CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Illinois
UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated October 12, 2001Underwriting Agreement • October 18th, 2001 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Ex99-1 VECTREN CORPORATION CHANGE IN CONTROL AGREEMENT This AGREEMENT is by and between Vectren Corporation, an Indiana corporation (the "Company"), and Niel C. Ellerbrook (the "Executive"), dated as of March 1, 2005 (the "Commencement Date"), and...Change in Control Agreement • March 3rd, 2005 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
Exhibit 1 --------- UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated November 27, 2001Underwriting Agreement • November 29th, 2001 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Senior Debt Securities TERMS AGREEMENT ---------------Terms Agreement • July 29th, 2003 • Vectren Utility Holdings Inc • Gas & other services combined
SECTIONS HEADINGS PAGE NO. SECTION 1. TERM 1 SECTION 2. QUANTITY, ANNUAL PRICE REVISION, DELIVERIES 2 SECTION 3. SOURCE AND DELIVERY 3 SECTION 4. QUALITY 5 SECTION 5. WEIGHING, SAMPLING AND ANALYSIS 10 SECTION 6. PRICE 12 SECTION 7. INVOICES, BILLING...Supply Agreement • March 9th, 2005 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
CREDIT AGREEMENT Dated as of July 14, 2017 among VECTREN CAPITAL, CORP., as the Borrower, VECTREN CORPORATION, as the Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, WELLS FARGO BANK, NATIONAL...Credit Agreement • July 17th, 2017 • Vectren Utility Holdings Inc • Gas & other services combined • Illinois
This CREDIT AGREEMENT is entered into as of July 14, 2017 among VECTREN CAPITAL, CORP., an Indiana corporation (the "Borrower"), the Guarantor (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
VECTREN UTILITY HOLDINGS, INC., AS ISSUER INDIANA GAS COMPANY, INC., AS GUARANTOR SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, AS GUARANTOR VECTREN ENERGY DELIVERY OF OHIO, INC., AS GUARANTOR AND U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE...Indenture • October 10th, 2001 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Indiana
amongSecond Supplemental Indenture • November 29th, 2001 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Indiana
amongThird Supplemental Indenture • July 29th, 2003 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
Exhibit 1.1 UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated July 24, 2003Underwriting Agreement • July 29th, 2003 • Vectren Utility Holdings Inc • Gas & other services combined • New York
VECTREN UTILITY HOLDINGS, INC., AS ISSUER INDIANA GAS COMPANY, INC., AS GUARANTOR SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, AS GUARANTOR VECTREN ENERGY DELIVERY OF OHIO, INC., AS GUARANTOR AND U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE...Indenture • September 20th, 2001 • Vectren Utility Holdings Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Indiana
TERM LOAN AGREEMENT Dated as of July 30, 2018 amongTerm Loan Agreement • August 1st, 2018 • Vectren Utility Holdings Inc • Gas & other services combined • Illinois
This TERM LOAN AGREEMENT is entered into as of July 30, 2018, among VECTREN UTILITY HOLDINGS, INC., an Indiana corporation (the “Borrower”), the Guarantors (defined herein), JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender, Wells Fargo Bank, National Association, as a Lender, and the other Lenders defined herein.
AGREEMENT AND PLAN OF MERGER by and among VECTREN CORPORATION, CENTERPOINT ENERGY, INC. and PACER MERGER SUB, INC. Dated as of April 21, 2018Merger Agreement • April 23rd, 2018 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 21, 2018, is by and among VECTREN CORPORATION, an Indiana corporation (the “Company”), CENTERPOINT ENERGY, INC., a Texas corporation (the “Parent”), and PACER MERGER SUB, INC., an Indiana corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • March 9th, 2016 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
This Director and Officer Indemnification Agreement (this “Agreement”), dated as of [Date] (the “Effective Date”), is made by and between Vectren Corporation, an Indiana corporation (the “Company”), and «First» «Last» (“Indemnitee”).
