36 feet east, 1,081.0 feet to a point on the south line of Government Lot 5 in said section 8, said point being 2,055 feet east of the west line of said section 8; thence easterly along the south line of said lot 5, 750 feet more or less to the west bank of the Des Moines River, thence northerly along the west bank of the Des Moines Reiver 4,600.0 feet more or less to the north line of Government lot 6 in said section 5; thence westerly along the north line of said lot 6, 1,770 feet more or less to the point of beginning.

The tract herein described contains 109.4 acres, more or less.

And except Lot 6, except the East 106 feet of the North 830 feet thereof, of the Partition Plat of Subdivision of Lands, J.B. Rittgers Estate and Official Plat now included in and forming a part of Polk County, Iowa.

Fought

The East 16 acres of Lot 10 of Jacob B. Rittgers Estate in Sections 5 and 6 in Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa, subject to applicable zoning restrictions and easements of record and further subject to public roads and public highways.

Kinsey

The Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) of Section 5, Township 79 North, Range 24 West of the 5 th P.M. and the North 7 1/2 acres (comprising approximately the North 267 feet) of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of Section 8, Township 79 North, Range 24 West of the 5 th P.M., except roadway owned by Ruby F. Burnside Kolozs and Gus Kolozs, wife and husband and Frank W. Fordyce and Jeannette Seibert Fordyce, husband and wife, comprising the South 20 feet of the said 7  1 2 acres.

(Subject to easement agreement with Frank W. Fordyce dated July 24, 1947 and filed for record in Polk County, Iowa, on July 28, 1947. Further subject to easement to Northern Natural Gas Company dated May 16, 1951 and filed for record in Polk County, Iowa on October 24, 1951.)

Beginning at the Northeast corner of Section 7, Township 79, Range 24 West of the 5 th P.M., thence South 247.5 feet to the North line of an established Twenty (20) foot line running East from Beaver Road, thence West on a line parallel with the North line of said Section and

 

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on the North line of said lane to where said line intersects the East line of Beaver Road to its intersection with the North line of said Section, thence East along said Section line to the point of beginning.

The East Two (2) acres of the South five and four hundredths (5.04) acres East of road in the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section 6, Township 79, North, Range 24 West of the 5 th P.M., Polk County, Iowa.

Kolozs

Parcel A

The South 475 feet of Government Lot 7 in Section 6, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa; also described as the South 475 feet of Lot 7, United States Survey of the Southwest Quarter (SW1/4) West of the Des Moines River in Section 5, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa.

Parcel B

Beginning at a stone at the Northeast corner of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of Section 8, Township 79 North, Range 24 West of the 5 th P.M., Polk County, Iowa; thence East along the North line of said Section 8, 856 feet to the Des Moines River; thence South 11 degrees 45 minutes East 412.1 feet along the right bank of the Des Moines River; thence 144.3 feet; thence North 156 feet; thence West 790 feet; thence North 247.5 feet to the place of beginning and being a part of Government Lot 5 in said Section 8.

(Parcels B and C are subject to easement to Northern Natural Gas Company dated May 22, 1951 and filed for record in Polk County, Iowa on October 24, 1951).

76 th and Douglas Avenue Substation

The South 190 feet of the North 243 feet of the East 200 feet of Lot 2 of the Official Plat of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section 26, Township 79 North, Range 25 West of the 5 th P.M., Urbandale, Polk County, Iowa.

100 th  & Douglas

Commencing at the Northwest corner of Section 27, Township 79 North, Range 25 West of the 5 th P.M. Urbandale, Polk County, Iowa; thence S 0° 00’ W along the West line of Northwest Quarter (NW1/4) of said Section 27, 401.2 feet to the point of beginning; thence continuing S 0° 00’ W along said West line of the Northwest Quarter (NW1/4) of said Section 27, 923.5 feet to a point that is 1325.0 feet North of the West Quarter (W1/4) corner of said Section 27; thence S 88° 54’ E 848.66 feet to the Westerly right-of-way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad as it is presently established; thence Northwesterly parallel to and 50.0 feet Westerly of, and normally distant from the centerline of said railroad, and along a 4.1447° curve to the left, whose radius is 1382.5 feet and whose long chord has a bearing of N 39° 11’ W 195.8 feet; thence N 43° 18; W, parallel to and 50.0 feet normally distant from the centerline of said railroad 767.0 feet; thence Northwesterly parallel to and 50.0 feet Westerly, and normally distant from the centerline of said railroad. And along a 1.754° curve to the right, whose radius is 3266.82 feet and whose long chord has a bearing of N 40° 52’ W 304.6 feet, to the point of beginning, containing 9.17 acres of land more or less.

 

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Walnut Ridge Service Center & Control Center

Commencing at a North  1 4 Corner of Section 28, Township 79 North, Range 25 West of the 5 th P.M., Urbandale, Polk County, Iowa; thence S89°-52’-40”E along the North line of the N.E.  1 4 of said Section 28 a distance of 300.00 feet; thence S00°-07’-20”W a distance of 150.00 feet to a point along the South Right of Way Line of Douglas Avenue, as it is presently established, said point being the POINT OF BEGINNING; Thence S89°-52’-40”E parallel with and 150.00 feet South of the North Line of the N.E.  1 4 of said Section 28 and along the said South Right of Way line of Douglas Avenue a distance of 961.40 feet to a point along the West Right of Way line for 104 th Street, as it is presently established; thence S00°-56’-20”E, parallel with and 50.0 feet West of the East line of the N.W.  1 4 of the N.E.  1 4 of said Section 28 and along the said West Right of Way of 104 th Street a distance of 2,375.06 feet; thence N89°-59’03”W a distance of 76.83 feet; thence N30°-00’00”W a distance of 1,927.19 feet; thence N00°-07’-20”E a distance of 707.86 feet to a point on a curve concaved northerly with a radius of 183,496.33 feet, the center of said curve bears N00°-08’-03”E a distance of 183,496.33 feet; thence easterly along said curve through a central angle of 00°-00’-43” a distance of 38.60 feet to the POINT OF BEGINNING.

Said tract of land being subject to and together with any and all easements of record.

Said tract of land contains 37.211 acres more or less.

West Des Moines Substation

Lots 5, 6, 7 and 8, Block 15, First Addition to Town of Valley Junction, now included in and forming a part of the City of West Des Moines, Polk County, Iowa.

Ashawa 161 KV Substation

The NE  1 4 of the NE  1 4 of Section 17, Township 78 North, Range 25 West of the 5 th P.M., City of West Des Moines, Polk County, Iowa except the following Parcel “A”:

Beginning at the northeast corner of said Section 17; thence S 00° 14’ 25” W, 1317.00 feet along the east line of said NE  1 4 , NE  1 4 to the southeast corner of said NE  1 4 , NE  1 4 ; thence S 89° 53’ 24” W. 1314.25 feet along the south line of said NE  1 4 , NE  1 4 , to the southwest corner of said NE  1 4 , NE  1 4 ; thence N00° 16’ 23” E, 519.49 feet along the West line of said NE  1 4 , NE  1 4 to a point; thence N90° 00’00” E, 396.45 feet to a point of curvature thence easterly along a curve to the left having a radius of 820.00 feet, an arc length of 471.56 feet to a point of tangency; thence N 57° 03’ 03” E, 96.18 feet to a point of curvature; thence northerly along a curve to the left having a radius of 600.00 feet, an arc length of 594.92 feet to a point of tangency; thence N 00° 14’ 25” E, 114.82 feet to a point on the north line of said NE  1 4 , NE  1 4 ; thence N 90° 00’ 00” E, 120.00 feet along the north line of said NE  1 4 , NE  1 4 to the point of beginning.

73 rd  & Buffalo Road Substation

Part of Lot 3 in Golf and County Club, an Official Plat, now included in and forming a part of the City of West Des Moines, Polk County, Iowa, more particularly described as follows: Commencing at the Southeasterly corner of said Lot 3, said point being in the Southwesterly right-of-way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad, which point is the

 

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point of beginning of the property to be described; thence Northwesterly along the Southerly line of said Lot 3, 505.64 feet to a point; thence on a deflection of 5 degrees 44 minutes to the left, 86.51 feet to a point in said Southerly line of Lot 3; thence Northerly on a deflection of 86 degrees 45 minutes to the right, 211.56 feet; thence Easterly on a deflection of 90 degrees 31 minutes to the right, 170.00 feet to a point in the Southwesterly right-of-way line of Chicago, Milwaukee, St. Paul and Pacific Railroad; thence Southeasterly along said right-of-way line 509.42 feet to the point of beginning; subject to easement for road along the Southerly edge thereof.

Des Moines Power Station

That part of Government Lot 1 in Section 20, Township 78 north, Range 23 west of the 5 th P.M., lying west of the public highway, except the right-of-way of the Chicago, Burlington & Quincy Railroad company, subject to a resolution of the Board of Conservation and Public Parks of the State of Iowa, adopted February 8, 1924, establishing boundary line along the Des Moines River, recorded in Book 942, page 462, of the Polk County records.

Also the southwest quarter of the southeast quarter, except that part thereof occupied by the Chicago, Burlington & Quincy Railroad Company as its right-of-way, of Section 17, Township 78 north, Range 23 west of the 5 th P.M.; Lot 15 of the official plat of the southeast quarter of the southwest quarter of said Section 17, except that part heretofore conveyed to the Chicago, Burlington & Quincy Railroad Company; and that part of Lot 14 of the official plat of the southeast quarter of the southwest quarter of said Section 17 lying east of the right-of-way of the Chicago, Burlington & Quincy Railroad Company.

Also that part of the north half of Lot 20 of the official plat of government survey of Lots 4, 5, and 6 of Section 20, Township 78 north, Range 23 west of the 5 th P.M., lying northerly of a line 50 feet normally distant from, northeasterly of and parallel to the main track of the Chicago, Burlington & Quincy Railroad Company, containing 3.88 acres, more or less, and that part of Lot 18 of the official plat of Government Lots 4, 5 and 6 in said Section 20, lying north and east of the right-of-way of the Chicago, Burlington & Quincy Railroad Company, subject to a resolution of the Board of Conservation and Public Parks of the State of Iowa, adopted July 21, 1924, establishing boundary line along the Des Moines River, recorded in Book 942, page 463, of the Polk County records.

Also that part of Lots 17 and 18 of the official plat of Government survey of Lots 4, 5 and 6 of Section 20, Township 78 north, Range 23 west of the 5 th P.M., lying north of a line 150 feet north of and parallel to the center line of the levee, except the right-of-way of the Chicago, Burlington & Quincy Railroad Company and except that part of the aforesaid Lot 18 lying northeasterly of said right-of-way, subject to timber reservations contained in deed from Delbert R. Lang and Grace A. Lang to P.L. Smith, dated May 5, 1924, and recorded in Book 930, page 196, of the Polk County records.

The South Half of the Northwest Quarter of the Southeast Quarter (S  1 2 NW  1 4 SE  1 4 ) of Section 20, Township 78 North, Range 23 West of the 5 th P.M., Polk County, Iowa, (except the west 150 feet of the north 8 rods of the South Half of the Northwest Quarter of the Southeast Quarter (S 12/ NW  1 4 SE  1 4 ) of said Section 20).

 

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The South Half of Lot 20 in the Official Plat of Government Lots 4, 5 & 6, Section 20, Township 78, North, Range 23 West of the 5 th P.M., (except one-half acre occupied by the C.B. & Q. Railroad and except one acre located in the Southeast Corner of said Lot 20, said one acre being equa-distance north and south and east and west, upon which is located the building and tavern known as the “Levy Gun Club”, said equa-distance measurements to be made from the Southeast Corner of said Lot 20), Polk County, Iowa.

The South 14.08 acres of the North 18.79 acres (except railroad right-of-way) of Lots Seventeen (17), Eighteen (18) and Nineteen (19) of the Official Plat of Government Lots 4, 5 and 6 in Section 20, Township 78 North, Range 23 West of the 5 th P.M., Polk County, Iowa, except legally established highways.

The West 150 feet of the North 132 feet of the South Half of the Northwest Quarter of the Southeast Quarter (S  1 2 NW  1 4 SE   1 4 ) of Section 20, Township 78 North, Range 23 West of the 5 th P.M., Polk County, Iowa.

The South Half (1/2) of the Southwest Quarter (SW  1 4 ) of Section 2, Township 79 North, Range 23, West of the 5 th P.M., Polk County, Iowa, except roads.

Lots 1 through 24 inclusive, in Block A, in Southeast Riverside Addition, an Official Plat, Polk County, Iowa.

Lots 1 through 24 inclusive, in Block B, in Southeast Riverside Addition, an Official Plat, Polk County Iowa

Lots 1 through 24 inclusive, in Block C, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 24 inclusive, in Block D, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 12 inclusive, in Block E, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 14 inclusive, in Block F, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 24 inclusive, in Block G, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 24 inclusive, in Block H, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 17 inclusive, and Lots 21 through 24 inclusive, in Block I, in Southeast Riverside Addition, an Official Plat, Polk County, Iowa.

 

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Lots 1 and 2 and Lots 11 through 17 inclusive, in Block J, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 3 through 10, Block J, in Southeast Riverside, an Official Plat, Polk County Iowa, subject to zoning ordinances affection the property, easements of record, mineral reservations, if any, made by former owners and subject to all obligations for any levee repairs or any other encumbrances on the property, and for any special assessments which are now a lien, and for any work in process which could become a lien.

Lots 1 through 13 inclusive, Lots 18 through 37 inclusive, and Lots 42 through 51 inclusive, in Block K, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 52 inclusive, in Block L, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 34 inclusive, and Lots 37 through 52 inclusive, in Block M, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Lots 1 through 26 inclusive, in Block N, in Southeast Riverside Addition, an Official Plat, Polk County Iowa.

Delaware Substation

LBAUGH INDUSTRIAL PARK PLAT 5, an Official Plat, now included in and forming a part of Polk County, Iowa.

Easter Lake Substation

Ten Acres in the Southwest Corner of Government Lot 4 in Section 19, Township 78 North, Range 23, West 5 th P.M. bounded on the South by Evergreen Avenue (now E. Watrous Avenue) on the West by S.E. 30 th Street, and on the North and East by Hartford Avenue, now included in and forming a part of the City of Des Moines, Iowa, said parcel being more particularly described as follows:

Commencing at the Southwest Corner of said Government Lot 4 which is also the Southwest Corner of the Northwest Quarter of said Section 19; thence S87°31’59”E, along the South line of the Northwest Quarter of Section 19, 25.02 feet to a point; thence N00°00’00”W (assumed for the purposes of this survey), 30.03 feet to the point where the North right-of-way line of E. Watrous Ave. intersects the East right-of-way line of S.E. 30 th St., said point is the point of beginning; thence continuing N00°00’00”W along the East right-of-way line of S.E. 30 th St., 964.62 feet to a point on the South right-of-way line of E. Hartford Ave. (vacated); thence Southeasterly along a curve to the left having a radius of 2979.71 feet, a chord bearing of S62°32’45”E, an arc length of 490.67 to a point on the West right-of-way line of E Hartford Ave. (vacated); thence S00°01’04’W along said West right-of-way line, 757.39 feet to a point on the North right-of-way line of E. Watrous Ave.; thence N87°31’59” W along said North line of E Watrous Ave., 435.09 feet to the point of beginning. Said parcel contains 8.519 acres, more or less.

 

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Grimes Substation

The Southwest Quarter of the Southwest Fractional Quarter (SW  1 4 SW frl.  1 4 ) of Section Seven (7), Township Seventy-nine (79) North, Range Twenty-five (25), West of the 5 th P.M., Polk County, Iowa.

NE Ankeny Substation

Beginning at the East 1/4 corner of Section 7 Township 80 North, Range 23 West of the 5th P.M., Polk County, Iowa; thence S89°56’45”W, along the south line of the NE  1 4 of said Section, 420.00 feet to a point; thence N00°00’00”E, along a line parallel to the East line of said Section, 420.00 feet to a point; thence N89°56’45”E, along a line parallel to the South line of the NE  1 4 of said Section, 420.00 feet to a point on the East line of said Section; thence S00°00’00”W, 420 00 feet to the Point of Beginning. Said parcel contains 4.050 acres, more or less.

DFQ Metro East Sub

Lot 9, Metro East Business Park, now included in and forming a part of the City of Pleasant Hill, Polk County, Iowa.

DAX MLK Sub

Parcel 1:

All that part of lots 2, 3, 6, 7 and 8 in block 8, the South 13.0 feet of Vine Street adjacent to said block 8, the north-south alley between said lots 2 & 7 and lots 3 & 6, and the east-west alley between lots 2 & 3 and lots 6 & 7, all lying southeasterly of the southeasterly right-of-way line of relocated SW Sixth Street, and part of the vacated right-of-way of SW sixth Street between blocks 8 and 16, all in Fort Des Moines, an official plat, now in and forming a part of the City of Des Moines, Polk County, Iowa more particularly described as follows:

Beginning at the Southeast corner of said lot 6, block 8 in Fort Des Moines, thence along the South line of said lot 6,
S74°19’26”W, 214.81 feet to a point on the east right-of-way line of relocated SW Sixth Street; thence northerly along a curve to the right, having a radius of 463.91 feet, a chord bearing of N13°33’06”E, an arc length of 95.06 feet to a point; thence continuing along said right-of-way, N19°25’19”E, 70.80 feet to a point; thence continuing along said right-of-way, N25°08’16”E, 116.41 feet to a point which lies 13.00 feet north of the south right-of-way line of Vine Street; thence along a line which lies parallel to an 13.00 feet north of the south line of Vine Street, N74°13’08”E, 118.95 feet to a point on the east line of vacated SW Sixth Street extended; thence along said east line, S15°14’55”E,, 262.32 feet to a point; thence S74°20’32”W, 65.49 feet to a point on the west line of said vacated SW Sixth Street; thence along said west line, N15°22’06”W, 33.24 feet to the point of beginning. Said parcel contains 1.146 acres (49,898. Sq. Ft.), more or less.

 

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Parcel 2:

All that part of Lots 4 and 5 in Block 8, the North-South alley lying between Lots 4 and 5 in Block 8, Lots 1 and 8 in Block 7, the alley between Lots 1 and 8 in Block 7, Market Street lying between Blocks 7 and 8, and part of vacated S.W. Sixth Street lying east of and adjoining Blocks 7 and 8, all lying East of relocated Sixth Street, all in Fort Des Moines, an Official Plat, now included in and forming a part of the City of Des Moines, Polk County, Iowa, more particularly described as follows:

Beginning at the Northeast corner of said Lot 5; thence along the East line of said Lot 5, S15°22’06”E, 33.24 feet to a point; thence N74°20’32”E, 65.49 feet to a point on the West line of lot 16 in Block 16, Fort Des Moines; thence along said West line, S15°14’55”E, 32.45 feet to the Southwest corner of said Lot 16; thence S15°51’37”E, 66.59 feet to the Northwest corner of Lot 3 in the Official Plat of Lots 1 and 2; thence along the West line of said Lot 3 extended, S15°19’53”E, 48.99 feet to a point on the North line of M.L. King Jr. Parkway; thence along said North Right-of-Way line, S79°58’03”W, 256.73 feet to a point; thence N63°20’52”W, 51.89 feet to a point on the East Right-of-Way line of relocated Sixth Street; thence along said Right-of-Way line N15°38’18”W, 84.57 feet to a point on the North line of Lot 4; thence along the North line of Lots 4 and 5,
N74°19’26”E, 214.81 feet to the Point of Beginning.

Said Parcel contains 1.056 acres (46,007 SQ.FT.), more or less.

Army Post Substation

An irregularly shaped tract of land located in the Northeast Quarter of Section 34, Township 78 North, Range 25 West of the
5 th P.M., West Des Moines, Polk County, Iowa, which is more accurately described as follows:

Commencing as a point of reference at the Northeast corner of Section 34, Township 78 North, Range 25 West of the 5 th P.M., West Des Moines, Polk County, Iowa, thence N89°44’08”W along the North line of said Section 34, 107.85 feet to a point; thence S0015’52”W, 71.47 feet to the point of beginning; thence S00°00’00”W 990.69 feet to a point of curvature; thence Southerly along a curve to the left having a radius of 756.15 feet, an arc length of 346.09 feet to a point of reverse curvature; thence Southerly along a curve to the right having a radius of 876.15 feet, an arc length of 74.88 feet to a point on the East line of said Section 34; thence S00°00’00”W along the East line of said Section 34, 318.65 feet to a point; thence N89°48’55”W, 600.00 feet to a point; thence N00°00’00”W, a distance of 453.79 feet to a point; thence S89° 44’08”E, a distance of 432.00 feet to a point; thence N00°00’00”W 1258.46 feet to a point; thence S89°47’25”E, 60 feet to the point of beginning. Said parcel contains 7.9864 acres, more or less.

Subject to and together with any and all easements of record.

Des Moines Two Rivers Service Center

Blocks A, B, and C (except the north 60 feet that lies immediately south of Vine Street); The West 51 feet of the vacated right-of-way of S.E. 2nd Street from 18 feet south of the easterly

 

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projection of the south line of Block “B” to 26 feet south of the easterly projection of the north line of Block “C”; All of the Vacated right-of-way of E. market Street lying south of adjoining Block “C”; All of the vacated right-of-way of Elm Street lying east of the southerly extension of the east line of Block “S” and lying west of the southerly extension of the east line of Block “B” (except the west 35 feet); and All of the vacated right-of-way of S.E. 1st Street lying north of the westerly extension of the south line of Block “B”, and lying south of the westerly extension of the north line of Block “C” (except the north 50 feet) and (except the west 25 feet of the south 366 feet of the north 416 feet) and (except the west 25 feet of the south 25 feet); All in Scott and Deans Addition, an official plat, now included in and forming a part of the City of Des Moines, Iowa. Subject to all easements and restrictions of record. Further subject to reservation of right-of-way easements for all public utilities now in place, with right of entry for servicing the same. AND Block “L” subject to mineral reservations made by former owners within said Block “L” to the extent those mineral reservations have not already expired or lapsed under law; Block “K”; All of the vacated right-of-way of E. Market Street lying south of and adjoining Block “K”; and The east 15 feet of the vacated right-of-way of S.E. 2nd Street from 18 feet south of the westerly projection of the south line of Block “L” to 26 feet south of the westerly projection of the north line of Block “K”. The north 18 feet of the vacated right-of-way of Elm Street lying south of and adjoining Block “L”; All in Scott and Dean’s Addition, an official plat, now included in and forming a part of the City of Des Moines, Iowa. Subject to all easements and restrictions of record. Further subject to reservation of right-of-way easements for all public utilities now in place, with right of entry for servicing same.

Greater Des Moines Energy Center/ Pleasant Hill

Combustion Turbine Generating unit

All that part of Government Lot One (1) of Section 20, lying East of Public Road; the Northeast One-fourth (NE  1 4 ) of Section 17; The Northwest One-fourth (NW  1 4 ) of the Northwest One-fourth (NW  1 4 ) and Lots 6, 7, 8, 9, and 10 in the Plat of Dawson and Sweeney Estate of record in Journal 8, Pages 178 and 179, Chancery #222 in the Circuit Court of Polk County, Iowa, in Section 16 (except the East 19 acres of said Lots 6 and 7 as fixed and established and according to said plat of Dawson and Sweeney Estate); also Lots Eleven (11), and Twelve (12) in the said plat of Dawson and Sweeney Estate in Section Seventeen (17) (except the parts conveyed to Great Lakes Pipeline Company in deeds recorded in Book 1139, Page 523, Book 1367, Page 47 and Book 1394, Page 397, Polk County Iowa Recorder’s records); also the Southeast One-fourth (SE  1 4 ) of the Southeast One-fourth (SE  1 4 ) of Section Seventeen (17); all of the grantor’s right, title and interest to any additions to any of the said described premises by accretion and all riparian rights of the grantor in said premises; all in Township Seventy-eight (78), North Range Twenty-three (23), West of the
5 th P.M., Polk County, Iowa, less Public Highways; also subject to easements granted to the Des Moines Electric Light Company and Great Lakes Pipe Line Company and the Right of Way of the Wabash Railway Company, all as now of record in said recorder’s office;

The Southwest Quarter of the Southeast Quarter of Section 17 and Lot 15 of the Official Plat of the Southeast Quarter of the Southwest Quarter of Section 17, in Township 78 North, Range 23; also commencing at the Northeast corner of Lot 14 of the Official Plat of the Southeast Quarter of the Southwest Quarter of Section 17, in Township 78 North, Range 23 West of the 5 th P.M.; thence West along the North line of the Southeast Quarter of the Southwest Quarter 13.05 chains

 

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to the Railroad Right-of-Way of the Chicago, Burlington and Quincy Railway Company, thence Southeasterly along the said Right-of-Way to the East line of the Southeast Quarter of the Southwest Quarter; thence North 14.80 chains to the place of beginning

That part of Lot 18 of the Official Plat of Government Lots 4, 5 and 6 in Section 20, Township 78 North, Range 23 West of the
5 th P.M., Polk County, Iowa, lying North and East of the Right of Way of the Chicago, Burlington and Quincy Railroad, less Public Highway.

POTTAWATTAMIE COUNTY

Avoca Work Center

All of Lots 2-10 of Block 18 in the Original Town of Avoca, Iowa; the North-South Alley 20 feet wide in Block 18; the North 30 feet of Ellsworth Street between Elm and Walnut Streets and that part of Lot 1 described as follows:

Beginning at the Northwest corner of Lot 1 of Block 18 in the Original Town of Avoca, Iowa, thence S 0° 00’ E 45.0 feet to the Southwest corner of said Lot 1, thence S 89° 36’ E 116.85 feet to a point 75 feet normally distant Westerly from the centerline of Primary Road No. U.S. 59, said point being on a South line of said Lot 1, thence N 0° 03’ W 30.0 feet to a point 75 feet normally distant Westerly from the centerline of Primary Road No. U.S. 59, said point being on the North line of said Lot 1, thence
N 82° 36’ W 117.8 feet along the North line of said Lot 1 to the point of beginning; containing 0.10 acre, more or less.

North Oakland Substation

A parcel of land located in Section 1, Township 75 North, Range 40 West of the 5 th P.M., Pottawattamie County, Iowa, more fully described as follows: Commencing at the Northwest corner of said Section 1, thence East along the North line of said Section 1, a distance of 2838.7 feet to the point of beginning, thence continuing East along the North line of said Section 1, a distance of 80.0 feet, thence South 12 degrees West, along the Westerly right-of-way line of County Road a distance of 133.74 feet, thence West a distance of 80.0 feet, thence North 12 degrees East, a distance of 133.74 feet to the point of beginning, containing .2456 acres, more or less.

Substation at 618 First Avenue C.B.

Lot 12 in Block 6 of Bayliss First Addition to the City of Council Bluffs, Pottawattamie County, Iowa.

Council Bluffs Substation No. 701

A part of the South Half (S1/2) of the Southeast Quarter (SE1/4) of Section 23, Township 75 North, Range 44 West of the
5 th P.M., Pottawattamie County, Iowa, more fully described as follows: Commencing at a point 1147.8 feet East and 502.8 feet North of the Southwest corner of the Southeast Quarter (SE1/4) of Section 23, Township 75 North, Range 44 West, said point being the intersection of the East line of North 15 th Street and the North line of the Illinois Central Railroad levee right-of-way, thence North 210 feet along the East line of North 15 th Street to the point of beginning, thence continuing North along this same line 150 feet thence East approximately 500 feet, thence Southwesterly along the levee right-of-way to a point approximately 350 feet East of the East line of North 15 th Street and 150 feet due South of the North line of this parcel, thence West approximately 350 feet to the point of beginning. This parcel contains 1.5 acres more or less.

 

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The Council Bluffs Substation No. 701 Addition

A tract of land located in the SE1/4 SE1/4, SW1/4 SE1/4, NE1/4 SE1/4, SE1/4 NE1/4, all in Section 23 of Township 75 North, Range 44 West of the 5 th P.M., Council Bluffs, Pottawattamie County, Iowa, more fully described as follows: Commencing at the Southeast corner of the SW1/4 SE1/4 of said Section 23; thence N 89° 25’ 07” W, a distance of 171.91 feet along the South line of the said SW1/4 SE1/4 to a point of the East right-of-way of North 15 th St., thence N 0° 02’ 43” E, a distance of 825.23 feet along the East right-of-way of North 15 th Street to the point of beginning; thence continue N 0° 02’ 43” E, a distance of 434.00 feet along the East right-of-way of North 15 th Street; thence S 89° 57’ 17” E, a distance of 428.82 feet to a point which is 75.00 feet West of the West right-of-way of the Illinois Central Gulf Railroad Company; thence N 0° 34’ 18” E, a distance of 1698.24 feet to a point on the Southeasterly right-of-way of Big Lake Park Road; thence N 35° 43’ 15” E, a distance of 117.54 feet along the Southeasterly right-of-way of the said Big Lake Park Road to a point on the Westerly right-of-way of the Illinois Central Gulf Railroad Company; thence S 5°58’44” E, a distance of 426.81 feet along said Railroad right-of-way to a point on the South line of the Southeast Quarter (SE1/4) of the Northeast Quarter (NE1/4) of said Section 23; thence N 89° 18’ 22” W, a distance of 41.36 feet along the South line of the said Southeast Quarter (SE1/4) of the Northeast Quarter (NE1/4) to a point on the West right-of-way of the Illinois Central Gulf Railroad Company; thence S 0° 34’ 18” W, a distance of 1803.74 feet along said Railroad Company right-of-way; thence N 89° 57’ 17” W, a distance of 499.84 feet to the point of beginning. Tract contains 8.1797 acres. Note: all bearings in this description are referred to true north.

C.B. Substation 702

Lots 5, 6 and East 50 feet of Lot 4 in Block 36, Everett’s Addition to Council Bluffs, Pottawattamie County, Iowa.

Substation 702 Addition

The East 20 feet of Lot 7 and all of Lots 8, 9, 10, 11 and 12, all in Block 3, Fleming and Davis Addition in Council Bluffs, Pottawattamie County, Iowa.

Substation 704

Lots 3, 4, 5, 6, 7, 8 and 9 in Block 9, Twin City Place, an addition to the City of Council Bluffs, Pottawattamie County, Iowa.

Substation 701 to CBPS 161 kV Rights-of-Way

Lot 3, Block C, Riddles Subdivision of the City of Council Bluffs, Iowa.

Council Bluffs Substation 705

Commencing at a point 48.5 feet south of the Northwest corner of the Northwest Quarter (NW1/4) of the Southeast Quarter (SE1/4) of Section 3, Township 74 North, Range 44 West of the 5 th P.M., Council Bluffs, Pottawattamie County, Iowa, thence east along the southerly right-of-way line of 23 rd Avenue 200 feet, thence south 290 feet, thence west 200 feet, thence north 290 feet to the point of beginning, containing 1.33 acres more or less.

 

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Substation 701 to CBPS 161 kV Right-of-Way

Lot 3, Block C, Riddle’s Subdivision of the City of Council Bluffs, Pottawattamie County, Iowa.

Lot 3, Block D, in Riddle’s Subdivision in the City of Council Bluffs, Pottawattamie County, Iowa.

Council Bluffs Work Center

A part of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4) of Section 12, Township 74 North, Range 44 West of the 5 th P.M., Pottawattamie County, Iowa, which is more particularly described as follows:

Commencing at an iron pipe set and used by Forest E. Grover, former City Engineer of the City of Council Bluffs, Iowa, as the Northwest corner of Section 12, Township 74 North, Range 44 West of the 5 th P.M., Pottawattamie County, Iowa, and being also the Southerly city limits of the City of Council Bluffs, Iowa; thence along the North line of said Section 12, North 89 degrees 54 minutes 30 seconds East, 12.2 feet; thence along the Easterly right-of-way line of a County road which is the Southerly extension of 11 th Street, City of Council Bluffs, South 00 degrees 12 minutes West, 287.26 feet to the point of beginning; thence continuing along said line South 00 degrees 12 minutes 00 seconds West, 712.74 feet; thence North 89 degrees 54 minutes 30 seconds East, 400.0 feet; thence North 00 degrees 12 minutes East, 712.74 feet; thence South 89 degrees 54 minutes 30 seconds West, 400.00 feet to the point of beginning; subject to utility easements across and through the East 15.0 feet of said tract.

Council Bluffs Plant Site Addition

A parcel of land located in part of the SW1/4 SW1/4 and SE1/4 SW1/4, Section 19, Township 74 North, Range 43 West; and part of the NW1/4 NW1/4 and part of the NE1/4 NW1/4, Section 30, Township 74 North, Range 43 West of the 5 th P.M., all in Council Bluffs, Pottawattamie County, Iowa, more fully described as follows: Beginning at a point which is 66.01 feet and being N 89°34’28” E from the Southwest corner of the NW1/4 NW1/4 of said Section 30 and being on the South line of the said NW1/4 NW1/4 and also being on the Easterly edge of right-of-way of an existing roadway; then N 0°02’53” W, a distance of 1972.13 feet along the East right-of-way of an existing roadway; then S 86° 37’10” E, a distance of 1753.78 feet; thence S 1°12’28” W, a distance of 939.37 feet; thence S 10°44’28” W, a distance of 934.38 feet to the South line of NE1/4 NW1/4, Section 30; thence S 89°34’28” W, a distance of 1555.17 feet along the South line of the NE1/4 NW1/4 and NW1/4 NW1/4 to the point of beginning. Parcel contains 74.48 acres, and subject to right-of-way for the Sieck Levee and right-of-way for public highway as recorded in book 1177, Page 168. Any right, title ownership or interest which these grantors have in and to the heretofore mentioned existing roadway is specifically excluded from this conveyance.

 

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A tract of land in Section Twenty-five (25), Township Seventy-four (74), Range Forty-four (44), West of the Fifth P.M., Pottawattamie County, Iowa, described as follows: That tract of land lying southerly of the center line of Sieck Levee and extending to the Missouri River and being between the westerly line of the Southeast Quarter (SE1/4) of the South East Quarter (SE1/4) of Section Twenty-four (24), Township Seventy-four (74), Range, Forty-four (44), extended southerly to the Missouri River, and the easterly line of said last described forty (40) acre tract extended southerly to the Missouri River. Said tract of land is either that part of the East Quarter (E1/4) of said Section Twenty-five (25), lying southerly of the center line of said Sieck Levee, or is a tract that is in the same place and location as that heretofore described and known as the East Quarter (E1/4) of said Section Twenty-five (25), lying southerly from the center line of said Sieck Levee.

A tract of land in Section Thirty (30), Township Seventy-four (74), Range Forty-three (43), West of the 5 th P.M., Pottawattamie County, Iowa, described as follows: all that land bounded on the North and East by the center line of the Sieck Levee, on the East and South by the center line of the right-of-way of the Mosquito Creek Drainage District No. 22, on the South and West by the Missouri River, and on the West by the west line of said Section Thirty (30). Said tract is either that part of the Southwest Quarter (SW1/4) of the Northwest Quarter (NW1/4) and the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) lying sough of the center line of the Sieck Levee, and that part of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4), the Northeast Quarter (NE1/4) of the Southwest Quarter (SW1/4) and the Southwest Quarter (SW1/4) of the Southwest Quarter (SW1/4) lying West and North of the center line of the right-of-way of Mosquito Creek Drainage District No. 22, or it is a tract that is in the same place and location as that heretofore known and describe by such fractions of the Section; except a part of the NW1/4 SW1/4 and part f the NE1/4 SW1/4 of Section 30, Township 74 North, Range 43 West of the 5 th P.M., Pottawattamie County, Iowa more fully described as follows:

Commencing at the Southwest corner of the NW1/4 NW1/4 of said Section 30, thence S 0°02’53” E a distance of 125.68 feet; thence S 23°46’08” E a distance of 1750.52 feet to the point of beginning; thence N 66°13’52” E a distance of 199.50 feet; thence
S 23°46’08” E a distance of 726.50 feet; thence S 66°13’52” W a distance of 360.0 feet; thence N 23°46’08” W a distance of 726.50 feet; thence N 66°13’52” E a distance of 160.50 feet to the point of beginning. Said parcel contains 6.004 acres, more or less.

Note: The West line of the NW1/4 NW1/4 of said Section 30 is assumed to bear S 0°02’53” E for this description.

A tract of land in Section Thirty (30), Township Seventy-four (74), Range Forty-three (43), West of the 5 th P.M., described as follows: That part of the tract of land in the same place and location as that heretofore known and described as the Southwest Quarter (SW1/4) of the Northwest Quarter (NW1/4) and the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4), Section Thirty (30), Township Seventy-four (74), Range Forty-three (43), lying North of center line of the Sieck Levee, and West of the center line of the right-of-way of Mosquito Creek Drainage District No. 22. All subject to Public Roads as now established.

 

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Right-of-way to new Plant Site:

A tract of land in the West Half (W1/2) of Section Nineteen (19), and the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Thirty (30), all in Township Seventy-four (74), Range Forty-three (43) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows:

Beginning at a point on the south line of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Thirty (30), which is one thousand twelve and forty hundredths (1012.40) feet east of the southwest corner of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Thirty (30), thence north ten degrees fifty-two minutes (10° 52’) east along the centerline of the Mosquito Creek one thousand three hundred forty-six and thirty-nine hundredth (1346.39) feet; thence north naught six degrees forty-eight minutes (06° 48’) West seven hundred sixty-three and forty hundredths (763.40) feet, thence north naught naught degrees forty-seven minutes (00° 47’) east three thousand twenty-nine and fifty hundredths (3029.50) feet, thence north eighty-nine degrees fifty minutes (89° 50’) west along the north line of the Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) of Section Nineteen (19), five hundred eight and three hundredths (508.03) feet, thence on a course parallel to the two hundred fifty (250) feet from the Mosquito Creek right-of-way as follows: thence south naught one degree twenty-five minutes (01° 25’) east one thousand three hundred fifteen and thirteen hundredths (1315.13) feet, thence south naught naught degrees fifty minutes (00° 50’) west one thousand three hundred seventeen and ninety-one hundredths (1317.91) feet, thence sough naught one degree forty-eight minutes (01° 48’) west one thousand seven hundred fifty-five and thirty-four hundredths (1755.34) feet, thence south eleven degrees twenty minutes (11° 20’) west nine hundred thirty-four and thirty-eight hundredths (934.38) feet to the south line of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Thirty (30), thence south eighty-nine degrees fifty minutes (89° 50’) east four hundred seventy-eight and sixty hundredths (478.60) feet to place of beginning; also

A tract of land in the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section Nineteen (19) Township Seventy-four (74), Range Forty-three (43) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows:

Beginning at a point on the north line of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section Nineteen (19), which is six hundred six and eighty-six hundredths (606.86) feet east of the northwest corner of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section Nineteen (19); thence north eighty-nine degrees fifty minute (89° 50’) West four hundred ninety-eight and ninety-one hundredths (498.91) feet; thence on a course parallel to and two hundred fifty (250) feet from the Mosquito Creed right-of-way as follows: thence south thirty-one degrees naught six minutes (31° 06’) west two hundred ten and naught tenths (210.0) feet to the west line of the Northwest Quarter (NW1/4) of the Northeast Quarter (NE1/4) of Section Nineteen (19); thence sough naught naught degrees naught two minutes (00° 02’) west eight hundred sixty-two and sixty-eight hundredths (862.68) feet to the centerline of Mosquito Creek; thence north thirty-one degrees naught nine minutes (31° 09’) east along the centerline of channel one thousand two hundred ten and ninety-seven hundredths (1210.97) feet to point of beginning; also

 

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A tract of land in the southeast part of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Nineteen (19), Township Seventy-four (74), Range Forty-three (43) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows:

Beginning at a point on the east line of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Nineteen (19), which is one thousand forth-two and eighty hundredth (1042.80) feet south of the northeast corner of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Nineteen (19); thence north naught naught degrees naught two minutes (00° 02’) west eight hundred sixty-two and sixty-eight hundredths (862.68) feet, thence on a course parallel to and two hundred fifty (250) feet from the Mosquito Creek right-of-way as follow: thence south thirty-one degrees naught six minutes (31° 06’) west one thousand four hundred twenty-five and naught tenths (1425.0) feet, thence south naught one degree twenty-five minutes (01° 25’) east two hundred twenty-three and eighty-six hundredths (223.86) feet to the south line of the Northeast Quarter (NE1/4) of the Northwest Quarter (NW1/4) of Section Nineteen (19), thence south eighty-nine degrees fifty minutes (89° 50’) east five hundred eight and three hundredths (508.03) feet to the center of Mosquito Creek, thence naught naught degrees forty-seven minutes (00° 47’) east along the centerline of the channel two hundred fifteen and naught tenths (215.0) feet, thence north thirty-one degrees naught nine minutes (31° 09’) east one hundred forty-nine and ninety-three hundredths (149.93) feet to place of beginning; also

A tract of land in the Southeast Quarter (SE1/4) of Section Eighteen (18), Township Seventy-four (74), Range Forty-three (43) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows:

Beginning at a point of intersection of the south line of Section Eighteen (18), Township Seventy-four (74) North, range Forty-three (43) West of the 5 th P.M., with the centerline of Mosquito Creek as now established, which point is approximately two thousand thirty-eight (2038) feet west of the southeast corner of Section Eighteen (18); thence west on section line four hundred ninety-eight and ninety-one hundredths (498.91) feet; thence north thirty-one degrees fifteen minutes (31° 15’) east one thousand eight hundred seven and eight tenths (1807.8) feet parallel to and two hundred fifty (250) feet from the Mosquito Creek right-of-way line; thence north naught one degree naught three minutes (03° 01’) east seven hundred twenty-three and forty-four hundredths (723.44) feet parallel to and two hundred fifty (250) feet from the Mosquito Creek west right-of-way line to a point one hundred (100) feet from the south right-of-way line of the Burlington Railroad; thence north forty-four degrees naught nine minutes (44° 09’) west four hundred fifty-two and seventy-three hundredths (452.73) feet on a line parallel to and one hundred (100) feet from the southerly Burlington Railroad right-of-way line to the north line of the Southeast Quarter (SE1/4) of said Section Eighteen (18); thence east on the north line of the Southeast Quarter (SE1/4) of said Section Eighteen (18), seven hundred three and fourteen hundredths (703.14) feet to the centerline of the Mosquito Creek channel; thence south naught four degrees fifteen minutes (04° 15’) east one hundred seventy-eight and five tenths feet along centerline of said channel; thence right on a two degree (2 ° ) curve three hundred sixty-five and naught tenths (365.0) feet; thence south naught three degrees naught three minutes (03 ° 03’) west four hundred seventy-six and three tenths (476.3) feet; thence right on an eight degree (8°) curve three hundred fifty-one and three tenths (351.3) feet; thence south thirty-one degrees naught nine minutes (31° 09’) west one thousand four hundred nine and five tenths (1409.5) feet to point of beginning.

 

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Council Bluffs Power Plant Unit #3

A tract of land located in the Southeast Quarter (SE1/4) of Section 18, Township 74 North, Range 43 West of the 5 th P.M., Pottawattamie County, Iowa, more fully described as follows: Commencing at the Southeast corner of Section 18, thence S 89°44’04” W along the South line of said Southeast Quarter (SE1/4) a distance of 187.21 feet to a point on the Westerly right-of-way line of Interstate No. 29, said point being 117.00 feet normal distance Westerly from the centerline median of said Interstate No. 29 and point of beginning; thence continuing S 89°44’04” W along the South line of said Southeast Quarter (SE1/4) a distance of 1386.00 feet; thence N 31°26’27” E and parallel to the Easterly right-of-way line of Mosquito Creek Drainage Ditch No. 22 a distance of 190.00 feet; thence N 58°33’33” W a distance of 206.00 feet to a point on said Easterly right-of-way line; thence N 31°26’27” E along said Easterly right-of-way line a distance of 1206.24 feet; thence N 87°06’41” E along said Easterly right-of-way line a distance of 21.63 feet; thence N 00°49’40” E along said Easterly right-of-way line a distance of 550.61 feet to a point on the Southwesterly right-of-way line of the Chicago, Burlington and Quincy Railroad; thence S 44°18’10” E along said Southwesterly right-of-way line a distance of 1063.28 feet to a point on the Westerly right-of-way line of said Interstate No. 29, said point being 185.00 feet normal distance Westerly from the centerline median of said Interstate No. 29; thence S 00°21’30” W and parallel to said centerline median a distance of 538.63 feet along the Westerly right-of-way line of said Interstate No. 29 to a point 185.00 feet normal distance Westerly of said centerline median station 164+00.00; thence S 3°13’05” E along said Westerly right-of-way line a distance of 400.78 feet to a point 160.00 feet normal distance westerly of said centerline median station 160+00; thence S 16°14’08” E along said Westerly right-of-way line a distance of 150.57 feet to the point of beginning. Said tract contains 36.723 acres, more or less.

