Sinking fund requirements. None Defeasance provisions: The 2036 Notes will be subject to defeasance and covenant defeasance as provided in Article 8 of the Indenture. Fixed or variable price offering: Variable Purchase price: 96.85% of the principal amount of the 2036 Notes Form: Book-entry only Other terms and conditions: Timely payment of regularly scheduled payments of the principal of and interest on the 2036 Notes when due and payments in connection with the redemption of 2036 Notes at the option of the Representatives of deceased Beneficial Owners thereof will be insured by Financial Guaranty Insurance Corporation (the “Insurer”) pursuant to a financial guaranty insurance policy (the “Policy”) issued by the Insurer at the Closing Time. See Annex A for additional terms and conditions. Closing time and location: October 18, 2006 at Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All of the provisions contained in the document attached as Annex I hereto entitled “Vectren Utility Holdings, Inc.— Debt Securities — Underwriting Agreement” (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer on October 13, 2006 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, XXXXXX X. XXXXX & CO., L.P. By: /s/ T. Xxxxxxx Xxxxx, Xx. Authorized Signatory Accepted: VECTREN UTILITY HOLDINGS, INC., as Issuer By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Treasurer INDIANA GAS COMPANY, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Treasurer SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Treasurer VECTREN ENERGY DELIVERY OF OHIO, INC., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Treasurer ANNEX A 1. In addition to the representations and warranties of the Company in Section 1 of the Underwriting Agreement, the Company represents and warrants as of the date of this Terms Agreement that it has duly authorized all necessary action to be taken by it, and at the Closing Time has taken all necessary action, for the procurement of the Policy to be issued by...
Sinking fund requirements. [The Notes will not have the benefit of, or be subject to, any sinking fund.] Defeasance provisions: The Notes are subject to defeasance and covenant defeasance as provided in Article 8 of the Indenture.
Sinking fund requirements. The Underwritten Securities will not be entitled to the benefit of a sinking fund. Initial public offering price: 99.631% (which equals $1,245,387,500), in the case of the 10-Year Notes, and 99.281% (which equals $1,141,731,500), in the case of the 30-Year Notes, plus, in each case, accrued interest, if any, from November 26, 2003. Purchase price: 98.981% (which equals $1,237,262,500), in the case of the 10-Year Notes, and 98.406% (which equals, $1,131,669,000), in the case of the 30-Year Notes, plus, in each case, accrued interest, if any, from November 26, 2003 (payable in same-day funds). Form: Global Notes through the facilities of The Depository Trust Company Closing Date and Location: November 26, 2003, 9:00 a.m., New York City time Shearman & Sterling 599 Lexington Avenue New York, New Xxxx 00000 Xxx xx xxx xxxxxxxxxx xxxxxxxxx xx xxx xxxxxxxx xxxxxxxx xx Xnnex A hereto entitled "Schering-Plough Corporation-Debt Securities - Underwriting Agreement Basic Provisions" (the "Basic Provisions") are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, Merrill Lynch, Pierce, Fenner & Smith Xxxxxxoraxxx Citigroup Global Markets Inc. Banc of America Securities LLC Credit Suisse First Boston LLC BNP Paribas Securities Corp. BNY Capital Markets, Inc. ING Financial Markets LLC Mellon Financial Markets, LLC The Williams Capital Group, L.P. By: MERRILL LYNCH, PIERCE, FENNER & SMITH XNCXXXXXXTED By: /s/ Richard Luciano ------------------------------------- Title: On behalf of themselves and the other Underwriters named above Accepted: SCHERING-PLOUGH CORPORATION By: /s/ E. Kevin Moore ---------------------------- Title: Vice Presidxxx xxx Treasurer ANNEX A SCHERING-PLOUGH CORPORATION (A NEW JERSEY CORPORATION) DEBT SECURITIES - UNDERWRITING AGREEMENT BASIC PROVISIONS Schering-Plough Corporation (the "Company") proposes to issue and sell up to $2,400,000,000 aggregate initial public offering price of its debt securities (the "Securities"), from time to time on terms to be determined at the time of sale. The Securities will be issued under an indenture dated as of November 26, 2003 (the "Base Indenture") and a...