COAL SUPPLY AGREEMENTCoal Supply Agreement • May 14th, 2015 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
This Coal Supply Agreement (the “Agreement”) is made and entered into effective as of January 1, 2015 (the “Effective Date”), by and between Southern Indiana Gas And Electric Company d/b/a Vectren Power Supply, Inc., an Indiana corporation (“Buyer”), and Vectren Fuels, Inc., an Indiana corporation (“Seller”). Buyer and Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”
AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (NON UTILITY OFFICER/OTHER THAN PRESIDENT)Stock Unit Award Agreement • December 12th, 2018 • Vectren Utility Holdings Inc • Gas & other services combined
___________________ (“Grantee”) is hereby granted on January 1, 2019 (the “Grant Date”) under Section 7.4 of the Vectren Corporation At-Risk Compensation Plan (the “Plan”) a grant of ________ Stock Unit Awards on the following terms and conditions:
ESCROW AGREEMENTEscrow Agreement • August 19th, 2010 • Vectren Utility Holdings Inc • Gas & other services combined • Illinois
This CREDIT AGREEMENT is entered into as of September 30, 2010 among VECTREN CAPITAL, CORP., an Indiana corporation (the "Borrower"), the Guarantor (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.
100,000,000 3.26% Guaranteed Senior Notes, Series A, due August 28, 2032 $100,000,000 3.93% Guaranteed Senior Notes, Series B, due November 29, 2047 Unconditionally Guaranteed by:Note Purchase Agreement • July 17th, 2017 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
Vectren Utility Holdings, Inc., an Indiana corporation (the “Company”), and Indiana Gas Company, Inc., an Indiana corporation (“Indiana Gas”), Southern Indiana Gas and Electric Company, an Indiana corporation (“SIGECO”) and Vectren Energy Delivery of Ohio, Inc., an Ohio corporation (“VEDO” and, together with the Indiana Gas and SIGECO and any guarantors added to this Agreement from time to time are individually a “Guarantor” and collectively, the “Guarantors” and together with the Company are individually an “Obligor” and collectively, the “Obligors”), jointly and severally agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Supplemental IndentureSupplemental Indenture • September 10th, 2015 • Vectren Utility Holdings Inc • Gas & other services combined
Supplemental Indenture, dated as of September 1, 2015 (this “Supplemental Indenture”), between Southern Indiana Gas and Electric Company, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”), party of the first part, and Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, formerly known as Bankers Trust Company, as Trustee under the Mortgage hereinafter referred to, party of the second part.
COAL SUPPLY AGREEMENTCoal Supply Agreement • January 6th, 2009 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
THIS COAL SUPPLY AGREEMENT (“Agreement”) is entered into effective the 1st day of January, 2009, between VECTREN FUELS, INC., an Indiana corporation (“Seller”), whose principal business address is One Vectren Square, Evansville, Indiana 47708, and SOUTHERN INDIANA GAS AND ELECTRIC COMPANY d/b/a VECTREN POWER SUPPLY, INC. (“Buyer”), whose principal business address is One Vectren Square, Evansville, Indiana 47708.
Vectren Corporation At-Risk Compensation PlanAt-Risk Compensation Plan • August 12th, 2016 • Vectren Utility Holdings Inc • Gas & other services combined
VECTREN CORPORATION AT RISK COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT (OFFICER)Restricted Stock Grant Agreement • December 12th, 2006 • Vectren Utility Holdings Inc • Gas & other services combined
_______________________ (“Grantee”) is hereby granted on January 1, 2006 (the “Grant Date”) under Article VI of the Vectren Corporation At Risk Compensation Plan (the “Plan”) an award of ______ restricted shares of common stock, without par value, of Vectren Corporation (“Restricted Stock”) on the following terms and conditions:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2011 • Vectren Utility Holdings Inc • Gas & other services combined • Illinois
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into and effective as of November 10, 2011 among VECTREN CAPITAL, CORP., an Indiana corporation (the "Borrower"), the Guarantor party hereto, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).