A parcel of land located in part of the SE1/4 SW1/4, part of the SW1/4 SE1/4, part of the SE1/4 SE1/4, all in Section 19, Township 74 North, Range 43 West; all of the East  1 2 of Section 30, Township 74 North, Range 43 West, lying West of the West right-of-way of Interstate Route 29; part of the NE1/4 NW1/4, part of the SE1/4 NW1/4, part of the NE1/4 SW1/4, part of the SE1/4 SW1/4, part of the SW1/4 SW1/4, all in Section 30, Township 74 North, Range 43 West of the 5 th P.M.; the land in the West  1 2 of said Sections 19 and 30, being in Council Bluffs, Pottawattamie County, Iowa, and the land in the East  1 2 of said Sections 19 and 30 being in Pottawattamie County, Iowa, said parcel is more fully described as follows:

Commencing at the Southeast corner of Section 30, Township 74 North, Range 43, West; thence N 89°19’38” W, a distance of 290.22 feet along the South line of said Section 30 to the Westerly right-of-way of Interstate Route 29 and the point of beginning; thence N 89°19’38 W, a distance of 2346.58 feet along the South line of the said Section 30 to the South  1 4 corner of said Section 30; thence N 89°19’38” W, a distance of 2091.99 feet along the South line of the said Section 30 to the established channel of the Missouri River; thence N 10°01’12” W, a distance of 435.50 feet along the established channel of the Missouri River to the centerline of Mosquito Creek Drainage Ditch No. 22; thence N 44°41’48” E, a distance of 1742.14 feet along said Creek centerline; thence along a curve concave Northwesterly, having a central angle of 28°04’00” and a radius of 716.20 feet, a chord bearing and distance of N 30°39’48” E, 347.32 feet; thence N

 

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16°37’48” E, a distance of 568.63 feet along said Creek centerline; thence along a curve concave Westerly, having a central angle of 9°54’00” and a radius of 2715.30 feet, a chord bearing and distance of N 11°40’48” E, 468.57 feet; thence N 6°43’48” E, a distance of 507.28 feet along said Creek centerline, thence along a curve concave Easterly, having a central angle of 3°59’00” and a radius of 5879.08 feet, a chord bearing and distance of N 8°43’18”, 408.65 feet; thence N 10°42’48” E, a distance of 1455.78 feet along said Creek centerline; thence along a curve concave Westerly, having a central angle of 17°40’00” and a radius of 996.40 feet, a chord bearing and distance of N 1°52’48” E, 306.01 feet; thence N 6°57’12” W, a distance of 258.62 feet along said Creek centerline to the centerline of a County road as projected; thence N 66°52’38” E, a distance of 325.63 feet along said road centerline; thence
N 76°04’40” E, a distance of 347.13 feet along said road centerline; thence S 88°50’09” E, a distance of 451.56 feet along said road centerline; thence S 62°49’22” E, a distance of 784.47 feet along said road centerline; thence S 4°49’24” W, a distance of 33.90 feet along right-of-way of relocated County road; thence S 62°29’22” E, a distance of 196.21 feet along said road right-of-way; thence
S 41°31’18” E, a distance of 70.19 feet along said road right-of-way; thence S 55°34’15” E, a distance of 223.25 feet along said road right-of-way; thence S 70°04’56” E, a distance of 292.98 feet along said road right-of-way to the West right-of-way of Interstate Route 29; thence S 0°18’03” W, a distance of 1201.54 feet along West right-of-way of said Interstate Route 29; thence S 4°05’57” W, a distance of 200.40 feet along said Interstate 29 right-of-way; thence S0°11’56”W, a distance of 3002.66 feet along said Interstate 29 right-of-way; thence S4°23’40”E, a distance of 200.73 feet along said Interstate 29 right-of-way; thence S1°02’40”E, a distance of 635.62 feet along said Interstate 29 right-of-way; thence S11°05’15”E, a distance of 126.09 feet along said Interstate 29 right-of-way to the point of beginning. Parcel contains 416.41 acres, more or less, and is subject to right-of-way for Mosquito Creek Draining Ditch No. 22, and is subject to right-of-way for a County road on the North side, thereof. Parcel is also subject to right-of-way for the Pony Creek Drainage Ditch. Note: The North line of Section 30 is assumed to bear N90°00’00”W for all of the above descriptions.

A parcel of land located in part of the SE1/4 SE1/4, Section 24 Township 74 North, Range 44 West of the 5 th P.M., and part of the NE1/4 NE1/4, Section 25, Township 74 North, Range 44 West of the 5 th P.M., all in Council Bluffs, Pottawattamie County, Iowa, more fully described as follows: Commencing at the Southeast corner of the NE1/4 NE1/4 of said Section 25, being the point of beginning; thence S0°02’53”E, a distance of 23.44 feet to the centerline of the Sieck Levee; thence N58°28’14”W, a distance of 1294.77 feet along centerline of said Sieck Levee; thence N63°00’09”W, a distance of 241.00 feet along centerline of said Sieck Levee to a point on the West line of the said NE1/4 NE1/4; thence N0°06’56”E, a distance of 1291.07 feet along the West line of the NE1/4 NE1/4, Section 25, and West line of the SE1/4 SE1/4, Section 24; thence S86°37’10”E, a distance of 1316.00 feet to a point on the East line of the SE1/4 SE1/4, Section 24, and West right-of-way of an existing roadway; thence S0°02’53”E, a distance of 1976.52 feet along the East line of the SE1/4 SE1/4, Section 24, and East line of the NE1/4 NE1/4, Section 25, and West right-of-way of an existing roadway to the point of beginning. Parcel contains 49.434 acres, more or less, and is subject to right-of-way for the Sieck Levee.

 

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Substation 706

Lot 1, except the West 40 feet thereof, in Wilshire Heights, a subdivision in the SW1/4 of Section 4, Township 74, Range 43, Pottawattamie County, except part to the State of Iowa, Book 74 page 13520; plus a part of the undeveloped roadbed to the North

Council Bluffs Substation 703

A parcel of land situated in the Southeast Quarter (SE1/4) of Section Twenty-eight (28), Township Seventy (75) North, Range Forty-three (43) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows: Starting at the center of Section Twenty-eight (28), Township Seventy-five (75) North, Range Forty-three (43) West; thence South (S) thirteen degrees six minutes (13°06’) East (E), one hundred ninety-two and seven-tenths (192.7) feet; thence South (S) twenty-eight degrees thirty-seven minutes (28°37’) East (E), four hundred seven and four-tenths (407.4) feet; thence South (S) seventeen degrees two minutes
(17°02’) East (E), five hundred fifteen and nine-tenths (515.9) feet to the point of beginning; thence along the center line of the existing County Road established by consent petition number sixty-five approved April 3, 1950 as follows: thence South (S) thirty-two degrees fifty-nine minutes (32°59’) East (E), eighty-seven and six-tenths (87.6) feet; thence South (S) thirty-two degrees fifteen minutes (32°15’) East (E), to hundred twenty-three and four-tenths (223.4) feet; thence South (S) thirty-seven degrees thirty-three minutes (37°33’) East (E), three hundred ninety-one and eight-tenths (391.8) feet to the center of U.S. Highway No. 6; thence along said highway as follows: thence South (S) fifty-eight degrees three minutes (58°03’) West (W), two hundred ninety-four and five tenths (294.5) feet; thence right on a three degree (3°) curve, two hundred twenty-four (224) feet; thence North (N) eight hundred seventy-three and eight-tenths (873.8) feet to the point of beginning, subject to the easement for the County Road and the State Highway, leaving a net acreage of 3.10 acres.

Avoca Substation

A tract of land in the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section Seventeen (17), Township Seventy-seven (77) North, Range Thirty-nine (39) West of the 5 th P.M., Pottawattamie County, Iowa, more particularly described as follows: Beginning at an iron pipe on the south (S) right-of-way line of the County Road which is five hundred eighty-three and seven hundredths (583.07) feet West (W), and South (S) zero degrees forty-two minutes (00°42’) East (E), thirty (30) feet of the East Quarter (E1/4) Corner of said Section Seventeen (17); thence Westerly (W), parallel to the North (N) line of the Southeast Quarter (SE1/4) of Section Seventeen (17), four hundred forty (440) feet to an iron pipe on the Easterly (E) right-of-way line of the Chicago, Rock Island and Pacific Railroad Company; thence South (S) two degrees forty-eight minutes (02°48’) West (W), along the said railroad right-of-way line six hundred (600) feet to an iron pipe; thence Easterly (E) parallel to the said North (N) line of the Southeast Quarter (SE1/4) of Section Seventeen (17), four hundred seventy-seven (477) feet to an iron pipe; thence North (N) zero degrees forty-two minutes (00°42’) West (W), five hundred ninety-nine and five-tenths (599.5) feet to the said iron pipe at the point of beginning.

Macedonia Substation

A tract of land located in the NW1/4 SW1/4 of Section 24, Township 74 North, Range 40 West of the 5 th P.M., Pottawattamie County, Iowa, more fully described as follows: Commencing at the Southwest corner of said NW1/4 SW1/4, said corner being 7.80 feet East of

 

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the centerline of U.S. Hwy. No. 59; thence North along the West line of said NW1/4 SW1/4 a distance of 115.5 feet to the point of beginning; thence continuing North along the same line 93.22 feet to a point 743 feet East of said centerline; thence East parallel to the South line of said NW1/4 SW1/4 a distance of 281.29 feet; thence South being parallel to said centerline a distance of 208.71 feet to a point on the South line of said NW1/4 SW1/4; thence West along said South line of NW1/4, SW1/4 a distance of 230.92 feet; thence North along a line that is parallel with the centerline of U.S. Hwy. No. 59 a distance of 115.5 feet; thence West along a line parallel with the South line of said NW1/4 SW1/4 a distance of 50 feet to the point of beginning.

Honey Creek Substation

A track of land located in the Southwest Quarter (SW1/4) of Section 34, Township 77 North, Range 44 West of the 5 th P.M., Pottawattamie County, Iowa more fully described as follows:

Commencing at the Southwest corner of said Section 34; thence S 89°58’26” E along the South line of said Southwest Quarter (SW1/4) and along the centerline of an existing County road a distance of 200.00 feet to the point of beginning; thence N 0°00’00” E and parallel to the West line of said Southwest Quarter (SW1/4) a distance of 1197.57 feet; thence N 84°31’44”E a distance of 209.67 feet; thence S 0°00’00” W a distance of 228.70 feet; thence N 90°00’00” W a distance of 188.71 feet; thence S 0°00’00” W and parallel to the West line of said Southwest Quarter (SW1/4), a distance of 988.87 feet to a point on the South line of said Southwest Quarter (SW1/4), said point also being on the centerline of said existing county road; thence N 89°58’26” W along the South line of said Southwest Quarter (SW1/4) and along the centerline of said existing county road a distance of 20.00 feet to the point of beginning. Said tract contains 1.502 acres, more or less, including presently established county road right-of-way.

Walnut Substation

A trace of land located in the SW1/4 SE1/4 of Section 12, Township 77 North, Range 38 West of the 5 th P.M., Pottawattamie County, Iowa, more fully described as follows:

Commencing at the South  1 4 corner of said Section 12 and point of beginning; thence N0°00’00”E along the West line of said SW  1 4 SE  1 4 a distance of 268.00 feet; thence N 89°56’50”E and parallel to the South line of said SW  1 4 SE  1 4 a distance of 265.00 feet thence S 0°00’00”E and parallel to the West line of said SW  1 4 SE  1 4 a distance of 268.00 feet to a point on the South line of said SW  1 4 SE  1 4 ; thence S 89°56’50”W along the South line of said SW  1 4 SE  1 4 a distance of 265.00 feet to the point of beginning. Said tract contains 1.630 acres, more or less, including presently established county road right of way. The Grantee shall provide 20 ft. wide easement located along West boundary of the above property description for farm entrance.

Minden Substation

A tract of land located in part of the Southeast Quarter (SE  1 4 ) of the Southwest Quarter (SW  1 4 ) and Southwest Quarter (SW  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section 8, Township 77 North, Range 40 West of the 5 th P.M., Pottawattamie County, Iowa, more fully described as follows:

 

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Commencing at the South Quarter (S  1 4 ) corner of said Section 8 and point of beginning; thence N 90°00’00”W along the centerline of Highway #83 and along the South line of said Southeast Quarter (SE  1 4 ) of the Southwest Quarter (SW  1 4 ) a distance of 197.70 feet, thence N 1°13’00”E a distance of 258.71 feet; thence N 90°00’00” E a distance of 208.70 feet; thence S 1°13’00”W a distance of 258.71 feet to a point on the centerline of said Highway #83, said point also being on the South line of said Southwest Quarter (SW  1 4 ) of the Southeast Quarter (SE  1 4 ); thence N 90°00’00”W along the centerline of said Highway #83 and along the South line of said Southwest Quarter (SW  1 4 ) of the Southeast Quarter (SE  1 4 ) a distance of 11.00 feet to the point of beginning. Said tract contains 1.239 acres, more or less, including present established road right of way.

Teakwood Sub

Parcel “A” of the Plat of Survey filed January 6, 2009 in Book .2009, Page 000112 of the Pottawattamie County Recorder’s Office, further described as follows:

Parcel “A” SW  1 4 except the West 79 acres property description:

A part of the Southwest  1 4 except the West 79 Acres Thereof, Section 16, Township 77 North, Range 38 West of the 5 th P.M., Pottawattamie County, Iowa and described as follows:

Commencing at the Southwest Corner of said Section 16; thence South 89°48’04” East, along the South line of said Section 16, 1301.55 feet to the Point of Beginning; thence North 0°04’37” West, 1869.86 feet; thence South 89°54’56” East, 535.00 feet; thence South 00°04’37” East, 650.00 feet; thence North 89°48’04” West, 495.00 feet; thence South 0°04’37” East, 1219.94 feet to a point on the South line of said Section 16; thence North 89°48’04” West, along said South line 40.00 feet to the Point of Beginning and containing 9.10 acres (396,548 SF) including 0.03 acres (1,320 SF) of road right of way, more or less.

Indian Creek Sub

Parcel “A” Lot 1 of the Plat of Survey of a portion of Lot 1 in Manawa Commerce Center Subdivision, City of Council Bluffs, Pottawattamie County, Iowa, as shown on the Plat of Survey prepared by HGM Associates, Inc. dated February 19, 2007 and filed of record on the 29 th of March, 2007 in Book 2007 at Page 5173 of the records of the Recorder of Pottawattamie County, Iowa, being more particularly described as follows:

Commencing at the Northwest Corner of said Lot 1; thence Along the West line of said Lot 1, South 02 Degrees 00 Minutes
00 Seconds West, 342.87 feet; thence South 88 Degrees 00 Minutes 00 Seconds East, 64.19 feet to the True Point of Beginning; thence North 02 Degrees 04 Minutes 34 Seconds East, 280.00 feet; thence South 87 Degrees 55 Minutes 26 Seconds East, 170.00 feet; thence South 02 Degrees 04 Minutes 34 Seconds West, 280.00 feet; thence North 87 Degrees 55 Minutes 26 Seconds West, 170.00 feet to the True Point of Beginning.

Said Parcel contains an area of 47,600 Square Feet (1.093 Acres) more or less.

 

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Pony Creek Substation

A Parcel of land being a portion of the Southeast Quarter of the Southwest Quarter of Section 28, Township 74 North, Range 43 West of the 5 th Principal Meridian, Pottawattamie County, Iowa, being more fully described as follows:

Commencing at the Northwest corner of said Southeast Quarter of the Southwest Quarter; thence along the North line of said Southeast Quarter of the Southwest Quarter, South 88 Degrees 41 Minutes 57 Seconds East, 170.97 feet; thence South 01 Degree 18 Minutes 03 Seconds West, 65.61 feet to the Point of Beginning; thence South 88 Degrees 38 Minutes 31 Seconds East, 512 feet; thence South 01 Degree 21 Minutes 29 Seconds West, 337.50 feet; thence North 88 Degrees 38 Minutes 31 Seconds West 512.00 feet; thence North 01 Degree 21 Minutes 29 Seconds East, 337.50 feet to the True Point of Beginning.

Said Parcel contains an area of 3.967 acres, more or less.

River Bend Substation

Parcel “A” of the NW  1 4 of the NE  1 4 of Section 31, Township 74 North, Range 43 as depicted in the Plat of Survey filed in Book 2007, Page 013866 of the Pottawattamie County Records, Subject to and together with easements of record.

Manawa Substation

Lot 9 except the South 50.00 feet of First Foundation Sub, Council Bluffs, Pottawattamie County, Iowa.

Quick Substation

Parcel ‘A’, SW  1 4 Sec. 22, T-75N, R-42W Beginning at the West  1 4 corner of Section 22, T-75N, R-42W of the 5 th P.M., Pottawattamie County, Iowa, Thence along the North line of the SW  1 4 of said Section 22, S89° 36’ 01”E, 1255.17 feet to a point; thence S02° 23’ 59”W, 330 feet to a point; Thence N87° 36’ 01” W, 420.00 feet to a point; thence N02° 23’ 59”E, 180.00 feet to a point, thence N87° 36’ 01”W, 833.11 feet to a point on the West line of said SW  1 4 ; thence along said west line, N01° 36’ 54”E, 150.01 feet to the point of beginning. Said parcel contains 6.054 acres, including 0.114 acres of public road easement.

Walnut Maintenance Building (Wind)

Part of Lot 19 of the SW1/4 SW1/4 and part of Lot 3 of the SE1/4 SW1/4 all in Section 9, Township 77, Range 38, in Pottawattamie County, Iowa, described as follows: Beginning at the Southeast corner of the of the SW1/4 SW1/4 of section 9, Township 77, Range 38, in Pottawattamie County, Iowa: thence N 89° 46’ W along the South lone of said SW1/4 SW1/4 146.87 feet: thence N 0° 34’ W 210.07 feet: thence N 52° 20’ E, 28.67 feet: thence S 89 degrees 33’ E, 68.35 feet; thence S 64° 17’ E 94.15 feet; thence S 16° 06’ E, 61.98 feet: thence S 0° 10’ West, 127.40 feet to the South line of the SE1/4 SW1/4 of said Section 9; thence N 89° 46’ W along said South line 43.72 feet to the point of beginning, Pottawattamie County, Iowa.

 

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Walter Scott, Jr. Energy Center

Plat of Survey filed as Document Number 2010, Page 3120 in the Office of the Mills County Recorder of the West Half of the Northwest Quarter (W1/2 NW1/4) of Section Six (6), Township Seventy-three (73) North, Range Forty-Three (43) West of the Fifth Principal Meridian, Lot 1 in the Northeast Quarter of the Northeast Quarter (NE  1 4 NE  1 4 ) and Lot 1 in the Southeast Quarter of the Northwest quarter (SE  1 4 NE  1 4 ) in the Section 1, Township 73 North, Range 44 West of the Fifth Principal Meridian, Mills County, Iowa. Also more particularly described as:

The West Half of the Northwest Quarter (W1/2 NW  1 4 ) of Section Six (6), Township Seventy-three (73) North, Range Forty-three (43) West of the Fifth Principal Meridian, and Lot One (1) in the Northeast Quarter of the Northeast Quarter (NE1/4 NE  1 4 ) and Lot One (1) in the Southeast Quarter of the Northeast Quarter (SE1/4 NE  1 4 ), all in Section One (1), Township Seventy-three (73) North, Range Forty-Four (44) West of the Fifth Principal Meridian. All of the aforesaid lands being more particularly bounded and described as follows: Beginning at an iron pipe located 19.67 chains West of the Northeast corner of the aforesaid Section One (1); and running thence South 39.95 chains to an iron pipe; and thence running East 19.09 chains to the East line of said Section 1); and thence running East 18.18 chains to a steel corner post set in concrete at the Southeast corner of the Southwest Quarter of the Northwest Quarter (SW  1 4 NW 1/4) of the aforesaid Section Six (6); and thence running North 40.15 chains to an iron pipe; and thence running West 18.18 chains to the Northwest corner of Said Section Six (6); and thence running West 19.67 chains to the aforesaid place of beginning, all situated in Mills County, Iowa.

Said parcel contains an area of 151.02 acres including 1.90 acres of Applewood Road right-of-way, more or less.

Walter Scott, Jr. Energy Center

A Tract of land in N1/2 Se  1 4 Section 24, Township 74, Range 44 more fully described as follows: Commencing at a point 722.95 feet South of the E1/4 corner of said Section 24, being the Point of Beginning; thence South 416.52 feet; thence West 2614.26 feet more or less to a point on the West line of the N1/2 SE  1 4 of said Section 24, thence North 416.56 feet to a point 719.99 feet South of the Center of said Section 24, thence East 2614.26 feet more or less to point of beginning, containing 25 acres more or less.

Subject to and together with any easements and restrictions of record.

SAC COUNTY

Commencing at the northwest corner of Lot Six (6), Block Twenty-one (21) Platt’s Addition to Sac City, Sac County, Iowa, thence North ten (10) feet to the middle of the vacated alley for a point of beginning; thence East down the middle of the alley a distance of fifty (50) feet; thence South fifteen and one-half (15  1 2 ) feet; thence West parallel with the north line of said Lot six (6) a distance of fifty (50) feet; thence North fifteen and one-half (15  1 2 ) feet to the point of beginning; being part of Lot Six (6), Block Twenty-one (21), and a part of the vacated alley adjoining thereto, in Platt’s Addition to Sac City, Sac County, Iowa.

 

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2.165 acres in the Southwest corner of the Northwest Quarter (NW  1 4 ) of Section Six (6), Township Eighty-nine (89) North, Range Thirty-seven (37) West of the 5 th Principal Meridian, described as follows:

Beginning at the Southwest Corner of the Northwest Quarter (NW  1 4 ) of Section (6), Township Eighty-nine (89) North, Range Thirty-seven (37), West, thence East 433 feet; thence North 217.8 feet; thence West 433 feet; thence South 217.8 feet to place of beginning.

The West Twenty-two Feet (W 22’) of Lot Two (2), Block Eighteen (18), in the Original Town of Sac City, Sac County, Iowa.

Commencing at the Southeast corner of Lot Seven (7), in Block Twenty-one (21), Platt’s Addition to Sac City, Iowa; thence North along the East line of Lot Seven (7) Thirty (30) feet; thence East Twenty (20) feet; thence South Forty (40) feet, more or less, to the center of the vacated alley between Lots 5 and 8, in Block 21; thence West Thirty (30) Feet, more or less, to a point Ten (10) Feet North of the Northwest corner of Lot 5, Block 21, thence North to the South line of Lot 7; thence East to the place of beginning, said property described being a part of Lot Eight (8), Block Twenty-one (21), and part of alley vacated between Lots 7 and 8 and Lot 5, in Block 21, Platt’s Addition to Sac City, Iowa; also the South Thirty (30) Feet of Lot Seven (7) Block Twenty-one (21), and the North Half (N  1 2 ) of the alley lying between Lots 6 and 7, in Block 21, all in Platt’s Addition to Sac City, Iowa.

Parts of Outlot One (1) in the Northeast Quarter (NE  1 4 ), of Section Twenty-six (26), Township Eighty-nine (89) North, Range Thirty-eight (38), West of the Fifth Principal Meridian, described as follows:

(1) Beginning at a point Thirty-three (33) Feet North of the Southwest corner of said Outlot One (1), thence running East Fifty (50) Feet; thence running North Sixty (60) feet; thence running West Fifty (50) feet; thence running South Sixty (60) feet to the place of beginning; and

(2) Beginning at a point Ninety-three (93) Feet North of the Southwest corner of said Outlot One (1), thence running East Fifty (50) Feet; thence running North Twenty-five (25) feet; thence running West Fifty (50) Feet; thence running South Twenty-five (25) feet to the place of beginning.

That part of Out Lot “A” in Section Twenty-four (24), Township Eight-six (86) North, Range Thirty-five (35) West of the
5 th P.M., Sac County, Iowa, described as follows:

Beginning at the northwest corner of said Out Lot A, thence South Two Hundred Fifty (250) feet, thence East Two Hundred (200) feet, thence North Two Hundred Fifty (250) feet, thence West Two Hundred (200) feet to the place of beginning.

A part of Outlot 1 in the Northeast Quarter (NE  1 4 ) of Section 26, T-89-N, R-38-W of the 5 th P.M., Sac County, Iowa, and located wholly with the corporate limits of Schaller, Iowa, and being more fully described as follows:

Commencing at the Southwest (SW) Corner of said Outlot 1; thence North, along the East line of Main Street, 118.00 feet to the Point of Beginning; thence East, 50.00 feet; thence

 

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South, 48.00 feet; thence East, 70.00 feet; thence North 73.00 feet; thence West, 120.00 feet to the East line of Main Street; thence South, along the East line of Main Street, 25.00 feet to the Point of Beginning.

The above-described parcel contains 0.146 Acres, more or less, and is subject to all easements of record.

Clipper Substation

A part of the SW  1 4 of Section 3, Township 89 North, Range 38 West of the 5 th P.M., Sac County, Iowa and described as follows:

Beginning at the West  1 4 corner of said Section 3; thence S89°48’24”E along the North line of said SW  1 4 , 499.70 ft.; thence S0°58’34”W, 526.83 ft.; thence N89°42’27”W, 499.69 ft. to a point on the West line of said SW  1 4 ; thence N0°58’34”E along said West line, 525.97 ft. to the point of beginning and containing 6.038 acres (263,019 SF.) more or less and being subject to any and all easements of record including roadway easement being the West 33 feet thereof. Said roadway easement contains 0.398 acres (17,358 SF.) more or less, to be known as Parcel A in a part of the SW  1 4 of Section 3, Township 89 North, Range 38 West of the 5 th P.M., in Sac County, Iowa.

ELY – Early/Agrium Substation

A tract of land located in the SE  1 4 of the Se  1 4 of Section 13, Township 89 North, Range 37 west of the 5 th P.M., Sac County, Iowa described as follows:

Beginning at the northeast corner of the SE  1 4 of the SE  1 4 of said section 13; thence north 89°48’30” West 195.00 feet along the north line of the SE  1 4 of the SE  1 4 ; thence south 00°00’00” West 120.00 feet; thence south 89°48’30” East 195.00 feet to the east line of the SE 1/4 of the SE  1 4 ; thence north 00°00’00” east 120.00 feet to the point of beginning, containing 0.537 acres more or less.

Schaller Maintenance Building (Wind)

Lot One (1) of Outlot Five-A (5-A) in the Northwest Quarter (NW 1/4) of Section Twenty-six (26), Township Eighty-nine (89) North, Range Thirty-eight (38) West of the 5th P.M., Sac County, Iowa

SCOTT COUNTY

Substation 71 Site

Part of the North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of Section Ten (10), Township Seventy-eight (78) North, Range Four (4) East of the Fifth (5 th ) Principal Meridian, being more particularly described as follows:

Commencing, as a point of reference, at the Southwest (SW) corner of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, North, assumed bearing for this survey, one thousand three hundred twenty-nine and ninety-five hundredths (1,329.95) feet along the West line of the Southeast Quarter (SE  1 4 ) of

 

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said Section Ten (10) to the point of beginning of the tract of land hereinafter described; thence, continuing North fifty (50.00) feet along the West line of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, North 89° 47’ 40” East, one hundred eighty-three (183.00) feet along a line parallel to the South line of the North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, North three hundred fifty (350.00) feet along a line parallel to the West line of the Southeast Quarter of said Section Ten (10); thence, North 89° 47’ 40” East, four hundred (400.00) feet along a line parallel to the South Line of the North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, South one hundred fifteen (115.00) feet along a line parallel to the West line of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, South 77° 20’ 25” East, four hundred four and fifteen-hundredths (404.15) feet; thence, South 42° 10’ 05” East, two hundred sixty-two and twenty-six-hundredths (262.26) feet to the South line of the North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of said Section Ten (10); thence, South 89° 47’ 40” West, one thousand one hundred fifty-three and thirty-nine-hundredths (1,153.39) feet along the South line of the North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of said Section Ten (10) to the point of beginning. The above described tract contains 6.4 acres, more or less, and is subject to the rights of the public for roadway purposes over the West thirty-three (33) feet thereof; also subject to electrical transmission line easement of record.

Substation #72

Part of the Northeast Quarter (NE  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section 17, Township 78 North, Range 4 East of the 5 th P.M. in the City of Bettendorf, Scott County, Iowa, more particularly described as follows: Beginning at the Northeast (NE) corner of the Southeast Quarter (SE  1 4 ) of said Section 17, Township 78 North, Range 4 East of the 5 th P.M.; thence South 00 degrees 58 minutes 04 seconds West 350.00 feet; thence West 700.00 feet; thence N 00 degrees 58 minutes 04 seconds East 350.00 feet; thence East 700.00 feet to the place of beginning.

Excepting therefrom that part thereof conveyed to the City of Bettendorf, Iowa.

Blue Grass Substation

A Parcel of land in the North Half of the Southwest Quarter of the Southwest Quarter of Section 31, Township 78 North, Range 2 East of the 5 th P.M., described as follows: Beginning at a point on the east line of Mississippi Street in the town of Blue Grass, which is 1146.1 feet north of the south line of Section 32 and 30 feet east of the west line of Section 32, said point begin also the southwest corner of property owned by Lafayette Myers, formerly owned by Walter Kautz, et al; thence east along the south line of property of said Lafayette Myers 300 feet, more or less, to the southeast corner of said property; thence south on the extended east line of said property 50 feet, more or less, to the north line of property owned by Fred Von Roden; thence west along said north line 300 feet, more or less, to the east line of Mississippi Street; thence north along the east line of Mississippi Street 50 feet, more or less, to the place of beginning.

 

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Blue Grass Substation

Part of the Southwest Quarter (SW  1 4 ) of the Southwest Quarter (SW  1 4 ) of Section 32, Township 78 North, Range 2 East of the 5 th Principal Meridian, in the Town of Blue Grass, Scott County, Iowa, more particularly described as follows: Commencing at the Northwest (NW) corner of the Southwest Quarter (SW  1 4 ) of the Southwest Quarter (SW  1 4 ) of said Section 32; thence South 237.26 feet on the West line of the Southwest Quarter (SW  1 4 ) of the Southwest Quarter (SW  1 4 ) of said Section 32; thence North 89 degrees 35 minutes 58 seconds East 30 feet to a point in the East line of Mississippi Street; thence North 50 feet along the East line of said Mississippi Street; thence North 89 degrees 35 minutes 58 seconds East 179.38 feet to the place of beginning; thence North 90.08 feet; thence North 89 degrees 35 minutes 58 seconds East 12 feet; thence North 50.30 feet to the South line of Harrison Street; thence North 89 degrees 30 minutes 28 seconds East 103.62 feet; thence South 148.68 feet; thence South 89 degrees 35 minutes 58 seconds West 115.62 feet to the place of beginning.

Princeton Substation #55

Part of the Northeast Quarter of Section 4, township 79 North, Range 5 East of the Fifth Principal Meridian in Princeton Township, more particularly described as follows:

Commencing at the southeast corner of said Northeast Quarter; thence west along the south line of said northeast quarter 300 feet; thence north parallel to the east line of said northeast quarter to the center line of the lost Grove-Princeton Road; thence southeasterly along the center line of said road to the east line of said northeast quarter; thence south along the east line of said northeast quarter of the place of beginning, subject to easement to Scott County, Iowa for road purposes, which easement is recorded in Scott County, Iowa records in Book 85 Land Deeds page 214 and subject to electric line easement to Iowa-Illinois Gas and Electric Company, which last mentioned easement is recorded in Scott County, Iowa records in Book 58 Miscellaneous records page 89; all said real estate beginning located in Scott County, Iowa.

Substation 88

Part of the Northwest Quarter of Fractional Section 26, Township 78 North, Range 4 East of the 5 th p.m. and being more particularly described as follows: Commencing at the Northwest (NW) corner of said Section 26; thence South 00°51’27” East along the West line of said Section 26, a distance of 959.11 feet; thence South 40° 07’ East a distance of 1397.29 feet to a point on the Southerly right-of-way line of the Davenport, Rock Island and Northwestern Railway; thence North 27° 09’ 30” East a distance of 470.25 feet to a point on the Southerly right-of-way line of said Davenport, Rock Island and Northwestern Railway, said point being the point of beginning of the tract herein described; thence Northeasterly along the Southerly right-of-way line of said Davenport, Rock Island and Northwestern Railway, on a curve concave Southerly and having a radius of 2242 feet with a chord bearing North 37° 33’ 30” East 344.60 feet; thence South 52° 26’ 30” East 240.00 feet; thence South 37° 33’ 30” West 344.60 feet; thence North 52° 26’ 30” West 240.00 feet to the point of beginning.

 

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Substation 85

Part of the Southwest fractional Quarter (SW Fr. 1/4) of Section Eighteen (18), Township Seventy-Seven (77) North, Range (3) East of the Fifth (5 th ) Principal Meridian, in the City of Davenport, Scott County, Iowa, being more particularly described as follows:

Commencing at the Northeast (NE) corner of said Southwest Fractional Quarter (SW Fr. 1/4) of Section Eighteen (18); thence, North 89° 10’ West, six hundred ninety-two and twenty-seven-hundredths (692.27) feet along the North line of said Southwest fractional Quarter (SW Fr.  1 4 ) of said Section Eighteen (18); thence, South 01°10’ 51” West, seven hundred seventy-seven and sixty-seven-hundredths (777.67) feet to a point in the Northerly line of William F. Clough’s Subdivision, the point of beginning of the tract of real estate herein to be described; thence, South 61° 52’ West, four hundred forty-nine and twenty-one-hundredths (449.21) feet along the Northerly line of said William F. Clough’s Subdivision to the Northwest (NW) corner of said Subdivision; thence, North 01° 10’ 51” East, four hundred (400) feet; thence, North 61° 52’ East, four hundred forty-nine and twenty-one-hundredths (449.21) feet, more or less, parallel with the Northerly line of said William F. Clough’s Subdivision to a point North 01° 10’ 51” East, four hundred (400) feet from the point of beginning; thence, South 01° 10’ 51” West, four hundred (400) feet to the point of beginning.

Also, the following described tract: Beginning at the Northwest (NW) corner of said William F. Clough’s Subdivision; thence, North 01° 10’ 51” East, three hundred (300) feet thence, West seventy-five (75) feet; thence, South 01° 10’ 51” West, three (300) feet to a point seventy-five (75) feet West of the said Northwest (NW) corner of William F. Clough’s Subdivision; thence South parallel with and seventy-five (75) feet distant West of the West line of said Subdivision to the Northerly right-of-way line of Iowa State Highway No. 22 as presently established; thence, Northeasterly along said Highway right-of-way line to the Southwest (SW) corner of said William F. Clough’s Subdivision; thence, North along the West line of said Subdivision to the point of beginning.

Tracts above described containing 4.942 acres, more or less, in total.

Substation “G” and Gas Service Center

Tract #1 – Substation “G”

Part of Section 34, Township 78 North, Range 3 East of the 5 th Principal Meridian and part of Section 35, Township 78 North, Range 3 East of the 5 th Principal Meridian, more particularly described as follows: Beginning at a stone at the intersection of the West line of said Section 35 with the South line of West Second Street as now established in the City of Davenport, Iowa; thence East 168.15 feet along the South line of said West Second Street to the West line of Marquette Street as now established in the City of Davenport, Iowa; thence S 00° 27’ West, 388.85 feet along the West line of said Marquette Street and parallel with the West line of said Section 35 to the Northerly right-of-way of the C.R.I. & P.RY. Co. land (formerly the Davenport and Dakota RR. Co.) as recorded in the office of the Scott Count y Recorder in Book 51 of Land Deeds, Page 583; thence Westerly along the arc of a 2872.93 foot radius curve concave Southerly and having a chord which bears S 86° 34’ West 168.55 feet to the West line of said Section 35; thence continuing Westerly 51.6 feet along the Northerly right-of-way of said C.R.I.

 

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& P.RY. Co. land on said 2872.93 foot radius curve, the chord of which bears S 83° 19’ West; thence N 00°27’ East, 404.8 feet along a line 51.1 feet West of and parallel to the West line of said Section 35 to the South line of said West Second Street; thence East 51.1 feet along the South line of said West Second Street to the point of beginning.

Tract #2 – Gas Service Center

Part of Section 35, Township 78 North, Range 3 East of the 5 th Principal Meridian more particularly described as follows: Commencing at a stone at the intersection of the West line of said Section 35 with the South line of West Second Street as now established in the City of Davenport, Iowa; thence East 248.15 feet along the South line of said West Second Street to the Southeast corner of West Second Street and Marquette Street as now established in the City of Davenport, Iowa, said point is the point of beginning of the following described tract; thence continuing East along the South line of said West Second Street 213.23 feet to a point that is 64.0 feet West of the Northwest corner of Lot 6, Block 1, Tichenor’s Second Addition as platted in the City of Davenport, Iowa; thence S 00° 12’ West, 170.00 feet parallel with the West line of said Lot 6, Block 1, Tichenor’s Second Addition to a point on the South line of First and One-Half Street as now established in the City of Davenport, Iowa; thence East 136.6 feet along the South line of said First and One-Half Street to the Northwest corner of a tract of land formerly owned by Albrecht and Hentzelman; thence South 00° 12’ West, 218.0 feet along the West line of said Albrecht and Hentzelman’s land to the Northerly right-of-way of the C.R.I. & P. RY. Co. land (formerly the Davenport and Dakota RR. Co.) as recorded in the office of the Scott County Recorder in Book 51 of Land Deeds, Page 583; thence N 89° 55’ West, 337.5 feet along the Northerly right-of-way of said C.R.I. & Ry. Co. land; thence 14.1 feet along the arc of a 2872.93 foot radius curve concave Southerly, to the East line of said Marquette Street; thence N 00° 27’ East, 387.3 feet along the East line of Marquette Street (which said East line is 248.15 feet East of and parallel to the West line of said Section 35) to the point of beginning.

3 rd Street Substation “T”

(21) Lots 4, 5 and 6 and the East Half of Lot 7 in Block 60 of Le Claire’s Second Addition to the City of Davenport.

Substation 79

Part of the West Half of Section 4, Township 78 North, Range 4 East of the 5 th P.M., more particularly described as follows:

Commencing at the Southwest corner of said Section 4; thence North 89° 55’ East 263.25 feet along the South line of said Section 4 to the centerline of Utica Ridge Road; thence North 09° 16’ 30” East 1570.65 feet along the centerline of Utica Ridge Road; thence North 20° 56’ East 625.33 feet along the centerline of said Utica Ridge Road to the point of beginning of the tract herein described; thence North 54°00’30” West 344.33 feet; thence North 20° 56’ East 414.00 feet; thence South 72°49’ East 333.07 feet to a point on the centerline of Utica Ridge Road; thence South 20° 56’ West 525.00 feet along the centerline of Utica Ridge Road to the point of beginning, subject to the rights of the public over the Easterly 33.00 feet for highway purposes, containing 3.58 acres, more or less.

 

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Sub. 91 (North of Mt. Joy)

Part of the Northwest Quarter of Section 5, Township 79 North, Range 4 East of the 5 th P.M., Lincoln Township, Scott County, Iowa, being more particularly described as follows:

Commencing, as a point of reference, at the Northwest corner of the Northwest Quarter of said Section 5; thence South (assumed bearing for this survey) 820.32 feet along the west line of the Northwest Quarter of said Section 5 to the point of beginning of the tract of land hereinafter described; thence North 89° 03’ 40” East 330.00 feet; thence North 160.00 feet; thence North 89° 03’ 40”East 995.83 feet to the east line of the Northwest Quarter of the Northwest Quarter of said Section 5; thence South 00° 03’ 00” East 660.00 feet along the east line of the Northwest Quarter of the Northwest Quarter of said Section 5 to the south line of the Northwest Quarter of the Northwest Quarter of said Section 5; thence South 89° 03’ 40” West 1326.41 feet along the south line of the Northwest Quarter of the Northwest Quarter of said Section 5 to the west line of the Northwest Quarter of said Section 5; thence North 500.00 feet along the west line of the Northwest Quarter of said Section 5 to the point of beginning.

Containing 18.9 acres, more or less, and subject to the rights of the public for roadway purposes over the west 33 feet thereof.

QEN – “Sub Enron”

Lot 2 in the Final Plat of Schwarz First Addition to Scott County, Iowa. Section 18-79-4.

Substation 77

Part of the Southwest Quarter (SW  1 4 ) of Section 25, Township 79 North, Range 3 East of the 5 th p.m., in Scott County, Iowa, more particularly described as follows:

Commencing at a lead plug in the pavement marking the southwest corner of said Section 25; thence running east 704.3 feet to the east line of the right-of-way of the Chicago, Milwaukee & St. Paul Railroad Company and the point of beginning; thence running N. 11°59’ W. along said right-of-way line 584 feet; thence N. 78° 01’ E. 24.88 feet; thence N. 29° 06’ E. 128.67 feet; thence S. 89° 52’ E. 229.96 feet; thence S. 0°17’W. 404.81 feet; thence N. 89°26’ W. 125.71 feet; thence S. 0°24’E. 286.5 feet; thence west 67.02 feet to the point of beginning, subject to existing public highways.

Being the same real estate conveyed by Dorothy P. Wittenmeyer and husband d to Eva G. Hertner, grantor herein, by warranty deed dated February 16, 1963, and recorded in Book 269 of Deed Records at page 68, office of the Scott County Recorder.

Caterpillar Substation

Part of the Southeast Quarter Section 26, Township 79 North, Range 3 East of the 5 th P.M., Scott County, Iowa, more particularly described as follows: Commencing at the Southeast corner of said Section 26; thence West 1,105.17 feet along the South line of said Section 26; thence North 2,211.00 feet to the Point of Beginning; thence West 188.00 feet; thence North 170.00 feet; thence East 188.00 feet; thence South 170.00 feet to the Point of Beginning.

 

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Substation 53

Part of the South One-Half of Section 5, Township 77 North, Range 3 East of the Fifth Principal Meridian, Davenport, Scott County, Iowa, more particularly described as follows:

Commencing as a point of reference at the Southwest Corner of Lot 1 Davenport Industrial Park Second Addition to the City of Davenport, Iowa; thence South 00°11’00” West 50.00 feet (for purposes of this legal description, the South right-of-way line of Kimmel Drive is assumed to bear North 89°49’00” West); thence South 89°49’00” West 502.9 feet along South right-of-way line of Kimmel drive; thence South 00°11’00” West 435.60 feet; thence North 89°49’00” West 1,439.57 feet to the point of beginning of the parcel herein described; thence continuing North 89°49’00” west 130.00 feet; thence South 14°45’10” West 227.33 feet; thence South 89°49’00” East 187.18 feet; thence North 00°11’00” East 220.00 feet to the said point of beginning. This parcel contains 0.80 acres, more or less.

Substation 56

That part of the southeast quarter of Section 11, Township 78 north, Range 2 east of the 5 th Principal Meridian, which lies north of the northerly right-of-way line of the Chicago, Rock Island and Pacific Railroad, more particularly described as follows: Beginning at a point on the  1 2 section line where the same intersects the northerly right-of-0way line of the C.R.I.&P. Railroad right-of-way, said point being 425.1 feet east of the center of Section 11, Township 78 north, Range 2 east of the 5 th Principal Meridian; thence east along the half section line 2229.5 feet to the northeast corner of the southeast quarter of Section 11, 652.6 feet to the northerly right-of-way line of the said C.R.I.&P Railroad; thence northwesterly along the northerly line of said railroad right-of-way a distance of 2312.3 feet to the place of beginning, containing 16.7 acres, more or less.

Commencing at the Southeast Corner of Northeast Quarter of Section 11, Township 78 North, Range 2 East of the Fifth Principal Meridian; thence North along the East line of said Section 11, 501 feet; thence West parallel with the East-West Center Line of said Section 11, 1130 feet; thence South 501 feet to the East-West Center line of said Section 11; thence East along the Half Section line 1130 feet to the place of beginning. Subject to the Rights of the Public in the East portion of said property for road purposes. situated in Scott, Iowa. A tract of land situated in Blue Grass Township, County of Scott, State of Iowa, being part of the Northeast Quarter of Section 11, Township 78 North, Range 2 East of the 5 th P.M. and being more particularly described as follows: Beginning at the Northwest corner of the Northeast Quarter of Section 11, Township 78 North, Range 2 East of the 5 th P.M.; thence Easterly along the North line of said Northeast Quarter of Section 11 for a distance of 1610.0 feet; thence South 0°36’ East 1476.5 feet; thence South 89°52’ East 799.2 feet; thence South 0°36’ East 675.5 feet to the North line of the Iowa-Illinois Gas & Electric Co. property as recorded in Book 273 Land Deeds, page 58, Scott County Recorder’s Office; thence North 89°52’ West along said North line, 930.2 feet; thence South 1°12’ West along the West line of said tract 501.0 feet to the South line of the Northeast Quarter of Section 11, Township 78 North, Range 2 East; thence Westerly

 

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along the South line of said Northeast Quarter of Section 11, 1523l.1 feet to the Southwest corner of said Northeast Quarter of said Section; thence Northerly along the West line of said Northeast Quarter of Section 11, a distance of 2657.1 feet to the point of beginning of the tract herein described; containing 110.61 acres, more or less. Subject to easements of record.

Substation 58

Part of the Southwest Quarter of Section 13, Township 78 North, Range 3 East of the 5 th P.M. in the City of Davenport in Scott County, Iowa, described as: Beginning at the southwest corner of said Section 13; thence running east on the south line of said section 13 a distance of 300 feet; thence north and parallel to the west line of said Section 13 a distance of 194 feet, more or less, to the southerly line of George Washington Boulevard, also sometimes called Duck Creek Boulevard; thence westerly on the southerly line of George Washington Boulevard to the west line of said Section 13; thence south on the west line of said Section 13, 194 feet, more or less, to the place of beginning.

Substation 74

Part of the North Half (N  1 2 ) of the Southwest Quarter (SW  1 4 ) of Section 6, Township 78 North, Range 4 East of the 5 th P.M. in the City of Davenport, Scott County, Iowa, more particularly described as follows:

Commencing at the northwest corner of the Southwest Quarter (SW  1 4 ) of said Section 6; running thence N. 89°26’30” E. along the north line of the Southwest Quarter (SW  1 4 ) of said Section 6 a distance of 665 feet; thence south a distance of 647 feet; thence S. 89° 26’30” W. a distance of 665 feet to the west line of the Southwest Quarter (SW 1/4) of said Section 6; thence north along the section line 647 feet to the place of beginning, exclusive of public highways.

Substation 76

All the land described in two certain deeds made to Ferdinand Kluever recorded in Book 47 Land Deeds, page 338 and 339, records of Scott County, Iowa, more particularly described as follows: Commencing in the East line of Spring Street in Davenport, Iowa, 660 feet South of north line of Section 30; thence East 366 feet; thence South 404 feet; thence West 216 feet; thence North 208 feet; thence West 150 feet; thence North 196 feet to beginning, being in the North West Quarter of Section 30, Township 78 North, Range 4 East of the 5 th P.M.

QCA – Sub A

PT NW SW & PT SE NW (Riverside Generating Plant) EX Riverside Industrial Parks I & II.

Q84 Substation

Part of the Northwest Quarter (NW  1 4 ) of Section Thirty-four (34), Township Seventy-nine (79) North, Range Five (5) East of the Fifth (5 th ) Principal Meridian, being more particularly described as follows:

Commencing at the Northwest (NW) corner of the Northwest Quarter (NW  1 4 ) of said Section Thirty-four (34), said point being the point of beginning of the tract

 

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of land hereinafter described; thence, North 89° 56’ 35” East four hundred three and nine-hundredths (403.09) feet along the North line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-four (34) to the Northwest (NW) corner of the property owned by Pleasant Valley School District described in Warranty Deed #8789-77 in the Office of the Recorder of Scott County, Iowa; thence, South 00° 03’25” East six hundred eleven and twenty-nine-hundredths (611.29) feet along the West line to the Southwest (SW) corner of said Pleasant Valley Community School District property; thence, South 89° 56’ 35” West four hundred three and seven tenths (403.7) feet along a line parallel with the North line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-four (34) to the West line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-four (34); thence, North (assumed bearing for this survey) six hundred eleven and twenty-nine-hundredths (611.29) feet along the West line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-four (34) to the point of beginning. Containing 5.7 acres, more or less, and subject to easements of record for roadway purposes.

Substation 59

Tact 1:

Part of the Northeast Quarter of Section 21, Township 78 North, Range 3 East of the 5 th P.M. in the City of Davenport, Iowa, more particularly described as – Beginning at the Northwest Corner of the Northeast Quarter of said Section 21, township and range aforesaid; thence South 89° 56’ East 300 feet along the North line of the Northeast Quarter of said Section 21; thence South 01° 09’ West 539.98 feet to the Northerly line of Hickory Grove Road; thence North 52° 03’ West 374.59 feet along the Northerly line of Hickory Grove Road to its intersection with the West line of the Northeast Quarter of said Section 21; thence North 01° 09’ East 309.92 feet along the West line of the Northeast Quarter of said Section 21 to the point of beginning.

Tract 2:

Part of the Northwest Quarter of Section 21 and the Southwest Quarter of Section 16, Township 78 North, Range 3 East of the 5 th P.M. in the City of Davenport, Iowa, said tract being more particularly described as follows: Commencing at the Northeast corner of the Northwest Quarter of said Section 21; thence South 01° 09’ West 150.00 feet along the East line of the Northwest Quarter of said Section 21; thence North 88° 51’ West 101.05 feet to the point of beginning of the tract of land herein described; thence North 88° 51’ West 112.72 feet to the Northerly line of Hickory Grove Road; thence North 52° 03’ West 258.27 feet along the Northerly line of said Hickory Grove Road to its intersection with the center line of Duck Creek; thence North 82° 35’ 52” East 323.12 feet along the centerline of said Duck Creek; thence South 01° 09’ West 202.74 feet to the point of beginning.

Substation 78 Site

Part of the NE-1/4 of the SW-1/4 of Section 3, Township 78 North, Range 3 East of the 5 th P.M., in the City of Davenport, Scott County, Iowa, more particularly described as follows: Commencing at the NE corner of the NE-1/4 of the SW-1/4 of said Section 3, Township and range aforesaid; thence running West 660 feet; thence south 132 feet; thence East 660 feet; thence North 132 feet to the place of beginning, except the East 6 feet thereof.

 

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Excepting that portion conveyed to the City of Davenport, Iowa, by Deed dated June 28, 1976, more particularly described as follows:

Commencing at the NE corner of said SW-1/4; thence West 6 feet to the Point of Beginning of the following described land; thence S. 132 feet; thence W. 6.92 feet; thence N. 041 W. 132.32 feet; thence E. 16.15 feet to the Point of Beginning.

Substation #75

Part of the Northeast Quarter (NE  1 4 ) of Section 4, Township 77 North, Range 3 East of the 5 th P.M. and of the Southeast Quarter (SE  1 4 ) of Section 33, Township 78 North, Range 3 East of the 5 th P.M. in the City of Davenport, Scott County, Iowa, the whole being more particularly described as follows: Commencing at a stone marking the Southwest (SW) corner of the Southeast Quarter (SE  1 4 ) of said Section 33, Township 78 North, Range 3 East of the 5 th P.M.; thence North 53 degrees 50 minutes East along the Southerly line of Faxon Street as said street is now established for a distance of 230 feet to the point of intersection with the Easterly line of right-of-way easement granted to the Chicago, Rock Island and Pacific railroad company by Emma K. Kreul and husband by grant filed for record on September 24, 1946, and recorded in Book 167, Lot Deeds, Page 21, Scott County, Iowa, Recorder’s Office, which point is the place of beginning; thence North 53 degrees 50 minutes East along the southerly line of Faxon Street 163.5 feet to the westerly line of a proposed street; thence South 30 degrees 33 minutes East along the Westerly line of said proposed street (which line is 25 feet Westerly of and parallel with the Easterly line of property now owned by Davenport Garden Homes, Incorporated) for a distance of 269.0 feet to the intersection with the line between Section 33, Township 78 North, Range 3 East and Section 4 South 30 degrees 30 minutes East 123 feet; thence South 30 degrees 33 minutes East 123 feet; thence South 53 degrees 50 minutes West parallel with Faxon Street 242.4 feet to the intersection with the Easterly right-of-way line of said Chicago, Rock Island and Pacific Railroad Company easement; thence North 19 degrees 25 minutes West along the Easterly line of said right-of-way easement 407.4 feet to the place of beginning.

Except the Following described tract of land conveyed by Warranty Deed to Tri-City Fabricating & Welding Co., Inc. on April 17, 1968:

Part of the Northeast Quarter (NE  1 4 ) of Section 4, Township 77 North, Range 3 East of the 5th P.M. and the Southeast Quarter (SE   1 4 ) of Section 33, Township 78 North, Range 3 East of the 5th P.M. in the City of Davenport, Scott County, Iowa, the whole being more particularly described as follows:

Commencing at the Northwest corner of the Northeast Quarter of Section 4; thence North 53° 20’ East 230.00 feet along the Southwesterly extension of the Southerly line of Faxon Street and the Southerly line of Faxon Street to its intersection with the Easterly right-of-way line of the Chicago, Rock Island and Pacific Railway Company in the City of Davenport, Iowa; thence South 19° 25’ East 272.30 feet along said right-of-way to the place of beginning of the tract herein described; thence North 53° 50’, East 216.31 feet to the Westerly line of Dittmer Street; thence South 30° 33’ East 130.00 feet along the Westerly line of Dittmer Street; thence South 53° 50’ West 242.54 feet (prior deed: 242.4 feet) to

 

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the Easterly line of said Chicago, Rock Island and Pacific Railway Company right-of-way, thence North 19° 25’ West 135.10 feet along said Easterly right-of-way line to the place of beginning.

Substation 70 (ALCOA)

Commencing at a point of reference at the Northeast Corner of the said Southeast Quarter of Section 23, T73N, R4E of the 5 th principal meridian, City of Riverdale, County of Scott, State of Iowa.

Thence South 00° 42’ 40” West 100.86 feet along the East line of said Southeast Quarter (for purposes of this legal description the said East line of the Southeast Quarter of Section 23 is assumed to bear South 00° 42’ 40” West); thence South 46° 45’ 40” West 1,213.00 feet; thence South 30° 03’ 00” East 923.78 feet to the point of beginning of the parcel herein described; thence continuing South 30° 03’ 00” East 30.00 feet; thence South 59° 57’ 00” West 226.83 feet; thence South 30° 03’ 00” East 78.00 feet; thence South 59° 57’ 00” West 59.12 feet; thence North 30° 03’ 00” West 6.00 feet; thence South 59° 57’ 00” West 36.00 feet; thence South 30° 03’00” East 3.00 feet ; thence South 59° 57’ 00” West 4.92 feet; thence South 30° 03’ 00” East 17.77 feet; thence South 60° 16’ 10” West 69.58 feet; thence South 77° 32’ 00” West 143.17 feet; thence South 60° 09’ 00” West 10.00 feet; thence North 29° 51’ 00” West 139.38 feet to the apparent Railroad Right of Way; thence Northeasterly along said Railroad Right of Way approximately 309 feet; thence South 30° 30’ 00” East 86.29 feet more or less leaving said Railroad Right of Way; thence North 59° 57’ 00” East 226.83 feet to the said point of beginning. This parcel contains 1.74 acres, more or less.

Davenport Office Building

AIR RIGHTS PARCEL: Part of Block 59 of Le Claire’s 2nd Addition to the City of Davenport, Iowa, lying above elevation 102.00 feet, being more particularly described as follows: Commencing at the Southwest corner of said Block 59 said point being the point of beginning of the property hereinafter described; thence North 00 degrees 06 minutes 50 seconds West 121.42 feet along the West line of said Block 59; thence East 248.32 feet; thence South 121.42 feet to a point on the South line of said Block 59; thence West (assumed bearing for the description) 248.08 feet along the South line of said Block 59 to the point of beginning. Containing 30,136 square feet, more or less.

LOBBY AREA-GROUND LEVEL: Part of Block 59 of Le Claire’s 2nd Addition to the City of Davenport, Iowa, lying between elevations 24.83 feet and 51.00 feet, being more particularly described as follows: Commencing, at a point of reference, at the Southwest corner of said Block 59; thence East (assumed bearing for this description) 80.96 feet along the South line of said Block 59 to the point of beginning of the property hereinafter described: thence North 22.50 feet; thence 22.50 feet; thence West 0.50 feet; thence North 14.5 feet; thence east 0.50 feet: thence North 2.33 feet; thence East 1.67 feet; thence North 1.33 feet; thence East 0.96 feet; thence North 20.33 feet; thence East 7.00 feet; thence North 8.83 feet; thence East 29.5 feet; thence North 1.00 feet; thence East 17.50 feet; thence South 1.00 feet; thence east 12.25 feet; thence South 16.00 feet; thence West 4.25 feet; thence South 18.50 feet; thence West 11.88 feet; thence South 35.32 feet to a point on the south line of said Block 59; thence West 52.75 feet along the South line of said Block 59 to the point of beginning. Containing 4.045 square feet,

 

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more of less. SECOND, THIRD, FIFTH AND SIXTH LEVELS: Part of Block 59 of Le Claire’s 2nd Addition to the City of Davenport, Iowa, lying between elevations 51.00 feet and 72.50 feet more particularly described as follows: Commencing, as a point of reference, at the Southwest corner of said Block 59; thence East (assumed bearing for this description) 83.50 feet along the South line of said Block 59; thence North 41.67 feet to the point of beginning of the property hereinafter described; thence North 17.33 feet; thence East 7.00 feet; thence North 10.83 feet; thence East 59.25 feet; thence South 16.00 feet; thence West 32.08 feet; thence South 12.16 feet; thence West 34.17 feet to the point of beginning. Containing 1,400 square feet, more of less. FOURTH PARKING LEVEL: Part of Block 59 of Le Claire’s 2nd Addition to the City of Davenport, Iowa, lying between elevations 72.50 feet and 83.00 feet, being more particularly described as follows: Commencing, at a point of reference, at the Southwest corner of said Block 59; thence East (assumed bearing for this description) 83.50 feet along the South line of said Block 59; thence North 41.67 feet to the point of beginning of the property hereinafter described; thence North 17.33 feet; thence East 7.00 feet; thence North 10.83 feet; thence East 59.25 feet; thence South 16.00 feet; thence West 24.83 feet; thence South 7.41 feet; thence West 7.25 feet; thence South 4.75 feet; thence West 34.17 feet to the point of beginning. Containing 1,453 square feet, more or less. Elevations stated in these descriptions are referenced to Davenport City Datum and are based on a bench mark elevation of 32.25 feet on the northeast bolt on the fire hydrant located at the e Northeast corner of 2nd and Perry Streets.

Davenport Customer Office Building

All of Lot 2 (except the westerly 16 feet thereof) and all of Lot 3, 4, 5 6, 7, and 8 and that part of Lot 9 described as beginning at the Southeasterly corner of said Lot 9; thence running North to the Northeasterly corner of said Lot 9; thence running west along the North line of said Lot 9 a distance of 23 feet; thence running Southwesterly to a point in the South line of said Lot 9, which point is 4 feet East of the Southwest corner of said Lot 9; thence East on the South line of said Lot 9 to the Southeast corner of said Lot, all said real estate being in Block 72 of Le Claire’s Fifth Addition to the City of Davenport, Scott County, Iowa. Also part of the alley 20 feet in width which runs from East to West through Block 73 in in Le Claire’s Fifth Addition to the City of Davenport, Iowa, more particularly described as, Beginning at the Southeast corner of Lot 6 in said Block 73; thence running West on the South line of Lots 6, 7, 8 and 9 of said Block 73 to a point 4 feet East of the Southwest corner of said Lot 9; thence running Southeasterly to a point in the North line of Lot 2 in said Block 73, which last mentioned point is 16 feet East of the Northwest corner of said Lot 2; thence running East on the North line of Lots 2, 3, 4 and 5 in said block, to the Northeast corner of Lot 5; thence running North on the West line of Le Claire Street as now located and established, to the point of beginning; and All of Lot 10 and that part of Lot 9 described as beginning at the Southwesterly corner of said Lot 9; thence running North to the Northwest corner of said Lot 9; thence East, along the North line of said Lot 9, to a point that is 23.00 feet West of the Northeast corner of said Lot 9; thence Southwesterly to a point in the South line of said Lot 9, which point is 4 feet East of the point of beginning; thence West, along the South line of said Lot 9, a distance of 4 feet to the point of beginning. Also all of Lot 1 and the West 16 feet of Lot 2, all of the above described being situated in Block 73 of Le Claire’s Fifth Addition to the City of Davenport, Scott County, Iowa. Also that part of the 20 foot alley which runs East to West through Block 73 in Le Claire’s Fifth Addition to the City of Davenport, Scott County, Iowa, more particularly described as follows: Beginning at the Northwest corner of Lot 1 in said Lock 73; thence North, along the West line of said Block 20, a distance of 20

 

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feet to the Southwest corner of Lot 10 in said Block 73; thence East, along the South lines of Lots 10 and 9in said Block 73, to a point that is 4.00 feet East of the Southwest corner of said Lot 9; thence Southeasterly to the Northeasterly to the Northeast corner of the West 16 feet of Lot 2 in said Block 73; thence West, along the North lines of Lots 1 and 2 in said Block 73, to the point of beginning, subject to any and all recorded easements and rights-of-ways, all situated in Scott County, Iowa.

Davenport Service Center

The West 11 1/2 feet of Lots 5 and all of Lot 6 in Block 1 in Tichenor’s Second Addition to the City of Davenport, Scott County, Iowa; and Part of the Northwest Quarter of Section 35, Township 78 North, Range 3 East of the 5th P.M. being more particularly described as follows: Beginning at a point in the Southwest corner of Lot 6 of Block 1 of Tichenor’s 2nd Addition, said point being in the South line of Block 1; thence Easterly 28.5 feet along the south line of said Block 1 to a point, said point being 11.5 feet easterly of the Southwest corner of Lot 5 of Block 1 of said Addition; thence south 40 feet to a point in the North line of Lot 5 of Block 2 of said Addition, said point also being in the North line of Block 2; thence Westerly 28.5 feet along the North line of said Block 2 to the Northwest corner of Lot 6 of said Block 2; thence North 40 feet to the Point of Beginning. said tract containing 1.140 feet, more or less.

Riverside Electric Generating Station

Part of Sections 23, 24 and 25, Township 78 North, Range 4 East of the 5 th P.M., Scott County, Iowa, more particularly described as follows:

Commencing at the Northeast (NE corner of the Southeast Quarter (SE  1 4 ) of said Section 23, Township and Range aforesaid; thence Southerly along the East line of Section 23, 99 feet; thence South 18 degrees 03 minutes West 79.86 feet to the center line of a public highway known as Fenno Road; thence South 63 degrees 50 minutes East along the center line of said public highway, 1176.36 feet to the place of beginning; thence North 18 degrees East 984.93 feet to the Easterly right-of-way line of the Davenport, Rock Island and Northwestern Railway Company; thence North 40 degrees 16 minutes East along said right-of-way line, 715.2 feet; thence South 65 degrees 11 minutes East a distance of 410 feet; thence North 64 degrees 01 minute East a distance of 247.9 feet; thence South 80 degrees 22 minutes East a distance of 275.8 feet; thence South 76 degrees 32 minutes East a distance of 263.81; thence South 70 degrees 45 minutes East a distance of 129.41 feet; thence South 57 degrees 35 minutes East a distance of 119.9 feet to the point of intersection between the former Rank property and the land of Jochim Moenck; thence South 39 degrees 27 minutes East a distance of 122.17 feet to the Westerly bank of the Mississippi River; thence continuing South 38 degrees 41 minutes 55 seconds East a distance of 130 feet to the Easterly boundary of a tract of submerged land conveyed to Iowa-Illinois Gas and Electric Company by the State of Iowa by Patent 512 dated June 4, 1959; thence South 00 degrees 45 minutes 05 seconds West along the Easterly boundary of said submerged tract a distance of 310 feet; thence South 10 degrees 45 minutes 05 seconds West along said Easterly boundary a distance of 400 feet; thence South 27 degrees 59 minutes 42 seconds West along said Easterly boundary a distance of 1588.80 feet; thence South 43 degrees 12 minutes 42 seconds West along said Easterly boundary a distance of 725 feet to the boundary line of land conveyed by the State of Iowa by Patent 4-86 on November 14, 1941, to United Power Manufacturing Company; thence continuing South 43 degrees 12 minutes 42 seconds West a distance of 461.64 feet to the boundary line of property conveyed by the State of Iowa by

 

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Patent No. 697 on August 6, 1963, to Iowa-Illinois Gas and Electric Company; thence South 33 degrees 32 minutes West, 2126 feet,; thence North 51 degrees 38 minutes West 425 feet; thence North 43 degrees 15 minutes East, 1510 feet; thence North 49 degrees 05 minutes 18 seconds West along the boundary line of property belonging to Aluminum Company of America a distance of 1336.5 feet; thence North 41 degrees 03 minutes East a distance of 150 feet; thence North 49 degrees 03 minutes West a distance of 857.38 feet to the Easterly line right-of-way line of the Davenport, Rock Island and Northwestern Railway Company; thence North 40 degrees 59 minutes East along said right-of-way a distance of 254.05 feet; thence South 49 degrees 06 minutes East a distance of 200.66 feet; thence North 11 degrees 06 minutes East a distance of 402.01 feet to the Easterly right-of-way line of said Davenport, Rock Island and Northwestern Railway Company; thence North 40 degrees 57 minutes East a distance of 344.8 feet; thence North 40 degrees 16 minutes East a distance of 467.55 feet along the said Easterly right-of-way line of Davenport, Rock Island and Northwestern Railway Company to the Southerly line of Fenno Road; thence South 28 degrees 08 minutes 18 seconds East a distance of 240.16 feet; thence South 63 degrees 51 minutes 18 seconds East a distance of 80 feet; thence South 18 degrees 38 minutes 42 seconds West a distance of 100 feet; thence South 80 degrees 45 minutes 18 seconds East, 117.79 feet; thence North 18 degrees 38 minutes 42 seconds East a distance of 205.54 feet to the Southerly line of Fenno Road; thence South 63 degrees 51 minutes 48 seconds East along said Southerly line, 20.17 feet; thence North 18 degrees 38 minutes 42 seconds East a distance of 20.17 feet to the place of beginning.

Roadway

Also, that part of the Southeast Quarter (SE1/4) of Section 23, Township 78 North, Range 4 East of the 5th P.M., described as follows: Commencing at the Northeast (NE) corner of the Southeast Quarter (SE1/4) of section 23, Township and Range aforesaid; thence Southerly along the East line of said Section 23, 99 feet; thence South 18 degrees 03 minutes West, 79.86 feet to the center line of a public highway known as Fenno Road; thence South 63 degrees and 51 minutes 48 seconds East along the center line of said public highway, 1175.36; thence South 18 degrees 41 minutes West 1276.43 feet to a stone set in concrete; thence South 41 degrees 03 minutes West 133.76 feet; thence North 48 degrees 49 minutes West 857.7 feet to the Easterly right-of –way line of the Davenport , Rock Island and North Western Railway Company as said right-of-way now exists; thence North 56 degrees 11 minutes West 149.25 feet to the Westerly right-of-way line of Davenport , Rock Island and North Western Railway Company; thence South41 degrees 28 minutes West along the said Westerly right-of-way line 14.6 feet to the place of beginning; thence South41 degrees 28 minutes West 100.91 feet; thence North 56 degrees 48minutes West 891.24feet to the center line of the Davenport-LeClaire Road; thence North 23 degrees 57 minutes East along said center line of said road 101.22 feet; thence South 56 degrees 46 minutes East 921.08 feet to the place of beginning.

Part of the West Half of Section 24 in Township 78 North, Range 4 East of the 5 th P.M. in Scott County, Iowa, more particularly described as follows: Commencing at the Northwest corner of the Southwest Quarter of said Section 24; thence South along the West line of said Section 1.5 chains; thence South 17° 23’ West 1.21 chains to the center of the public highway; thence South 64° 30’ East along the center of said highway 1175.36 feet; thence South 17° 57’ West 20.17 feet to the Southerly line of said highway; thence North 64° 30’ West along the Southerly line of said

 

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highway 20.17 feet to the POINT OF BEGINNING to the tract of land herein described; thence South 17° 57’ West 205.54 feet; thence North 81° 33’ West 117.79 feet; thence North 17°57’ East 100 feet; thence North 64° 30’ West 80 feet; thence North 28° 47’ West 240.16 feet to the intersection of the Southerly line of the aforesaid highway and the Southeasterly right of way line of the D.R.I. & N.W. Railway; thence South 64° 30’ East along the Southerly line of the aforesaid highway 373.74 feet to the point of beginning, containing 1.13 acres.

EXCEPT:

Part of Sections 24 and 25, Township 78 North, Range 4 East of the 5 th P.M., more particularly described as follows:

Commencing at the Northeast (NE) corner of the Southeast Quarter (SE  1 4 ) of Section 23, Township and Range aforesaid; running thence South along the East line of said Section 23 a distance of 1.5 chains; thence South 17 degrees 23 minutes West 1.21 chains to the center of a public highway called Fenno Road; thence South 64 degrees 30 minute East along the center of said Fenno Road 1175.36 feet to an iron monument; thence South 17 degrees 57 minutes West 1276.41 feet to a stone monument; thence South 40 degrees 21 minutes West 505.73 feet to an iron monument which is the place of beginning; thence South 49 degrees 44 minutes East 965 feet; thence North 40 degrees 21 minutes East 150 feet; thence North 49 degrees 44 minutes West 965 feet; thence South 40 degrees 21 minutes West 150 feet to point of beginning, containing 3.32 acres, more or less.

Subject to easements and restrictions of record.

EXCEPT:

Part of the Southeast Quarter (SE  1 4 ) of Section 23, part of the Southwest Quarter (SW  1 4 ) of Section 24; and part of the Northwest Quarter (NW  1 4 ) of Section 25, all in Township 78 North, Range 4 East of the 5 th P.M.; more particularly described as follows:

Commencing at the Northeast (NE) corner of the Southeast Quarter (SE  1 4 ) of Section 23, Township 78 North, Range 4 East of the 5 th P.M., thence South 00° 42’ 41” West 101.03 feet to the centerline of U.S. Highway #67; thence South 47° 00’ 00” West along said centerline of U.S. Highway #67 80.00 feet to the centerline of Fenno Road as it is now established in the City of Bettendorf, Iowa; thence South 63° 54’ 03” East along the centerline of said Fenno Road 954.96 feet to the intersection of the centerline of Fenno Road with the Southerly right-of-way line of the Davenport, Rock Island and Northwestern Railroad property; thence South 40° 54’ 42” West along the said right-of-way line of the Davenport, Rock Island and Northwestern Railroad 833.02 feet; thence South 11° 01’42” West 402.01 feet; thence North 49° 10’ 18” West 200.66 feet; thence South 41° 09’ 00” West 143.16 feet to the Point of Beginning of the tract of real estate herein intended to be described; thence continuing South 41° 09’ 00” West 110.89 feet; thence South 49° 05’ 18” East 857.38 feet (along the Northeasterly (NE) line of real estate conveyed by Louis Howell and wife to Aluminum Company of America by deed dated October 4, 1946 and recorded in Book 87 of Land Deeds at page 14, and along the Northeasterly (NE) line of real estate conveyed by Elmer McCray and wife to Aluminum Company of America by deed dated October 29, 1946 and recorded in Book 168 of Town Lot Deeds at page 9); thence South 49° 04’ 40” East 965.00 feet (along the Northeasterly line of real estate conveyed by Iowa-Illinois Gas and Electric Company to Aluminum company of America by deed dated January 29, 1968 and recorded in Book 313 of Deed Records at page 497); thence North 00° 54’ 20” West

 

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399.41 feet; thence North 29° 58’ 20” West, 1,153.45 feet; thence South 59° 36’ 10” West 554.69 feet; thence North 56° 45’ 30” West 290.35 feet to the Point of Beginning, said tract containing 15.62 acres, more or less.

Part of Fractional Section 24, Township 78 North, Range 4 East of the 5 th P.M., and being more particularly described as follows: Commencing at the N.W. corner of the NW  1 4 of the SW  1 4 of said Fractional Section 24; thence S. 25° 35’ W. 165.00 ft., thence S. 64° 25’ E 1229.50 ft.; thence N. 18°00’E. 20.17 ft. to the point of beginning; thence continuing N. 18°00’E 964.72 ft.; thence
N. 40°16’ E. 715.20 ft.; thence S. 65°11’ E 410.00 ft.; thence N. 64°01’ E. 247.90 ft.; thence S. 80°22’ E. 275.80 ft.; thence S. 76° 32’ E. 263.81 ft.; thence S. 70°45’ E. 129.41 ft.; thence S. 57° 35’ E. 235.90 ft., thence S. 32° 16’ W. 179.99 ft.; thence S. 01° 33’ W. 271.84 ft.; thence S. 06° 42’ E. 125.38 ft.; thence S. 06° 30’ W. 242.40 ft.; thence S. 21° 56’ W. 234.61 ft.; thence S. 33° 22’ W. 146.80 ft.; thence S. 32° 45’ W. 224. 15 ft.; thence S. 40° 42’ W. 180.76 ft.; thence S. 40° 18’ W., 276.18 ft.; thence N. 64° 25’ W. 255.70 ft.; thence S. 31° 15’ W. 159.90 ft.; thence N. 64° 25’ W. 1322.93 ft. to the point of beginning.

SHELBY COUNTY

The West 100.00 feet of the South 100.00 feet of the NW (Fr.)  1 4 NW (Fr.)  1 4 of Section 5, Township 80 North, Range 39 West of the 5 th P.M., Shelby County, Iowa, lying North of the North Right-of-Way line of Iowa Highway #37. Said parcel may also be described as commencing at the N.W. corner of the NW (Fr.)  1 4 of Section 5, Township 80 North, Range 39 West of the 5 th P.M., Shelby County, Iowa; thence South 0° 00’ West 1194.82 feet along the Section Line to the North Right-of-Way line of Iowa Highway No. 37 (60 feet from the centerline of said highway) which is the point of beginning: thence Northeasterly along the North right-of-way line of Iowa Highway #37 for 100.05 feet along the arc of a 1213.3 foot radius curve, whose Long Chord is 100.03 feet bearing North 88°37’10”East; thence North 0°00’ East 100.00 feet; thence Southwesterly for 100.05 feet along the arc of a 1213.3 foot radius curve whose long chord is 100.03 feet bearing South 88°37’10”West; thence South 0°00’West 100.00 feet to the Point of Beginning.

Note: The West Line of the Northwest (Fr.) Quarter of said Section 5, Township 80 North, Range 39 West, is assumed to bear due North and South.

The South 133.00 feet of the West 160.00 feet of Section Thirty-one, Township Eight-one North, Range Thirty-seven West of the Fifth Principal Meridian, Shelby County, Iowa; containing 0.49 Acres, more or less, inclusive of County Roadway easements and subject to any other easements or restrictions of record.

Portsmouth Substation

A parcel of land in the SW  1 4 SE  1 4 Section 20, Township 79 North, Range 40 West of the 5 th P.M., Shelby County, Iowa described as follows:

Beginning at the SW corner of the SW  1 4 SE  1 4 Section 20-79-40, thence N 00°08’W 241.7 feet along the west line of said SW  1 4 SE  1 4 , thence N 89°52’E 439.1 feet, then S 21°15’W 255.2 feet along the west right of way line of Iowa Highway No. 191, then S 89°12’W 346.0 feet along the south line of said SW  1 4 SE  1 4 to the point of beginning. Said parcel contains 2.16 acres more or less subject to the presently established county road right of way.

 

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SIOUX COUNTY

A tract of land commencing at the Southeast corner of Section 24, Township 95, North, Range 45 West of the 5 th Principal Meridian, thence North Thirty-three (33) feet parallel with the East line of said Section and West Thirty-three (33) feet parallel with the South line of said Section to point of beginning, thence North Sixty (60) feet, thence West Forty (40) feet, thence South Sixty (60) feet, thence East Forty (40) feet to point of beginning, said tract of land being also described as that part of the Southeast Quarter (SE  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section 24, Township 95, North, Range 45 West of the 5 th Principal Meridian, described as commencing at a point Thirty-three (33) feet North and Thirty-three (33) feet West of the Southeast corner of said Southeast Quarter (SE  1 4 ) of Southeast Quarter (SE  1 4 ), thence North, Sixty (60) feet, thence West Forty (40) feet, thence South Sixty (60) feet, thence East Forty (40) feet to point of beginning.

Beginning at the southwest corner of the Southeast Quarter (SE  1 4 ) of Section Thirty-four (34), Township Ninety-seven (97) North, Range Forty-six (46), West of the 5 th P.M., Sioux County, Iowa; thence north two hundred thirty-three (233) feet; thence east two hundred (200) feet; thence south two hundred thirty-three (233) feet; thence west two hundred (200) feet to the point of beginning, subject to existing road right of way.

Beginning at the southeast corner of Section 33, Township 97 North, Range 45, West of the 5 th P.M.; thence north 133 feet; thence west 133 feet; thence south 133 feet; thence east 133 feet to the point of beginning.

Beginning at the southwest corner of Section 36, Township 97 North, Range 44, West of the 5 th P.M., Sioux County, Iowa; thence north 133 feet; thence east 133 feet; thence south 133 feet; thence west 133 feet to the point of beginning.

Lots numbered Seven (7) and Eight (8) of Block numbered Four (4) of the Incorporated City of Rock Valley, Sioux County, Iowa.

Lot Nine (9), Block (4), Original Plat of Rock Valley, Iowa.

Commencing at the Northeast corner of the Southeast Quarter (SE  1 4 ) of Section 18, Township 96 North, Range 47 West of the 5 th Principal Meridian Sioux County, Iowa, thence South Sixty-three and Three Tenths Feet (63.3’), thence west thirty-three feet (33’) to the point of beginning, thence west parallel to the North line of the Southeast Quarter (SE  1 4 ) of said Section Eighteen, One Hundred Fifty feet (150’), thence Southeast in a straight line Two Hundred Twelve and Ten hundreds feet (212.1’) to a point located Two Hundred Thirteen and Three Tenths Feet (213.3’) South and Thirty-three feet (33’) West of the Northeast corner of said southeast Quarter (SE  1 4 ) of Section 18, thence North One-Hundred/ feet (150’) to place of beginning, said plot described excludes highway right-of-way and contains approximately 0.258 acres.

Part of the NE  1 4 NE  1 4 of Section 1-T94N-R45W of the 5 th Principal Meridian, Sioux County, Iowa, containing 0.72 acres, more or less, and more particularly described as follows:

Commencing at the NE corner of said NE  1 4 NE  1 4 ; thence South 81.6 feet on the East line of said NE  1 4 NE  1 4 ; thence N 89° 08’W-33.0 feet to the point of beginning; thence South

 

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250.00 feet on the West right of way line present established county road; thence N 44° 34’ W-356.22 feet; thence S 89° 08’ E 250.00 feet on the South right of way line of Iowa Highway #10 to the point of beginning.

NOTE: The East line of said NE  1 4 NE  1 4 is assumed to bear North-South.

Lot 4 in Block One, Railroad Addition to Incorporated city of Rock Valley, Iowa.

Hickory Sub

That part of the SE  1 4 NE  1 4 and the N1/2 NE  1 4 SE  1 4 of Section 34, Township 97 North, Range 45 West of the 5 th P.M., Sioux County, Iowa designated “Parcel C” as shown by Plat of Survey recorded in the 2009 File – Card No. 2124, subject to public highway.

Subject to and together with covenants, conditions, restrictions and easements of record, if any.

TAYLOR COUNTY

Bedford Substation

A tract of land forming a part of the NE  1 4 NE  1 4 of Section 28, Township 68 North, Range 34 West of the 5 th P.M., Taylor County, Iowa, described as follows: Beginning at a point 60 feet South of the Northeast corner of said Section 28, said point being on the East line of the Section; thence South along the East line 123 feet; thence West and parallel to the South right-of-way line of Highway No. 2 a distance of 180 feet; thence North and parallel to the East line of Section 28 a distance of 123 feet; thence East on a line parallel to the South right-of-way line of Iowa Highway No. 2 to the point of beginning, containing approximately 0.51 acres.

New Market Substation

A parcel of land in the Northeast Quarter (NE  1 4 ) of the Northwest Quarter (NW  1 4 ) of Section Thirty-two (32), Township Sixty-nine (69) North, Range Thirty-five (35) West of the Fifth Principal Meridian, in Taylor County, Iowa, beginning at the Northeast corner of said forty, thence South one hundred thirty-three (133) feet, thence West one hundred thirty-three (133) feet, thence North one hundred thirty-three (133) feet, thence East one hundred thirty-three (133) feet to the Place of Beginning, and containing .409 of an acre more or less.

WAPELLO COUNTY

A part of the East Half (E  1 2 ) of the Northwest Quarter (NW  1 4 ) of Section 26; and a part of the Southwest Quarter (SW  1 4 ) of Section 26; and a part of the Southeast Quarter (SE  1 4 ) of Section 26; and Government Lot Two (2) in Section 26; and Government Lot Three (3) in Section 26; and the Northeast Quarter (NE  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section 27; and a part of the Southeast Quarter (SE  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section 27; and Government Lot Seven (7) in Section 23; and a part of the Southwest Quarter (SW  1 4 ) of the Southwest Quarter (SW  1 4 ) of Section 25; and the Southeast Quarter (SE  1 4 ) of the Southwest Quarter (SW  1 4 ) of Section 25; and Government Lot Six (6) in Section 25; and Government Lot Seven (7) in Section 25; and a part of Government Lot Eight (8) in Section 25; and a part of the accretions belonging to said Government Lot Eight (8); and a part of the Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) of Section 35; and a part of Government Lot Two (2) in

 

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Section 36; and a part of the accretions belonging to said Government Lot Two (2) and located in part in the Corporate Limits of the Town of Chillicothe, Iowa and all being located in Township Seventy-three (73) North, Range Fifteen (15) West of the Fifth (5 th ) Principal Meridian, in Wapello County, Iowa and being more particularly described as follows; to wit:

Beginning at the North One-Quarter (N  1 4 ) corner of said Section 26; thence S. 89°-10’ W., a distance of 1318.00 feet to the Northwest corner of the NE  1 4 of the NW  1 4 of said Section 26; thence S. 0°-52’40” E., a distance of 2640.00 feet to the Southwest corner of the SE  1 4 of the NW  1 4 of said Section 26, said point also being on the centerline of the now existing Public Roadway; thence S. 89°-10 W. along the said centerline of the Public Roadway, a distance of 1318.00 feet to the West one-quarter (W  1 4 ) corner of said Section 26; thence S. 89  1 4 -02’-40 W. along the centerline of the said Public Roadway, a distance of 1317.44 feet to the Northwest corner of the NE  1 4 of the SE  1 4 of said Section 27; thence S. 0°-55’ E. along the centerline of an existing Public Roadway, a distance of 1318.8 feet to the Southwest corner of the NE  1 4 of the SE  1 4 of said Section 27; thence N. 89°-02’-40” E. along the South line of the said NE  1 4 of the SE  1 4 of Section 27, a distance of 1041.44 feet to a point that is 276 feet S. 89°-02’-40”W. from the Southeast corner of the said NE  1 4 of the SE  1 4 of Section 27; thence S. 54°-36’-20” E., a distance of 342.51 feet to a point on the West line of said Section 26, said point also being 203 feet S. 0°-55’E. from the said Southeast corner of the NE  1 4 of the SE  1 4 of Section 27; thence S. 0°-55’E. along the said West line of Section 26, a distance of 1115.8 feet to the Southwest corner of said Section 26; thence continuing S. 0°-55’E. along an old existing boundary line fence, a distance of 185.51 feet to the point on the Northerly right-of-way line of the now existing Burlington-Northern, Inc. (Formerly Chicago, Burlington and Quincy Railroad Co.), said point also being 60 feet Northwesterly from the centerline of the West Bound Main Track of the said Burling-Northern, Inc. as measured at right angles thereto, said Track being on a 0°-30’ circular curve, concave Northwesterly and having a central angle of 9°-43’-30” and a radius of 11,460 feet and a 200 feet spiral transition; thence Northeasterly along a line that is 60 feet from and parallel to the said centerline of the West Bound Main Tract to a point that bears N. 78°-38’-30” E., a distance of 1035.12 feet from the last described point, said point also being the P.C. Station of said circular curve and at the point of tangency with the said 200 feet spiral of said curve; thence continuing Northeasterly and along a line that is 60 feet from and parallel to the said centerline of the West Bound Main Track to a point that bears N. 75°-46’-40”E., a distance of 199.48 feet from the last described point, said point also being the P.S. and the T.S. Station of said spiral curve; thence N. 75°-36’-40” E. along a line that is 60 feet from and parallel to the said centerline of the West Bound Main Track, a distance of 106.60 feet to a point on the East line of the SW  1 4 of the SW  1 4 of said Section 26; thence N. 0°-52’ W. along the said East line of the SW  1 4 of the SW  1 4 of Section 26, a distance of 3.77 feet to the point of intersection with the Northerly right-of-way line of the said Burlington-Northern, Inc. (formerly Chicago, Burlington and Quincy Railroad Co,.) as found in Deed Record No. 23, Page 306 in the Office of the Recorder, Wapello County, Iowa; thence N. 61°-15’ E. along the said right-of-way line, a distance of 515.00 feet to a point on the Easterly side of the now existing Avery Creek; thence S. 30°-21’-40” E. along the said Easterly side of Avery Creek, a distance of 106.50 feet; thence S. 9°-25’ E. along the said Easterly side of Avery Creek, a distance of 236 feet to a point on the South line of the SW  1 4 of said Section 26; thence N. 89°-22’ E. along the said South line of the SW  1 4 of Section 26, a distance of 773 feet to the South One-quarter (S  1 4 ) corner of said

 

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Section 26; thence N. 89°-19’40” E. along the South line of the SE  1 4 of said Section 26, a distance of 1723.65 feet to a point that is 906.18 feet S. 89°-19’-40” W. from the Southeast corner of said Section 26; thence N. 0°-20’-20“W., a distance of 198 feet to a point on the center of the old creek bed of Avery Creek; thence N. 64°-19’-40” E. along the said center of the old creek bed of Avery Creek, a distance of 219.78 feet; thence N. 29°-49’-40” E. along the old bed of Avery Creek, a distance of 293.7 feet to a point on the center of the Old Public Road; thence N. 1°-11’-26.44” E. along the center of the old creek bed of Avery Creek, a distance of 323.35 feet to appoint on the Northerly right-of-way line now existing Burlington-Northern, Inc. (formerly Chicago, Burlington and Quincy Railroad Co.), said point also being 80 feet Northerly from the centerline of the West Bound Main Track of the said Burlington-Northern, Inc. as measured at right angles thereto, said track being on a 0°-54.1’ circular curve, concave Southerly and having a central angle of 70°-01’-36” and a radius of 6354.86 feet and a 400 feet spiral transition; thence N. 73°-15’ E. along the said Northerly right-of-way of the said Burlington-Northern, Inc., a distance of 230.68 feet to appoint that is 125 feet Northerly from the said centerline of the West Bound Main Track of the Burlington-Northern, Inc. as measured at right angles thereto; thence Northeasterly along a line that is 125 feet from and parallel to the said centerline of the West Bound Main Track to a point that bears N. 86°-47’-20” E., a distance of 325 feet from the last described point, said point also being on the East line of the said SE  1 4 of Section 26; thence continuing Easterly along a line that is 125 feet from and parallel to the said centerline of the West Bound Main Track to a point on the East line of the SW  1 4 of the SW  1 4 of said Section 25, said point also bears S. 85°-47’-08.9” E., a distance of 1324.06 feet from the last described point; thence S. 1°-00’-12.9” E. along the said East line of the SW  1 4 of the SW  1 4 of Section 25, a distance of 831.09 feet to the Southwest corner of the SE  1 4 of the SW  1 4 of Section 25; thence N. 89°-15’-40” E. along the South line of the said SE  1 4 of Section 25 and along an existing Public Road, a distance of 1322.97 feet to the South one-quarter (S  1 4 ) corner of said Section 25; thence N. 0°-44’-2-” W. along the centerline of said Section 25, a distance of 447.78 feet to a point on the Northeasterly right-of-way line of the said Burlington-Northern, Inc., said point also being on the Original right-of-way line of the said Chicago, Burlington and Quincy Railroad Co.; thence S. 52°-14’-20” E. along the said Original right-of-way line, a distance of 294.32 feet to the point of intersection with the 70 feet right-of-way line of the said Burlington-Northern, Inc. and as found of record in Book 203, Page 425 in the Office of Recorder, Wapello County, Iowa; thence Southeasterly along a line that is 70 feet from and parallel to the said centerline of the West Bound Main Track of the Burlington-Northern, Inc. to a point on the Northwesterly line of Elm Street in the Town of Chillicothe, Iowa, said point also bears S. 54°-48’-24.21” E., a distance of 2316.81 feet from the last described point; thence N. 29°-01’-40” E. along the said Northwesterly line of Elm Street, a distance of 95.00 feet to a point on the now existing right bank of the Des Moines River; thence running upstream along the said right bank of the Des Moines River on the following described courses, N.26°-23’40.3” W., a distance of 177.15 feet , thence N. 8°-43’-08.88” W., a distance of 452.40 feet; thence N. 2°-37’-26.29” W., a distance of 581.50 feet; thence N. 13°-07’-25.31” W. a distance of 364.94 feet; thence N. 21°-09’-36.66” W., a distance of 548.90 feet; thence No. 30°-08’-46.63” W., a distance of 730.03 feet; thence N. 44°-49’-00.83” W., a distance of 471.24 feet; thence N. 52°-01’-37.83” W., a distance of 562.72 feet; thence N. 64°-04’-03.97” W. a distance of 169.22 feet; thence N. 87°-59’-41.90” W., a distance of 754.31 feet; thence N. 81°-39’-04.84” W., a distance of 436.66 feet; thence No. 77°-44’-34.22” W., a distance of 159.21 feet; thence N. 73°-35’-43.71” W., a

 

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distance of 663.60 feet; thence N. 70°-08’-04.93” W., a distance of 399.40 feet to the point of intersection with the left bank of the now existing Avery Creek; thence continuing upstream along the said right bank of the Des Moines River, N. 63°-30’-28.68”W., a distance of 400.02 feet; thence N. 49°-38’-30.71” W., a distance of 209.96 feet; thence N. 46°-06’-43.75” W., a distance of 272.21 feet; thence N. 40°-08’-25.08” W., a distance of 403.81 feet; thence N. 32°-41’-31.13” W., a distance of 246.17 feet; thence N. 28°-35’-18.08” W., a distance of 626.63 feet; thence N. 30°-35’-43.95” W. a distance of 199.40 feet; thence N. 50°-28’-17.13” W., a distance of 162.60 feet; thence N. 53°-32’-48.5”W., a distance of 317.72 feet; thence N. 51°-46’-20.91” W., a distance of 261.11 feet; thence N. 45°-32’-46.9” W., a distance of 243.80 feet; thence N. 37°-58’-58.17 “W., a distance of 430.92 feet; thence N. 31°-05’-27.85” W. a distance of 301.22 feet; thence N. 32°-35’-12.48” W., a distance of 248.36 feet; thence N. 35°-41’-20.82” W., a distance of 243.39 feet; thence N. 40°-19’-52.30” W., a distance of 297.36 feet; thence N. 45°-09’-20.54” W., a distance of 398.76 feet to a point on the West line of the SE  1 4 of said Section 23, said point also being on the West line of said Government Lot Seven (7), in said Section 23; thence leaving the said right bank of the Des Moines River and running S. 0°-52’-40” E. along the said West line of Government Lot Seven (7), a distance of 1558.81 feet to the point of beginning, excepting therefrom the right-of-way of the now existing Burlington-Northern, Inc. (formerly Chicago, Burlington and Quincy Railroad Co.) as located through the Southerly portion of the above described tract of land and as described and recorded in Book 203, Page 424 and in Book 203, Page 426 in the Office of the Recorder, Wapello County, Iowa and excepting therefrom a small triangular tract of land located in the Southeast Quarter (SE  1 4 ) of said Section 26 as recorded in said Book 203, Page 426 in the Office of the Recorder, Wapello County, Iowa; the above described tract of land not including the exceptions contain 789.28 Acres, and is subject to easements of record for the Public Roads through and adjacent to said tract of land and the rights of the Public in and to same and subject to an agreement with the Wapello Rural Water Association, Inc. for the right-of-way easement through the said described tract of land. EXCEPT from the foregoing description is the following described real estate:

A part of Government Lots #6 and #7 in Section 25, in Township 73, Range 15 described as follows: Commencing at a stone 2151.6’ East and 106.9’ South of the West One Quarter corner of Section 25 in Twp. 73, Range 15 W. Said stone being the North east corner of the Geo. Johnson land, thence West with the Johnson Line 571.5’ thence North 58.1’ thence North 16°30’ West 192.7’, thence North 53° West 184.8’, thence N. 77°30’ West 195.0’ to the Des Moines River bank, thence down the River bank as follows: East 5°40’, North 192.0’ thence East 4°57’ South 236.3’ thence East 7°54’ North 62.9’ thence East 7°20’ South 320.8’ thence East 20°58’ South 169.4’ thence south from River 305.0 to the place of beginning, containing 5.6 acres and designated on the unrecorded plat thereof made by H.E. Cook C.E. Sept. 4, 1918 as Tract A. Also a part of Government Lot #7 in Section #25 in Twp. #73, Range 15 described as follows: Commencing at a stone 490.1’ West of the NE corner of the SE  1 4 of the SW  1 4 of Section 25 in Twp. 73 Range 15 West said stone being the SE corner of Geo. Johnson land, thence East 490.1’ to the Quarter Section line; thence North along Section line 1400.0’ to the Des Moines River, thence Northwesterly along the River 502.0’, thence South 1500.0’ to the place of beginning, containing 16.4 Acres and – designated on said unrecorded plat as Tract “B”. Also the SE  1 4 of the SW  1 4 of Section 25 in Twp. 73 Range 15 West containing 40 Acres more or less, and designated on said unrecorded plat as Tract “C”.

 

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WARREN COUNTY

Greenfield Plaza Substation

Commencing at the Southwest corner of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) of the Southwest Quarter (SW  1 4 ) of Section 4, Township 77 North, Range 24 West of the 5 th P.M., Warren County, Iowa, thence North 240 feet, thence East 390 feet, thence South 110 feet, thence East 230 feet to the West right-of-way line of Northwest 29 th Street (also known as Southwest 9 th Street), thence South along said right-of-way line 130 feet to the south line of said Southwest Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) of the Southwest Quarter (SW  1 4 ), thence West 620 feet to the point of beginning.

Indianola Station

A tract of land located in the Northeast Quarter (NE  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section 20, Township 76 North, Range 23 West of the 5 th P.M., Warren County, Iowa, described as follows: Beginning at the intersection of the south right-of-way line of the east and west roadway, along the north side of said Section 20, and the west right-of-way line of said north and south roadway along the east side of said Section 20, thence southerly along the west right-of-way line of said north and south roadway a distance of 200 feet; thence west 200 feet, thence northerly parallel to the west line of said north and south roadway a distance of approximately 200 feet, thence easterly along the south right-of-way line of said east and west roadway a distance of approximately 200 feet to the point of beginning. Except: The North 17 feet of the above described property.

Norwalk Substation

The northwest quarter of the southeast quarter (NW  1 4 , SE  1 4 ), Section 24, Township 77 north, Range 25 west of the 5 th p.m., Warren County, Iowa, said parcel is more particularly described as follows:

Beginning at the center of said Section 24, thence S89°11’13” E along the north line of the SE  1 4 of said Section 24, 1315.33 feet to a point; thence S00°09’27” W, 1322.85 feet to a point; thence N8908’58”W, 1314.64 feet to a point on the west line of said SE  1 4 , the point of beginning, said parcel contains 39.918 acres, more or less.

Said tract is subject to and together with any and all easements of record.

WEBSTER COUNTY

The South Half (S  1 2 ) of the Northeast Quarter (NE  1 4 ) of Section No. Thirty-six (36), Township No. Ninety (90) North, Range No. Twenty-eight (28), Wet of the Fifth P.M., Webster County, Iowa.

 

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Lehigh Substation

A parcel of land in the South Half (S  1 2 ) of Section Four (4), Township Eighty-seven (87) North, Range Twenty-eight (28) West, of the Fifth (5 th ) Principal Meridian, Webster County, Iowa, more particularly described as follows:

Beginning at a point forty-seven (47.0) feet North and one thousand three hundred thirty-eight and six-tenths (1,338.6) feet West of the Southeast (SE) corner of said Section Four (4), said point being on the North right-of-way line of Iowa State Highway Number Fifty (50); thence, West four hundred (400.0) feet along said right-of-way line; thence, North 33°15’ West, seven hundred forty-three (743.0) feet; thence, west eight hundred sixteen and seven –tenths (816.7) feet; thence, North one thousand one hundred one and two-tenths (1,101.2) feet; thence, North 89°00’ East six hundred thirty-five and six-tenths (635.6) feet; thence, South 71°35’ East, six hundred forty-one and five-tenths (641.5) feet; thence, South 01°56’40” East, seven hundred eighty-nine and seven –tenths (789.7) feet; thence, South 32°42’ East, six hundred seventy-three and nine –tenths (673.9) feet; thence, South 03°34’20” West, one hundred seventy-five (175.0) feet to the point of beginning, containing 38.0 acres more or less, subject to easements of record.

Lehigh Substation (West Side)

The North 435 Feet of the East 533 Feet of the Southeast Quarter (SE  1 4 ) of Section Three (3), Township Eighty-four (84) North, Range Thirty-seven (37) West of the Fifth Principal Meridian, Crawford County, Iowa, and being subject to any and all easements of record including roadway easement being the East 33 Feet thereof.

Substation “R”

A parcel of land in the Southeast (SE) corner of Section Twenty-five (25), Township Eighty-seven (87) North, Range Thirty-one (31) West of the Fifth (5th) Principal Meridian, Calhoun County, Iowa, and more particularly described as follows: Beginning at the Southeast (SE) corner of said Section Twenty-Five (25); thence West one hundred ninety and seven-tenths (190.7) feet along section line; thence North one hundred thirty-three (133) feet; thence East one hundred ninety-one and twenty-three-hundredths (191.23) feet to the East line of said Section Twenty-five (25); thence South 0° 13’ 45” West one hundred thirty-three (133) feet along section line to point of beginning, containing 0.58 acres.

Substation “E”

Fort Dodge Mineral City Park Addition Lot 14 Block 5 (from Assessors site)

Substation “F”

Part of Section 18, Township 89 North, Range 28 West of the 5 th P.M., Webster County, Iowa, bounded and described as follows: beginning on the north line of 14 th Avenue North in the City of Fort Dodge, Iowa, at a point which is 174.46 feet east of the east line of north 7 th Street in said City and from said point of beginning running thence east along the north line of said 14 th Avenue North a distance of 120.10 feet; thence to the left at an angle of 99 degrees 50 minutes for a distance of 354.65 feet; thence to the left at an angle of 89 degrees and 55 minutes for a distance of 118.35 feet; thence to the left at an angle of 90 degrees 5 minutes for a distance of 334.53 feet to the point of beginning.

It is agreed between the parties hereto that the north 25 feet of the above-described property shall not be closed but shall remain open for the use of all adjoining property owners as a private road, without any obligation on buyer to clear or maintain it.

 

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For the purpose of this description said North 7 th Street is assumed to run due North and South, now known as, Lot No. 14, County Auditor’s Plat of that part of the Southeast Quarter of Section 18, Township 89, Range 28 West of the 5 th P.M. in the City of Fort Dodge, Webster County, Iowa; for taxing purposes referred to as “North Expo”.

Substation “G”

Fort Dodge Company’s Addition Haskell’s SD NE PT Lot 16 & Lots 17-27 INCL & PT VAC ST BLK 136 (from Assessors site)

Substation “K”

Parcel No. 1 – A tract of Land located in the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section Twenty-Four (24), Township Eighty-nine (89) North, Range Twenty-nine (29), West of the 5 th P.M., Webster County, Iowa, described as Commencing at the Northwest corner (NW/cor) of said Sec. 24-89-29; thence running South One Thousand Two Hundred Thirty-three and Seven-tenths (S 1233.7) feet along the West line of said Northwest Quarter (NW 1/4) of Sec. 24-89-29; thence South 89 degrees 56 minutes East, Thirty-three (33) feet to the point of beginning; thence North Two Hundred Fifty (N 250) feet; thence South 89 degrees 56 minutes East, one Hundred Sixty-Seven (167) feet; thence South Two Hundred Fifty (S 250) feet; thence North 89 degrees 56 minutes West, One Hundred Sixty-Seven (167) feet to the point of beginning.

Parcel No. 2 – A tract of land located in the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section Twenty-four (24), Township Eighty-nine (89) North, Range Twenty-nine (29), West of the 5 th P.M., Webster County, Iowa, described as follows: Commencing at the Northwest corner (NW/cor) of said Sec. 24-89-29, and running thence South One Thousand Two Hundred Thirty-three and Seven-tenths (S 1233.7) feet along the West line of said Northwest Quarter (NW 1/4) of Sec. 24-89-29; thence South 89 degrees 56 minutes East, Two Hundred (200) feet to the point of beginning; thence North one hundred Ninety-one and Two-tenths (N 191.2) feet; thence south 89 degrees 46 minutes East, One Hundred Five (105) feet; thence running South One Hundred Ninety and Nine-tenths (S 190.9) feet; thence North 89 degrees 56 minutes West, One Hundred Five (105) feet to the point of beginning.

Parcel No. 3 – A parcel of land in Section 23, Township 89 North, Range 29 West of the 5 th P.M. and a parcel of land in Section 24, Township 89 North, Range 29 West of the 5 th P.M., in Webster County, Iowa, as shown on Right of Way plat Exhibit “A” attached hereto which by this reference is made a part hereof, and described as follows: The South 607.74 feet of the North 1232.2 feet of the East 33 feet of the NE 1/4 NE 1/4 of said Section 23, containing 0.46 acre more or less. Also, the South 607.72 feet of the North 1232.18 feet of the West 33 feet of the NW 1/4 NW 1/4 of said Section 24, containing 0.46 acre more or less.

 

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Substation “K”

A parcel of land in Section 23 and 24, Township 89 North, Range 29 West of the 5th P.M., described as follows:

The North 359 feet of the South 607.74 feet of the North 1232.2 feet of the East 33 feet of the Northeast Quarter of the Northeast Quarter of Section 23, and the North 359 feet of the South 607.72 feet of the North 1232.18 feet of the West 33 feet of the Northwest Quarter of the Northwest Quarter of Section 24, Township 89 North, Range 29 West of the 5th P.M.

Northeast Substation “N”

A parcel of land bounded as follows: Beginning at a point 124  1 2 feet east of the southwest corner of the 6 acres in the Northwest Quarter of the Southeast Quarter of Section 17, Township 89 North, Range 28 West of the 5 th P.M., as conveyed to R.P. Atwell by deed recorded in book 29, page 398, in the Office of Recorder of Webster County, thence east 230 feet to the east line of said 6 – acre tract; thence north on the east line of said 6 – acre tract a distance of 410 feet; thence in a southwesterly direction a distance of approximately 369.74 feet to a point due north of the starting point; thence south a distance of 120  1 2 feet to the point of beginning. NOW KNOWN AS: Lot No. 11, County Auditor’s Plat of the Northwest Quarter of the Southeast Quarter of Section 17, Township 89 North, Range 28 West of the 5 th P.M., Webster County, Iowa; for taxing purposes referred to as “Floral Hills”.

Substation “Q”

The Southwest Quarter (SW  1 4 ) of the Southeast Quarter (SE  1 4 ) of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) all in Section 21, Township 89 North, Range 28 West of the 5 th P.M., Webster County.

Substation “T”

Lot number 6, County Auditor’s Taxation Plat of the Southeast Quarter of Section 30, Township 89 North, Range 28 West of the 5 th P.M., within the Corporate Limits of the City of Fort Dodge, Iowa; for taxing purposes referred to as “Trinity-Haven”.

Substation “T”

That part of the Southwest Quarter (SW 1/4) of the Southeast Quarter (SE 1/4) lying South of the Chicago, Great Western Railroad right-of-way in Section 30, Township 89, Range 28 West of the 5th Principal Meridian, Webster County, Iowa.

Substation D

Lot No. One (1) of Duncombe and Beecher’s Sub-Division of Block No. Twenty (20), in Morrison and Duncombe’s Addition to Fort Dodge, Iowa, Except: the North Eighty (80) feet thereof.

Barnum Station

The East 436.5 feet of the North 411.5 feet of the Northeast Quarter (NE  1 4 ) of Section 22, Township 89 North, Range 30 West of the 5 th P.M., Webster County, Iowa, lying southerly of the southerly right-of-way line of Iowa Primary Road No. 7, containing 2.63 acres more or less.

Hayes Sub

Commencing as a point of reference at the NW corner of Section 20, Township 89 North, Range 29 West of the 5 th P.M., Webster County, Iowa, thence S00°18’27”West, 143.45 feet

 

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along the West line of said Section 20 to a point on the South right-of-way line of Iowa Highway7; thence N 47°40’10” East, 96.47 feet along said right-of-way line to a point; thence Easterly along a curve to the left having a radius of 49,193.00 feet, a chord bearing of S 89°17’28” East, an arc length of 443.30 feet along said right-of-way line to a point; thence S 89°32’58” East, 796.70 feet along said right-off-way liken to a point of beginning; thence S 0027’02” West, 284.00 feet to a point; thence N 89°32’58” West, 410.00 feet to a point; thence N 00°27’02” East, 284.00 feet to the point of beginning and containing 2.673 acres more or less.

WOODBURY COUNTY

The North one-third (1/3) of Lots One (1) and Two (2), Block four (4) Town of Moville, Iowa, except a tract of land sixteen (16) feet square, in the Northeast corner of said Lot One (1) occupied by the well and pumping plant of the Town.

Lots fourteen (14) and fifteen (15) in Block One (1), Lucas Second Sub-Division to the town of Moville, Iowa.

All that part of Blocks 2 and 3 Eveningside Addition to Sioux City, Iowa lying East of the North and South centerline of Section 23, Township 89 North, Range 48 West of the 5 th Principal Meridian, Woodbury County, Iowa, described as follows:

Beginning at a point on the said North and South centerline which is 1.95 feet South of the South line of Florence Avenue; thence Easterly for 122.7 feet to a point on the said South line; thence East along the said South line for 107.3 feet; thence with an angle to the right of 88°38’30” for 230.1 feet; thence with an angle to the right of 106°39’24” for 50.45 feet; thence with an angle to the left of 1°23’42” for 188.1 feet to the said North and South centerline; thence with an angle to the right of 74°35’08” for 169.02 feet along said centerline to the place of beginning.

Subject to existing railroad trackage over and across the south side thereof.

Lots 1 to 8, inclusive, in Block 4, Middle Sioux City, Woodbury County, Iowa, together with the alley in said Block 4 vacated and granted by the City of Sioux City to The United Gas Improvement Company.

All of Block 36, East Sioux City, Woodbury County, Iowa, and the alley between Lots 1, 2 and 3 and Lots 4, 5 and 6, Block 36, East Sioux City.

Lots 5, 6, 7 and 8, Block 3, Middle Sioux City, Woodbury County, Iowa.

All that part of Lots 4, 5, and 6 in Block 30 in Sioux City East Addition in the County of Woodbury and State of Iowa, bounded and described as follows: Beginning at the intersection of the South line of said Lots 4, 5 and 6 with the West line of Lot 4; thence extending Northerly along the West line of said Lot 4 to a point 54 feet 6 inches from said point of beginning; thence Easterly along a line extended parallel with and 54 feet, 6 inches North of the South line of said Lots 4, 5 and 6, 150 feet to the point of intersection of said line with the East line of Lot 6; thence Southerly along the East line of Lot 6, 54 feet 6 inches to the point of intersection of said line with the South line of said Lots 4, 5 and 6; thence Westerly along the South line of said Lots 4, 5 and 6, 150 feet to said point of beginning.

 

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All that part of lot 6 in Block 30 in Sioux City East Addition in the county of Woodbury and Sate of Iowa, bounded and described as follows: Beginning at a point on the East line of said Lot 6, 131 feet 3 inches North of the intersection of the South line of said Lots 4, 5, and 6 with the East line of Lot 6; thence extending Westerly along a line extended parallel with and 131 feet 3 inches North of the South line of said Lots 4, 5, and 6 to a point 36 feet 7 inches from said point of beginning; thence Northerly along a line extended parallel with and 36 feet, 7 inches West of the East line of Lot 6, 18 feet 9 inches to the point of intersection of said line with the North line of Lot 6; thence Easterly along the North line of Lot 6, 36 feet 7 inches to the point of intersection of said line with the East line of Lot 6; thence Southerly along the East line of Lot 6, 18 feet 9 inches to said point of beginning.

The above description being intended to include all of Lots 4, 5, and 6, Block 30, in Sioux City East Addition in the County of Woodbury and State of Iowa, except that portion of Lots 4, 5 and 6 described as follows: Beginning at a point on the northwest corner of Lot 4; thence extending Southerly along the West line of Lot 4, to a point 18 feet and 9 inches from said point of beginning; thence proceeding Easterly on a line parallel with the North line of Lots 4, 5 and 6 for a distance of 113 feet and 5 inches; thence proceeding North for a distance of 18 feet and 9 inches and thence proceeding Westerly along the North line of Lots 4, 5 and 6 to the point of beginning.

All that part of Government Lot 1 of Section 28, Township 89, Range 47 described as follows: Beginning at the southeast corner of Lot 9 in Block 31, Sioux City East Addition; thence South on a projection of the East line of said Lot for 41.5 feet to a point 8.0 feet North of the center line of a switch track of the Chicago & Northwestern Railway; thence Westerly with an angle to the right of 81°00’ parallel to the center line of said track for 28.24 feet; thence Westerly on a 19°00 curve to the right, parallel to and 8 feet distant northerly from the center line of said sidetrack to the point of intersection of said 19°00’ curve with a line which is parallel to and 120.0 feet west of the East line of said Lot 9 projected south; thence North on said projected line to the South line of Lot 8 in Block 31, Sioux City East Addition, at a point 120.0 feet West of the Southeast corner of Lot 9 in Block 31; thence Northwesterly on a line which makes an angle in the northwest quadrant of 34°45’ with the south line of said Lot 8 for 44.6 feet to the point of intersection of said line with the first course of a line in abandoned Perry Creek, as described in a deed from Ford Lumber Company to the Sioux City Gas and Electric Company, filed October 15, 1943, and recorded in book 102 of Deeds, page 108, said point of intersection being 35.96 feet North along said first course from the point of beginning of the description of said line in said creek as given in said deed; thence Northerly with an angle to the right of 65°48’ along said line in Perry Creek for 34.1 feet; thence Northerly along said line with an angle to the left of 9°01’ for 96.76 feet; thence Northerly along said line with an angle to the left of 6°10’ for 2.35 feet to a point on the center line of the vacated east and west alley in Block 31, Sioux City East Addition projected westerly, which point is 148.85 feet west of the east line of said Block 31; thence East along the center line of said vacated alley with an angle to the right of 94° 36’ for 33.39 feet to a point on the Westerly right of way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad, which is 8.0 feet distant at right angles from the center line of said right of way, and making an angle to the right of 57°25’ with the tangent to the curve of said right of way at said point; thence southeasterly on a 12° 36’ curve to the left along said right of way line and 8 feet at right angles from the center line of said right of way for 169.2 feet to the east line of Lot 9

 

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in Block 31, Sioux City East Addition, at a point 35.7 feet north of the place of beginning; thence south along the east line of said Lot 9 for 35.7 feet to the place of beginning; except all that part of Lot 8, also known as a part of Tax Lot G, and part of the vacated alley, all in Block 31, Sioux City East Addition described as follows:

Commencing at the Northeast corner of said Block 31, thence South 90°00’00” West along the North line of said Block, said line also being the South line of Third Street, for 147.25 feet; thence South 0°00’00” West for 150.00 feet to the centerline of the vacated alley in said Block 31 and the point of beginning; thence continuing south 0°00’00” West for 140.12 feet; thence North
55°06’12” West for 13.05 feet to a line described as being the centerline of the abandoned Channel of Perry Creek; thence North
10°41’47” East along said line for 34.10 feet; thence North 1°32’55” East along said creek centerline for 96.76 feet; thence North
0°15’43” West along said creek centerline for 2.42 feet to the centerline of the vacated alley in said Block; thence South 89°49’17” East for 1.77 feet to the point of beginning. Said described parcel contains 593 square feet except the parcel described as a parcel of land lying in part of Vacated West Second Street, lying west of Water Street and south of Block 31 of East Sioux City Addition, all in Section 28, Township 89 North, Range 47 West, of the Fifth Principal Meridian, in Sioux City, Woodbury County, Iowa, more particularly described as follows:

Commencing at a point on the Southeast corner of said Block 31; thence S 01°35’06”W along the West line of Water Street continuing S 01°35’06”W along said projected line for 17.99 feet; thence N 76°36’41”W for 28.24 feet; thence Northwesterly along a 301.56 foot radius curve concave Northeasterly for 98.44 feet; said curve having a chord bearing of N 71°06’10”W and a chord distance of 96.00 feet; thence N 01°57’53”E for 6.55 feet; thence S 77°26’43”E for 121.96 feet to the point of beginning; containing 1,881.72 square feet.

North Half of Lot 22, Sokoloff’s Place, an addition to Sioux City, Woodbury County, Iowa.

Lots 4, 5, 6, 7, 8 and 9, together with the North and South alley between Lots 4, 5 and 6 and Lots 7, 8 and 9 in Block 29, East Sioux City, in the City of Sioux City, County of Woodbury and State of Iowa.

Lots 11 and 12, in Block 29, East Sioux City, in the County of Woodbury and State of Iowa; except the West 50 feet of Lot 11 and the West 50 feet of Lot 12, except the North 10 feet thereof, all in Block 29 East Sioux City, an Addition to Sioux City, Woodbury County, Iowa.

Lots 3 and 4, in Block 3, Middle Sioux City, Sioux City, Woodbury County, Iowa.

Part of tracts thirty-six (36), thirty-seven (37), thirty-eight (38), thirty-nine (39) and forty (40), Buckwalter Manor in the Country Club District, Second Filing and a portion of the Northeast quarter (NE  1 4 ) of the Northwest quarter (NW  1 4 ), of Section four (4), more particularly described as follows: Beginning at the Northeast corner of Tract thirty-six (36), Buckwalter Manor in the Country Club District, Second Filing, an addition to Sioux City, Iowa, which point is also the intersection of the west line of Perry Creek Road with the North line of the Northeast quarter (NE  1 4 ) of the Northwest quarter (NW  1 4 ) of Section four (4); thence West along the North line of said Section four (4), for a distance of seven hundred fifty and two-tenths

 

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(750.2) feet; thence South at an angle of 90 degrees to the left, a distance of fifty (50) feet; thence East at an angle of 90 degrees to the left to the West line of Perry Creek Road along a line fifty (50) feet distant from the parallel to the said north line of Section four (4); thence Northeasterly along the West line of Perry Creek Road to the place of beginning; all in Township eighty-nine (89), Range forty-seven (47), in the County of Woodbury and State of Iowa.

Lot One (1), Block One (1), Normandy Addition, an addition to Sioux City, Woodbury County, Iowa.

Lot Two (2), Block One (1), Normandy Addition, an addition to Sioux City, Woodbury County, Iowa.

Lots Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7) and Eight (8), in Block Seven (7), North Riverside, an addition to Sioux City, together with all accretions thereto except that part of said accretions lying south of the following described line:

All that part of Lot 16, Block 1, North Haven, an addition to Sioux City, Iowa, lying northwesterly of a straight line drawn from a point on the southwesterly line of Lot 16, 62 feet southeast of the west corner of Lot 16, to a point on the north line of Lot 15, Block 1 of said Addition, 125 feet east of the Northwest corner of Lot 15; except the North twenty feet (N 20’) lying South of the northerly line of Lot Sixteen (16) in Block One (1) of North Haven, an addition to Sioux City, Woodbury County, Iowa, except part deeded to the City of Sioux City, Block One (1), North Haven, an addition to Sioux City, Iowa, (Note: Deed to City of Sioux City recorded June 12, 1936, in Lot Deed Book 219, page 253 covered the following described property. That part of Lots 15 & 16, Blk 1, North Haven Add’n. lying southeasterly of a straight line drawn from a point on the southwesterly line of Lot 16, 62’ S.E. of the W. corner of Lot 16, to a point on the N. line of Lot 15, 125’ E. of N.W. corner of Lot 15).

All of that part of the East half (E  1 2 ) of the Northwest quarter (NW  1 4 ) of Section Twenty-seven (27), Township Eighty-nine (89) North, Range Forty-seven (47) West of the Fifth Principal Meridian, in the County of Woodbury and Sate of Iowa, described as follows to-wit:

Commencing at a point in the West line of Division Street in Sioux City, Iowa, where the South line of Eleventh Street in Cole’s Addition to Sioux City, Iowa, extended West would intersect said West line of said Division Street, thence South along said West line of said Division Street Two Hundred (200) feet, thence West on a line parallel with said South line of said Eleventh Street in Cole’s Addition extended West to the East high bank of said Floyd River; thence Northeasterly along said East high hank of said Floyd River; to said south line of said Eleventh Street extended west to said east high bank of said Floyd River; thence East along said South line of said Eleventh Street extended West, to the place of beginning; except a parcel described as commencing at a point 140 feet West from the West line of Division Street in Sioux City, Iowa, along a line which would be the South Line of Eleventh Street in Cole’s Addition to Sioux City, Iowa, extended West; thence South along a line parallel to said West line of Division Street 150 feet; thence East on a line parallel with said South Line of said Eleventh Street in Cole’s Addition extended, to the West Line of Division Street; thence South along the West Line of Division Street in Sioux City, Iowa, 50 feet; thence west along a line parallel with said South Line of said Eleventh Street in Cole’s Addition extended to the East High Bank of the Floyd

 

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River; thence Northeasterly along said East high Bank of said Floyd River to said South Line of said Eleventh Street, extended West to said East high Bank of the Floyd River; thence East along said South Line of said Eleventh Street extended West to the place of beginning.

Out Lot “H”, Edgewater Park Addition to Sioux City, Iowa, together with all the right, title and interest of the Company in and to all land accreted to said Out Lot “H”, and together with all riparian rights in connection with said Out Lot “H” and accretions thereto.

Lots One (1) to Eight (8) both inclusive excepting the North Thirty-three feet (33’) of Lots Four (4) and Five (5) all in Block Fourteen (14), Robson’s Addition to Sioux City, Woodbury County, Iowa, together with the North Thirty-three feet (33’) of Thirteenth Street abutting Lots One (1) and Eight (8) in said Block Fourteen (14).

Lots 4 and 5, in Block 3, and the West 10 feet of Wall Street (vacated) abutting said Lots 4 and 5, all in Peirce’s Addition to Sioux City, Iowa.

Lots Fifteen (15) and Sixteen (16) in Block Two (2) Cheney’s Addition to Sioux City, in the County of Woodbury and Sate of Iowa.

Lots Eleven and Twelve except the Westerly fifty-five feet thereof, and except the Easterly seventy-six feet of the westerly one hundred thirty-one feet of the Southerly thirteen feet of said Lot Eleven, all in Block Fifty-six, of Sioux City, Woodbury County, Iowa.

All of the North-South vacated alley in Block Fourteen (14) of Robson’s Addition to Sioux City, Iowa, except the North Thirty-three (33) feet thereof.

That part of the North 33 feet of vacated Thirteenth Street lying between the East line of Lot 1 and the West line of Lot 8, Block 14, Robson’s Addition extended South, an addition to Sioux City, Iowa.

Tax Lots A, B, C, D (except for such portion of the easterly part of said Tax Lot D as is needed together with Tax Lot E, lying to the east of said Tax Lot D, to make a tract of ten (10) acres along the east side of the Northwest Quarter (NW  1 4 ) of the Northeast Quarter (NE  1 4 )of Section Thirty (30) hereinafter described ), H, I, K, L and M of Auditor’s Plat of the North Half (N  1 2 ) of Section Thirty (30), township Eighty-seven (87) North, Range Forty-seven (47) West of the Fifth Principal Meridian (except nine and one-half (9  1 2 ) acres located in the southwest corner of said Tax Lot M), and the South Half (S  1 2 ) of Southwest Quarter (SW  1 4 ) of Section Nineteen (19), all in Township Eighty-seven (87) North, Range Forty-seven (47), West of the Fifth Principal Meridian, together with all accretions to all of the foregoing situated in the South Half (S  1 2 ) of Section Twenty-four (24) and in the North Half (N  1 2 ) of Section Twenty-five (25), Township Eighty-seven (87) North, Range Forty-eight (48), West of the Fifth Principal Meridian except the south three hundred sixty (360) feet of said accretions and except a tract of 25.46 acres more or less, situated in said accretions, and now in condemnation, and described as follows, to wit:

Commencing at the East Quarter corner of said Section Twenty-five (25), Township Eight-seven (87) North, Range Forty-eight (48), West of the Fifth P.M., Woodbury County, State of Iowa; thence North 01°32’ West along the East line

 

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of said Section Twenty-five (25) a distance of 360.00 feet; thence South 78°37’ West a distance of 1805.58 feet to the true point of beginning; thence North 35°40’00” West a distance of 333.47 feet; thence North 38°00’00” West a distance of 504.75 feet; thence North 41°06’00” West a distance of 505.10 feet; thence North 43°50’00” West a distance of 504.08 feet; thence North 45°46’00” West a distance of 503.41 feet; thence North 47°44’00” West a distance of 503.41 feet; thence North 49°40’00” West a distance of 503.00 feet; thence North 51°10’00” West a distance of 503.34 feet; thence North 53°30’00” West a distance of 504.57 feet; thence North 56°24’00” West a distance of 59.00 feet; thence South 31°57’30” East a distance of 155.29 feet; thence South 39°33’30” East a distance of 675.41 feet; thence South 47°09’00” East a distance of 624.23 feet; thence South
51°06’00” East a distance of 541.27 feet; thence South 42°34’00” East a distance of 363.34 feet; thence South 34°51’00” East a distance of 281.34 feet; thence South 41°11’00” East a distance of 442.79 feet; thence South 36°20’30” East a distance of 284.09 feet; thence South 32°34’30” East a distance of 418.99 feet; thence South 39°45’00” East a distance of 423.74 feet; thence North 78°37’00” East a distance of 403.23 feet to the point of beginning; and except Part of the East Half of the Southwest Quarter (E  1 2 - SW  1 4 ), part of Government Lot 1, and part of Tax Lot “M” Auditor’s Plat of the North Half (N   1 2 ), all in Section Thirty (30), Township Eighty Seven (87) North, Range Forty-seven (46) west of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, described as beginning at the Center Quarter (C  1 4 ) corner of said Section 30-87-47, thence South along the North-South Half Section line of said Section 30-87-47, 1328.0 feet, thence South 81°03’ West 1830.86 feet, thence North parallel with said North-South Half Section line, 1453.0 feet, thence North 81°03’ East 1830.86 feet to said Half Section line, thence south along said line 125.0 feet to the Point of Beginning. Tract contains 60.33 acres including Public Road and 58.0 acres excluding Public Road and except that part of Tax Lot A, B, C, D, K and L of Auditor’s Plat of the North  1 2 Section 30, T87N, R47 West of the Fifth Principal Meridian, described as follows: From a point on the North line of said Section 30 1,000.65 feet West of the North  1 4 corner of said Section 30; thence with the North line of said Section 30 an angle to the left of 89°42’ for 140.67 feet to the point of beginning; thence continuing South on the same line extended for 1,444.0 feet; thence with an angle to the right of 112°25’ for 1,000 feet; thence with an angle to the right of 21°25’ for 630 feet; thence with an angle to the right of 24°23’ for 675.8 feet; thence with an angle to the right of 111°47’ for 1,629.45 feet to the point of beginning, all located in the North  1 2 of Section 30, T87N, R47 West of the Fifth Principal Meridian, Woodbury County, Iowa.

Any part of the South half (S  1 2 ) of the South Half (S  1 2 ) of said Section Twenty-four (24), any part of the North Half (N  1 2 ) of said section Twenty-five (25) lying north and northwest of the following described line: Commencing at the northwest corner of the Southwest Quarter (SW  1 4 ) of Section Thirty (30), Township Eighty-seven (87) North, Range Forty-seven (47) West of the Fifth Principal Meridian, thence North (N 01° 32’ W) along the section line 360 feet for a place of beginning; thence west (S 78° 37’W) to the United States

 

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Government right of way lying east of the east bank of the Missouri River, and any abandoned channel of the Missouri River situated in the South Half (S  1 2 ) of the South Half (S 12 ) of said Section Twenty-four (24) and north and northwest of the above described line in the North Half (N  1 2 ) of said Section Twenty-five (25), and which is not a part of the above described accretions, except that no conveyance is intended to be made by this part of this deed of any of the above described accretions referred to above as a tract of 25.46 acres more or less, and not in condemnation, said sections Twenty-four (24) and Twenty-five (25) being in Township Eight-seven (87) North, Range Forty-eight (48) West of the Fifth Principal Meridian.

Lot One (1), in Block Thirty-five (35), East Sioux City, in the County of Woodbury and state of Iowa.

Lots Five (5) and Six (6), and the East Half of Lot Four (4), in Block Thirty-five (35), East Sioux City, of the County of Woodbury and State of Iowa.

Lots Two (2) and Three (3), Block Thirty-five (35), East Sioux City, sometimes referred to as East Sioux City, an Addition to Sioux City, Woodbury County, State of Iowa.

West Half (W  1 2 ) of Lot Four (4), Block Thirty-five (35), East Sioux City, sometimes referred to as East Sioux City, an Addition to Sioux City, Woodbury County, State of Iowa, and sometimes referred to as East Sioux City, Sioux City, Iowa.

The North three hundred (300) feet of the West half (W  1 2 ) of the Northeast quarter (NE  1 4 ) of the Northwest quarter (NW   1 4 ) of the Southwest quarter (SW  1 4 ) of Section eight (8) except the West thirty-five (35) feet thereof, in Township eighty-nine (89), North, Range forty-seven (47), West of the Fifth Principal Meridian, in the County of Woodbury and State of Iowa, subject to an easement on and over the North 16  1 2 feet of the above described real estate tract, for the use of the public as a highway, and subject to right of way agreement with Iowa Public Service Company executed under date of February 16, 1962, filed for record February 2, 1962, in the office of the county recorded of Woodbury County, Iowa, and recorded in Book 1001, page 299 in the office of said county recorder.

All of Lots Four (4), Five (5) and Six (6) except the North Thirty-two Feet (N 32’) of the West Fifty Feet (W 50’) of Lot Five (5), in Block Thirty (30), East Sioux City Addition to Sioux City, Woodbury County, Iowa.

The North Thirty-two Feet (N 32’) of the West Fifty Feet (W 50’) of Lot Five (5), Block Thirty (30), East Sioux City Addition to Sioux City, Woodbury County, Iowa.

That part of Tax Lot Two (2), also referred to as Lot Two (2), of Auditor’s Plat of the North Half (N  1 2 ) of the Northwest Quarter (NW  1 4 ) of Section Thirty-five (35), Township Eighty-nine (89) North, Range Forty-seven (47), West of the 5 th P.M., Woodbury County, Iowa, lying northeast of the northeasterly line of what is now known as Green Avenue, except the North thirty-three (33) feet thereof. Said part of said Lot Two (2) is also described as being bounded as follows: Beginning at a point on the south line of what was formerly known as Egbert Avenue, and is now known as Correctionville Road, which point is one thousand one hundred twenty-two (1122.0) feet west and thirty-three (33.0) feet south of the northeast corner of the Northwest quarter (NW  1 4 ) of said Section Thirty-five (35), said point being sixty-six (66.0) feet west of the northwest corner of Lot Ten (10), Block Two (2), Hedges Second Table

 

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Addition to Sioux City, Iowa; thence south parallel to the west line of said Lot Ten (10) to the point of intersection with the southwesterly line of Lot Eleven (11) of said Block Two (2) produced northwesterly, said point being on the northeasterly line of what was formerly known as Correctionville Road and is now known as Green Avenue; thence northwesterly along said projected line to a point on the south line of what was formerly known as Egbert Avenue and is now known as Correctionville Road, which point is thirty-three (33) feet south of the north line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-five (35); thence east parallel to said north line to the place of beginning.

The South 200 feet of the Northwest Quarter (NW  1 4 ) of Section 19, Township 87 North, Range 47, West of the 5 th P.M., Woodbury County, Iowa.

A tract of land situated in Sections 25 and 36, Township 87, North, Range 48 West of the 5 th P.M., all in the County of Woodbury and State of Iowa, and more particularly described as follows:

Commencing at the East Quarter corner of said Section 25; thence North 09°32’ West along the East line of said Section 25 a distance of 360 feet; thence South 78° 37’ West a distance of 223 feet to the true point of beginning; bounded on the North by a line from the true point of beginning with a bearing of South 78°37’ West to the Missouri River; bounded on the East by a line from the true point of beginning described as follows: thence South 13°03’ West a distance of 1515.47 feet; thence South 13°55’ West a distance of 190.87 feet; thence South 26°36’ East a distance of 169.18 feet; thence South 11°29’ West a distance of 148.14 feet; thence South 18°23’ East a distance of 471.15 feet; thence South 39°52’ East a distance of 454.14 feet; thence South 9°52’ East a distance of 294.48 feet; thence South 49°13’East a distance of 331.12 feet; thence South 47°25’ East a distance of 485.23 feet; thence South 24° 54’ East a distance of 503.97 feet; thence South 0°10’ West a distance of 178.99 feet, this being the East boundary; bounded on the south by a line described as follows: From the last point on the East boundary; thence South 77°47’ West to the Missouri River; the West boundary being the Missouri River, said tract embracing any and all accretions contained in the foregoing description, to Lot 1 of said Section 25, Township 87 North, Range 48 West of the 5 th P.M. and to the SW  1 4 of the SW  1 4 of Section 30, Township 87 North, Range 47, West of the 5 th P.M., and to Lot 1 and the NW  1 4 of the NW  1 4 of Section 31, Township 87 North, Range 47, West of the 5 th P.M., subject to any rights acquired therein by the United States of America in the condemnation action #1107 Civil, in the United States District Court for the Northern District of Iowa, Western Division, and subject to the right of way agreement entered into with Iowa Public Service Company under date of July 24, 1959, less a parcel described as the South 500 feet of that part of Section 36, Township 87 North, Range 48 West of the 5 th P.M., and accretions thereto that lies Easterly of the Missouri River, all being in Woodbury County, Iowa.

 

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That part of vacated Iowa Street lying between the North line of Dace Avenue and the South lines extended of the East-West alleys in Blocks 29 and 30, East Sioux City, Woodbury County, Iowa.

The vacated part of the North-South alley in Block 30, East Sioux City Addition to Sioux City, Woodbury County, Iowa, lying between the South 27 feet of Lots 1 and 12 and between Lots 2 and 11.

Subject to the right of the City of Sioux City to use said real estate in connection with the operation of any presently existing and installed public utility, above or below the ground, and subject to the same right on the part of public utility companies operating under franchise in the City of Sioux City, Iowa.

All that part of Lot Three (3), also referred to as Tax Lot Three (3), of Auditor’s Plat of the North Half (N  1 2 ) of the Northwest Quarter (NW  1 4 ), Section Thirty-five (35), Township Eighty-nine (89) North, Range Forty-seven (47), West of the 5 th P.M., Woodbury County, Iowa, lying between and bounded by what was formerly known as “Correctionville Road”, and is now known as “Green Avenue”, on the south, and by what was formerly known as “Egbert Avenue” or Street, and is now known as “Correctionville Road”, on the north. Said part of Lot Three (3) is also described as being bounded as follows: Beginning at a point Sixty-four and one third (64 1/3 ) rods or One Thousand Sixty-one and five tenths (1061.5) feet west and thirty (30) feet south of the northeast corner of the Northwest Quarter (NW  1 4 ) of said Section Thirty-five (35), which point is also the northwest corner of Lot Ten (10) in Block Two (2) of Hedges Second Table Addition to Sioux City, Iowa; thence South on the west line of said Lot Ten (10), in said Block Two (2) of Hedges Second Table Addition to Sioux City, Iowa, for a distance of One Hundred Twenty-five (125) feet more or less, to the southwest corner of said Lot Ten (10), being also the point of intersection with the southwesterly line of Lot Eleven (11) in said Block Two (2), produced northwesterly, said point being on the northeasterly line of what is now known as Green Avenue; thence northwesterly on said projected line, being the northeasterly line of said Green Avenue, to the point of intersection with the east line of that part of Lot Two (2), also referred to as Tax Lot Two (2), of Auditor’s Plat of the North Half (N  1 2 ) of the Northwest Quarter (NW  1 4 ) of said Section Thirty-five (35) which lies northeasterly of said Green Avenue; thence north on the east line of said part of said Lot Two (2), parallel to and sixty-six (66) feet west of the west line of said Lot Ten (10) in Block Two (2) of Hedges Second Table Addition to Sioux City, Iowa, to a point thirty (30) feet south of the north line of the Northwest Quarter (NW  1 4 ) of said Section Thirty-five (35); thence east on a line parallel to and thirty (30) feet south of the north line of the Northwest Quarter (NW1/4) of said Section Thirty-five (35) for a distance of sixty-six (66) feet to the point of beginning.

A parcel of land in Government Lot One (1), Section One (1), Township 88 North (T88N), Range 43 West (R43W) of the Fifth Principal Meridian (5 th P.M.), within the limits of the incorporated town of Correctionville, Woodbury County, Iowa, more completely described as follows: Commencing at the northeast corner of said Section One, Township 88 north, Range 43 west of the 5 th P.M. (which northeast corner is also the northeast corner of Government Lot One, in said Section One); thence due West, along the North line of said Section One, said line being also the “:Second Correction Line” and being contiguous with the centerline of Fifth Street in the Town of Correctionville, Iowa, to a point eight

 

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hundred forty-five feet (845’) from said northeast corner; thence due South (along a line parallel) to and 845 feet west of the east side of said Section One) for a distance of eight hundred ninety-six and one tenth feet (896.1’) to the point of beginning; thence South one hundred fifty feet (150’); thence West two hundred feet (200’); thence North one hundred fifty feet (150’); thence East two hundred feet (200’) to the point of beginning.

All that part of Outlot “B”, Coe Second addition to Sioux City, Woodbury county, Iowa, described as follows:

Commencing at the Southwest corner of Lot 2, Block 11, of said addition, thence North along the West line of said Lot for a distance of 20.2 feet; thence with an angle to the left of 90°00’ for a distance of 16.0 feet to the place of beginning; thence with an angle to the right of 44°45’ for a distance of 220.5 feet; thence with an angle to the right of 5°43’ for a distance of 157.0 feet to the East line of John Street; thence with an angle to the right of 39°39’ for a distance of 101.45 feet; thence with angle to the right of 89°53’ for a distance of 256.35 feet to the East line of Outlot “B” at its intersection with W. 15 th St.; thence with an angle to the right of 90°00’, along the said East line, for a distance of 377.8 feet to the place of beginning.

That vacated part of Iowa Street lying between Lots 1, 2, 3, Block 35 and Lots 4, 5, 6, Block 36, all in East Sioux City, Woodbury County, Iowa, and all that vacated part of Iowa Street lying between Lots 5, 6, 7, 8, Block 3 and Lots 1, 2, 3, 4, Block 4, Middle Sioux City, Woodbury County, Iowa.

All of the part of the North half (N  1 2 ) of the South half (S  1 2 ) of Section Nineteen (19), Township Eighty Seven North (87), Range Forty Seven (47) West of the 5 th P.M., Woodbury County, Iowa, lying below the old high bank of the Missouri River (East bank of new lake), containing 113.2 acres, more or less.

All of that land in Sections Ten (10) and Eleven (11), Township 89 North, Range 47 West of the 5 th Principal Meridian, Sioux City, Woodbury County, Iowa, described in “EXHIBIT A” and as shown on ‘EXHIBITS B & C”, dated March 17, 1973, which are attached, and by reference, are made a part hereof; except 156 feet; thence westerly with an angle to the right of 32°00’ for a distance of 106 feet; thence westerly with an angle to the right of 29°30’ for a distance of 241 feet; thence southwesterly with an angle to the left of 81°30’ for a distance of 416 feet to the point of beginning located on the northerly line of Outer Drive North; thence easterly with an angle to the left of 102°30’ for a distance of 238.9 feet to the westerly line of Floyd Boulevard as presently established and traveled; thence southwesterly along the westerly line of said Floyd Boulevard to the northerly line of Outer Drive North as presently established and traveled; thence northwesterly along the northerly line of Outer Drive North to the point of beginning. Contains 0.25 acres more or less.

All that part of Tax Lots 5 and 18 in the Southwest Quarter (SW  1 4 ) of Section 11, Township 89 North, Range 47 West of the 5 th P.M., Sioux City, Woodbury County, Iowa, lying West of Floyd Blvd. as relocated per deed filed in Book 605, page 317 on Jan. 10, 1950 and adjacent to and North of parcel described as follows: Commencing at the Southeast corner of

 

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Lot 4 of Roger’s Replat of Lots 5 through 10 inclusive of Roger’s Addition to Sioux City; thence southwesterly along the Southeasterly line of Lots 4 through 1 inclusive of said Replat for a distance of 156 feet; thence westerly with an angle to the right of 32°00’, for a distance of 106 feet, to the place of beginning of this description; thence westerly with an angle to the right of 29°30’ for a distance of 241 feet; thence southwesterly with an angle to the left of 81°30’ for a distance of 416 feet; thence easterly with an angle to the left of 102°30’ for a distance of 238.9 feet to the West line of said Relocated Floyd Boulevard; thence northeasterly with an angle to the left of 65°00’ along a chord, concave easterly, for a distance of 399.3 feet (which line is also the Westerly line of Relocated Floyd Boulevard); thence from said point on the Westerly Line of said Relocated Floyd Boulevard northwesterly for a distance of 82.1 feet to the point of beginning of this description (said parcel as described being Elmwood Nursery, formerly being the Leed’s Nursing Home).

A tract of land in part of the east half of the southeast Quarter (SE  1 4 ) of Section Ten (10), Township Eighty-nine (89) North, Range Forty-seven (47) West of the 5 th P.M., Sioux City, Woodbury County, Iowa more particularly described as follows:

Commencing at the southeast corner of the Southeast Quarter of said Section 10; thence North 00°00’00” East (assumed Bearing) along the east line of the southeast Quarter of said Section 10 a distance of 549.6 feet to a point on the northerly line of Outer-Belt Drive; thence North 49° 10’21” West along the north line of said Outer-Belt Drive a distance of 435.40 feet to the Point of Beginning; thence continuing North 49°10’21 East along said north line of Outer-Belt Drive a distance of 540.00 feet to the southerly line of Indian Hills Drive projected; thence North 35° 44’24” East along the southerly line of Indian Hills Drive projected a distance of 187.00 feet; thence North 70° 06’42” East a distance of 41.20 feet; thence South 61° 17’18” East a distance of 54.90 feet; thence South 28° 05’54” East a distance of 43.90 feet; thence South 00° 05’30” West a distance of 81.40 feet; thence South 38° 09’48” East a distance of 162.40 feet; thence north 86° 06’54” East a distance of 152.90 feet; thence South 74° 20’30” East a distance of 99.20 feet; thence South 60° 17’06” East a distance of 6.35 feet; thence South 35° 44’24” West a distance of 268.52 feet to the Point of Beginning, containing 2.27 acres more or less.

The South One-Half (S  1 2 ) of the Southwest Quarter (SW  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section Thirty-One (S31), Township Eighty-seven North (T87N), Range Forty-seven (R47) West of the 5 th P.O., Woodbury County, Iowa, exclusive of public road right-of-way, and except the West One Hundred Feet (W100’).

The West 558 feet of the following described land: All that part of the SW  1 4 of the SW  1 4 of Section 4, Township 88, North Range 47, West of the 5 th P.M., described as follows: Commencing at the Southwest corner of said Section 4, thence North along the west line of said Section 201.0 feet to the place of beginning; thence East with an angle to the right of 87° 49’ for 1189.9 feet to the Westerly line of the Denison Highway; thence Northwesterly along the Westerly line of said highway for 237.9 feet; thence West parallel to the first course run from the point of beginning, for 1046.2 feet to the West line of said Section 4; thence south along said West line 194.8 feet to the place of beginning, all in the County of Woodbury and State of Iowa.

 

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The East ten (10) feet of the West thirty (30) feet of Lot Fourteen (14) in “Rogers Replat” of Lots Five (5), Six (6), Seven (7), Eight (8), Nine (9) and Ten (10) of Rogers Addition to Sioux City, Iowa, in the County of Woodbury and State of Iowa

The East ten (10) feet of Lot Fourteen (14) in “Rogers Replat” of Lots Five (5), Six (6), Seven (7), Eight (8), Nine (9) and Ten (10) of Rogers Addition to Sioux City, Iowa, in the County of Woodbury and State of Iowa.

The NE  1 4 of the NW  1 4 except a strip of land 2 rods wide along the North side thereof in Section 31, Township 87, North Range 47, West of the 5 th P.M., in the County of Woodbury and State of Iowa.

The East one-half (E  1 2 ) of the Southwest Quarter (SW  1 4 ) except the North ten (10) acres thereof in Section Thirty (30) , Township Eighty-seven (87) North, Range Forty-seven (47) West of the 5 th P.M., in the County of Woodbury and State of Iowa; except part of the East Half of the Southwest Quarter (E1/2 – SW  1 4 ), part of Government Lot 1, and part of Tax Lot “M”, Auditor’s Plat of the North Half (N  1 2 ), all in Section Thirty (30), Township Eighty Seven (87) North, Range Forty Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, described as beginning at the Center Quarter (C  1 4 ) corner of said Section 30-87-47, thence South along the North-South Half Section Line of said Section 30-87-47, 1328.0 feet, thence South 81°03’ West 1830.86 feet, thence North parallel with said North-South Half section line, 1435.0 feet, thence North 81°03’ E 1830.86 feet to said Half Section line, thence South along said line 125.0 feet to the Point of Beginning. Tract contains 60.33 acres including Public Road and 58.0 acres excluding Public Road.

Lot One (1), Northwest Quarter (NW  1 4 ) of Section Thirty-one (31) Township Eighty-Seven (87) North, Range Forty-Seven (47) West, and accretions thereto except the Westerly portion thereof transferred to Iowa Public Service Company by Warranty Deed dated March 30, 1967, and filed in Book 1130, page 409 of the county Recorder’s Office, Woodbury County, Iowa, and except the South 500 feet of Lot One (1), NW  1 4 of Section 31, Township 87 North, Range 47 West of the 5 th P.M., and all accretions thereto, except the East 950 feet thereof; and all that part of Government Lot 1 and part of the accretions thereto, all in Section 31, Township 87 North, Range 47 West of the Fifth Principal Meridian in Woodbury County, Iowa, described as follows:

Commencing at the Southeast corner of the Northeast  1 4 of the Northwest  1 4 of said Section 31; thence South 77°48’34” West along the South line of said Northeast  1 4 of the Northwest  1 4 and the south line of said Government Lot 1 for 2,219.41 feet to the point of beginning; thence continuing South 77°48’34” West along said South line and said South line projected Southwesterly for 537.32 feet to the ordinary high water mark of the Missouri River; thence North 15°47’15” West along said ordinary high water mark for 223.14 feet; thence North 13°45’14” West along said ordinary high water mark for 119.02 feet; thence North 19°36’50” West along said ordinary high water mark for 100.05 feet; thence North 14°08’07” West along said ordinary high water mark for 59.85 feet; thence North 77°49’18” East for 569.63 feet; thence South 12°10’42” East for 500.58 feet to the point of beginning.

Said described parcel contains 6.35 acres, more or less, and is subject to easements of record.

 

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The Southwest Quarter of the Southwest Quarter (SW  1 4 SW  1 4 ) of Section Thirty (30) Township Eighty-Seven (87) North, Range Forty-seven (47) West, and accretions thereto, in Woodbury County, Iowa.

Lot One (1), Section Twenty-five (25), Township Eighty-Seven (87) North, Range Forty-Eight (48) West, and accretions thereto except the Westerly portion thereof transferred to Iowa Public Service Company by Warranty Deed dated March 30, 1967, and filed in Book 1130, Page 409 in the County Recorder’s Office, Woodbury County, Iowa.

All that part of the Northwest fractional quarter of Section Eighteen (18), Township Eight-eight (88) North, Range Forty-seven (47) West of the Fifth P.M., Woodbury County, Iowa, described as follows: Beginning at appoint Thirty-three (33) feet East and One Thousand Two Hundred Ninety-five (1,295) feet North of the Southwest corner of said Northwest fractional quarter; thence North parallel to the West line thereof for a distance of Five Hundred Twenty (520) feet; thence East parallel to the South line thereof for a distance of Nine Hundred Ninety (990) feet; thence South parallel to the West line thereof for a distance of One Thousand Three Hundred Twenty (1,320) feet; thence West parallel to the South line thereof for a distance of Three Hundred Ninety (390) feet; thence North parallel to the West line thereof for a distance of Eight Hundred (800) feet; thence West parallel to the south line thereof Six Hundred (600) feet to the point of beginning.

An undivided 40.57% interest in a tract of land situated in Section Thirty-one (31), being accretion to Lot Four (4), Section Thirty-One (31), Township Eight-Seven (87) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, bounded on the north by the extension Westerly of the North line of said Lot Four (4), bounded on the East by the left bank line and the abandoned channel of the Missouri River, bounded on the south by the North line of Tract One Hundred Twenty (120), Snyder-Winnebago Complex, and bounded on the West by the Missouri River.

An undivided 40.57% interest in all that part of Section Five (5), Township Eight-Six (86) North, Range Forty-Seven (47), West of the Fifth (5 th ) Principal Meridian, as shown on Auditor’s Plant of Houver’s Island & Brown’s Lake, comprising part of Sections 28-29-32 and 33, Township 87 North, Range 47 West and a part of Section 5, Township 86 North , Range 47 West and recorded in Plat Book 12, page 30 described as follows: commencing at the Northwest (NW) corner of said Section Five (5), thence East along North line thereof Seventeen and Sixty-Five Hundredths (17.65) chains to the Point of Beginning of the land herein described, thence South 08°30’ Wets a distance of Twenty and Thirty-Four Hundredths (20.34) chains to the bank of the Missouri River, thence East along said bank to the a point which is Eight (8) chains East of the last described line measured along a line parallel to the North line of said Section Five (5), thence North 08° 30’ East Eighteen and Fifty-Two Hundredths (18.52) chains to a point on the North line of said Section Five (5) which is Eight (8) chains East of the Point of Beginning, thence West along the North line of said Section Five (5), Eight (8) chains to the Point of Beginning, and all that part of accretion land abutting thereon as shown in said Auditor’s Plat lying North and East of Snyder-Winnebago Complex Right of Way line. Line is located by commencing at the Northwest corner of Section Four (4), Township Eight-Six (86) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, thence South 89° 18’00” East along the North line of said Section Four (4), 16.50 Feet, thence south 0°

 

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47’30” West 2801.00 feet, thence South 50° 09’30” West 1953.61 feet, thence South 50°05’00” West 1871.71 feet to a point of said right of way line, thence North 50°27’36” West 2412.99 feet, thence North 55°34’06” West 1265.74 feet to the Southeasterly line of accretion to land described herein, thence North 55° 34’06” West 430.00 feet to the Northwesterly line of accretion to land described herein; except all that part of Sections Five (5) and Six (6), Township Eight-six (86) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, described as commencing at the Northeast (NE) corner of said Section 6-86-47; thence South 87° 29’48” East 1696.88 feet to a point on the center line of Brown’s Lake Outlet easement to State of Iowa (said point being the point of beginning); thence south 11°03’ 03” West 1736.23 feet along said center line; thence South 53° 30’ 50” West 1788.42 feet along said center line to the end of said outlet; thence continuing South 53° 30’ 50” West 642.61 feet to a point on the U.s. C of E. R-O-W line 1322.85 feet to RW S-8A; thence leaving said R-O-W line North 61° 37’ 42” East 112.43 feet; thence South parallel with R-O-W line south 55° 34’ 06” East 1157.91 feet; thence North 53° 30’50” East 2319.27 feet; thence North 11°03’03” East 1660.82 feet to the North line of said Section 5-86-47; thence South 87°29’48” East along said North line of Section 5-86-47, 141.57 feet to the point of beginning.

An undivided 40.57% interest in Lot One (1), Section Thirty-two (32), Township Eight-Seven (87) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, and all that part of the accretions thereto as fixed by decree in Equity #65846 in the District Court of Woodbury County, Iowa, dated July 31, 1940, lying North and East of Snyder-Winnebago Complex Right of Way line. Line is located by commencing at the Northwest (NW) corner of Section Four (4), Township Eight-Six (86) North, Range Forty-Seven (47) West of the Fifth (5 th Principal Meridian, Woodbury County, Iowa, thence South 89° 18’00” East along the North line of said Section Four (4), 16.50 feet, thence South 0°47’30” West 2,801.00 feet, thence South 50° 09’30” West 1,953.61 feet, thence South 50° 05’00” West 1871.71 feet to a point on said Right of Way line, thence North 50° 27’36” West 2412.99 feet, thence North 55°34’06” West 1695.74 feet to the Southeasterly line of accretion to Lot One (1), thence North 55°34’06” West 910.00 feet to the Northwesterly line of accretion to Lot One (1)

An undivided 40.57% interest in a tract of land situated in Section 31 and accretion land to said Section 31, Township 87 North, Range 47 West of the Fifth Principal Meridian, Woodbury County, Iowa; also situated in accretion land to Section 23, Section 24 and in the accretion land to said Section 24, Township 27 North, Range 9 East of the Sixth Principal Meridian, lying northerly of the Nebraska-Iowa state line, said tract of land being more particularly described as follows: commencing at the East quarter corner of said Section 31; thence S 80°23’00” W, 2,650.28 feet; thence S 00°10’00” W 1,248.14 feet; thence S 80°20’30”W 1,590.93 feet; thence S 25°40’30”E, 434.80 feet; thence S35°01’00”E, 232.72 feet to the point of beginning; thence S 89° 29’04E, 1698.95; thence S 00° 30’56E, 150.00 feet; thence N 89°29’04”W, 1,593.85 feet; thence S 35° 01’0”E, 478.81 feet; thence S 38° 51’00”E. 1,008.12 feet; thence S 17° 18’30”E, 257.56 feet; thence West 372.78 feet; thence N 39°11’20”W, 1,522.45 feet; thence N 18° 45’15”W, 227.06 feet; thence N 38° 21’00”W, 233.71 feet; thence S 89° 29’04”E, to the point of beginning. The tract of land herein described contains 22.81 acres, more or less.

 

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The E. 30.0 feet of the W. 55.0 feet of the N. 26.0 feet of vacated Marshall Avenue lying between Blk. 46&47, and the E. 30.0 feet of the W. 55.0 feet of the S1/2 of Block 46, all in C.B. Rustin and Co.’s Addition to Sioux City, outlots, Woodbury County, Iowa.

All that part of the Northeast Quarter of the Northwest Quarter (NE1/4 – NW1/4 ) of Section Thirty Five (35) Township Eighty Six (86) North, Range Forty Six (46) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, described as commencing at the North Quarter (N  1 4 ) corner of said Section 35-86-46, which point is 22 feet north of the centerline of Iowa Primary #141 as constructed, thence South along the East line of said NW  1 4 82.0 feet to the Point of beginning, thence continuing south 150.0 feet, thence North 89° 49’35” West parallel with centerline of Iowa Primary #141, 100.0 feet, thence North 150.0 feet, thence North 150.0 feet, thence South 89° 49’35” East 100.0 feet to the Point of Beginning. Tract contains 0.34 acres, more or less.

Note: The East line of the NW  1 4 of Section 35-86-46 is assumed to bear due South.

All of that part of vacated Water Street lying between the South line of Third Street and the extended North line of Second Street and all lying between Block 30 and 31, Sioux City East Addition to Sioux City, Woodbury County, Iowa.

Subject to the right of the City of Sioux City, Iowa, to use said real estate in connection with the operation of any presently existing and installed public utility, above or below the ground, and subject to the same right on the part of public utility companies operating under franchise in the City of Sioux City, Iowa.

Lots 1, 2 and 3, Block 34, East Sioux City, an addition to Sioux City, Iowa, subject to a railroad track right of way as presently established and traveled, and Lots 5, 6, 7, and 8, Block 2, Middle Sioux City, an Addition to Sioux City, Iowa, subject to railroad track right of way as presently established and traveled and all subject to the rights reserved by the City of Sioux City in its Deed to Grantor herein dated April 13, 1981, recorded July 27, 1981, and recorded in Roll 112, Image 1135, and subject to all other restrictions and easements of record.

All of Lots 3, 10, 11 and 12 and all of Lots 1 and 2, except the West 50 feet of the said Lots 1 and 2 and also except all that part of the said Lots 1, 2 and 3 bounded and described as follows: beginning at the Southwest corner of the said Lot 3, thence North 50 feet to the Northwest corner thereof; thence East 50 feet along the North line of the said Lot 3; thence North 100 feet along the East line of the West 50 feet of the said Lots 1, 2 and 3 bounded and described as follows: beginning at the Southwest corner of the said Lot 3, thence North 50 feet to the Northwest corner thereof; thence East 50 feet along the North line of the said Lot 3; thence North 100 feet along the East line of the West 50 feet of the said Lots 1 and 2 to the South line of Fourth Street; thence East along the North line of said Lot 1, a distance of 45 feet; thence Southwesterly to a point located 27 feet south of and 35 feet East of the Northeast corner of the West 50 feet of the said Lots 1 and 2; thence continue southwesterly to a point located 58 feet South of and 10 feet East of the Northeast corner of the said West 50 feet of the said Lots 1 and 2; thence Southeasterly to a point located 12 feet North of and 82 feet East of the Southwest corner of the said Lot 3; thence continue Southeasterly to a point on the South line of the said Lot 3, said point located 86.0 feet East of the point of beginning of this exception; thence West

 

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along South line of said Lot 3 to the said point of beginning, all in Block 19, Sioux City East, and Addition to Sioux City, Woodbury County, Iowa; together with that portion of the vacated North-South alley lying within said Block 19 between the North line of the East-West alley and the South line of Fourth Street.

That part of Iowa Street lying between Lots 10, 11 and the South 40 feet of Lot 12 in Block 29 and the South 40 feet of Lot 1 and all of Lots 2 and 3 in Block 30, East Sioux City; and that part of the North/South alley in Block 30, East Sioux City, lying between Lots 3 and 10.

The easterly 8 feet of the 16 foot wide property across Lots 10, 11 and 12 (Tax Lots P, O and N), and the North Half (N  1 2 ) of the vacated alley.

Northeast Quarter (NE  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section Thirty-One (31), Township Eighty-seven (87) North, Range Forty-Seven (47) West of the 5 th Principal Meridian, Woodbury County, State of Iowa subject only to Rights of Way and Easements of record, if any.

Lots 4-9 inclusive; the South 23’ of Lots 3 and 10; all of the North-South alley in Block 17, lying South of the North line of the South 23’ of Lots 3 and 10; the East-West alleys lying between Lots 3 and 4, and 9 and 10; all in Block 17, Sioux City East Addition.

reserving to the City of Sioux City for the benefit of the public, an easement for ingress and egress on vacated Fourth Street, between Pearl and Douglas Streets;

and also reserving an easement for maintenance and operation of franchised public utilities located in vacated Fourth Street.

Commencing at the East  1 4 corner of Section 25, Township 87 North, Range 48 West of the Fifth Principal Meridian, Woodbury County, Iowa, thence North 01°-32’ West along the East line of said Section 25 a distance of 360 ft., thence South 78°-37’ West a distance of 1805.58 ft. to C. of E. ROW stake 9A (U.S. Army Corps of Engineers Plat of Survey Dwg. No. MCs-2E14 dated May 1958, Omaha), thence North 48°-37’ East a distance of 776.22 ft., thence 90° left a distance of 1660.56 ft. to the intersection of the EW/NS grid based line established for Neal Station construction in 1962 (Plot Plan Neal Station Unit 3, Ebasco Dwg. G-161, dated 7-20-71), thence West along the EW base line a distance of 360 ft., thence North along a line parallel to the NS base line a distance of 360 ft. to the true point of beginning, thence continuing North a distance of 800 ft., thence West a distance of 384 ft., thence South a distance of 70 ft., thence East a distance of 214 ft., thence South a distance of 20 ft., thence East a distance of 170 ft. to the point of beginning. All lines from the point of beginning are parallel to the EW or NS grid base lines.

See attached plat, marked Exhibit “A”, which is hereby incorporated into this Indenture by this reference.

Said real property is the same property as:

That part of the north half of Section 25, Township 87 North, Range 48 West of the 5 th P.M., described as follows: Commencing at the Northeast corner of said Section 25; thence westerly along the north line of said Section 25 a distance of 3,482.35 feet; thence Southeasterly

 

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with an angle to the left of 129°43’30” a distance of 260.49 feet to the point of beginning; thence continuing Southeasterly on the same line a distance of 800.0 feet; thence right 90°0’ a distance of 170.0 feet; thence right 90°0’ a distance of 20.0 feet; thence left 90°0’ a distance of 214.0 feet; thence right 90°0’ a distance of 780.0 feet; thence right 90°0’ a distance 384.0 feet to the point of beginning.

The South 6  1 2 acres of SW1/4 SE1/4 Section 30, Township 87 North, Range 47, West of the 5 th P.M. and the NW  1 4 NE  1 4 and N  1 2 SW  1 4 NE  1 4 Section 31, Township 87 North, Range 47 West of the 5 th P.M. EXCEPT a strip of land 100 feet in width, 50 feet on either side of a center line over and across the following property to-wit: The NW  1 4 NE  1 4 of Section 31 and the South 13 rods of the SW  1 4 SE  1 4 of Section 30, Township 87 North, Range 47 West of the 5 th P.M. described as follows: Beginning at a point on the North line of the South 13 rods of the SW  1 4 SE  1 4 81.82 feet East of the West line of the SW  1 4 SE  1 4 ; measured at right angles to the said West line; thence southerly on a 6 degree curve the bearing of the long chord being S 11° 22’33” West for 293.82 feet; thence South 18° 11’25” West for 67.32 feet to the West line of the NW  1 4 NE  1 4 of Section 31, subject to existing county road AND ALSO EXCEPT the following to Woodbury County, Iowa, for road purposes: The West 70 feet of NW  1 4 NE  1 4 and West 70 feet of NW  1 4 SW  1 4 NE  1 4 of Section 31, containing 1.58 acres more or less.

All that part of the West Half (W  1 2 ) of the Northeast Quarter (NE  1 4 ) of Section Five (5), Township Eighty-Six (86) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa designated Lot “F” of Auditor’s Plat of Part of Section 32 & 33-87-47 and Part of Sections 4 & 5-86-47 filed December 30, 1932, in Plat Book 21, Page 36 in Woodbury County Recorder’s office, more particularly described as commencing at a point One (1) rod East of the Northwest (NW) corner of the Northwest Quarter (NW  1 4 ) of Section Four (4), Township Eighty-Six (86) North, Range Forty-Seven (47) West, thence West along the North line of said Sections Four (4) and Five (5) a distance of 1612 feet to the Point of Beginning, thence South (along the line shown in said Auditor’s Plat) 2270 feet to a point on the bank of the Missouri River in 1888 as shown on said Auditor’s Plat, thence North 74°00’ West along said bank for a distance of 1020 feet, thence North 1930 feet to a point on the North line of the West Half (W  1 2 ) of the Northeast Quarter (NE  1 4 ) of said Section Five (5), 970 feet West of the Point of Beginning, thence East along said North line 970 feet to the Point of Beginning, and all that part of accretion land abutting thereon as shown in said Auditor’s Plat lying North and East of Snyder-Winnebago Complex Right of Way line. Line is located by commencing at the Northwest corner of Section Four (4), Township Eighty-Six (86) North, Range Forty-Seven (47) West of the Fifth (5 th ) Principal Meridian, Woodbury County, Iowa, thence South 89° 18’ 00” East along the North line of said Section Four (4), 16.50 feet, thence South 0° 47’ 30” West 2801.00 feet, thence South 50° 09’ 30” West 1953.61 feet, thence South 50° 05’ 00” West 1871.71 feet to a point on said Right of Way line, thence North 50° 27’ 36” West 1877.99 feet to the Southeasterly line of accretion to Lot “F”, thence North 50° 27’ 36” West 535.00 feet, thence North 55° 34’ 06” West 325.74 feet to the Northwesterly line of accretion to Lot “F”, except the West 80 feet of Lot “F” and accretions to Lot “F”.

The North Half (N  1 2 ) of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) and the North Half (N  1 2 ) of the South Half (S  1 2 ) of the Southeast Quarter (SE  1 4 ) of the Northeast Quarter (NE  1 4 ) all in Section 31, Township 87 North, Range 47 West of the 5 th P.M., excluding those portions previously conveyed for road purposes.

 

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All of the Northeast Quarter (NE  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section 30, Township 87 North, Range 47 West of the 5 th P.M., excepting therefrom a tract of land conveyed to Northern Natural Gas Company by Warranty Deed dated September 18, 1967 and recorded in Book 1166 at page 251 in the Office of the Woodbury County Recorder and also excepting a tract of land described in a Warranty Deed dated February 2, 1968 and recorded in Book 1166 at page 589 in the Office of the Woodbury County Recorder.

The easterly one-fourth of the Northwest quarter (NW  1 4 ) of the Northeast Quarter (NE  1 4 ) of Section Thirty (30), Township Eighty-seven (87), Range Forty-seven (47), being a ten (10) acre tract comprising all of Tax Lot “E” and part of Tax Lot “D” as shown on Plat of County Auditor for Woodbury County, Iowa.

That part of the South One-half (S  1 2 ) of the Southeast Quarter (SE  1 4 ) of Section 19, Township 87 North, Range 47 West, lying East of New Lake, except that part conveyed to the Chicago & Northwestern Railway Company by deed filed December 7, 1961 and recorded in Book 1000, page 39, in the records of the Office of County Recorder of Woodbury County, Iowa, and subject to any and all easements of record and the rights of Woodbury County, Iowa.

The South Two Hundred feet except the South One Hundred Twenty feet of the East Eight Hundred Eighty feet of the Northeast Quarter (NE  1 4 ) of Section 19, Township 87 North, Range 47 West, except that part conveyed to Chicago & Northwestern Railway Company by deed filed June 7, 1962 and recorded in Book 1000, page 573, in the Records of the Office of the County Recorder of Woodbury County, Iowa, and except that part conveyed to Woodbury County for road purposes and use as a public highway by deed filed January 15, 1941 and recorded in Book 97, page 62, of the records of the Office of the County Recorded of Woodbury County, Iowa, and subject to any and all easements of record.

 

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Beginning at a point 1,344.6 feet south of the northeast corner of the Southeast Quarter of Section 18, Township 87 North, Range 47 West of the 5 th P.M., Woodbury County, Iowa; thence south 1,344.6 feet to the northeast corner of Section 19, Township 87 North, Range 47 West; thence south 2,469.2 feet to a point 200 feet north of the southeast corner of the Northeast Quarter of Section 19, Township 87 North, Range 47 West; thence west 200 feet north of and parallel to the south line of the Northeast Quarter of said Section 19 to a point on the east right-of-way line of the Chicago and North Western Railroad; thence northerly on the east right-of-way line of the Chicago and North Western Railroad to the north line of said Section 19; then northwesterly along the east right-of-way line of the Chicago and North Western Railroad to a point on the north line of the Southeast Quarter of the Southeast Quarter of said Section 18; thence east along the north line of the Southeast Quarter of the Southeast Quarter of said Section 18, 1033 feet to the point of beginning, less a parcel described as:

That portion of the southeast quarter of the southeast quarter (SE  1 4 , SE  1 4 ) of Section eighteen (18), Township eighty-seven north (T87N), Range forty-seven west (R47W) of the 5 th P.M., Woodbury County, Iowa, lying east of the Chicago and Northwestern Railroad right-of-way, described as follows:

Beginning at the southeast corner of said Section 18; thence South 79°56’36” West on the south line of the southeast quarter (SE  1 4 ) of said Section 18, for a distance of 521.99 feet to the intersection with the east line of said railroad right-of-way, thence northwesterly along said right-of-way, on a non-tangent curve concave westerly, having a radius of 2292.38 feet for a distance of 1373.05 feet, said curve having a chord bearing of North 21° 12’ 31” West with a distance of 1352.62 feet to the intersection of the north line of the SE  1 4 , SE  1 4 of said Section 18; thence North 80°08’11” East on said north line for a distance of 1018.36 feet to the northeast corner of the SE  1 4 , SE  1 4 of said Section 18; thence South 00°00’00” West on the east line of the SE  1 4 of Section 18 for a distance of 1344.30 feet to the point of beginning, containing 21.31 acres, 1.02 of which are reserved as public right-of-way for Port Neal Road. Also subject to any easements of record.

The east line of the SE  1 4 of said Section 18 is assumed to bear South 00°00’00” West to conform to previous survey by others.

All of the North half (N  1 2 ) of the Southeast quarter (SE  1 4 ) of Section nineteen (19), except that part thereof lying North on the South line of a certain tract quieted in H.H. Holmes by decree in cause #45421 Equity, filed December 2, 1922, and recorded in District Court Record 91, page 604; and except for that part of the Northeast Quarter of the Southeast Quarter (NE  1 4 -SE  1 4 ) of Section nineteen (19), described as beginning at the East Quarter (E  1 4 ) corner of said Section 19, thence South along the East line of said Section nineteen (19) a distance of 418.50 feet, thence South 79° 59’ 05” West 524.85 feet to the East Right-of-Way line of the C&NW Railway, thence North 1° 14’ 55” West along said Right-of-Way line 417.00 feet, thence North 79° 59’ 05” East 533.16 feet to the point of beginning; and the North half (N  1 2 ) of the Southwest Quarter (SW  1 4 ) and the Southwest quarter (SW  1 4 ) of the Southwest quarter (SW  1 4 ) of Section Twenty (20), except a tract described as follows: Beginning at a point on the North line of the Southwest quarter (SW  1 4 ) of Section twenty (20) and Twenty (20) feet West of the Northeast corner of said Southwest quarter (SW  1 4 ); thence in a Southeasterly direction to a point on the East line of said Southwest quarter (SW  1 4 ) and Twenty (20) feet South of the Northeast corner of said Southwest quarter (SW  1 4 ); thence North to the North line of said Southwest quarter (SW  1 4 ) of Section Twenty (20); thence West along the North line of said Southwest quarter (SW  1 4 ) to the point of beginning; all in Township Eighty-seven (87), North, Range Forty-seven (47), West of the 5 th P.M., in the County of Woodbury and State of Iowa.

Part of the Southeast Quarter (SE  1 4 ) of the Southeast Quarter (SE  1 4 ) of Section Twenty-four (24), Township Eight-nine (89) North, Range Forty-six (46) West of the 5 th P.M., Woodbury County, Iowa, described as follows: Beginning at the Southeast corner of said Southeast Quarter (SE  1 4 ) of the Southeast Quarter (SE  1 4 ); thence North Eighty-nine degrees fifty-eight minutes forty-eight seconds (N89°58’48”) West along the South line of said Southeast

 

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Quarter (SE  1 4 ) for One hundred fifty-three feet (153.00’); thence North Zero degrees zero minutes zero seconds (N0°0’0”) East for One hundred fifty-three feet (153.00’); thence South Eighty-nine degrees fifty-eight minutes forty-eight seconds (S89°58;48”) East, for One hundred fifty-three feet (153.00’) to the East line of said Southeast Quarter (SE  1 4 ); thence South Zero degrees zero minutes zero seconds (S0°0’0”) West along said East line for One hundred fifty-three feet (153.00’) to the point of beginning. Containing five hundred thirty-seven thousandths (0.537) acre including county roadway, and three hundred thirty thousandths (0.330) acre excluding said roadway.

Danbury Substation

That part of the Northeast Quarter of the Southwest Quarter of Section 27, Township 86 North, Range 42 West of the Fifth Principal Meridian, bounded as follows: On the Northeast by the Southeasterly extension of the Southwesterly line of Lot 9 in Block “A” in the Original Town of Danbury; on the Northwest by the Southeasterly line of said Block “A”; on the Southwest by the Southerly extension of the West line of said Block “A”, being also the Easterly line of Thomas Street; and on the Southeast by the center line of the main track (now removed) of the Maple River Railroad Company (now the Chicago and Northwestern Transportation Company), as said main track center line was originally located and established over and across said Section 27, and said center line being a line parallel with and distant 80 feet Southeasterly, measured at right angles, form the Southeasterly line of said Block “A”.

Except: The Easterly 160 feet thereof, conveyed by Quit Claim Deed to Danbury Elevator Co., Inc. on November 15, 1982, as shown on Book 124, Page 1810, of the Woodbury County, Iowa, Recorder’s Office.

Moville Substation Site

A parcel of land located in the SE  1 4 of Section 20, Township 89 North, Range 44 West of the 5 th p.m., Woodbury County, Iowa, described as follows:

Commencing at the southwest corner of the SE  1 4 of said Section 20; thence north 90°00’00” east 534.90 feet along the south line of said SE  1 4 to the easterly right of way line of Iowa Highway No. 140 and the point of beginning; thence north 45°42’00” east 361.63 feet along said easterly right of way line; thence south 00°00’00” west 252.57 feet to the south line of said SE  1 4 ; thence north 90°00’00” west 258.82 feet to the point of beginning, containing 0.75 acres.

Note: the south line of the SE  1 4 was assumed to bear north 90°00’00” east.

Knoxville Sub

A parcel of land described as the West 150.0 feet of the North 75.0 feet of the NE  1 4 , SE  1 4 of Section 18, T87N, R47W of the 5th Principal Meridian, Woodbury County, Iowa. Said described parcel contains 0.26 acres.

Sloan Substation

All that part of the Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) of Section Eight (8), Township Eighty-six (86) North, Range Forty-six (46) West of the Fifth Principal Meridian, Woodbury County, Iowa described as follows: Beginning at the Northwest

 

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corner of said Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) of said Section Eight (8); thence South Eighty-nine Degrees Fifty-eight Minutes Fifty-two Seconds (S 89° 58’52”) East along the North line of said Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ) for Two Hundred Eight and Seventy-one Hundredths feet (208.71’); thence South Zero Degrees Zero Minutes Zero Seconds (S 0°00’00”) West for Two Hundred Eight and Seventy-one Hundredths feet (208.71’); thence North Eighty-nine Degrees Fifty-eight Minutes Fifty-two Seconds (N 89° 58’52”) West for Two Hundred Eight and Seventy-one Hundredths feet (208.71’) to the West line of said Northwest Quarter (NW  1 4 ) of the Northwest Quarter (NW  1 4 ); thence North Zero Degrees Zero Minutes Zero Seconds (N 0°00’00”) East along said West line for Two Hundred Eight and Seventy-one Hundredths feet (208.71’) to the point of beginning. Said described parcel contains 1.000 acres, more or less, which includes 0.358 acres in roadway easement.

WRIGHT COUNTY

East 90 feet of Lot One (1), Block Three (3), Town of Eagle Grove Junction, Iowa.

West 50 feet of Lot One (1), Block Three (3), in the Town of Eagle Grove Junction, Iowa.

Lot Two (2) in Block Three (3), Original Town of Eagle Grove, Iowa.

Beginning at a point 190 feet north of the northeast corner of the south one-half (1/2) of the southwest one-quarter (1/4) of Section 36, Township 90 North, Range 26 West of the 5 th P.M., thence West 333 feet, thence south 300 feet, thence east 333 feet, thence north 300 feet to the place of beginning, all in Wright County, Iowa.

A tract described as beginning 777.44 feet North of the South West corner of the South East  1 4 of the South East  1 4 Section 21, Township 91 North, Range 26 West of the 5 th P.M., Iowa, thence north 00° 03 minutes east 190 feet to a point on the Southerly right-of-way line of present county road; thence South 50° 46 minutes East 306 feet, along said right-of-way line of present county road, thence North 89° 08 1/2 minutes West 237.22 feet to point of beginning.

Beginning at the center of Section 31, T.92 N., R. 24 W., Wright County, Iowa; thence north 100 feet; thence east 108 feet; thence south 100 feet; thence west 108 feet to the point of beginning, subject to existing road right of way.

The South four hundred (400) feet of that part of the Northeast Quarter of the Northeast Quarter of Section 27, Township 91 North, Range 26 West of the Fifth P.M., Iowa, lying North and West of the Railroad right of way.

Goldfield Substation

Parcel B in the SW SW 34-92-26 (from Assessors site)

Rowan Junction Substation

Auditors Parcel Letter “C” located in the NE  1 4 of the NE  1 4 of Section 35, Township 92 North, Range 24 West of the 5 th P.M., Wright County, Iowa more particularly described as follows: Beginning at the Northeast Corner of said Section 35; thence
S01°00’36”W, 383.01 feet

 

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along the East line of the NE  1 4 of said Section 35 to a point; thence N89°22’07”W 383.01 feet to a point; thence N01°00’36”E 383.01 feet to a point on the North line of the NE  1 4 of said Section 35; thence S89°22’07”E 383.01 feet along the North line to the point of beginning, said parcel contains 3.368 acres, more or less, including 0.555 acres of road easement.

Wall Lake Substation

Parcel A of the Plat of Survey dated September 29, 2003, filed October 9, 2003in Book 8, Page 1 of the Wright County Recorder’s Office, more particularly described as follows:

Part of the Northwest Quarter of the Southwest Quarter of Section 36, Township90 North, Range 24 West of the fifth Principal Meridian in Wall Lake Township, Wright County, Iowa, described as follows: Commencing at an existing iron monument at the Northwest corner of the Southwest Quarter of said Section 36: Thence North 89 degrees 47 minutes 43 seconds East, assumed bearing, along the North line of Southwest Quarter of said Section 36 and along the centerline of 335 th Street, as exists, a distance of 150.00 fee, to the point of beginning; thence continuing North 89 degrees 47 minutes 43 seconds East, along the North line of said Southwest Quarter and along centerline, a distance of 394.40 feet; thence South 00 degrees 00 minutes 00 seconds West, parallel with the West line of the Southwest Quarter of said Section 36, a distance of 469040 feet; thence South 89 degrees 47 minutes 43 seconds West, parallel with the North line of said Southwest Quarter, a distance of 469.40 feet, to the Easterly right of way of U.S. Highway No. 69; thence North 00 degrees 00 minutes 00 seconds East, along said Easterly right of way and parallel with the West line of said Southwest Quarter, a distance of 169.13 feet; thence Northerly along a tangent curve, concave to the West, with a central angle of 00 degrees 14 minutes 16 seconds, a radius of 55083.00 feet, and arc length of 228.67 feet; thence North 46 degrees 24 minutes 04 seconds East, along said right of way, a distance of 104.22 feet to the point of beginning.

Blairsburg Maintenance Building (Wind)

Lot 1, Block 2, Northeast View Addition to Blairsburg, Iowa

 

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ELECTRIC PLANTS AND SYSTEMS

All electric generating plants and electric transmission and distribution systems of the Company situated in Adair, Adams, Audubon, Benton, Black Hawk, Boone, Bremer, Buchanan, Buena Vista, Butler, Calhoun, Carroll, Cass, Cedar, Cerro Gordo, Cherokee, Chickasaw, Clay, Clinton, Crawford, Dallas, Des Moines, Dickinson, Emmet, Fayette, Floyd, Franklin, Fremont, Grundy, Guthrie, Hamilton, Hardin, Harrison, Humboldt, Ida, Iowa, Jasper, Johnson, Keokuk, Kossuth, Lee, Linn, Louisa, Lucas, Lyon, Madison, Mahaska, Marion, Marshall, Mills, Monona, Monroe, Montgomery, Muscatine, O’Brien, Osceola, Page, Palo Alto, Plymouth, Pocahontas, Polk, Pottawattamie, Poweshiek, Sac, Scott, Shelby, Sioux, Story, Tama, Taylor, Union, Wapello, Warren, Washington, Webster, Woodbury and Wright Counties in the State of Iowa, including all power plants, buildings, structures, boilers, turbines, generators, dynamos, motors, engines, condensers, pipes, conduits, switches, transformers, insulators, towers, poles, wires, meters, machinery, equipment, easements and rights-of-way forming a part of or appertaining to such generating plants and electric transmission and distribution systems, or any of them, including without limiting the generality of the foregoing, the following described property:

Electric Generating Plants

Neal Energy Center Unit No. 1 and Unit No. 2 Steam Electric Generating Station located at 1151 260 th Street, Sergeant Bluff, Woodbury County, Iowa – 100% ownership.

Neal Energy Center Unit No. 3 Steam Electric Generating Station located at 1151 260 th Street, Sergeant Bluff, Woodbury County, Iowa – 72% ownership.

Neal Energy Center Unit No. 4 Steam Electric Generating Station located at 2761 Port Neal Circle, Salix, Woodbury County, Iowa – 40.6% ownership.

Walter Scott, Jr. Energy Center Unit No. 1 and Unit No. 2 Steam Electric Generating Station located at 7215 Navajo Road, Council Bluffs, Pottawattamie County, Iowa – 100% ownership.

Walter Scott, Jr. Energy Center Unit No. 3 Steam Electric Generating Station located at 7215 Navajo Road, Council Bluffs, Pottawattamie County, Iowa – 79.1% ownership.

Walter Scott, Jr. Energy Center Unit No. 4 Steam Electric Generating Station located at 7215 Navajo Road, Council Bluffs, Pottawattamie County, Iowa – 59.7% ownership.

Ottumwa Steam Electric Generating Station located 12 miles Northwest of Ottumwa, Wapello County, Iowa – 52% ownership.

Louisa Steam Electric Generating Station located at 8602 172 nd Street, Muscatine, Louisa County, Iowa – 88% ownership.

Electrifarm Unit No. 1, Unit No. 2 and Unit No. 3 Combustion Turbine Generating Unit located at 3051 West Shaulis Road, Waterloo, Blackhawk County, Iowa – 100% ownership.

Merl Parr Combustion Turbine Generating Units located at 201 11 th Street, Charles City, Floyd County, Iowa – 100% ownership.

 

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River Hills Combustion Turbine Generating Units located at 601 2 nd Avenue, Des Moines, Polk County, Iowa – 100% ownership.

The Sycamore Combustion Turbine Generating Units located at 6149 Northwest Beaver Drive, Johnston, Polk County, Iowa – 100% ownership.

The Pleasant Hill Combustion Turbine Generating Units located at 3191 Southeast 45 th Avenue, Pleasant Hill, Polk County, Iowa – 100% ownership.

Greater Des Moines Energy Center Combined Cycle Generating Unit located at 4401 Carlisle Road, Pleasant Hill, Polk County, Iowa – 100% ownership.

Riverside Generating Station located at 6001 State Street, Bettendorf, Scott County, Iowa –100% ownership.

Coralville Combustion Turbine Generating Units, 401 – 1 st Avenue, Coralville, Johnson County, Iowa – 100 % ownership.

Adair Wind Generating Units, Adair, Adair County, Iowa – 100% ownership.

Carroll Wind Generating Units, Carroll, Carroll County, Iowa – 100% ownership.

Century Wind Generating Units, Blairsburg, Hamilton County, Iowa – 100% ownership.

Charles City Wind Generating Units, Charles City, Floyd County, Iowa – 100% ownership.

Eclipse Wind Generating Units, Adair, Adair County, Iowa – 100% ownership.

Intrepid Wind Generating Units, Schaller, Sac County, Iowa – 100% ownership.

Laurel Wind Generating Units, Laurel, Marshall County, Iowa – 100% ownership.

Morning Light Wind Generating Units, Adair, Adair County, Iowa – 100% ownership.

Pomeroy Wind Generating Units, Pomeroy, Calhoun County, Iowa – 100% ownership.

Rolling Hills Wind Generating Units, Massena, Cass County, Iowa – 100% ownership.

Victory Wind Generating Units, Westside, Carroll County, Iowa – 100% ownership.

Vienna Wind Generating Units, Marshalltown, Marshall County, Iowa – 100% ownership.

Walnut Wind Generating Units, Walnut, Pottawattamie County, Iowa – 100% ownership.

 

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Electric Transmission Lines

 

LINE SECTIONS    VOLTAGE    MILES

345 Kilovolt

 

Raun Substation to Neal Energy Center South Substation

     345 kV         0.86   

Raun Substation to Western Area Power Administration (Hinton Substation)

     345 kV         9.57   

Raun Substation to Nebraska State Line

     345 kV         1.08   

Raun Substation to Minnesota State Line

     345 kV         98.68   

Raun Substation to Neal Energy Center North Substation

     345 kV         0.56   

Raun Substation to Lehigh Substation

     345 kV         83.62   

Lehigh Substation to Webster Substation

     345 kV         7.93   

Ottumwa Generating Station to Montezuma Substation

     345 kV         18.93   

Bondurant to Montezuma

     345 kV         49.91   

West Rolling Hills Tap to Rolling Hills

     345 kV         0.05   

Walcott to IPSCO

     345 kV         6.84   

Booneville to Missouri State Line

     345 kV         97.13   

East Rolling Hills Tap to Rolling Hills

     345 kV         0.05   

Sycamore North to Grimes North

     345 kV         5.50   

Substation K to Hills

     345 kV         12.68   

Greater Des Moines Energy Center to Southeast Polk

     345 kV         1.28   

Walter Scott Jr. Energy Center (CBEC) to West Rolling Hills Tap

     345 kV         43.93   

Fallow Avenue to Eclipse

     345 kV         8.77   

Substation 93 to Oak Grove Substation

     345 kV         24.54   

Substation 93 to Substation 92

     345 kV         21.29   

Substation 93 to Substation T

     345 kV         22.82   

Walter Scott Jr. Energy Center (CBEC) to Nebraska State Line

     345 kV         4.87   

East Rolling Hills Tap to Madison County

     345 kV         44.07   

Duane Arnold Energy Center Tap to Hazelton

     345 kV         18.12   

Grimes South to Sycamore South

     345 kV         7.64   

Substation 56 to Walcott

     345 kV         6.38   

Norwalk to Southeast Polk

     345 kV         10.02   

Montezuma to Hills

     345 kV         53.60   

Substation K to Duane Arnold Energy Center Tap

     345 kV         29.34   

Grimes South to Booneville

     345 kV         10.16   

Booneville to Madison County Switching Station

     345 kV         10.40   

Walcott to Substation 92

     345 kV         21.50   

Grimes North to Lehigh

     345 kV         41.20   

Fallow Avenue to Grimes

     345 kV         32.59   

Substation 56 to Substation 91

     345 kV         13.37   

Substation 91 to Quad Cities Station

     345 kV         12.20   

Sycamore to Bondurant

     345 kV         9.38   

Madison County Switching Station to Norwalk

     345 kV         14.62   

Greater Des Moines Energy Center to Bondurant

     345 kV         8.66   

 

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Walter Scott Jr. Energy Center (CBEC) to Fallow Avenue

     345 kV         44.37   

Substation 92 to Hills

     345 kV         16.32   

Adams to Hazelton

     345 kV         15.94   

161 Kilovolt

 

Blackhawk to STR 95

     161 kV         11.83   

Norwalk to Booneville

     161 kV         16.88   

Granger to North Highways 141 and 44 Tap

     161 kV         2.31   

Northeast Ankeny to Perry

     161 kV         1.22   

Raun to Morningside

     161 kV         16.53   

Sycamore to 100th Street and 54th Avenue

     161 kV         4.59   

Brooks Tap to Creston

     161 kV         29.20   

Butler to Cedar Falls Municipal Utilities Tap

     161 kV         15.93   

Victory to Carroll

     161 kV         16.85   

Earlham to Booneville

     161 kV         14.56   

Winterset Junction to Norwalk

     161 kV         18.63   

Metro East to Altoona

     161 kV         2.74   

Franklin to Butler

     161 kV         26.24   

60th Street to West Grand Avenue

     161 kV         2.25   

Blackhawk to Deere Foundry

     161 kV         6.20   

Substation K to Coral Ridge

     161 kV         4.99   

Walter Scott, Jr. Energy Center (CBEC) to Quick Substation

     161 kV         12.10   

Booneville to West Grand Avenue

     161 kV         5.67   

Substation 56 to Substation 89

     161 kV         22.15   

Bunge to Hastings

     161 kV         20.26   

Greenfield Plaza to Southeast Polk

     161 kV         7.49   

Substation ICP 3 Terminal Tie

     161 kV         0.05   

Utica Ridge to Substation 71

     161 kV         2.08   

Delaware to Bondurant

     161 kV         5.54   

Greater Des Moines Energy Center to Metro East

     161 kV         3.74   

Substation 702 to Substation 701

     161 kV         1.89   

Leeds to Plymouth

     161 kV         6.15   

Substation 71 to Substation 88

     161 kV         4.05   

Substation 87 to Substation 112

     161 kV         12.26   

Substation 701 to Nebraska State Line

     161 kV         6.71   

North Highways 141 and 44 Tap to Highways 141 and 44 Substation

     161 kV         0.03   

Clarinda to Hastings

     161 kV         31.27   

Carroll to Drager (Corn Belt Power Cooperative)

     161 kV         5.49   

Wall Lake to Franklin

     161 kV         17.72   

Newport (Central Iowa Power Cooperative) to Denmark (IES Utilities, Inc.)

     161 kV         5.65   

Substation 17 to Substation 49

     161 kV         3.54   

Washburn to Hazleton

     161 kV         28.53   

Substation 70 to Substation 88

     161 kV         0.80   

Grimes to Granger Tap

     161 kV         1.43   

 

151


Martin Luther King Boulevard to Forest Avenue and Vermont Street

     161 kV         1.88   

Electrifarm to Washburn

     161 kV         8.56   

Substation 58 Tap to Substation 58

     161 kV         2.69   

Sac to Pocahontas

     161 kV         27.12   

Southeast Polk to Greater Des Moines Energy Center (West Line)

     161 kV         0.99   

Deere Engine Works to Electrifarm

     161 kV         2.74   

Waterloo West to Deere Engine Works

     161 kV         4.85   

Greater Des Moines Energy Center to Reasnor

     161 kV         23.30   

Substation 74 to Utica Ridge

     161 kV         2.08   

Waterloo West to Deere Foundry

     161 kV         0.64   

Blackhawk to Midport

     161 kV         3.52   

Granger to Bittersweet

     161 kV         2.91   

Kellogg to Leeds

     161 kV         3.52   

Southeast Polk to Greater Des Moines Energy Center (East Line)

     161 kV         0.93   

16th Street and Wabash to Martin Luther King Boulevard

     161 kV         0.78   

Manawa to Substation 702

     161 kV         2.26   

88th Street to Alice’s Road Substation

     161 kV         3.04   

Army Post Road to Greenfield Plaza

     161 kV         5.28   

Hills to Substation E

     161 kV         6.56   

142nd Street Substation to Grimes

     161 kV         1.47   

Lundquist to Deere Northeast

     161 kV         4.49   

Substation Y to Substation G

     161 kV         3.77   

100th Street and Douglas Avenue to 109th Street and Clark Street

     161 kV         2.43   

Webster to Wright

     161 kV         11.77   

Clipper to Sac

     161 kV         2.99   

100th Street and 54th Avenue to 100th Street and Douglas Avenue

     161 kV         3.90   

69 Kilovolt

 

Hampton West to Sheffield

     69 kV         12.65   

Greater Des Moines Energy Center to Carlisle

     69 kV         5.40   

John Deere to East 22nd Street and Broadway Avenue Tap

     69 kV         7.39   

Substation T (Fort Dodge) to Frontier Tap

     69 kV         1.69   

86th Street and University Boulevard Tap to 73rd Street and Buffalo Road Substation

     69 kV         0.99   

Sherwood (Corn Belt Power Cooperative) to Rockwell City Tap

     69 kV         7.40   

Alleman to Ames Municipal Tie

     69 kV         14.64   

Maynard to Ridgeway

     69 kV         4.00   

Substation 59 to Substation A

     69 kV         14.11   

Elivra Tap to Substation 73

     69 kV         1.96   

Doon Tap (Northwest Iowa Power Cooperative) to Perkins Tap (Northwest Iowa Power Cooperative)

     69 kV         2.46   

Substation 56 to Substation 59

     69 kV         4.01   

Sac City to Corn Belt Power Cooperative Tie (East)

     69 kV         2.78   

Sycamore to 50th Street and Aurora Avenue Substation

     69 kV         3.12   

Clarksville to Waverly Junction

     69 kV         12.69   

Plainfield Substation to Corn Belt Power Cooperative (Plainfield) Tie

     69 kV         0.45   

 

152


Hickory Avenue to Boyden

     69 kV         7.60   

Teakwood to Northwest Iowa Power Cooperative East

     69 kV         2.04   

Electrifarm to Murphy

     69 kV         6.23   

Substation 50 to Central Iowa Power Cooperative Tie

     69 kV         2.27   

Rock Valley 69 to Inwood Tap

     69 kV         9.48   

Sidney to Percival

     69 kV         10.11   

Prairie City to Monroe

     69 kV         7.79   

Emmetsburg South to Emmetsburg East

     69 kV         1.18   

Walter Scott, Jr. Energy Center (CBEC) to Glenwood

     69 kV         14.20   

WIDA to Cedar Falls Municipal Utilities Tie

     69 kV         0.76   

Shenandoah to Sidney

     69 kV         14.40   

16th Street and Wabash to Sec Taylor Tap

     69 kV         2.05   

Division Street to Eastside

     69 kV         1.38   

Des Moines Water Works Substation to 28th Street and Rock Island Tap

     69 kV         0.42   

Floyd to Charles City South

     69 kV         1.52   

Substation A to Substation 84

     69 kV         8.59   

Clarinda to Coburg Tap (Central Iowa Power Cooperative)

     69 kV         16.60   

Cherokee South to Cherokee North

     69 kV         3.95   

Substation 42 to Substation 18

     69 kV         1.31   

River Hills to Sec Taylor Tap

     69 kV         0.80   

Carroll South Tap to Carroll North

     69 kV         0.35   

Substation J to Substation L Tap

     69 kV         2.24   

Central Iowa Power Cooperative/Ankeny Rural Electric Cooperative Tap to John Deere

     69 kV         5.26   

Waukee to Adel

     69 kV         8.28   

Neal Energy Center North to Southbridge Substation Tap (Northwest Iowa Power Cooperative)

     69 kV         1.65   

Buena Vista County to Storm Lake North

     69 kV         6.28   

Substation E to Substation A

     69 kV         2.56   

Waukee to Ashawa

     69 kV         6.50   

Pleasantville to Knoxville

     69 kV         11.11   

Colfax to Skunk River (Iowa State University) Tie

     69 kV         2.44   

Northwest Iowa Power Cooperative LeMars Tap to LeMars South

     69 kV         1.32   

Emmetsburg to Corn Belt Power Cooperative Tie (North)

     69 kV         3.26   

Walter Scott, Jr. Energy Center (CBEC) to Substation 705

     69 kV         6.41   

Clow to Mahaska

     69 kV         2.48   

Sheldon to Northwest Iowa Power Cooperative Tap

     69 kV         10.48   

Teakwood to Northwest Iowa Power Cooperative West

     69 kV         2.04   

Firestone Tap to 2nd Avenue and Broadway Avenue Substation

     69 kV         0.08   

Eagle Tap to Rock Valley 69

     69 kV         7.00   

63rd Street and Park Avenue Substation to West Des Moines Substation

     69 kV         1.07   

37th Street and Rock Island Substation to Monarch Tap

     69 kV         1.30   

Substation 56 Tap to CIPCO Blue Grass Tap (Central Iowa Power Cooperative)

     69 kV         1.12   

16th Street and Wabash Substation to Des Moines Water Works Substation

     69 kV         0.66   

 

153


Monroe to Otley (Pella Rural Electric Cooperative)

     69 kV         7.73   

Walter Scott, Jr. Energy Center (CBEC) to Substation 706

     69 kV         6.49   

Hampton West to Corn Belt Power Cooperative (Reeve) Tie

     69 kV         4.75   

Substation 72 to Substation A

     69 kV         4.38   

Substation Q to Substation G

     69 kV         4.66   

Toyne (Central Iowa Power Cooperative) to Templeton

     69 kV         1.00   

Audubon to Templeton

     69 kV         14.63   

Aurelia Tap (Northwest Iowa Power Cooperative) to Buena Vista

     69 kV         9.19   

Clarion to Eagle Grove

     69 kV         12.68   

Southeast 22nd Street and Scott Avenue Tap to Southeast 22nd Street and Market Street Tap

     69 kV         0.21   

Monona to Northwest Iowa Power Cooperative Tie

     69 kV         2.71   

Sioux City Water Works Tap to Sioux City West

     69 kV         1.60   

Substation 56 to Substation 56 Tap

     69 kV         3.58   

Lemars North Tap to Lemars North

     69 kV         2.23   

Substation 84 to Substation 55

     69 kV         4.56   

Kellogg to Division

     69 kV         1.16   

River Hills to Forest Avenue and Vermont Street

     69 kV         1.01   

Substation 55 to Substation 17

     69 kV         13.48   

Substation 39 Tap to Substation 46

     69 kV         1.76   

East 22nd Street and Broadway Avenue Tap to East 17th Street and Broadway Avenue Substation

     69 kV         0.87   

Greater Des Moines Energy Center to Indianola Substation

     69 kV         12.61   

Substation K to Frontier Tap

     69 kV         2.68   

Denver Tap to Waverly Junction

     69 kV         11.22   

Substation R Tap to Substation 41

     69 kV         1.90   

Alleman to Central Iowa Power Cooperative/Ankeny Rural Electric Cooperative Tap

     69 kV         1.78   

Salix Junction to Morningside

     69 kV         0.00   

Merrill North to LeMars North Tap

     69 kV         7.97   

New Sharon Substation to Poweshiek Substation (IES Utilities, Inc.)

     69 kV         7.86   

Hudson Junction to Eagle (Northwest Iowa Power Cooperative)

     69 kV         7.15   

Sanborn Corner to Mid-America Tap

     69 kV         1.02   

Substation 36 to Substation 37

     69 kV         7.56   

Substation 56 Tap to Substation 75

     69 kV         4.20   

Merrill to Merrill North Tap

     69 kV         0.34   

Substation E to Substation A

     69 kV         2.56   

Substation B to Sand Road Tap

     69 kV         4.22   

Substation 701 to Honey Creek Tap

     69 kV         10.22   

Kellogg to Sioux City Water Works Tap

     69 kV         1.50   

Rockwell City Tap to Pomeroy 161

     69 kV         12.13   

Northwest Iowa Power Cooperative Tap to Sanborn Corner

     69 kV         0.49   

James to Plymouth

     69 kV         2.17   

Substation Q to Substation T

     69 kV         4.92   

59th Street and Tonka Avenue Tap to 73rd Street and Buffalo Road Substation

     69 kV         2.41   

Hampton West to Latimer Tap

     69 kV         8.89   

Substation 73 to Dupont Tap (ITC Midwest LLC)

     69 kV         0.63   

 

154


Substation 39 to Substation E

     69 kV         4.75   

Charles City North to Quarry Road Tap

     69 kV         1.43   

Danbury to Monona

     69 kV         2.86   

Avoca to J7 Tie (Northwest Iowa Power Cooperative)

     69 kV         16.44   

Hills to IA Junction Substation (Central Iowa Power Cooperative)

     69 kV         6.00   

Blue Grass Tap (Central Iowa Power Cooperative ) to Substation 50

     69 kV         2.99   

Substation 41 to Substation S

     69 kV         1.70   

Tracy Substation (Pella Rural Electric Cooperative) to Beacon Substation

     69 kV         13.66   

Pleasant Hill Generating Unit 3 to Greater Des Moines Energy Center

     69 kV         0.25   

Carroll 161 to Auburn

     69 kV         13.00   

Kellogg to State Steel Tap

     69 kV         5.32   

38th Street and Franklin Avenue Substation to 16th Street and College Avenue Substation

     69 kV         1.90   

Substation S to South Park Substation

     69 kV         5.46   

Substation 55 to Buffalo Bill Tap (Central Iowa Power Cooperative)

     69 kV         3.32   

Essex Tap (Central Iowa Power Cooperative) to Shenandoah

     69 kV         9.60   

Thor to Goldfield

     69 kV         7.12   

Emmetsburg to Corn Belt Power Cooperative South Tie

     69 kV         1.93   

Auburn to Sherwood (Corn Belt Power Cooperative)

     69 kV         9.32   

Electrifarm to Ridgeway

     69 kV         2.62   

Substation 18 to Substation S

     69 kV         2.68   

Hamburg (NWEPCO) to Percival

     69 kV         7.50   

2nd Avenue and Broadway Avenue Substation to Sycamore

     69 kV         5.31   

Prairie City to Colfax

     69 kV         5.19   

Plymouth to Perry Tap (Northwest Iowa Power Cooperative)

     69 kV         3.45   

Mid America Tap to Wisdom 69 kV Tie (Corn Belt Power Cooperative)

     69 kV         22.35   

Substation 703 to Substation 701

     69 kV         6.14   

Forest Avenue and Vermont Street to 16th Street and College Avenue

     69 kV         1.61   

Sycamore to John Deere (Ankeny) Substation

     69 kV         6.05   

Substation P to Substation 57

     69 kV         2.12   

Southeast 22nd Street and Market Street Tap to East 23rd Street and Dean Avenue Substation

     69 kV         0.42   

Carroll South to Carroll 161

     69 kV         5.10   

Ashawa to West Des Moines Substation

     69 kV         2.95   

Ida Grove to Northwest Iowa Power Cooperative Tie

     69 kV         2.40   

Knoxville Substation to Knoxville Industrial Substation

     69 kV         3.26   

Substation G to Substation K

     69 kV         2.06   

Knoxville Industrial Substation to Tracy Substation

     69 kV         7.69   

Hastings to Emerson

     69 kV         6.05   

Substation R Tap to Substation R

     69 kV         0.33   

59th Street and Tonka Avenue Tap to West Des Moines Substation

     69 kV         0.29   

Northeast 7th Street and Broadway Avenue Tap to 2nd Street and Broadway Avenue Substation

     69 kV         0.46   

76th Street and Douglas Avenue to 86th Street and Douglas Avenue Tap

     69 kV         0.74   

28th Street and Rock Island Tap to 16th Street and Wabash

     69 kV         1.09   

 

155


Humboldt Central Tap to Hope Tie (Corn Belt Power Cooperative)

     69 kV         3.43   

Earlharm to Redfield

     69 kV         8.25   

West Pella Rural Electric Cooperative to Pella

     69 kV         0.09   

Substation 30 to Substation R

     69 kV         0.86   

Malvern to Hastings

     69 kV         5.12   

Sheldon to Hospers

     69 kV         8.32   

State Steel Tap to Knox Tap

     69 kV         9.49   

Eagle Tap to Eagle Tie (Northwest Iowa Power Cooperative)

     69 kV         5.00   

Gilbertville Tap to Washburn

     69 kV         1.60   

Southbridge Substation Tap (Northwest Iowa Power Cooperative) to Knox

     69 kV         1.92   

Williams Bros (Latimer) Tap to Coulter Tap

     69 kV         2.00   

Perkins Tap (Northwest Iowa Power Cooperative) to Hull

     69 kV         1.46   

Cherokee North to Aurelia Tap (Northwest Iowa Power Cooperative)

     69 kV         11.25   

Nashua Tap to Plainfield Tap

     69 kV         15.07   

Clarksville to Interstate Power and Light Company Green Tap

     69 kV         8.52   

Tracy Substation to Tracy Substation (Pella Rural Electric Cooperative)

     69 kV         2.34   

38th Street and Franklin Avenue Substation to 28th Street and Rock Island Tap

     69 kV         3.09   

Greater Des Moines Energy Center to Southeast 124th Street

     69 kV         11.46   

Meriden to Cherokee North

     69 kV         2.56   

Substation L Tap to Substation B

     69 kV         0.02   

Blackhawk to Janesville

     69 kV         9.53   

Logan to J13 (Northwest Iowa Power Cooperative)

     69 kV         5.56   

Substation 39 to Substation 39 Tap

     69 kV         3.25   

Little Sioux to Cherokee South

     69 kV         6.50   

Sand Road Tap to Hills

     69 kV         2.79   

Sheldon to Boyden

     69 kV         7.71   

Clarinda to Essex Tap (Central Iowa Power Cooperative)

     69 kV         16.57   

Substation 37 to Substation 46

     69 kV         2.27   

Charles City South to Nashua Tap

     69 kV         10.38   

Substation 18 to Substation S

     69 kV         2.68   

Adel to Redfield

     69 kV         8.84   

Battle Creek to MAPCO Tap

     69 kV         2.57   

Missouri Valley to Logan

     69 kV         8.79   

LeMars South to LeMars West

     69 kV         0.51   

86th Street and Douglas Avenue Tap to Sycamore

     69 kV         6.08   

Lake Cornelia Tap (Corn Belt Power Cooperative) to Clarion

     69 kV         1.53   

86th Street and University Boulevard Tap to Ashawa

     69 kV         3.60   

Zeidler Tap to McCoy Tap

     69 kV         3.50   

Substation P to Substation R

     69 kV         1.77   

Substation 40 to Substation E

     69 kV         2.56   

Inwood Tap to Hudson Junction

     69 kV         1.54   

Substation A to Substation 57

     69 kV         3.09   

Rock Valley Town Tap to Northwest Iowa Power Cooperative Tie

     69 kV         2.22   

McCoy Tap to Gilbertville Tap

     69 kV         2.18   

Indianola Substation to Indianola City Limits

     69 kV         1.98   

 

156


Perry Tap (Northwest Iowa Power Cooperative) to Logan Park

     69 kV         5.38   

Oskaloosa Substation to Clow

     69 kV         1.44   

Plymouth to Merrill

     69 kV         11.24   

Eastside to James

     69 kV         5.91   

Walter Scott, Jr. Energy Center (CBEC) to Substation 701

     69 kV         8.31   

Substation G to Substation R Tap

     69 kV         1.08   

Interstate Power and Light Company Green Tap to Floyd

     69 kV         9.98   

Substation 36 to Substation 38

     69 kV         2.38   

Beacon Substation to Oskaloosa Substation

     69 kV         3.28   

Wright to Eagle Grove

     69 kV         8.21   

Maynard to Blackhawk

     69 kV         6.80   

Substation 56 to Substation G

     69 kV         8.11   

Glenwood to Malvern

     69 kV         10.09   

63rd Street and Park Avenue Tap to 63rd Street and Park Avenue Substation

     69 kV         2.51   

Plainfield Tap to Waverly Junction

     69 kV         3.50   

Blackhawk to WIDA

     69 kV         3.40   

McCook to Logan Park

     69 kV         4.41   

Coulter Tap to Lake Cornelia Tap (Corn Belt Power Cooperative)

     69 kV         14.47   

Latimer Tap to Williams Bros (Latimer) Tap

     69 kV         1.43   

Substation 704 to Substation 701

     69 kV         3.43   

Emmetsburg East to Corn Belt Power Cooperative Tap

     69 kV         2.05   

Shenandoah to Imogene (Central Iowa Power Cooperative)

     69 kV         9.23   

Substation 705 to Substation 704

     69 kV         1.13   

Thor Tap to Humboldt East

     69 kV         7.00   

Southeast 22nd Street and Scott Avenue Tap to Southeast 30th Street and Vandalia Road Substation

     69 kV         1.51   

Knoxville to Lucas County (IES Utilities, Inc.) Tie

     69 kV         12.99   

Storm Lake North to Storm Lake East

     69 kV         2.50   

Beacon to Mahaska

     69 kV         7.16   

Janesville to Waverly Interconnection

     69 kV         0.83   

Substation A to Substation P

     69 kV         5.17   

Eastside to Salix Junction

     69 kV         14.18   

Sycamore to Firestone Tap

     69 kV         4.62   

Substation 38 to Substation S

     69 kV         2.56   

Maynard to Zeidler

     69 kV         2.42   

East 17th Street and Broadway Avenue Substation to Northeast 7th Street and Broadway Avenue Tap

     69 kV         0.39   

Oskaloosa Substation to Oskaloosa “M” Avenue West Substation

     69 kV         2.11   

Sheffield to Corn Belt Power Cooperative Tie

     69 kV         4.00   

Oskaloosa “M” Avenue West Substation to New Sharon Substation

     69 kV         11.54   

Northwest Iowa Power Cooperative Tap to Rock Valley 69

     69 kV         1.48   

Ida Grove to Battle Creek

     69 kV         7.73   

Exira to Northwest Iowa Power Cooperative Tie

     69 kV         12.49   

Plainfield Tap to Plainfield Substation

     69 kV         4.25   

Rock Valley 69 to Rock Valley Town Tap

     69 kV         3.72   

Sioux City West to Dakota Dunes

     69 kV         3.92   

Carlise to Pleasantville

     69 kV         14.70   

 

157


Goldfield to Eagle Grove

     69 kV         6.79   

Plymouth to LeMars Tap (Northwest Iowa Power Cooperative)

     69 kV         19.07   

Sac County to Storm Lake North

     69 kV         9.06   

Carroll South to Toyne (Central Iowa Power Cooperative)

     69 kV         8.50   

Coburg Tap (Central Iowa Power Cooperative ) to Red Oak

     69 kV         8.32   

Humboldt East to Humboldt Central Tap

     69 kV         1.12   

Substation 22 to Substation 37

     69 kV         5.50   

16th Street and Wabash to River Hills

     69 kV         1.52   

Otley (Pella Rural Electric Cooperative) to West Pella Rural Electric Cooperative (Central Iowa Power Cooperative)

     69 kV         4.29   

Substation 75 to Substation G

     69 kV         2.13   

Storm Lake East to Miles Nelson Tie (Corn Belt Power Cooperative)

     69 kV         1.70   

28th Street and Rock Island Tap to 37th Street and Rock Island Substation

     69 kV         0.82   

Murphy to Washburn

     69 kV         3.06   

Emerson to Red Oak

     69 kV         9.09   

Southeast 30th Street and Vandalia Road Substation to Greater Des Moines Energy Center

     69 kV         2.33   

Substation 30 to Substation P

     69 kV         1.27   

Substation 22 to South Park Substation

     69 kV         2.19   

Sac City to Corn Belt Power Cooperative Tie (West)

     69 kV         5.30   

Carroll 161 to Carroll North

     69 kV         2.48   

MAPCO Tap to Danbury

     69 kV         7.40   

Blackhawk to Denver Tap

     69 kV         4.63   

Substation 706 to Substation 703

     69 kV         2.25   

Substation 37 to Substation E

     69 kV         3.74   

Substation 56 to Substation 72

     69 kV         11.41   

Hull Avenue to Hickory Avenue

     69 kV         1.64   

Patterson Rural Electric Cooperative Substation (Central Iowa Power Cooperative) to Patterson Substation

     69 kV         5.40   

Earlham to Enron Tap

     69 kV         6.83   

Substation K to Hayes

     69 kV         3.50   

28th Street and Rock Island Tap to 28th Street and Rock Island

     69 kV         0.03   

Buffalo Bill Tap to Elvira Tap (Central Iowa Power Cooperative)

     69 kV         6.36   

East 17th Street and Washington Avenue Substation to East 23rd Street and Dean Avenue Substation

     69 kV         2.08   

Solvay Tap to Quarry Road

     69 kV         1.30   

Floyd to Charles City North

     69 kV         5.26   

Substation 40 to Substation P

     69 kV         2.62   

Charles City South to Solvay Tap

     69 kV         1.09   

LeMars West to LeMars North

     69 kV         1.87   

50th Street and Aurora Avenue Substation to 76th Street and Douglas Avenue Substation

     69 kV         2.31   

Southeast 124th Street to Prairie City

     69 kV         7.48   

Oakland to K116 Tie (Northwest Iowa Power Cooperative)

     69 kV         0.06   

Exira to Audubon

     69 kV         13.65   

Hills to Washington (IES Utilities, Inc.)

     69 kV         5.52   

Little Sioux to J-3 (Northwest Iowa Power Cooperative)

     69 kV         0.15   

 

158


Honey Creek Tap to Missouri Valley

     69 kV         9.21   

East 17th Street and Washington Avenue Substation to Forest Avenue and Vermont Street

     69 kV         1.37   

Enron Tap to Central Iowa Power Cooperative Tie

     69 kV         0.06   

Ridgeway to Cedar Falls Municipal Utilities Tie

     69 kV         1.29   

Carroll South Tap to Carroll South

     69 kV         1.97   

Substation L Tap to Substation L

     69 kV         0.01   

MAPCO Tap to MAPCO

     69 kV         1.21   

Blackhawk to Dewar

     69 kV         9.63   

Hayes to Barnum

     69 kV         3.80   

East 46th Street and Jefferson Avenue Substation to East 29th Street and Broadway Avenue Tap

     69 kV         4.43   

Inwood Tap to Inwood

     69 kV         12.03   

59th Street and Tonka Avenue Tap to Monarch Tap

     69 kV         0.61   

Sutherland to Northwest Iowa Power Cooperative Tie

     69 kV         2.52   

State Steel Tap to State Steel

     69 kV         0.59   

Schleswig to Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Honey Creek Tap to Honey Creek

     69 kV         0.26   

LuVerne to LuVerne Tap (Corn Belt Power Cooperative)

     69 kV         0.15   

Westside to Weakland Tap (Corn Belt Power Cooperative)

     69 kV         13.03   

Ewart Enron Substation to Williams Bros Pump Sta. Substation

     69 kV         1.00   

Hudson Junction to Sioux River

     69 kV         5.32   

Substation 101 to Substation 102

     69 kV         6.00   

Wall Lake Tap to Schroeder Tap (Corn Belt Power Cooperative)

     69 kV         2.01   

Jesup to Central Iowa Power Cooperative Tap

     69 kV         4.18   

Merrill North Tap to Merrill North

     69 kV         0.61   

Substation 27 to Substation 102

     69 kV         7.80   

Hydrocarbon Tap to Hydrocarbon

     69 kV         3.78   

Marcus East to Northwest Iowa Power Cooperative

     69 kV         6.53   

Irwin to Northwest Iowa Power Cooperative Tie

     69 kV         3.49   

Oskaloosa Substation to ITC Midwest LLCt

     69 kV         0.80   

Dewar Tap to Jesup Tap

     69 kV         12.87   

East 29th Street and Broadway Avenue Tap to East 22nd Street and Broadway Avenue Tap

     69 kV         1.04   

Perry Tap (Northwest Iowa Power Cooperative) to Perry Substation (Northwest Iowa Power Cooperative)

     69 kV         0.70   

Craig to Ireton

     69 kV         6.02   

Frontier Tap to Frontier

     69 kV         13.10   

Dumont to Corn Belt Power Cooperative Tie

     69 kV         4.15   

Ackley to Corn Belt Power Cooperative Tie

     69 kV         1.80   

Rockford to Corn Belt Power Cooperative Tie

     69 kV         3.41   

EREPC Tap to EREPC Tie

     69 kV         2.50   

Minden Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Walnut to Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Moville to Northwest Iowa Power Cooperative Tap

     69 kV         1.39   

East 29th Street and Broadway Avenue Tap to East 29th Street and Hubbell Avenue Substation

     69 kV         1.67   

Barnum to Manson

     69 kV         8.10   

 

159


Gilbertville Tap to Gilbertville

     69 kV         3.56   

Mid-America Tap to Mid-America

     69 kV         0.86   

Holstein to Northwest Iowa Power Cooperative Tie

     69 kV         1.54   

Sheldon to Iowa Electric Light and Power Company

     69 kV         6.77   

Sioux City Water Works Tap to Sioux City Water Works

     69 kV         0.11   

Substation 18 to Substation 104

     69 kV         3.58   

Humboldt Central Tap to Humboldt Central

     69 kV         1.25   

Substation 39 Tap to Green River

     69 kV         1.29   

K124 Tap (Northwest Iowa Power Cooperative) to Portsmouth Substation

     69 kV         0.50   

Earling to Northwest Iowa Power Cooperative Tie

     69 kV         0.60   

Substation G to Mobile Substation

     69 kV         0.17   

Hydrocarbon Tap to Griswold

     69 kV         10.47   

Manson to Corn Belt Power Cooperative Tap

     69 kV         2.85   

Greater Des Moines Energy Center to East 46th Street and Jefferson Avenue Substation

     69 kV         4.42   

Salix Junction to Sloan

     69 kV         5.31   

Correctionville-Grand Meadow

     69 kV         7.60   

Rutland Junction to Corn Belt Power Cooperative Tap

     69 kV         7.06   

Gilmore City to Corn Belt Power Cooperative Tie

     69 kV         0.99   

Odebolt to Lake View Tap (Corn Belt Power Cooperative)

     69 kV         4.51   

Rock Valley Town Tap to Rock Valley

     69 kV         0.30   

East 17th Street and Broadway Avenue Substation to Liquefied Natural Gas Plant Substation

     69 kV         0.19   

Red Oak to Hydrocarbon Tap

     69 kV         8.33   

Schaller Tap to Schaller

     69 kV         1.82   

Enron Tap to Enron (Winterset Pumping Station)

     69 kV         0.48   

Lake View Tap (Corn Belt Power Cooperative ) to Wall Lake Tap

     69 kV         3.08   

Northeast 7th Street and Broadway Avenue Tap to North Union Street and Madison Avenue Substation

     69 kV         0.84   

Lake View to Corn Belt Power Cooperative Tie (North)

     69 kV         4.91   

Hospers to Northwest Iowa Power Cooperative Tie

     69 kV         0.04   

86th Street and Douglas Avenue Tap to 86th Street and University Boulevard Tap

     69 kV         1.66   

Schroeder Tap (Corn Belt Power Cooperative) to Wall Lake

     69 kV         0.38   

Substation 39 Tap to Substation 27

     69 kV         1.73   

Hastings to Macedonia

     69 kV         18.78   

Northwest Iowa Power Cooperative to Northwest Iowa Power Cooperative Tap

     69 kV         1.09   

Dow City to Northwest Iowa Power Cooperative Tie

     69 kV         4.50   

Archer Daniels Midland Tap to Archer Daniels Midland

     69 kV         0.91   

Eastside to Lawton

     69 kV         10.36   

Marcus East to Meriden

     69 kV         10.51   

Mondamin to Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Substation 104 to Substation 108

     69 kV         4.00   

Quarry Road Tap to Quarry Road

     69 kV         4.95   

Central Iowa Power Cooperative Tap to ITC Midwest LLC Tie

     69 kV         0.42   

Newell Junction Tap to Newell Junction Substation

     69 kV         0.12   

 

160


LeMars North Tap to Craig

     69 kV         10.67   

Corn Belt Power Cooperative Tap to VanDiest

     69 kV         1.00   

Rutland Tap to Rutland Junction

     69 kV         7.22   

Substation 105 Tap to Substation 105

     69 kV         2.75   

Monona to Mapleton

     69 kV         5.39   

Nashua Tap to Nashua

     69 kV         0.70   

McCoy Tap to McCoy

     69 kV         1.35   

16th Street and Wabash to Massey Ferguson

     69 kV         0.95   

Weakland Tap (Corn Belt Power Cooperative) to Carroll South Tap

     69 kV         0.49   

Archer Daniels Midland Tap to East 29th Street and Hubbell Avenue

     69 kV         1.58   

Substation 105 Tap to Substation 106

     69 kV         8.88   

Humboldt East to Humboldt Central

     69 kV         2.66   

Dunlap to Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Substation 107 to Substation 108

     69 kV         4.25   

Northwest Iowa Power Cooperative Tap to Kingsley

     69 kV         5.85   

Corn Belt Power Cooperative Tap to Bode

     69 kV         3.94   

Lake City to Corn Belt Power Cooperative Tie

     69 kV         2.62   

Macedonia to Oakland

     69 kV         11.07   

Substation 108 to Substation 111

     69 kV         6.03   

Correctionville-Holstein

     69 kV         15.50   

Lawton to Moville

     69 kV         7.80   

EREPC Tap to Sioux River

     69 kV         9.94   

Solvay Tap to Solvay Substation

     69 kV         0.13   

Storm Lake East to Newell Junction Tap

     69 kV         3.36   

Little Sioux to Northwest Iowa Power Cooperative Tap

     69 kV         0.01   

Ireton to Eagle Tap

     69 kV         7.09   

Rutland Junction to Gilmore City

     69 kV         9.17   

Substation 101 to Substation 111

     69 kV         6.02   

Substation 56 to Kelsey Hayes/Walcott (IES)

     69 kV         3.75   

EREPC Tap to Alcester

     69 kV         1.93   

Monona to Smithland

     69 kV         9.92   

Ewart Tap to ENRON

     69 kV         6.00   

Firestone Tap to Firestone

     69 kV         0.28   

Griswold to Northwest Iowa Power Cooperative Tie

     69 kV         5.50   

Schaller Tap to Sac County

     69 kV         3.86   

Substation 54 to Interstate Power and Light Company Tie (Beaver Channel)

     69 kV         0.63   

Newell Junction Tap to Early

     69 kV         5.70   

Rockwell City Tap to Rockwell City

     69 kV         1.63   

Denver Tap to Denver

     69 kV         0.23   

Forest Avenue and Vermont Street to Archer Daniels Midland Tap

     69 kV         2.77   

Neal Energy Center North to Terra Chemical

     69 kV         0.47   

Substation 107 to Substation 105 Tap

     69 kV         1.01   

LuVerne Tap (Corn Belt Power Cooperative) to Galbraith Tap (Corn Belt Power Cooperative)

     69 kV         3.14   

Williams Bros (Latimer) Tap to Williams Bros

     69 kV         3.19   

Substation R to Corn Belt Power Cooperative Tie

     69 kV         0.99   

Wall Lake Tap to Lake View

     69 kV         2.13   

 

161


Ruthven to Corn Belt Power Cooperative Tie

     69 kV         0.54   

Little Sioux to Grand Meadow

     69 kV         11.38   

Southeast 22nd Street and Market Street Tap to Armstrong Substation

     69 kV         0.28   

Sidney to Thurman

     69 kV         9.00   

Odebolt to Schaller Tap

     69 kV         14.27   

34.5 Kilovolt

 

Midway Tap to Midway

     34.5 kV         4.00   

Clarinda to New Market

     34.5 kV         5.50   

New Hartford Tap to New Hartford

     34.5 kV         0.26   

Sulphur Springs to Newell

     34.5 kV         4.29   

Newell Junction to Sulphur Springs

     34.5 kV         2.86   

Allison to Dumont

     34.5 kV         9.37   

New Market to Bedford

     34.5 kV         13.32   

Clarksville to Allison

     34.5 kV         10.49   

Pomeroy 161 Tap to Pomeroy 161

     34.5 kV         1.25   

Pomeroy to Palmer

     34.5 kV         5.60   

New Hartford Tap to Shell Rock Tap

     34.5 kV         12.18   

Clarksville to Shell Rock Tap

     34.5 kV         8.33   

New Hartford Tap to Butler

     34.5 kV         8.95   

 

162


Substations

 

NAME    ADDRESS    CITY

Ackley Substation

  

410 Main Street

  

Ackley

Adair Substation

  

1266 Cedar Avenue

  

Adair

Adel Substation

  

219 South 8 Street

  

Adel

Archer Daniels Midland Substation

  

1900 East Euclid Avenue

  

Des Moines

Alice’s Road Substation

  

580 Alice’s Road

  

Waukee

Alleman Substation

  

134th Avenue and Northeast 6th Street

  

Alleman

Allison Substation

  

210 South Railroad

  

Allison

Alters Substation

  

2603 9th Avenue

  

Council Bluffs

Altoona Substation

  

3028 8th Street Southwest

  

Altoona

Ankeny Substation

  

702 Southeast Shurfine Drive

  

Ankeny

Army Post Substation

  

800 Army Post Road

  

West Des Moines

Ashawa Substation

  

3800 E.P. True Parkway

  

West Des Moines

Auburn Substation

  

3644 370th Street

  

Auburn

Audubon North Substation

  

1850 180th Street

  

Audubon

Avoca Substation

  

43801 Twilight Lane

  

Avoca

Battle Creek Substation

  

810 First Street

  

Battle Creek

Battle Creek-MAPCO Substation

  

4876 260th Street

  

Battle Creek

Beacon Substation

  

1899 265th Street

  

Oskaloosa

Bedford Substation

  

1998 Highway 2

  

Bedford

Bittersweet Substation

  

30797 150th Street

  

Woodward

Black Hawk Substation

  

6600 Burton Avenue

  

Waterloo

Bode Substation

  

1105 Iowa Avenue

  

Bode

Bondurant Substation

  

5810 Northeast 62nd Avenue

  

Altoona

Booneville Substation

  

2874 - 365 Street

  

Booneville

Boyden Substation

  

4006 - 330th Street

  

Boyden

Brooks Substation

  

1696 Brooks Road

  

Corning

Buena Vista Substation

  

5726 70th Avenue

  

Storm Lake

Bunge Substation

  

20142 Bunge Avenue

  

Council Bluffs

Butler Substation

  

33489 Martin Avenue

  

Parkersburg

Carroll South Substation

  

619 West Anthony Street

  

Carroll

Carroll County 161 Kilovolt Substation

  

18462 Noble Avenue

  

Carroll

Carroll North Substation

  

1311 West 18th Street

  

Carroll

Walter Scott, Jr. Energy Center (CBEC) 161 Kilovolt Substation

  

7215 Navajo

  

Council Bluffs

Walter Scott, Jr. Energy Center (CBEC) 345 Kilovolt Substation

  

7215 Navajo

  

Council Bluffs

 

163


Walter Scott, Jr. Energy Center (CBEC) 69 Kilovolt Substation

  

7215 Navajo

  

Council Bluffs

Charles City North

  

912 D Street

  

Charles City

Charles City South

  

106 - 11th Street

  

Charles City

Charter Oak Substation

  

1346 Highway 141

  

Charter Oak

Cherokee Diesel Plant Substation

     

Cherokee

Cherokee North 69 Kilovolt Substation

  

1653 515th Street

  

Cherokee

Cherokee South

  

5472 River Road

  

Cherokee

Clarinda Substation

  

2094 Thyme Place

  

Clarinda

Clarion Substation

  

819 6th Street Northeast

  

Clarion

Clarksville East Substation

  

28824 Superior Road

  

Clarksville

Clipper Substation

  

1652 Buchanan Avenue

  

Sac County

Clow Substation

  

1605 17th Avenue East

  

Oskaloosa

Colfax Substation

  

3032 West 92nd Street South

  

Colfax

Coral Ridge Substation

  

2385 James Street

  

Coralville

Correctionville Substation

  

4191 Correctionville Road

  

Correctionville

Craig Substation

  

27505 C-12

  

Craig

Crawford County Substation

  

1375 210th Street

  

Schleswig

Danbury Substation

  

111 Highway 175

  

Danbury

Deere Component Substation

  

511 River Road

  

Waterloo

Deere Engine Substation

  

3322 Dewitt Road

  

Waterloo

Deere Foundry Substation

  

2426 Westfield Avenue

  

Waterloo

Deere Northeast Substation

  

3800 Newell Street

  

Waterloo

Delaware

  

1782 Northeast 61st Place

  

Des Moines

Denison-Northwest Iowa Power Cooperative Substation

  

2410 Donna Reed Road

  

Denison

Denver Substation

  

2650 Killdeer Avenue

  

Denver

Dewar Substation

  

5949 Big Rock Road

  

Dewar

Division Street Substation

  

1023 Division Street

  

Sioux City

Dow City Substation

  

315 East Fulton Street

  

Dow City

Greater Des Moines Energy Center

  

3391 Southeast 45th Street

  

Des Moines

Dumont Substation

  

619 South Street

  

Dumont

Dunlap Substation

  

452 North Highway 30

  

Dunlap

East 17th Street and Broadway Avenue

  

4708 Northeast 17 Court

  

Des Moines

East 17th Street and Washington Avenue

  

1532 East Washington Avenue

  

Des Moines

East 23rd Street and Dean Avenue Substation

  

2301 Dean Avenue

  

Des Moines

East 29th Street and Hubbell Avenue

  

2808 East 29 Street

  

Des Moines

 

164


East 46th Street and Jefferson Avenue

  

4600 Northeast 19th Avenue

  

Des Moines

Eagle Grove North Substation

  

714 North Easter Avenue

  

Eagle Grove

Earlham Substation

  

1191 Pitzer Road

  

Earlham

Earling Substation

  

22 Sunset Drive

  

Earling

Early/Agrium

  

1885 Highway 71

  

Early

Easter Lake Substation

  

3030 East Watrous Avenue

  

Des Moines

Eastside Substation

  

3712 - 14th Street

  

Sioux City

Electrifarm Substation

  

3051 West Shaulis Road

  

Waterloo

Emerson South Substation

  

1 mile south on Highway 59

  

Emerson

Emmetsburg East Substation

  

4728 380th Street

  

Emmetsburg

Emmetsburg South Substation

  

1901 Huron Street

  

Emmetsburg

Ewart Pumping Station

  

1  1 2 miles south of Ewart

  

Poweshiek

Exira Substation

  

2697 Heron Avenue

  

Exira

Fallow Substation

  

1261 Fallow Avenue

  

Adair

Floyd Substation

  

2846 - 220th Street

  

Charles City

Fonda Substation

  

107 Highway 7

  

Fonda

Forest Avenue and Vermont Street

  

1401 Vermont Street

  

Des Moines

Franklin Substation

  

1152 Hardin Road

  

Iowa Falls

Greater Des Moines Energy Center

  

4401 Carlise Road

  

Pleasant Hill

Gilbertville Substation

  

5932 Youngblut Road

  

Gilbertville

Gilmore City Substation

  

51005 340th Avenue

  

Gilmore City

Glenwood Substation/Microsoft

  

57535 250th Street

  

Glenwood

Glover Avenue and Watrous Avenue

  

4000 Glover Avenue

  

Des Moines

Goldfield Substation

  

1303 220th Street

  

Goldfield

Grand Meadow

  

6509 East Avenue

  

Washta

Granger Substation

  

1601 Xavier Avenue

  

Granger

Greenfield Plaza Substation

  

174 Highway R63

  

Norwalk

Grimes Substation

  

1651 Southwest 37th Street

  

Grimes

Griswold Substation

  

602 Adair Street

  

Griswold

Hampton West Substation

  

523 - 12th Street Northwest

  

Hampton

Hastings Substation

  

61634 360th Street

  

Hastings

Hawkeye Storage Yard

  

5946 80th Avenue

  

Storm Lake

Hayes Substation

  

1730 190th Street

  

Barnum

Harvest Avenue Substation

  

1946 Harvest Avenue

  

Fort Dodge

Hickory Substation

  

3241 Hickory Avenue

  

Hull

Hills Substation

  

4982 Oak Crest Hill Road Southeast

  

Hills

Holstein North Substation

  

5395 140th Street

  

Holstein

 

165


Honey Creek Substation

  

15012 Rosewood Road

  

Crescent

Hospers Substation

  

4048 McKinley

  

Hospers

Hudson Substation

  

520 Road Street

  

Hudson

Hull Substation

  

3320 - 330 Street

  

Hull

Humboldt Central Substation

  

1000 North 1st Avenue

  

Humboldt

Humboldt East Substation

  

2312 220th Street

  

Humboldt

IC Enron Substation

  

Highway 1,  3 4 mile southwest of Junction 218 and 1, 2 miles south

  

Iowa City

Ida Grove Substation

  

507 West Highway 175

  

Ida Grove

Indian Creek East Substation

  

3643 South 15th Street

  

Council Bluffs

Indianola Substation

  

1002 - 150 Avenue

  

Indianola

Interchange Substation

  

4000 South York Road

  

Sioux City

Inwood Substation

  

2298 Highway K-12

  

Inwood

IPSCO

  

1770 Bill Sharp Boulevard

  

Muscatine

Ireton Substation

  

2649 - 470 Street

  

Ireton

Irwin Substation

  

1902 1900th Street

  

Irwin

James Substation

  

25712 Plymouth Street

  

James

Janesville Substation

  

217 Barrick Road

  

Janesville

Jesup Substation

  

1081 - 210 Street

  

Jesup

John Deere Substation

  

2010 Southwest Magazine Road

  

Ankeny

Kellogg Substation

  

100 South Iowa Street

  

Sioux City

Kingsley Substation

  

313 Quest Avenue

  

Kingsley

Knox Substation

  

2445 Port Neal Road

  

Sergeant Bluff

Knoxville Industrial Substation

  

309 South Godfrey Lane

  

Knoxville

Knoxville Substation

  

101 North Godfrey

  

Knoxville

Lake City Substation

  

400 East Front Street

  

Lake City

Latimer Substation

  

225 South Street

  

Latimer

Lawton Substation

  

1399 Delaware Avenue

  

Lawton

Leeds Substation

  

3200 - 38 Street

  

Sioux City

LeHigh Substation

  

2469 290th Street

  

Webster County

LeMars North Substation

  

340 2nd Avenue Northeast

  

LeMars

LeMars South Substation

  

1495 6th Avenue Southwest

  

LeMars

LeMars West Substation

  

1370 12th Ave Southwest

  

LeMars

Little Sioux Substation

  

1542 138th Trail

  

Little Sioux

Little Sioux Substation

  

6003 County Road L 56

  

Quimby

Liquefied Natural Gas Plant Substation

  

4858 Northeast 17 Court

  

Des Moines

Liquefied Natural Gas Plant Substation

  

626 San Marnan Drive

  

Waterloo

Logan Park Substation

  

1500 West 41 Street

  

Sioux City

Logan Substation

  

348 South 4th Avenue

  

Logan

Lundquist Substation

  

20 Broadway Street

  

Waterloo

LuVerne Substation

  

1188 States Avenue

  

LuVerne

 

166


M Avenue Substation

  

816 M. Avenue West

  

Oskaloosa

Macedonia Substation

  

12265 Highway 59

  

Macedonia

Madison County Substation

  

2736 Quail Valley Trail

  

Winterset

Mahaska Substation

  

3405 South 40th Street

  

Oskaloosa

Malvern Substation

  

approximately 404 2nd Avenue

  

Malvern

Manawa Substation

  

1500 Lew Ross Road

  

Council Bluffs

Mapleton Substation

  

38791 140th Street

  

Mapleton

Marcus East

  

4802 F Avenue

  

Marcus

Massey Ferguson Substation

  

1475 Bell Avenue

  

Des Moines

Maynard Substation

  

18 Lafayette Street

  

Waterloo

McCoy Substation

  

100 McCoy Road

  

Elk Run

Meriden

  

1348 510th Street

  

Cherokee County

Merrill North

  

22048 Highway K42

  

Merrill

Merrill Substation

  

121 Douglas Street

  

Merrill

Metro East Substation

  

5625 Metro East Drive

  

Pleasant Hill

Mid-America Substation

  

3220 Silver Avenue

  

Sanborn

Midport Substation

  

3050 Burton Avenue

  

Waterloo

Midway Substation

  

Southeast corner of Highway 7 and 180th Avenue

  

Pocahontas County

Minden Substation

  

37504 Tamarack Road

  

Minden

Missouri Valley Substation

  

301 South 6th Street

  

Missouri Valley

Martin Luther King Boulevard Substation

  

121 Southwest 6th Street

  

Des Moines

Mondamin Substation

  

2049 East Kelly Avenue

  

Mondamin

Monona Substation

  

40011 Highway 175

  

Mapleton

Monroe Substation

  

200 West Marion Street

  

Monroe

Montezuma 345 Kilovolt Switching

  

4732 115th Street

  

Montezuma

Morningside Substation

  

2828 South Walker Street

  

Sioux City

Moville North

  

2800 140th Street

  

Moville

Murphy Substation

  

4014 Hess Road

  

Waterloo

North Union Street and Madison Avenue

  

2926 North Union Street

  

Des Moines

Nashua Substation

  

304 Bay Place

  

Nashua

Northeast Ankeny Substation

  

10640 Northeast 29th Street

  

Ankeny

Neal North Substation

  

1151 260th Street

  

Sergeant Bluff

Neal South Substation

  

2671 Port Neal Circle

  

Salix

New Hartford Substation

  

615 Mill Street

  

New Hartford

New Market Substation

  

2103 Main St

  

New Market

New Sharon Substation

  

404 East High Street

  

New Sharon

Newell Township Substation

  

211 South Armstrong Road

  

Newell

North Oakland Substation

  

22000 Hurricane Lane

  

Oakland

Northgate Substation

  

926 ACT Road

  

Iowa City

 

167


Norwalk Substation

  

1060 South Sunset Drive

  

Norwalk

Odebolt Substation

  

1751 Highway 175

  

Odebolt

Orange City Rural Substation

  

4505 Indian Avenue

  

Orange City

Oskaloosa Substation

  

100 - 6 Avenue West

  

Oskaloosa

Palmer Substation

  

22084 590th Street

  

Palmer

Patterson Substation

  

2910 200th Trail.

  

Patterson

Payne Junction

  

Hamburg

  

Hamburg

Percival Substation

  

2299 Highway 2

  

Percival

Plainfield Substation

  

1160 - 160th Street

  

Plainfield

Pleasant Hill EC

  

3191 SE 45 Street

  

Des Moines

Pleasantville Substation

  

953 Highway 5

  

Pleasantville

Plymouth Substation

  

25101 Lone Tree Road

  

Hinton

Pocahontas County

  

63568 180th Avenue

  

Pomeroy

Polk City Substation

     

Polk City

Pomeroy 161 Kilovolt Substation

  

63437 230th Avenue

  

Pomeroy

Pomeroy Substation

  

165th Street and Marengo Avenue

  

Pomeroy

Portsmouth Substation

  

128 900th Street

  

Portsmouth

Prairie City Substation

  

9232 South 80th Avenue West

  

Prairie City

Quarry Road

  

1827 Quarry Road

  

Charles City

Quick Substation

  

18487 270th Street

  

Council Bluffs

Raun Substation

  

1221 - 260th Street

  

Sergeant Bluff

Red Oak Substation

  

approximately 100 Washington Avenue

  

Red Oak

Redfield Substation

  

1526 Highway 6.

  

Redfield

Ridgeway Substation

  

1990 West Ridgeway Avenue

  

Waterloo

River Bend Substation

  

10998 189th Street

  

Council Bluffs

River Hills Energy Ctr.

  

601 Second Avenue

  

Des Moines

Rock Valley 12.5 Kilovolt Substation

  

1304 - 14th Street

  

Rock Valley

Rock Valley 69 Kilovolt Substation

  

2644 - 330th Street

  

Rock Valley

Rockwell City Substation

  

118 North 8th Street

  

Rockwell City

Rolling Hills Substation

  

One mile west of Highway 148 and 3 miles south of Highway 92

  

Massena

Rowan Junction Substation

     

Waterloo

Ruthven Substation

  

3571 355th Avenue

  

Ruthven

Sac City 69 Kilovolt Substation

  

1315 Early Street

  

Sac City

Sac County 161 Kilovolt Substation

  

1650 Esther Avenue

  

Schaller

Sanborn Corner Substation

  

3305 Roosevelt Avenue

  

Sanborn

Shaulis Road Substation

     

Waterloo

Sioux City West Substation

  

1411 Lacy Boulevard

  

Sioux City

Schaller Substation

  

305 North Main Street

  

Schaller

 

168


Schleswig Substation

  

2450 D Avenue

  

Schleswig

Sheffield Substation

  

1437 Partridge Avenue

  

Sheffield

Sheldon Substation

  

1201 Iselin

  

Sheldon

Shell Rock Substation

  

1580 Public Road

  

Shell Rock

Shenandoah Substation

  

900 West Ferguson Road

  

Shenandoah

Sidney Substation

  

2104 300th Avenue

  

Sidney

Sloan Substation

  

1902 290th Street

  

Salix

Smithland Substation

  

225 Bridge Street

  

Smithland

South 60th Street Substation

  

995 South 60th Street

  

West Des Moines

Southeast 124th Street Substation

  

605 Southeast 124th Street

  

Pleasant Hill

Southeast 30th Street and Vandalia Road Substation

  

3011 Vandalia Road

  

Des Moines

Southeast Polk Substation

  

4379 Southeast 44 Avenue

  

Des Moines

Solvay Substation

  

2000 Rockford Road

  

Charles City

South Page Substation

  

2750 H Avenue

  

Coin

State Steel Substation 2

  

2600 Boulevard of Champions

  

Sioux City

Stone Avenue Substation

     

Sioux City

Storm Lake East Substation

  

1900 Expansion Boulevard

  

Storm Lake

Storm Lake North Substation

  

1021 Vestal Street

  

Storm Lake

Substation 50

  

401 Mississippi Street

  

Blue Grass

Substation 52

  

301 East Front Street

  

Buffalo

Substation 53

  

2101 JM Morris Avenue

  

Davenport

Substation 54

  

2011 - 7 Avenue

  

Camanche

Substation 55

  

26985 - 257 Street

  

Princeton

Substation 56

  

18500 - 110 Avenue

  

Davenport

Substation 57

  

2237 State Street

  

Bettendorf

Substation 58

  

206 East 32 Street

  

Davenport

Substation 59

  

3133 Hickory Grove Road

  

Davenport

Substation 70

  

4879 State Street

  

Riverdale

Substation 701

  

1801 N 15th Street

  

Council Bluffs

Substation 702

  

800 S 16th Street

  

Council Bluffs

Substation 703

  

17220 Hubbard Road

  

Council Bluffs

Substation 704

  

approximately 2721 8th Avenue

  

Council Bluffs

Substation 705

  

2747 23rd Avenue

  

Council Bluffs

Substation 706

  

15090 State Orchard Road

  

Council Bluffs

Substation 71

  

5001 Devils Glen Road

  

Bettendorf

Substation 72

  

1223 Tanglefoot Lane

  

Bettendorf

Substation 73

  

400 - 10 Avenue

  

Camanche

Substation 74

  

6617 Eastern Avenue

  

Davenport

Substation 75

  

1002 South Dittmer

  

Davenport

Substation 76

  

1539 Spring Street

  

Davenport

Substation 77

  

21149 Brady Street

  

Mount Joy

Substation 78

  

6700 North Division

  

Davenport

Substation 84

  

2200 Territorial Road

  

LeClaire

 

169


Substation 85

  

6120 Clough Dr.

  

Davenport

Substation 88

  

201 South Bellingham Street

  

Riverdale

Substation 89

  

Route South 6 and 38

  

Wilton

Substation 90

  

9601 Harrison Street

  

Mount Joy

Substation 91

  

25805 - 190 Avenue

  

Eldridge

Substation 93

  

8602 172nd Street

  

Louisa Cnty.

Substation A

  

6001 State Street

  

Riverdale

Substation B

  

1905 Easter Avenue

  

Barnum

Substation B

  

708 South Capitol Street

  

Iowa City

Substation D

  

1234 1st Avenue North

  

Fort Dodge

Substation D

  

410 East College

  

Iowa City

Substation E

  

1630 Lower Muscatine Road

  

Iowa City

Substation E

  

2201 - 10 Avenue S

  

Fort Dodge

Substation Enron

  

23259 - 190 Avenue

  

Eldridge

Substation F

  

1431 North 7 Street (in alley)

  

Fort Dodge

Substation F

  

219 N Linn Street

  

Iowa City

Substation G

  

1205 West 2 Street

  

Davenport

Substation G

  

150 North 5 Street

  

Fort Dodge

Substation J

  

1120 Mormon Trek Boulevard

  

Iowa City

Substation K

  

1901 Kountry Lane

  

Fort Dodge

Substation K

  

2422 Highway 6

  

Tiffin

Substation L

  

709 South Capitol Street

  

Iowa City

Substation M

  

750 - 23 Street

  

Manson

Substation N

  

1634 Floral Avenue

  

Fort Dodge

Substation N

  

913 North Dodge Street

  

Iowa City

Substation P

  

311 - 1st Avenue

  

Coralville

Substation Q

  

3198 - 2 Avenue North

  

Fort Dodge

Substation R

  

3699 - 330 Street

  

Farnhamville

Substation T

  

1350 Avenue “O”

  

Fort Dodge

Substation T

  

229 East 3rd Street

  

Davenport

Substation T

  

3039 220th Street

  

Ainsworth

Substation U

  

1001 Hawkins Drive

  

Iowa City

Substation V

  

2198 Erickson Avenue

  

Webster City

Substation Walcott

  

1225 Yellow Avenue

  

Walcott

Substation Y

  

2200 Heinz Road

  

Iowa City

Sulphur Springs Substation

  

Junction Highways 7 and M-50

  

Sulphur Springs

Sutherland Junction Substation

  

4605 Tanager Avenue

  

Sutherland

Sycamore Substation

  

6149 NW Beaver Drive

  

Johnston

Tate and Lyle

  

1950 Harvest Avenue

  

Barnum

Teakwood Substation

  

50246 Teakwood Road

  

Walnut

Templeton Substation

  

29994 Highway 71

  

Templeton

Terra Substation

  

1182 260th Street

  

Sgt. Bluff

Thor Substation

  

2198 Utah Avenue

  

Thor

Thurman Substation

  

1560 260th Avenue

  

Thurman

Tracy Substation

  

1652 Highway T17

  

Tracy

 

170


Ute Substation

  

21893 Highway 183

  

Ute

Utica Ridge Substation

  

6700 Utica Ridge Road

  

Davenport

Victory Substation

  

1657 380th Street

  

Westside

Wall Lake

  

2710 335th Street

  

Blairsburg

Wall Street Substation

     

Sioux City

Walnut Substation

  

53534 Westgate Road

  

Walnut

Washburn Substation

  

6035 LaPorte Road

  

Washburn

Washta Substation

     

Washta

Water Works Substation

  

408 Fleur Drive

  

Des Moines

Waterloo West Substation

  

1017 Upton Avenue

  

Waterloo

Waterworks Substation

  

1103 Zenith Drive

  

Sioux City

Waukee Substation

  

250 Ashworth Drive

  

Waukee

Waverly Junction Substation

  

1550 - 200th Street

  

Waverly

Webster Substation

  

1549 Samson Avenue

  

Webster County

West Des Moines Substation

  

101 Elm Street

  

West Des Moines

West Grand Substation

  

8550 Booneville Road

  

West Des Moines

Westside Substation

  

1905 390th Street

  

Westside

Whiting Substation

  

2230 Highway 141

  

Sloan

WIDA Substation

  

1502 West Airline Highway

  

Waterloo

Williams Brothers Substation

  

1821 Finch Avenue

  

Latimer

Williams Pipeline

  

4590 100th Street

  

Poweshiek

Winterset Pumping Station

  

5 miles south of Earlham on Highway P57

  

Winterset

Wright Substation

  

3373 Franklin Avenue

  

Wright

Zeidler Substation

  

936 Hewitt Street

  

Waterloo

 

171


Electric Distribution System

The electric distribution systems are located in and near the following municipalities located in the State of Iowa:

 

Municipality

  

County

Summerset

   Adair

Brooks

   Adams

Carbon

   Adams

Nodaway

   Adams

Audubon

   Audubon

Brayton

   Audubon

Exira

   Audubon

Fiscus

   Audubon

Gray

   Audubon

Hamlin

   Audubon

Ross

   Audubon

Dewar

   Black Hawk

Dunkerton

   Black Hawk

Eagle Center

   Black Hawk

Elk Run Heights

   Black Hawk

Evansdale

   Black Hawk

Gilbertville

   Black Hawk

Hudson

   Black Hawk

Raymond

   Black Hawk

Voorhies

   Black Hawk

Washburn

   Black Hawk

Waterloo

   Black Hawk

Bremer

   Bremer

Denver

   Bremer

Horton

   Bremer

Janesville

   Bremer

Plainfield

   Bremer

Waverly

   Bremer

Jesup

   Buchanan

Littleton

   Buchanan

Lakeside

   Buena Vista

Newell

   Buena Vista

Storm Lake

   Buena Vista

Sulphur Springs

   Buena Vista

Truesdale

   Buena Vista

Allison

   Butler

Aredale

   Butler

Austinville

   Butler

Bristow

   Butler

Clarksville

   Butler

 


Dumont

   Butler

Kesley

   Butler

New Hartford

   Butler

Parkersburg

   Butler

Shell Rock

   Butler

Jolley

   Butler

Knierim

   Calhoun

Knoke

   Calhoun

Lake City

   Calhoun

Lavinia

   Calhoun

Lohrville

   Calhoun

Lytton

   Calhoun

Manson

   Calhoun

Pomeroy

   Calhoun

Richards

   Calhoun

Rockwell City

   Calhoun

Somers

   Calhoun

Twin Lakes

   Calhoun

Yetter

   Calhoun

Arcadia

   Carroll

Carroll

   Carroll

Dedham

   Carroll

Halbur

   Carroll

Lanesboro

   Carroll

Lidderdale

   Carroll

Maple River

   Carroll

Mt. Carmel

   Carroll

Roselle

   Carroll

Templeton

   Carroll

Willey

   Carroll

Griswold

   Cass

Lewis

   Cass

Marne

   Cass

West Branch

   Cedar

Dougherty

   Cerro Gordo

Rockwell

   Cerro Gordo

Aurelia

   Cherokee

Avon Lake

   Cherokee

Cherokee

   Cherokee

Cleghorn

   Cherokee

Larrabee

   Cherokee

Marcus

   Cherokee

Meriden

   Cherokee

Quimby

   Cherokee

Washta

   Cherokee

Jacksonville

   Chickasaw

 

2


Nashua

   Chickasaw

Camanche

   Clinton

Arcadia

   Crawford

Arion

   Crawford

Aspinwall

   Crawford

Astor

   Crawford

Boyer

   Crawford

Buck Grove

   Crawford

Charter Oak

   Crawford

Deloite

   Crawford

Dow City

   Crawford

Kiron

   Crawford

Ricketta

   Crawford

Schleswig

   Crawford

Vail

   Crawford

Westside

   Crawford

Adel

   Dallas

Booneville

   Dallas

Dallas Center

   Dallas

DeSoto

   Dallas

Granger

   Dallas

Minburn

   Dallas

Van Meter

   Dallas

Waukee

   Dallas

West Des Moines

   Dallas

Carney

   Floyd

Charles City

   Floyd

Floyd

   Floyd

Powersville

   Floyd

Chapin

   Franklin

Faulkner

   Franklin

Geneva

   Franklin

Hampton

   Franklin

Hansell

   Franklin

Latimer

   Franklin

Sheffield

   Franklin

Bartlett

   Fremont

Farragut

   Fremont

Hamburg

   Fremont

Imogene

   Fremont

Percival

   Fremont

Randolph

   Fremont

Riverton

   Fremont

Sidney

   Fremont

Tabor

   Fremont

Thurman

   Fremont

 

3


Ferne

   Grundy

Stout

   Grundy

Webster City

   Hamilton

Ackley

   Hardin

California Junction

   Harrison

Dunlap

   Harrison

Little Sioux

   Harrison

Logan

   Harrison

Magnolia

   Harrison

Missouri Valley

   Harrison

Modale

   Harrison

Mondamin

   Harrison

Persia

   Harrison

Pisgah

   Harrison

River Sioux

   Harrison

Bode

   Humboldt

Bradgate

   Humboldt

Dakota City

   Humboldt

Hardy

   Humboldt

Humboldt

   Humboldt

Gilmore City

   Humboldt

Ottosen

   Humboldt

Pioneer

   Humboldt

Ruthland

   Humboldt

Thor

   Humboldt

Arthur

   Humboldt

Battle Creek

   Ida

Galva

   Ida

Holstein

   Ida

Ida Grove

   Ida

Parnell

   Iowa

Williamsburg

   Iowa

Colfax

   Jasper

Mingo

   Jasper

Monroe

   Jasper

Prairie City

   Jasper

Valeria

   Jasper

Coralville

   Johnson

Iowa City

   Johnson

North Liberty

   Johnson

Oxford

   Johnson

Solon

   Johnson

Tiffin

   Johnson

University Heights

   Johnson

Doan

   Kossuth

LuVerne

   Kossuth

 

4


St. Joseph

   Kossuth

Alvord

   Lyon

Beloit

   Lyon

Doan

   Lyon

Inwood

   Lyon

Bevington

   Madison

Earlham

   Madison

Patterson

   Madison

St. Charles

   Madison

Barnes City

   Mahaska

Beacon

   Mahaska

Keomah Village

   Mahaska

Lacey

   Mahaska

Lake Keomah

   Mahaska

Leighton

   Mahaska

New Sharon

   Mahaska

Oskaloosa

   Mahaska

Peoria

   Mahaska

University Park

   Mahaska

Taintor

   Mahaska

Attica

   Marion

Bussey

   Marion

Columbia

   Marion

Flagler

   Marion

Hamilton

   Marion

Harvey

   Marion

Knoxville

   Marion

Marysville

   Marion

Melcher-Dallas

   Marion

Pershing

   Marion

Pleasantville

   Marion

Otley

   Marion

Swan

   Marion

Tracy

   Marion

Emerson

   Mills

Glenwood

   Mills

Hastings

   Mills

Henderson

   Mills

Malvern

   Mills

Mineola

   Mills

Pacific Junction

   Mills

Silver City

   Mills

Strahan

   Mills

Blencoe

   Monona

Castana

   Monona

Moorhead

   Monona

 

5


Onawa

   Monona

Rodney

   Monona

Soldier

   Monona

Ticonic

   Monona

Turin

   Monona

Ute

   Monona

Whiting

   Monona

Lovilia

   Monroe

Coburg

   Montgomery

Elliott

   Montgomery

Red Oak

   Montgomery

Archer

   O’Brien

Calumet

   O’Brien

Gaza

   O’Brien

Germantown

   O’Brien

Sanborn

   O’Brien

Sheldon

   O’Brien

Sutherland

   O’Brien

Blanchard

   Page

Braddyville

   Page

Clarinda

   Page

Coin

   Page

College Springs

   Page

Essex

   Page

Hepburn

   Page

Northboro

   Page

Shambaugh

   Page

Shenandoah

   Page

Yorktown

   Page

Ayrshire

   Palo Alto

Cylinder

   Palo Alto

Emmetsburg

   Palo Alto

Ruthven

   Palo Alto

Brunsville

   Plymouth

Craig

   Plymouth

Hinton

   Plymouth

James

   Plymouth

Kingsley

   Plymouth

LeMars

   Plymouth

Merrill

   Plymouth

Oyens

   Plymouth

Seney

   Plymouth

Struble

   Plymouth

Gilmore City

   Pocahontas

Palmer

   Pocahontas

Pocahontas

   Pocahontas

 

6


Varina

   Pocahontas

Alleman

   Polk

Altoona

   Polk

Ankeny

   Polk

Berwick

   Polk

Bondurant

   Polk

Carbondale

   Polk

Clive

   Polk

Des Moines

   Polk

Elkhart

   Polk

Grimes

   Polk

Hartford

   Polk

Johnston

   Polk

Lovington

   Polk

Mitchellville

   Polk

Pleasant Hill

   Polk

Polk City

   Polk

Rising Sun

   Polk

Runnells

   Polk

Saylorville

   Polk

Urbandale

   Polk

West Des Moines

   Polk

Windsor Heights

   Polk

Avoca

   Pottawattamie

Bentley

   Pottawattamie

Carson

   Pottawattamie

Council Bluffs

   Pottawattamie

Crescent

   Pottawattamie

Hancock

   Pottawattamie

Macedonia

   Pottawattamie

McClelland

   Pottawattamie

Minden

   Pottawattamie

Oakland

   Pottawattamie

Trevnor

   Pottawattamie

Underwood

   Pottawattamie

Walnut

   Pottawattamie

Weston

   Pottawattamie

Carnarvon

   Sac

Coon Valley

   Sac

Early

   Sac

Grant City

   Sac

Nemaha

   Sac

Odebolt

   Sac

Sac City

   Sac

Schaller

   Sac

Ulmer

   Sac

 

7


Blue Grass

   Scott

Bettendorf

   Scott

Buffalo

   Scott

Davenport

   Scott

Eldridge

   Scott

Le Claire

   Scott

Panorama Park

   Scott

Pleasant Valley

   Scott

Princeton

   Scott

Riverdale

   Scott

Walcott

   Scott

Botna

   Shelby

Corley

   Shelby

Defiance

   Shelby

Earling

   Shelby

Elkhorn

   Shelby

Irwin

   Shelby

Jacksonville

   Shelby

Kirkman

   Shelby

Panama

   Shelby

Portsmouth

   Shelby

Westphalia

   Shelby

Boyden

   Sioux

Carmel

   Sioux

Carnes

   Sioux

Chatsworth

   Sioux

Granville

   Sioux

Hospers

   Sioux

Hull

   Sioux

Ireton

   Sioux

Maurice

   Sioux

Middleburg

   Sioux

Newkirk

   Sioux

Perkins

   Sioux

Rock Valley

   Sioux

Athelstan

   Taylor

Bedford

   Taylor

Gravity

   Taylor

New Market

   Taylor

Kirkville

   Wapello

Ackworth

   Warren

Carlisle

   Warren

Cumming

   Warren

Hartford

   Warren

Indianola

   Warren

Martensdale

   Warren

 

8


Milo

   Warren

Norwalk

   Warren

Sandyville

   Warren

Spring Hill

   Warren

St. Marys

   Warren

Kelona

   Washington

Wellman

   Washington

Badger

   Webster

Barnum

   Webster

Burnside

   Webster

Callender

   Webster

Clare

   Webster

Coalville

   Webster

Dayton

   Webster

Duncombe

   Webster

Fort Dodge

   Webster

Gowrie

   Webster

Lehigh

   Webster

Moorland

   Webster

Otho

   Webster

Vincent

   Webster

Bronson

   Woodbury

Climbing Hill

   Woodbury

Correctionville

   Woodbury

Cushing

   Woodbury

Danbury

   Woodbury

Holly Springs

   Woodbury

Hornick

   Woodbury

Lawton

   Woodbury

Luton

   Woodbury

Moville

   Woodbury

Oto

   Woodbury

Pierson

   Woodbury

Salix

   Woodbury

Sergeant Bluff

   Woodbury

Sioux City

   Woodbury

Sloan

   Woodbury

Smithland

   Woodbury

Clarion

   Wright

Cornelia

   Wright

Eagle Grove

   Wright

Goldfield

   Wright

Holmes

   Wright

 

9

Exhibit 4.3

EXECUTION VERSION

INTERCREDITOR AND COLLATERAL

TRUST AGREEMENT

INTERCREDITOR AND COLLATERAL TRUST AGREEMENT, dated as of September 9, 2013 (this “ Agreement ”), among MIDAMERICAN ENERGY COMPANY, an Iowa corporation (together with any successor or assignee, the “ Company ”); THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a banking association organized and existing under the laws of the United States of America, as Trustee under the Mortgage Bond Indenture referred to below; and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a banking association organized and existing under the laws of the United States of America, as collateral trustee (in such capacity, together with its successors in such capacity, the “ Collateral Trustee ”) for the Secured Parties (as defined below).

WHEREAS, the Company is party to (a) an Indenture, dated as of September 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Mortgage Bond Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “ Mortgage Bond Trustee ”), pursuant to which the Company is issuing and may in the future issue bonds in various series (the “ Mortgage Bonds ” and, collectively with the Mortgage Bond Indenture, the “ Mortgage Bond Documents ”), (b) an Indenture, dated as of October 1, 2006 (as supplemented by the First Supplemental Indenture dated as of October 6, 2006, the Second Supplemental Indenture dated as of June 29, 2007, the Third Supplemental Indenture dated as of March 25, 2008 and as further amended, restated, supplemented or otherwise modified from time to time, the “ 2006 Notes Indenture ”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “ 2006 Indenture Trustee ”), pursuant to which the Company has issued its 5.80% Notes due 2036, 5.95% Notes due 2017 and 5.30% Notes due 2018 in an aggregate principal amount of $950,000,000 Outstanding (as defined in the Mortgage Bond Indenture) as of the date of this Agreement (the “ 2006 Indenture Notes ” and, collectively with the 2006 Notes Indenture, the “ 2006 Indenture Notes Documents ”), and (c) an Indenture, dated as of February 8, 2002 (as supplemented by the First Supplemental Indenture dated as of February 8, 2002, the Second Supplemental Indenture dated as of January 14, 2003, the Third Supplemental Indenture dated as of October 1, 2004, the Fourth Supplemental Indenture dated as of November 1, 2005 and as further amended, restated, supplemented or otherwise modified from time to time, the “ 2002 Notes Indenture ” and together with the 2006 Notes Indenture, the “ Equal and Ratable Notes Indentures ”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York), as Trustee (the “ 2002 Indenture Trustee ”), pursuant to which the Company has issued its 6.750% Notes due 2031, 4.650% Notes due 2014 and 5.750% Notes due 2035 in an aggregate principal amount of $1,050,000,000 Outstanding as of the date of this Agreement (the “ 2002 Indenture Notes ” and, collectively with the 2002 Notes Indenture, the “ 2002 Indenture Notes Documents ”; the 2002 Indenture Notes and 2006 Indenture Notes collectively being the “ Equal and Ratable Notes ”);

WHEREAS, pursuant to the provisions of the Equal and Ratable Notes Indentures, the Company may not create or assume any mortgage, pledge or other lien or encumbrance upon any Principal Facility (as defined below) or any interest it may have therein, without equally and ratably securing the Equal and Ratable Notes Obligations (as defined below);


WHEREAS, all or a substantial portion of the Mortgaged Property (as defined in the Mortgage Bond Indenture; being referred to hereinafter as the “ Shared Collateral ”), which is intended by the Company to secure the Mortgage Bond Obligations, consists of Principal Facilities and/or interests of the Company therein, and thus is subject to the requirements of the Equal and Ratable Notes Indentures described in the immediately preceding clause; and

WHEREAS, in order for the Company to grant liens on the Shared Collateral to secure the Mortgage Bond Obligations and the Equal and Ratable Notes Obligations, the Mortgage Bond Trustee and the Company have requested and hereby direct the Collateral Trustee to enter into this Agreement to enable the Company to comply with the provisions of the Equal and Ratable Notes Indentures.

NOW, THEREFORE, to equally and ratably secure the Equal and Ratable Notes Obligations and the Mortgage Bond Obligations, the parties hereto hereby agree as follows:

Section 1. Definitions, Etc .

(a) Defined Terms . As used herein, the following terms shall have the following respective meanings:

2002 Indenture Notes ” has the meaning assigned to such term in the preamble to this Agreement.

2002 Indenture Notes Documents ” has the meaning assigned to such term in the preamble to this Agreement.

2002 Indenture Notes Obligations ” means the obligations of the Company in respect of the due and punctual payment of the principal of, any premium on, any interest on (including, to the extent legal permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding, including any applicable post-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), and any other amounts payable in respect of the 2002 Indenture Notes in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) (and any successor provision thereof); provided however that “2002 Indenture Notes Obligations” shall not in any event include any obligations in respect of debt securities issued under the 2002 Notes Indenture after the date hereof.

2002 Indenture Trustee ” has the meaning assigned to such term in the preamble to this Agreement.

2002 Notes Indenture ” has the meaning assigned to such term in the preamble to this Agreement.

 

2


2006 Indenture Notes ” has the meaning assigned to such term in the preamble to this Agreement.

2006 Indenture Notes Documents ” has the meaning assigned to such term in the preamble to this Agreement.

2006 Indenture Notes Obligations ” means the obligations of the Company in respect of the due and punctual payment of the principal of, any premium on, any interest on (including, to the extent legal permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding, including any applicable post-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), and any other amounts payable in respect of the 2006 Indenture Notes in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) (and any successor provision thereof); provided however that “2006 Indenture Notes Obligations” shall not in any event include any obligations in respect of debt securities issued under the 2006 Notes Indenture after the date hereof.

2006 Indenture Trustee ” has the meaning assigned to such term in the preamble to this Agreement.

2006 Notes Indenture ” has the meaning assigned to such term in the preamble to this Agreement.

Bankruptcy Event ” means the occurrence of any one or more of the following events:

(a) by decree of a court of competent jurisdiction the Company is adjudicated a bankrupt or insolvent, or an order is made by such court for the winding up or liquidation of the affairs of the Company or approving a petition seeking reorganization or arrangement of the Company under the bankruptcy law or other law or statute of the United States of America or of any State, or, by order of such court, a trustee or liquidator or receiver is appointed for the Company or for the property of the Company, and such decree or order shall continue in effect for a period of 90 days; or

(b) the Company files a petition for voluntary bankruptcy, or consents to the filing of any such petition, or makes an assignment for the benefit of creditors, or consents to the appointment of a trustee or liquidator or receiver of the Company or of all or a substantial part of the Mortgaged Property, or files a petition or answer or consent seeking reorganization or arrangement under the bankruptcy law or other law or statute of the United States of America or of any State, or consents to the filing of any such petition, or files a petition to take advantage of any debtors’ act.

Collateral Trustee ” has the meaning assigned to such term in the preamble to this Agreement.

 

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Collateral Trustee’s Fees ” means all fees, costs and expenses of the Collateral Trustee of the type described in Section 4.03.

Company ” has the meaning assigned to such term in the preamble to this Agreement.

Debt Instruments ” means, collectively, (i) the 2002 Indenture Notes of each series and the 2002 Notes Indenture, (ii) the 2006 Indenture Notes of each series and the 2006 Notes Indenture and (iii) the Mortgage Bonds of each series and the Mortgage Bond Indenture.

Debt Trustees ” means, collectively, the 2002 Indenture Trustee, the 2006 Indenture Trustee and the Mortgage Bond Trustee.

Distribution Date ” means the date on which any funds are distributed by the Collateral Trustee in accordance with the provisions of Section 3.01.

Dollars ” or “ $ ” refers to lawful money of the United States of America.

Equal and Ratable Notes ” has the meaning assigned to such term in the preamble to this Agreement.

Equal and Ratable Notes Documents ” means, collectively, the 2002 Indenture Notes Documents and the 2006 Indenture Notes Documents.

Equal and Ratable Notes Indentures ” has the meaning assigned to such term in the preamble to this Agreement.

Equal and Ratable Notes Obligations ” means, collectively, the 2002 Indenture Notes Obligations and the 2006 Indenture Notes Obligations.

Event of Default ” means (i) any “Default” under and as defined in the Mortgage Bond Indenture, (ii) any “Event of Default” under and as defined in the 2002 Notes Indenture and (iii) any “Event of Default” under and as defined in the 2006 Notes Indenture.

Governmental Obligations ” means securities which are (a) (i) direct obligations of the United States of America where the payment or payments thereunder are supported by the full faith and credit of the United States of America or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Governmental Obligation or a specific payment of interest on or principal of or other amount with respect to any such Governmental Obligation held by such custodian for the account of the holder of a depository 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

 

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depository receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of interest on or principal of or other amount with respect to the Governmental Obligation evidenced by such depository receipt.

Investment Securities ” means any of the following obligations or securities on which none of the Company, MidAmerican Energy Holdings Company nor any other subsidiary of MidAmerican Energy Holdings Company thereof is the obligor: (i) Governmental Obligations; (ii) interest bearing deposit accounts (which may be represented by certificates of deposit) in national or state banks (which may include the Collateral Trustee or any Paying Agent) or savings and loan associations having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (iii) bankers’ acceptances drawn on and accepted by commercial banks (which may include the Collateral Trustee or any Paying Agent) having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (iv) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, any State or Territory of the United States of America or the District of Columbia, or any political subdivision of any of the foregoing, which are rated in any of the three highest rating categories (without regard to modifiers) by a nationally recognized statistical rating organization; (v) bonds or other obligations of any agency or instrumentality of the United States of America; (vi) corporate debt securities rated in any of the two (2) highest rating categories by a nationally recognized statistical rating organization (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for short term securities; (vii) repurchase agreements with respect to any of the foregoing obligations or securities with banking or financial institutions (which may include the Collateral Trustee or any Paying Agent) having outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (viii) securities issued by any regulated investment company (including any investment company for which the Collateral Trustee or any Paying Agent is the advisor), as defined in Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal statute, provided that the portfolio of such investment company is limited to obligations that are bonds, notes, certificates of indebtedness, treasury bills or other securities now or hereafter issued, which are guaranteed as to principal and interest by the full faith and credit of the United States of America, which portfolio may include repurchase agreements which are fully collateralized by any of the foregoing obligations and (ix) any other obligations or securities which may be lawfully purchased by the Collateral Trustee in its capacity as such.

Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset

 

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and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

Mortgage ” means the Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, made by the Company in favor of Collateral Trustee, as originally executed and as it may from time to time be supplemented or amended by one or more Supplemental Mortgages.

Mortgage Bonds ” has the meaning assigned to such term in the preamble to this Agreement.

Mortgage Bond Documents ” has the meaning assigned to such term in the preamble to this Agreement.

Mortgage Bond Indenture ” has the meaning assigned to such term in the preamble to this Agreement.

Mortgage Bond Obligations ” means the obligations of the Company in respect of the due and punctual payment of the principal of, any premium on, any interest on (including, to the extent legal permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding, including any applicable post-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), and any other amounts payable in respect of the Mortgage Bonds (whether now existing or hereinafter issued) in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) (and any successor provision thereof).

Mortgage Bond Trustee ” has the meaning assigned to such term in the preamble to this Agreement.

Mortgaged Property ” has the meaning assigned to such term in the Mortgage Bond Indenture.

Paying Agent ” has the meaning assigned thereto in the Mortgage Bond Indenture.

Person ” means any individual, corporation, association, company, limited liability company, business trust, partnership, limited liability partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Principal Facility ” has the meaning assigned thereto in the 2002 Notes Indenture and the 2006 Notes Indenture.

Prior Lien ” has the meaning assigned thereto in Mortgage Bond Indenture.

 

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Requisite Secured Parties ” means, at any time, Persons holding at such time a majority in principal amount of the sum of (a) the Mortgage Bonds of all series then Outstanding (as the term “Outstanding” is defined in the Mortgage Bond Indenture), (b) the 2006 Indenture Notes of all series then Outstanding (as the term “Outstanding” is defined in the 2006 Notes Indenture) and (c) the 2002 Indenture Notes of all series then Outstanding (as the term “Outstanding” is defined in the 2002 Notes Indenture). For purposes hereof, the Collateral Trustee shall be entitled to conclusively rely and act upon a certification from (i) the Mortgage Bond Trustee as to the aggregate amount of Mortgage Bonds of all series Outstanding at any time, (ii) the 2006 Indenture Trustee as to the aggregate amount of 2006 Indenture Notes of all series Outstanding at any time and (iii) the 2002 Indenture Trustee as to the aggregate amount of 2002 Indenture Notes of all series Outstanding at any time.

Responsible Officer ” when used with respect to this Agreement means any officer of the Collateral Trustee assigned by the Collateral Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Agreement.

Secured Obligations ” means, collectively, (i) the Mortgage Bond Obligations, (ii) the 2006 Indenture Notes Obligations, (iii) the 2002 Indenture Notes Obligations and (iv) the obligations of the Company to the Collateral Trustee hereunder or under each other Shared Security Document.

Secured Parties ” means, collectively, (i) the Mortgage Bond Trustee, for its benefit and the benefit of the holders from time to time of the Mortgage Bonds, (ii) the 2002 Indenture Trustee, for its benefit and the benefit of the holders from time to time of the 2002 Indenture Notes, (iii) the 2002 Indenture Trustee, for its benefit and the benefit of the holders from time to time of the 2002 Indenture Notes and (iv) the Collateral Trustee.

Shared Collateral ” has the meaning assigned to such term in the preamble to this Agreement.

Shared Security Documents ” means, collectively, the Mortgage, each Supplemental Mortgage and any other mortgages, deeds of trust, pledge agreements, security agreements, assignment agreements or other instruments providing for collateral security on Shared Collateral from time to time executed by the Company in favor of the Collateral Trustee.

Specified Mortgage Bond Secured Parties ” means the holders of Mortgage Bonds constituting the required composition of such holders pursuant to Section 12.15(a) of the Mortgage Bond Indenture.

Supplemental Mortgage ” means a mortgage supplementing or amending the Mortgage, entered into by the Company in favor of the Collateral Trustee in accordance with this Agreement, the Mortgage and the Mortgage Bond Indenture.

 

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Triggering Event ” means the occurrence of any of the following: (i) the failure to pay the principal amount of the 2002 Indenture Notes, the 2006 Indenture Notes or Mortgage Bonds of any series, upon final maturity, after expiration of any relevant grace period, (ii) the occurrence of a Bankruptcy Event, (iii) the acceleration of the principal amount of the Secured Obligations under the terms of any of the 2002 Indenture Notes Documents, the 2006 Indenture Notes Documents or the Mortgage Bond Documents or (iv) the issuance of any direction by the Mortgage Bond Trustee to the Collateral Trustee, following the occurrence and during the continuance of any Default (as defined in the Mortgage Bond Indenture), to commence exercise of foreclosure or similar remedies under the Shared Security Documents.

Trust Estate ” means the right, title and interest of the Collateral Trustee in, to and under the Shared Security Documents and the collateral security described therein.

UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

(b) Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the Mortgage Bond Documents), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2. Declaration and Acceptance of Trust; Remedies .

2.01 Declaration and Acceptance of Trust . The Collateral Trustee hereby declares, and the Company agrees, that the Collateral Trustee holds the Trust Estate as trustee in trust under this Agreement for the equal and ratable benefit of the Secured Parties as provided herein. The Collateral Trustee is appointed the Collateral Trustee hereunder by the Mortgage Bond Trustee and by acceptance of the benefits of this Agreement and the Shared Security Documents, each Secured Party (whether or not a signatory hereto) (i) consents and agrees to the appointment of the Collateral Trustee as trustee hereunder, (ii) confirms that the Collateral Trustee shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any remedies under or with respect to the Shared Security Documents and the giving or withholding of any consent or approval relating to any Shared Collateral or the

 

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Company’s obligations with respect thereto and (iii) agrees that, except as expressly provided in this Agreement, such Secured Party shall not take any action to enforce any of such remedies or give any such consents or approvals.

2.02 Determinations Relating to Shared Collateral . In the event (i) the Collateral Trustee shall at any time receive any written request from the Company under a Shared Security Document for consent or approval with respect to any matter or thing relating to any Shared Collateral or the Company’s obligations with respect thereto or (ii) there shall be due to or from the Collateral Trustee under the provisions of any Shared Security Document any performance or the delivery of any instrument or (iii) a Responsible Officer of the Collateral Trustee shall receive notice of any nonperformance by the Company of any covenant or any breach of any representation or warranty set forth in any Shared Security Document, then, in each such event, the Collateral Trustee shall advise the Mortgage Bond Trustee of the matter or thing as to which consent has been requested or the performance or instrument or other document required to be delivered or the nonperformance or breach of which the Collateral Trustee has received notice. The Mortgage Bond Trustee shall at all times have the exclusive authority to direct the Collateral Trustee’s response to any of the events or circumstances contemplated in clauses (i), (ii) or (iii) above.

2.03 Remedies .

(a) Notice of Triggering Event . If the Collateral Trustee at any time receives notice of a Triggering Event, it shall promptly notify each Debt Trustee and the Company in writing that a Triggering Event has occurred.

(b) Directions to Collateral Trustee . Except as otherwise expressly provided herein, the Mortgage Bond Trustee shall at all times (whether before or after the occurrence of a Triggering Event) have the right and authority to direct the time, method and place of conducting any proceeding for the exercise of any right or remedy available to the Collateral Trustee with respect to the Shared Collateral, or of exercising any trust or power conferred on the Collateral Trustee, or for the taking of any other action authorized by the instruments comprising the Trust Estate (including the making of any determinations to be made by the Collateral Trustee thereunder); provided however that (i) Specified Mortgage Bond Secured Parties shall have the right at any time, to the extent permitted by Section 12.15(a) and the other provisions of the Mortgage Bond Indenture, to give such direction to the Collateral Trustee upon prior written notice to the Mortgage Bond Trustee and the Collateral Trustee of the exercise of such rights under Section 12.15(a) of the Mortgage Bond Indenture, (ii) following the occurrence of a Triggering Event, Requisite Secured Parties shall have the right at any time to give such direction to the Collateral Trustee upon prior written notice to the Mortgage Bond Trustee and the Collateral Trustee and, thereafter, shall have the exclusive right and authority to direct the Collateral Trustee as to such matters and (iii) nothing in this Section 2.03 shall impair the right of the Collateral Trustee in its discretion to take any action deemed proper by the Collateral Trustee and which is not inconsistent with such direction by the Mortgage Bond Trustee , Specified Mortgage Bond Secured Parties or Requisite Secured Parties, as applicable.

2.04 Receipt of Funds . In the event any Secured Party shall receive any funds which, under this Agreement, belong to the Collateral Trustee or any other Secured Party, such

 

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Secured Party shall remit such funds promptly to the Collateral Trustee for distribution by the Collateral Trustee or to such other Secured Party, as the case may be, and prior to such remittance shall hold such funds in trust for the Collateral Trustee or such other Secured Party, as the case may be.

2.05 Nature of Secured Parties’ Rights . All of the Secured Parties shall be bound by any instruction or direction given by the Mortgage Bond Trustee, the Specified Mortgage Bond Secured Parties or the Requisite Secured Parties, as applicable, pursuant to this Section 2.

Section 3. Application of Certain Amounts .

3.01 Application of Proceeds . (a) Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Shared Collateral pursuant to any of the Shared Security Documents, and any other cash constituting Shared Collateral at the time held by the Collateral Trustee under this Agreement, shall be held in trust by the Collateral Trustee and applied as soon as practicable after receipt as follows:

First , to the Collateral Trustee in an amount equal to the Collateral Trustee’s Fees which are unpaid as of the applicable Distribution Date (and to any Secured Party which has theretofore advanced or paid any such Collateral Trustee’s Fees in an amount equal to the amount thereof so advanced or paid by such Secured Party) and to the payment of all taxes, assessments or Prior Liens (except any taxes, assessments or Prior Liens subject to which such collection, sale or other realization shall have been made);

Second , after and giving effect to the payment in full of the amounts referred to in clause first above (but subject to Section 3.04), to the Secured Parties equally and ratably, each in proportion to the amount of Secured Obligations then held by them (whether or not then due and payable), until all the Secured Obligations have been paid in full (or monies set aside for such payment in full as provided in the next paragraph); and

Finally , after payment in full of all Secured Obligations, to the Company or its successors or assigns or as a court of competent jurisdiction may direct,

If at any time any moneys collected or received by the Collateral Trustee are distributable pursuant to clause second above to the 2002 Indenture Trustee or the 2006 Indenture Trustee, and if either the 2002 Indenture Trustee or the 2006 Indenture Trustee shall notify the Collateral Trustee in writing that no provision is made under the applicable Equal and Ratable Notes Indenture for the application by the 2002 Indenture Trustee or 2006 Indenture Trustee, as applicable, of such moneys and that the applicable Equal and Ratable Notes Indenture does not effectively provide for the receipt and the holding by the 2002 Indenture Trustee or 2006 Indenture Trustee of such moneys pending the application thereof, then the Collateral Trustee, after receipt of such moneys pending the application thereof, and after receipt of such notification, shall at the direction of the 2002 Indenture Trustee or 2006 Indenture Trustee acting, respectively, at the direction of the holders of a majority in aggregate principal amount of the 2002 Indenture Notes and the 2006 Indenture Notes, as the case may be, invest such amounts in investments constituting Investment Securities as directed by the 2002 Indenture Trustee or 2006

 

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Indenture Trustee, as applicable, maturing within 90 days after they are acquired by the Collateral Trustee or, in the absence of such instruction or in the event of conflicting instructions, hold such moneys uninvested and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust solely for the 2002 Indenture Trustee and/or 2006 Indenture Trustee (each, in its capacity as trustee) and for no other purpose until such time as the 2002 Indenture Trustee and/or 2006 Indenture Trustee shall request in writing the delivery thereof by the Collateral Trustee for application pursuant to the applicable Equal and Ratable Notes Indenture. The Collateral Trustee shall not be responsible for selecting particular investments, any diminution in funds resulting from any such investment or any liquidation or any liquidation thereof prior to maturity.

(b) For the purpose of this Section 3.01, “proceeds” of Shared Collateral includes any and all cash, securities and other property realized from collection, foreclosure or other enforcement of the Collateral Trustee’s Liens upon the Shared Collateral (including distributions of Shared Collateral in satisfaction of any Secured Obligations) or distributed in any bankruptcy case or insolvency or liquidation proceeding in respect of any claim upon any Secured Obligation that is allowed or enforceable therein as a claim secured by Shared Collateral pursuant to the Shared Security Documents. If any Secured Party collects or receives any proceeds from a foreclosure, collection or other enforcement or proceeds of any title or other insurance that should have been applied to the payment of the Secured Obligations in accordance with Section 3.01(a) above, such Secured Party will forthwith deliver the same to the Collateral Trustee, for the benefit of the Secured Parties, to be applied in accordance with Section 3.01(a).

3.02 Reliance by Collateral Trustee; Payments . The Collateral Trustee shall be entitled to conclusively rely upon a certificate from: (i) the Mortgage Bond Trustee as to the aggregate amount of Mortgage Bond Obligations that on any Distribution Date are held by any Secured Party and as to the amount thereof that are due and payable, and shall remit the amount of any cash to be applied pursuant to clause second of Section 3.01 to the Mortgage Bond Obligations that are then due and payable directly to the Mortgage Bond Trustee; (ii) the 2006 Indenture Trustee as to the aggregate amount of 2006 Note Obligations that on any Distribution Date are held by any holder of 2006 Indenture Notes and as to the amount thereof that are due and payable, and shall, except to the extent provided in the second paragraph of Section 3.01, remit the amount of any cash to be applied pursuant to clause second of Section 3.01 to the 2006 Note Obligations that are then due and payable directly to the 2006 Indenture Trustee; and (iii) the 2002 Indenture Trustee as to the aggregate amount of 2002 Note Obligations that on any Distribution Date are held by any holder of 2002 Indenture Notes and as to the amount thereof that are due and payable, and shall, except to the extent provided in the second paragraph of Section 3.01, remit the amount of any cash to be applied pursuant to clause second of Section 3.01 to the 2002 Note Obligations that are then due and payable directly to the 2002 Indenture Trustee; provided that nothing in this Section 3.02 shall prevent the Company from contesting any amounts claimed by any Debt Trustee in any such certification.

3.03 Payment Provisions . For the purposes of applying the provisions of Section 3.01, all interest to be paid on any of the Secured Obligations pursuant to the terms of any Debt Instrument shall, as among the Secured Parties and irrespective of whether such interest is or would be recognized or allowed in any bankruptcy or similar proceeding, be treated as a Secured Obligation for purposes hereof.

 

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3.04 Transfer of Certain Amounts Received as Shared Collateral . Anything herein or in any of the other Shared Security Documents to the contrary notwithstanding, so long as no Triggering Event shall have occurred and be continuing, (a) in the event that the Collateral Trustee receives any proceeds of insurance with respect to any Shared Collateral as provided in Section 7.11 of the Mortgage Bond Indenture, if directed by the Mortgage Bond Trustee to remit such amounts to the Company pursuant to Section 7.11 of the Mortgage Bond Indenture, the Collateral Trustee shall promptly remit such amounts to the Company; or (b) in the event the Collateral Trustee is instructed by the Mortgage Bond Trustee to remit any other amounts, or return any securities or instruments, that have been delivered to the Collateral Trustee from the Company or the Mortgage Bond Trustee to be held as Shared Collateral (for the avoidance of doubt, not including proceeds referred to in Section 3.01), for application pursuant to Section 11.01 of the Mortgage Bond Indenture or other applicable provisions of the Mortgage Bond Indenture, the Collateral Trustee shall promptly remit or return such amounts or other property to the Mortgage Bond Trustee for application as provided in the Mortgage Bond Indenture.

3.05 Certain Securities and Instruments Held by Collateral Trustee .

(a) The Collateral Trustee shall use reasonable efforts to collect the principal of and interest on any Governmental Obligations and purchase money obligations secured by a purchase money mortgage which are delivered to the Collateral Trustee pursuant to the terms of the Mortgage Bond Indenture, as and when such principal and interest become payable. Unless the Company is in default in the payment of any principal of or interest on any Outstanding Mortgage Bonds or any Event Default shall be continuing, the interest received by the Collateral Trustee on any such obligation shall be paid over to the Company, and any payments received by the Collateral Trustee on account of the principal of any such obligation in excess (as evidenced by a certificate of an officer of the Company) of the amount of credit used by the Company in respect of such obligation upon the release of any Mortgaged Property from the Lien of the Mortgage shall also be paid to the Company.

(b) With respect to any obligations secured by a purchase money mortgage which are delivered to the Collateral Trustee pursuant to the terms of the Mortgage Bond Indenture, and all substitutions therefor, the Collateral Trustee shall have and may exercise all the rights and powers of an owner of such obligations and substitutions and, without limiting the generality of the foregoing, may collect and receive all insurance moneys payable to it under any provision thereof and apply the same in accordance with the provisions thereof, may consent to extensions thereof at a higher or lower rate of interest, may join in any plan or plans of voluntary or involuntary reorganization or readjustment or rearrangement and may accept and hold under this Agreement new obligations, stocks or other securities issued in exchange therefor under any such plan, and any discretionary action which the Collateral Trustee may be entitled to take in connection with any such obligations or substitutions therefor shall be taken, so long as no Default (as defined in the Mortgage Bond Indenture) has occurred and is continuing, in accordance with the written request of the Company, evidenced by a certificate of an officer of the Company, or, while a Default (as defined in the Mortgage Bond Indenture) is continuing, in the discretion of the Collateral Trustee, provided that the Collateral Trustee shall have no obligation to exercise any such discretion unless it receives instructions satisfactory to it from the Mortgage Bond Trustee.

 

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3.06 Moneys, Securities and Instruments to be Held in Trust; Investment of Moneys Held in Trust .

(a) All cash, instruments and securities (including Governmental Obligations and purchase money obligations secured by a purchase money mortgage, as provided in Section 3.05) received by the Collateral Trustee pursuant to the terms hereof, the Mortgage Bond Indenture or the Shared Security Documents shall, until withdrawn, used, invested or applied as provided in this Agreement, be held in trust for the purposes for which such cash or other property was received, but need not be segregated from other funds except as directed by the Company or as and to the extent required by law.

(b) After compliance with any applicable legal requirements, the Collateral Trustee may deposit all or any part of cash received by it as Collateral Trustee in certificates of deposit or demand accounts, to its credit as Collateral Trustee in its own banking department or, with the consent of the Company, in any bank or trust company having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000). If such bank or trust company publishes reports of condition at least annually, pursuant to law or the requirement of any federal, state or District of Columbia supervising or examining authority, then for the purposes of this paragraph the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in the most recent report of condition so published. So long as no Default (as defined in the Mortgage Bond Indenture) is continuing, the Collateral Trustee shall pay to the Company any interest earned on any such certificate or account.

(c) When so directed by a certificate of an officer of the Company, the Collateral Trustee shall invest all or any part of such cash received by it in any Investment Securities; and the Collateral Trustee, when so directed by a certificate of an officer of the Company, shall sell or repurchase all or any part of such Investment Securities. Such Investment Securities shall be held by the Collateral Trustee as part of the Mortgaged Property; provided , however , that the proceeds of such Investment Securities representing interest shall be paid or credited to the Company and shall not constitute Mortgaged Property. If any such sale or any payment on the maturity of any such Investment Securities held by the Collateral Trustee, shall produce a net sum less than the cost (including accrued interest and investment expenses) of such Investment Securities sold or paid, the Company will promptly pay to the Collateral Trustee such amount of cash as will, with the net proceeds of such sale or such payment, equal the cost (including accrued interest and investment expenses) of such Investment Securities so sold or paid; and if any such sale or any payment at the maturity of any such Investment Securities held by the Collateral Trustee, shall produce a net sum greater than the cost (including accrued interest and investment expenses) of such Investment Securities so sold or paid the Collateral Trustee shall, if no Event Default is continuing, pay to the Company the amount of such excess. The Company will also pay to the Collateral Trustee all brokers’ fees and other expenses reasonably incurred by the Collateral Trustee in connection with its investment of such cash and the sale of such Investment Securities.

(d) The Collateral Trustee shall allow interest on any cash held by it under this Agreement and deposited by it in its banking department, at the current rate or rates, if any, from time to time paid by it on similar deposits of like size and nature over like periods of time,

 

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unless in a particular instance the Collateral Trustee and the Company shall otherwise agree. Interest so allowed and interest received by the Collateral Trustee from deposits in other banks and trust companies of cash which is a part of the Mortgaged Property made pursuant to in paragraph (b) above, except as otherwise herein provided in respect of particular cash, shall, if no Default (as defined in the Mortgage Bond Indenture) is continuing, be paid or credited to the Company by the Collateral Trustee.

(e) When so directed by a certificate of an officer of the Company, the Collateral Trustee shall establish one or more accounts for the deposit and/or investment of monies received by it, including a separate account from which all cash payable by the Collateral Trustee on behalf of the Company shall be paid and into which cash shall be deposited by the Company, or by the Collateral Trustee on behalf of the Company from other accounts or investments held or managed by the Collateral Trustee, as needed, so that such account shall be operated with a zero balance.

Section 4. Agreements with Collateral Trustee .

4.01 Delivery of Debt Instruments . On or before the date hereof, the Company shall have delivered to the Collateral Trustee a true and complete copy of the Mortgage Bond Indenture and each of the Equal and Ratable Notes Indentures, in each case, as in effect on the date hereof. Promptly upon the execution thereof, the Company shall deliver to the Collateral Trustee a true and complete copy of any and all amendments, modifications or supplements to the Mortgage Bond Indenture or the Equal and Ratable Notes Indentures.

4.02 Information . With respect to the Mortgage Bonds, the 2006 Indenture Notes and the 2002 Indenture Notes, the Company (or, in the case of the Mortgage Bonds, the Mortgage Bond Trustee) shall deliver to the Collateral Trustee within 30 days after request by the Collateral Trustee, a list setting forth (as of the date of such request) (i) the aggregate principal amount outstanding thereunder and (ii) the interest rate or rates then in effect thereunder. In addition, the Company shall furnish to the Collateral Trustee within 30 days of a request therefor a list (as of the date of such request) setting forth the name and address of each party to whom notices must be sent under the Mortgage Bond Indenture, the 2006 Indenture Notes Documents and the 2002 Indenture Notes Documents. The Company will promptly notify the Collateral Trustee of each change in the identity of any Debt Trustee.

4.03 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . The Company agrees to pay (i) to the Collateral Trustee, from time to time upon demand, compensation for its services hereunder and for administering the Trust Estate, as heretofore or from time to time agreed upon in writing between the Collateral Trustee and the Company, (ii) all out-of-pocket expenses incurred by the Collateral Trustee and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Collateral Trustee, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all out-of-pocket expenses incurred or required to be advanced by the Collateral Trustee in connection with the administration of the Trust Estate or the preservation, protection or defense of the Shared

 

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Collateral or the Trust Estate or the Collateral Trustee’s rights under this Agreement and in and to the Shared Collateral and the Trust Estate, (iv) all out-of-pocket expenses incurred by the Collateral Trustee, including the fees, charges and disbursements of any counsel for the Collateral Trustee, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 4.03, including in connection with any workout, restructuring or negotiations in respect thereof and (v) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any other document referred to therein.

(b) Indemnification . The Company agrees to indemnify the Collateral Trustee, the Mortgage Bond Trustee and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The benefits of this Section 4.03 shall survive the termination of this Agreement and resignation or removal of the Collateral Trustee.

(c) Payments . All amounts due under this Section 4.03 shall be payable promptly after written demand therefor.

Section 5. The Collateral Trustee .

5.01 Certain Duties . The Collateral Trustee’s duties in respect of the Trust Estate shall include the taking of action with respect to applications of the Company or others for consents, waivers, releases or other matters relating to the Trust Estate or the Shared Collateral as is explicitly required of the Collateral Trustee pursuant to the terms hereunder and the prosecution following any Event of Default of any action or proceeding or the taking of any nonjudicial remedial action as shall be determined to be required pursuant to the provisions of Sections 2.02 and 2.03. The Collateral Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Shared Collateral in its possession, under the UCC or otherwise, shall be to deal with such Collateral in the same manner as it customarily deals with similar collateral of other parties held by it.

5.02 Exculpatory Provisions .

(a) No Representations . The Collateral Trustee shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties

 

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herein contained. The Collateral Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of the Company thereto or as to the security afforded by the Shared Security Documents or this Agreement or as to the validity, execution (except its own execution thereof), enforceability, legality or sufficiency of the Shared Security Documents or this Agreement or of the Secured Obligations, and the Collateral Trustee shall incur no liability or responsibility with respect to any such matters. The Collateral Trustee shall not be responsible for insuring the Trust Estate or for the payment of taxes, charges, assessments or Liens upon the Trust Estate or otherwise as to the maintenance of the Trust Estate, including as to the preparation or filing of any UCC financing statements. The Collateral Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.

(b) Limitations upon Duties . The Collateral Trustee shall not be required to ascertain or inquire as to the performance by the Company or any other Person of any of the covenants or agreements contained herein, in the Shared Security Documents or in any Debt Instrument or any other agreement or instrument referred to therein. Whenever it is necessary for the Collateral Trustee to ascertain the amount of Secured Obligations then held by a Secured Party, the Collateral Trustee may conclusively rely on a certificate of the Company or the relevant Debt Trustee as to such amount.

(c) Limitations upon Liability . The Collateral Trustee shall not be personally liable for any action taken or omitted to be taken by it in accordance with this Agreement, the Shared Security Documents or any Debt Instrument, except for such actions or omissions that are determined by a court of competent jurisdiction by final and nonappealable judgment to have been caused by the gross negligence or willful misconduct of the Collateral Trustee. The Collateral Trustee and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Company and its Subsidiaries as though the Collateral Trustee were not the collateral trustee hereunder. The Collateral Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. In no event shall the Collateral Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Collateral Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Collateral Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Collateral Trustee at the Corporate Trust Office of the Collateral Trustee, and such notice references this Agreement.

5.03 Delegation of Duties . The Collateral Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by or through agents or attorneys-in-fact and shall not be responsible nor liable for the negligence of any such agent or attorney-in-fact appointed by it with due care hereunder.

 

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5.04 Reliance by Collateral Trustee .

(a) Reliance upon Certificates of Company . Whenever in the administration of the trusts of this Agreement the Collateral Trustee shall deem it necessary or advisable that a matter be proved or established in connection with the taking of any action hereunder by the Collateral Trustee, such matter (unless other evidence in respect thereof be herein or in the Shared Security Documents specifically prescribed) may be deemed to be conclusively provided or established by a certificate of an officer of the Company delivered to the Collateral Trustee, and such officers’ certificate shall be full warranty to Collateral Trustee for any action taken, suffered or omitted in reliance thereon.

(b) Consultation with Counsel . The Collateral Trustee may consult with counsel of its own selection (which may be in-house counsel for the Collateral Trustee) and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in respect of any action taken or suffered by it hereunder in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of the Trust Estate from any court of competent jurisdiction.

(c) Reliance upon Resolutions, Etc . The Collateral Trustee may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document (whether in its original, electronic or facsimile form) which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of electronic versions, telecopies and telexes, to have been sent by the proper party or parties. The Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Agreement or the Shared Security Documents.

(d) Conflict or Doubt in Actions to be Taken . In the event any disagreement between or among any of the Debt Trustees and/or the holders of different classes or series of Debt Instruments shall result in a proceeding in a court of competent jurisdiction being instituted with respect to the proper action to be taken by the Collateral Trustee hereunder, and an order shall be issued enjoining the Collateral Trustee from taking any action hereunder or under any Shared Security Document, the Collateral Trustee shall be entitled to refrain from taking action hereunder and to retain the Trust Estate until the Collateral Trustee shall have received a replacement or supplemental order of such court with respect to the action to be taken. In addition, in the event that the Collateral Trustee in good faith is in doubt as to what action it should take hereunder, the Collateral Trustee shall be entitled to refrain from taking action hereunder and to retain the Trust Estate until the Collateral Trustee shall have received a direction from the Mortgage Bond Trustee (or, as applicable, by the other appropriate instructing parties as provided in Section 2.03(b)) with respect to the action to be taken.

5.05 Limitations on Duties of Collateral Trustee . The Collateral Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Mortgage Bond Trustee (or, as applicable, by the other appropriate instructing parties as provided in Section 2.03(b)). Except as herein otherwise expressly provided, the

 

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Collateral Trustee shall not be under any obligation to take any action which is discretionary with the Collateral Trustee under the provisions hereof except upon the written request of the Mortgage Bond Trustee (or except as otherwise provided in Section 2.03(b)). Upon reasonable prior notice, the Collateral Trustee shall make available for inspection and copying during normal business hours by any Secured Party each certificate or other paper furnished to the Collateral Trustee by the Company or any Debt Trustee under or in respect of this Agreement, the Shared Security Documents or any portion of the Trust Estate.

5.06 Moneys to be Held in Trust . All moneys received by the Collateral Trustee under or pursuant to any provision of this Agreement shall be held in trust for the purposes for which they were paid or are held.

5.07 Resignation and Replacement of Collateral Trustee .

(a) Resignation . The Collateral Trustee may at any time, by giving 60 days’ prior written notice to the Company and the Mortgage Bond Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of (i) 60 days from the date of such notice and (ii) the appointment of a successor collateral trustee or collateral trustees by the Mortgage Bond Trustee (with such successor to be chosen in consultation with, and reasonably satisfactory to, the Company, so long as no Event of Default has occurred and is continuing). If no successor collateral trustee or collateral trustees shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation, the Collateral Trustee (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation), the Mortgage Bond Trustee or the Company may at the expense of the Company, apply to any court of competent jurisdiction to appoint a successor collateral trustee or collateral trustees (which may be an individual or individuals) to act until such time, if any, as a successor collateral trustee or collateral trustees shall have been appointed as above provided. Any successor collateral trustee or collateral trustees so appointed by such court shall immediately and without further act be superseded by any successor collateral trustee or collateral trustees approved by the Mortgage Bond Trustee as above provided. In connection with the foregoing, the Company hereby agrees with the Secured Parties to pay the fees, costs and expenses of any successor Collateral Trustee, and to provide indemnification to any successor Collateral Trustee, to the same extent as it provides the same to the predecessor Collateral Trustee.

(b) Appointment of Successor Collateral Trustee . If at any time the Collateral Trustee shall resign, fail to qualify to act as Collateral Trustee or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of Collateral Trustee for any other cause, a successor collateral trustee or collateral trustees may be appointed by the Mortgage Bond Trustee (with such successor to be chosen in consultation with, and reasonably satisfactory to, the Company, so long as no Event of Default has occurred and is continuing), and the powers, duties, authority and title of the predecessor collateral trustee or collateral trustees terminated and canceled without procuring the resignation of such predecessor collateral trustee or collateral trustees, and without any other formality (except as may be required by applicable law) other than appointment and designation of a successor collateral trustee or collateral trustees in writing, duly acknowledged, delivered to the predecessor collateral trustee or collateral trustees and each of the Debt Trustees, and filed for record in each public office, if any, in which this Agreement is required to be filed.

 

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(c) Rights of Successor Collateral Trustee . The appointment and designation referred to in Section 5.07(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor collateral trustee or collateral trustees, without any further act, deed or conveyance, all of the estate and title of its predecessor or their predecessors, and upon such filing for record the successor collateral trustee or collateral trustees shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor or their predecessors; but such predecessor or predecessors shall, nevertheless, on the written request of the Mortgage Bond Trustee or any successor collateral trustee or collateral trustees, execute and deliver an instrument transferring to such successor or successors all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor or predecessors hereunder, take all steps reasonably necessary to assign the Liens and security interests in the Shared Collateral to the successor collateral trustee and shall deliver all securities, instruments, moneys and other Shared Collateral held by it or them to such successor collateral trustee or collateral trustees.

(d) Filings at Expense of Company . Any required filing for record of the instrument appointing a successor collateral trustee as hereinabove provided shall be made by and at the expense of the Company.

5.08 Qualifications of Successors to Collateral Trustee . Except as permitted by Section 5.07, any successor to the Collateral Trustee appointed pursuant to Section 5.07 shall be a bank or trust company in good standing and having power so to act, incorporated under the laws of the United States of America or any State thereof or the District of Columbia, and having its principal corporate trust office within the forty-eight contiguous States, and shall also have capital, surplus and undivided profits of not less than $500,000,000.

5.09 Merger of Collateral Trustee . Any Person into which the Collateral Trustee may be merged, or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Collateral Trustee shall be a party, or any Person acquiring all or substantially all of the corporate trust business of the Collateral Trustee, shall be the Collateral Trustee under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

5.10 Appointment of Additional and Separate Collateral Trustee . Whenever (i) the Collateral Trustee or the Mortgage Bond Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Shared Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Shared Collateral, or (ii) the Collateral Trustee shall be advised by counsel that it is so necessary or prudent in the interest of the Secured Parties, then in any such case, the Collateral Trustee shall execute and deliver from time to time all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Collateral Trustee either to act as additional trustee or trustees of all or any part of the Trust Estate, jointly with the Collateral Trustee, or to act as separate trustee or trustees of all or any part of the Trust

 

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Estate, in any such case with such powers as may be provided in such instruments or agreements, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Collateral Trustee deemed necessary or advisable by the Collateral Trustee. The fees and expense of any such additional trustee or trustees shall be paid by the Company.

Section 6. Release of Trust Estate and Shared Collateral; Expiration of Certain Rights .

6.01 Release of Trust Estate; Expiration of Certain Rights . Notwithstanding any contrary provision herein, the Trust Estate shall be assigned and released to (i) the Mortgage Bond Trustee for the benefit of the holders of Mortgage Bond Obligations on the earlier of (a) the date on which all the 2002 Indenture Notes Obligations and 2006 Indenture Notes Obligations shall have been paid in full to the holders thereof, (b) the occurrence of a legal defeasance or covenant defeasance in respect of the Equal and Ratable Notes Indentures which removes or otherwise eliminates any provisions requiring equal and ratable security for the holders of the 2006 Indenture Notes and 2002 Indenture Notes, (c) the date on which the Equal and Ratable Notes Indentures cease to require that the Shared Collateral must secure any Equal and Ratable Notes Obligations equally and ratably or (d) the date that the provisions of the Equal and Ratable Notes Indentures that require equal and ratable security shall be held to be invalid, void or unenforceable by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, or (ii) the Company on the date on which all the Mortgage Bond Obligations have been paid in full, the Mortgage Bond Trustee has given written notice thereof to the Collateral Trustee and all the Collateral Trustee’s Fees have been paid in full.

6.02 Releases of Shared Collateral .

(a) The Lien of the Shared Security Documents may, at any time, be released in whole or in part by the Collateral Trustee as provided in Section 1.07 of the Mortgage or otherwise pursuant to (i) if no Triggering Event has occurred and is continuing, written directions signed by the Mortgage Bond Trustee, or (ii) if a Triggering Event has occurred and is continuing, written directions from the Requisite Secured Parties, provided , in each case, that no such release shall be effected in such a manner so that fewer than all, but not all, of the Secured Parties continue to be entitled to the benefits of such Lien (or become entitled to the benefits of a substitute Lien) without each of the Secured Parties hereunder being equally and ratably secured on the respective property subject to such Lien (to the extent such property is Shared Collateral), unless the terms of the Debt Instruments applicable to such Secured Parties do not require that such Secured Parties be equally and ratably secured by the relevant Lien, as reflected in an opinion of counsel to such effect delivered to the Collateral Trustee. No such release shall require any consent or approval by any other Secured Party.

(b) For the avoidance of doubt, if (i) the Shared Security Documents provide for a release of the Collateral Trustee’s Lien over all or any part of the Shared Collateral upon a disposition of such Collateral, (ii) such disposition complies with the terms of the Mortgage Bond Indenture or is directed in connection with the exercise of rights and remedies pursuant to Section 2.03(b) and (iii) upon such disposition, the Collateral Trustee’s Lien over such Shared Collateral would automatically be released under the Shared Security Documents, then such

 

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release shall be deemed permitted under this Agreement without the consent of the Collateral Trustee or any other Secured Party hereunder and the Collateral Trustee shall be authorized to execute and deliver any acknowledgment or other document reasonably requested by the Company to evidence such release. In addition, for the avoidance of doubt, Section 6.02(a) shall not apply to releases of the Collateral Trustee’s Lien over any Shared Collateral upon a disposition of such Shared Collateral directed pursuant to Section 2.03(b) in connection with the exercise of rights and remedies during the continuation of a Triggering Event, which releases may be effected pursuant to directions given to the Collateral Trustee by the appropriate instructing parties as provided in Section 2.03(b).

6.03 Amendments of Shared Security Documents . The Mortgage Bond Trustee shall have the exclusive authority to direct the Collateral Trustee to amend, supplement or waive, or to permit the Company to amend, supplement or waive, any provision of the Shared Security Documents without any consent or approval of, or prior notice to, any other Secured Party; provided however that (i) the Collateral Trustee shall not be obligated to execute or permit any such amendment, supplement or waiver that affects the Collateral Trustee’s own rights, duties or immunities under this Agreement or the Shared Security Documents and (ii) any such amendment, supplement or waiver that would materially and adversely affect the rights of the holders of the 2002 Indenture Notes or the 2006 Indenture Notes to equally and ratably share in the security provided for herein and in the Shared Security Documents, to the extent such equal and ratable sharing is required by the 2002 Notes Indenture or 2006 Notes Indenture, as applicable, shall be joined in, or consented to in writing, by the 2002 Indenture Trustee or the 2006 Indenture Trustee, as the case may be. To determine that, under the foregoing clause (ii), it is not necessary for each of the 2002 Indenture Trustee and 2006 Indenture trustee to join in, or consent in writing to, such amendment, supplement or waiver, the Collateral Trustee and the 2002 Indenture Trustee and/or 2006 Indenture Trustee shall each be provided with (and shall be entitled to rely upon) an opinion of counsel of the Company to the effect that such amendment would not materially and adversely affect the rights of the holders of the 2002 Indenture Notes and/or 2006 Indenture Notes, as the case may be, to equally and ratably share in the security provided for herein and in the Shared Security Documents, to the extent such equal and ratable sharing is required by the 2002 Notes Indenture or 2006 Notes Indenture, as applicable. Notwithstanding the foregoing, it is agreed that any amendment, supplement or waiver with respect to the Shared Security Documents in the nature of, and solely to the extent constituting, a release of the Lien of the Shared Security Documents over any Shared Collateral, shall be governed by Section 6.02(a) and not this Section 6.03.

Section 7. Miscellaneous .

7.01 Equal and Ratable Security . This Agreement is intended to comply with the provisions of the Equal and Ratable Notes Documents to secure the Equal and Ratable Notes Obligations equally and ratably with the Mortgage Bond Obligations in respect of the Shared Collateral. It is agreed that this Agreement and the Shared Security Documents are intended to secure, and provide for security for, the Equal and Ratable Notes Obligations on an equal and ratable basis with the Mortgage Bond Obligations with respect to the Shared Collateral, so long as, and to the extent, required with respect to any series of Equal and Ratable Notes, and this Agreement and the Shared Security Documents shall be construed and enforced to give effect to such intention. It is agreed that the foregoing shall be given effect notwithstanding (i) the time of

 

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incurrence of the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (ii) the order or method of attachment or perfection of any Liens on any Shared Collateral securing the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Shared Collateral, (iv) the time of taking of possession or control over any Shared Collateral, (v) that any Lien granted under the Shared Security Documents on any Shared Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien on the Shared Collateral, or (vi) the rules for determining priority under any law governing the relative priorities of Liens. Any and all rights not herein expressly given to the 2002 Indenture Trustee and/or 2006 Indenture Trustee are expressly reserved to the Mortgage Bond Trustee, it being understood that in the absence of a requirement to provide equal and ratable security set forth in the Equal and Ratable Notes Documents, this Agreement would not have been accepted by the Mortgage Bond Trustee or the holders of the Mortgage Bonds.

7.02 Amendments, Supplements and Waivers . This Agreement may be amended at any time by an instrument in writing signed by the parties hereto; provided however that (i) the 2002 Indenture Trustee or the 2006 Indenture Trustee must join in any such instrument to the extent that the same would materially and adversely affect the rights of the holders of the 2002 Indenture Notes or 2006 Indenture Notes, as the case may be, to equally and ratably share in the security provided for herein and in the Shared Security Documents, to the extent such equal and ratable sharing is required by the 2002 Notes Indenture or 2006 Notes Indenture, as applicable, and (ii) the Collateral Trustee shall not be obligated to execute any such instrument to the extent it would affect the Collateral Trustee’s own rights, duties or immunities under this Agreement or the Shared Security Documents. To determine that, under the foregoing clause (i), it is not necessary for each of the 2002 Indenture Trustee or 2006 Indenture Trustee to join in such amendment, the Collateral Trustee and 2002 Indenture Trustee and/or 2006 Indenture Trustee shall each be provided with (and shall be entitled to rely upon) an opinion of counsel, which may be counsel of the Company to the effect that such amendment would not materially and adversely affect the rights of the holders of the 2002 Indenture Notes and/or 2006 Indenture Notes, as the case may be, to equally and ratably share in the security provided for herein and in the Shared Security Documents, to the extent such equal and ratable sharing is required by the 2002 Notes Indenture or 2006 Notes Indenture, as applicable.

7.03 Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Company:

MidAmerican Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Attention: Corporate Secretary

Fax: 515-242-4295

 

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(ii) if to the Collateral Trustee:

The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, IL 60602

Attention: Corporate Trust Administration

Fax: 312-827-8542

(iii) if to any Debt Trustee:

The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, IL 60602

Attention: Corporate Trust Administration

Fax: 312-827-8542

or, in the case of any party, at such other address as shall be designated by it in a written notice to each of the other parties. All such notices and other communications given in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

7.04 The Collateral Trustee agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Collateral Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Collateral Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Collateral Trustee in its discretion elects to act upon such instructions, the Collateral Trustee’s understanding of such instructions shall be deemed controlling. The Collateral Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Collateral Trustee, including without limitation the risk of the Collateral Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

7.05 Captions . The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

7.06 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 

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7.07 Dealings with the Company . Upon any application or demand by the Company to the Collateral Trustee to take or permit any action under any of the provisions of this Agreement or under any Shared Security Document, the Company shall furnish to the Collateral Trustee a certificate of an appropriate officer and an opinion of counsel stating that all conditions precedent, if any, provided for in this Agreement or such Shared Security Document relating to the proposed action have been complied with.

7.08 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Secured Parties and each holder of any of the Secured Obligations ( provided however that the Company shall not assign or transfer its rights or obligations hereunder without the prior written consent of the Collateral Trustee and the Mortgage Bond Trustee).

7.09 Governing Law; Jurisdiction; Etc .

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(b) SUBMISSION TO JURISDICTION . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL DISTRICT COURT, IN EACH CASE, SITTING IN THE BOROUGH OF MANHATTAN AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH SHARED SECURITY DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN THE STATE OF NEW YORK OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) WAIVER OF VENUE . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SHARED SECURITY DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 8.08. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) Service of Process . Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.03. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

 

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7.10 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

7.11 Waiver Of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SHARED SECURITY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

7.12 No Waiver . No failure on the part of the any Secured Party to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

7.13 Survival . The provisions of Section 4.03 and Section 5 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the resignation or removal of the Collateral Trustee and the repayment in full of the Secured Obligations.

7.14 Force Majeure . In no event shall the Collateral Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

7.15 Incorporation by Reference . In connection with its execution and acting hereunder, the Mortgage Bond Trustee is entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to it and the Collateral Trustee hereunder and to it under the Mortgage Bond Indenture.

 

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

 

MIDAMERICAN ENERGY COMPANY
By  

/s/ William J. Fehrman

Name:   William J. Fehrman
Title:   President and Chief Executive Officer

Signature Page to Intercreditor and Collateral Trust Agreement


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Mortgage Bond Trustee

By  

/s/ Richard Tarnas

  Name:   Richard Tarnas
  Title:   Vice President

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Collateral Trustee

By  

/s/ Richard Tarnas

  Name:   Richard Tarnas
  Title:   Vice President

Signature Page to Intercreditor and Collateral Trust Agreement