VECTREN CORPORATION AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (OFFICER)Stock Unit Award Agreement • February 15th, 2013 • Vectren Utility Holdings Inc • Gas & other services combined
__________ (“Grantee”) is hereby granted on January 1, 2013 (the “Grant Date”) under Section 7.3 of the Vectren Corporation At Risk Compensation Plan (the “Plan”) a grant of _____ Stock Unit Awards on the following terms and conditions:
VECTREN CORPORATION AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (OFFICER)Stock Unit Award Agreement • February 17th, 2009 • Vectren Utility Holdings Inc • Gas & other services combined
_______________________ (“Grantee”) is hereby granted on _____________________, 2009 (the “Grant Date) under Section 7.4 of the Vectren Corporation At Risk Compensation Plan (the “Plan”) a grant of ___ Stock Unit Awards on the following terms and conditions:
INSURANCE AGREEMENTInsurance Agreement • October 16th, 2006 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
WHEREAS, pursuant to an Indenture, dated as of October 19, 2001 (the “Base Indenture”), by and among the Issuer, each of the Companies and U.S. Bank National Association, as trustee (the “Trustee”) and the Fifth Supplemental Indenture, dated as of October 18, 2006, by and among the Issuer, the Companies and the Trustee (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), the Issuer has issued $100,000,000 in aggregate principal amount of its Insured Quarterly Notes due 2036 (the “IQ Notes”); and
AMENDMENT NUMBER ONE TO THE VECTREN CORPORATION CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 15th, 2013 • Vectren Utility Holdings Inc • Gas & other services combined
This Amendment Number One to the Vectren Corporation Change in Control Agreement (this “Amendment”) is entered into to be effective as of December 31, 2012 (the “Effective Date”) between Vectren Corporation (the “Company”) and __________ (the “Executive”).
VECTREN UTILITY HOLDINGS, INC. (an Indiana corporation) AND THE GUARANTORS NAMED HEREIN Senior Debt Securities TERMS AGREEMENTTerms Agreement • March 6th, 2008 • Vectren Utility Holdings Inc • Gas & other services combined
We understand that Vectren Utility Holdings, Inc., an Indiana corporation (the “Company”), proposes to issue and sell $125,000,000 aggregate principal amount of 6.25% Senior Monthly Notes due April 1, 2039 (the “2039 Notes”). Subject to the terms of the Indenture, the 2039 Notes will be fully and unconditionally guaranteed as to payment of principal and interest (the “Guarantees”) by Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company and Vectren Energy Delivery of Ohio, Inc. (the “Initial Guarantors”). Subject to the terms and conditions set forth or incorporated by reference herein, we offer to purchase from the Company, and the Company agrees to sell to us, the entire principal amount of the 2039 Notes at the purchase price set forth below.
VECTREN CORPORATION AT RISK COMPENSATION PLAN STOCK UNIT AWARD GRANT AGREEMENT (NON-EMPLOYEE DIRECTOR)Stock Unit Award Grant Agreement • February 20th, 2009 • Vectren Utility Holdings Inc • Gas & other services combined
_______________________ (“Grantee”) is hereby granted on ___ ___, 20__ (the “Grant Date) under Section 7.4 of the Vectren Corporation (Company) At Risk Compensation Plan (the “Plan”) a grant of ___ Stock Unit Awards on the following terms and conditions:
UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated November 16, 2005Underwriting Agreement • November 18th, 2005 • Vectren Utility Holdings Inc • Gas & other services combined • New York
CONFIDENTIAL PORTIONS OMITTEDCoal Supply Agreement • November 1st, 2011 • Vectren Utility Holdings Inc • Gas & other services combined
This Amendment to the January 1, 2009 A.B. Brown Coal Supply Agreements between Vectren Fuels (VF), Inc. and Vectren Power Supply (VPS) evidences as follows:
AMENDMENT TO AGREEMENT FOR UNIT FOURAgreement for Unit Four • September 25th, 2017 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
THIS AMENDMENT TO AGREEMENT FOR UNIT FOUR (this “Amendment”) is made and is effective as of September 21, 2017 (the “Amendment Date”), by and between ALCOA POWER GENERATING, INC., a Tennessee corporation (“APG”) and SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana corporation (“Southern Indiana”). Capitalized terms used herein which are not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as defined below).
AMENDMENT NUMBER ONE TO THE VECTREN CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2008 • Vectren Utility Holdings Inc • Gas & other services combined
This Amendment Number One to the Vectren Corporation Employment Agreement (this “Amendment”) is entered into to be effective as of _______________________ (the “Effective Date”) between Vectren Corporation (the “Company”) and _______________________ (the “Executive”).
CONFIDENTIAL PORTIONS OMITTEDCoal Supply Agreement • November 1st, 2011 • Vectren Utility Holdings Inc • Gas & other services combined
This Amendment to the January 1, 2009 F.B. Culley Coal Supply Agreement between Vectren Fuels (VF), Inc. and Vectren Power Supply (VPS) evidences as follows:
