SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
WITH
BANKERS TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
6.72% Senior Note Series of 1999 due 2029
Dated as of July 1, 1999
SUPPLEMENTAL INDENTURE, dated as of July 1, 0000, xxxxxxx
XXXXXXXX XXXXXXX 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 BANKERS TRUST COMPANY, a corporation
organized and existing under the laws of the State of New
York, as Trustee under the Mortgage hereinafter referred
to, party of the second part.
WHEREAS, the Company heretofore executed and
delivered to Bankers Trust Company, as Trustee (hereinafter
called the "Trustee"), a certain Indenture of Mortgage and
Deed of Trust dated as of April 1, 1932, to secure an issue
of bonds of the Company, issued and to be issued in series,
from time to time, in the manner and subject to the
conditions set forth in the said Indenture, and the said
Indenture has been amended and supplemented by Supplemental
Indentures dated as of August 31, 1936, October 1, 1937,
March 22, 1939, July 1, 1948, June 1, 1949, October 1,
1949, January 1, 1951, April 1, 1954, March 1, 1957,
October 1, 1965, September 1, 1966, August 1, 1968, May 1,
1970, August 1, 1971, April 1, 1972, October 1, 1973, April
1, 1975, January 15, 1977, April 1, 1978, June 4, 1981,
January 20, 1983, November 1, 1983, March 1, 1984, June 1,
1984, November 1, 1984, July 1, 1985, November 1, 1985,
June 1, 1986, November 15, 1986, January 15, 1987, December
15, 1987, December 13, 1990, April 1, 1993, May 1, 1993 and
June 1, 1993, which Indenture as so amended and
supplemented is hereinafter referred to as the "Mortgage"
and as further supplemented by this Supplemental Indenture
is hereinafter referred to as the "Indenture"; and
WHEREAS, the Mortgage provides that the Company
and the Trustee may, from time to time, enter into such
indentures supplemental to the Mortgage as shall be deemed
by them necessary or desirable, to establish the terms and
provisions of any series of bonds to be issued under said
Mortgage and to add to the covenants and agreements of the
Company for the protection of the holders of bonds and of
the mortgaged and pledged property; and
WHEREAS, the Company and the Trustee deem it
necessary or desirable to enter into this Supplemental
Indenture for such purposes; and
WHEREAS, the Company by appropriate corporate
action in conformity with the terms of the Indenture has
duly determined to create a series of bonds to be issued
under the Indenture to be designated as "First Mortgage
Bonds, 6.72% Senior Note Series of 1999 due 2029"
(hereinafter sometimes referred to as "bonds of the Thirty-
Eighth Series"), the bonds of which series are to bear
interest at the rate per annum set forth in the title
thereof; and
WHEREAS, the definitive registered (without
coupons) bonds of the Thirty-Eighth Series and the
Trustee's certificate of authentication to be borne by such
bonds are to be substantially in the following forms,
respectively:
[FORM OF FULLY REGISTERED BOND OF THE THIRTY-EIGHTH SERIES]
[FORM OF FACE OF BOND]
TRANSFER RESTRICTED. EXCEPT AS PROVIDED BELOW, THIS BOND
IS NOT TRANSFERABLE.
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, 6.72% SENIOR NOTE SERIES OF 1999
DUE 2029
No. _______ $ 80,000,000
Southern Indiana Gas and Electric Company, a
corporation of the State of Indiana (hereinafter called the
"Company"), for value received, hereby promises to pay to
BANKERS TRUST COMPANY, as Trustee (hereinafter called the
"Senior Note Trustee") under and Indenture (For Senior
Notes) dated as of July 1, 1999, between the Company and
the Senior Note Trustee, as supplemented by the First
Supplemental Indenture dates as of July 1, 1999
(hereinafter called, together with such First Supplemental
Indenture, the "Senior Note Indenture"), or registered
assigns Eighty Million Dollars, on August 1, 2029 at the
office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, in any coin or
currency of the United States of America which at the time
of payment is legal tender for the payment of public and
private debts, and to pay to the registered owner hereof
interest thereon from the interest payment date (February 1
or August 1) next preceding the date of this bond unless
the date hereof is prior to February 1, 2000, in which case
from July 26, 1999 (or, if this bond is dated between the
record date for any interest payment date and such interest
payment date, then from such interest payment date), at the
rate of six and seventy-two one-hundredths per cent (6.72%)
per annum in like coin or currency, payable at said office
or agency on February 1 and August 1 in each year,
commencing February 1, 2000, until the Company's obligation
with respect to the payment of such principal shall have
been discharged. The interest so payable on any February 1
or August 1 will, subject to certain exceptions provided in
the Mortgage hereinafter mentioned, be paid to the person
in whose name this bond is registered at the close of
business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such
interest payment date, or, if such January 15 or July 15
shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New
York, New York, are authorized or obligated by law to
close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so
authorized or obligated to close.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this
place.
This bond shall not become obligatory until Bankers Trust
Company, the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of certificate
endorsed hereon.
IN WITNESS WHEREOF, Southern Indiana Gas and Electric
Company has caused this bond to be signed in its name by
its President or a Vice President, by his signature or a
facsimile thereof, and a facsimile of its corporate seal to
be imprinted hereon, attested by its Secretary or an
Assistant Secretary, by his signature or a facsimile
thereof.
Dated:
SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY
By:__________________________
Name:
Title: President and
Chief Executive
Officer
Attest:
_______________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By:____________________
Name:
Title:
[FORM OF REVERSE OF BOND]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, 6.72% SENIOR NOTE SERIES OF 1999
DUE 2029
This bond is one of an issue of First Mortgage
Bonds of the Company, issuable in series, and is one of the
series designated in the title hereof, all issued and to be
issued under and equally secured (except as to any sinking
fund established in accordance with the provisions of the
Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture of Mortgage and Deed of
Trust, dated as of April 1, 1932, executed by the Company
to Bankers Trust Company, as Trustee, as amended and
supplemented by indentures supplemental thereto, to which
Indenture as so amended and supplemented (herein referred
to as the Mortgage) reference is made for a description of
the property mortgaged and pledged, the nature and extent
of the security, the rights of the holders of the bonds in
respect thereof and the terms and conditions upon which the
bonds are secured.
The principal hereof may be declared or may
become due on the conditions, with the effect, in the
manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as provided in the
Mortgage.
The bonds of the Thirty-Eighth Series are not
transferable except (i) as required to effect an assignment
to a successor trustee under the Senior Note Indenture, or
as otherwise provided in Sections 407 and 409 of the Senior
Note Indenture, or (ii) in compliance with a final order of
a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.
The Company's obligation to make payments with
respect to the principal of, and/or premium, if any, and/or
interest on, the bonds of the Thirty-Eighth Series shall be
fully or partially satisfied and discharged to the extent
that, at the time any such payment shall be due, the
corresponding amount then due of principal of, and/or
premium, if any, and/or interest on, the senior notes (the
"Senior Notes") issued pursuant to the Senior Note
Indenture (the "Senior Notes") shall have been fully or
partially paid (other than by the application of the
proceeds of a payment in respect of the bonds of the
Thirty-Eighth Series), as the case may be, or there shall
have been deposited with the Senior Note Trustee pursuant
to the Senior Note Indenture trust funds sufficient under
such indenture to fully or partially pay, as the case may
be, the corresponding amount then due of principal of,
and/or or premium, if any, and/or interest on, the Senior
Notes (other than by the application of the proceeds of a
payment in respect of the bonds of the Thirty-Eighth
Series).
Upon payment of the principal of, and premium if
any, and interest due on the Senior Notes, whether at
maturity or prior to maturity by acceleration, redemption,
repayment at the option of a registered holder of Senior
Notes or otherwise, or upon provision for the payment
thereof having been made in accordance with the Senior Note
Indenture (other than by the application of the proceeds of
a payment in respect of the bonds of the Thirty-Eighth
Series), the bonds of the Thirty-Eighth Series in a
principal amount equal to the principal amount of Senior
Notes so paid or for which such provision for payment has
been made shall be deemed fully paid, satisfied and
discharged and the obligations of the Company thereunder
shall be terminated and such bonds of the Thirty-Eighth
Series shall be surrendered to and canceled by the
Trustees. From and after the Release Date (as defined in
the Senior Note Indenture), the bonds of the Thirty-Eighth
Series shall be deemed fully paid, satisfied and discharged
and the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of the Thirty-
Eighth Series shall be surrendered to and canceled by the
Trustees.
The Company may redeem the bonds of the Thirty-
Eighth Series, in whole or in part, at any time, upon
notice as provided in the Mortgage (not less than 30 nor
more than 60 days prior to a date fixed for redemption (the
"Redemption Date")) at a redemption price equal to the
greater of (1) 100% of principal or (2) the sum of the
remaining scheduled payments of principal and interest on
the bonds of the Thirty-Eighth Series, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury
Yield plus ten basis points (.10%), plus in each case
accrued interest to the Redemption Date (the "Redemption
Price"), such Redemption Price to be set forth in an
Officer's Certificate delivered to the Trustee on or before
the Redemption Date and upon which the Trustee may
conclusively rely.
The following terms shall have the following
meanings:
"Treasury Yield" means, with respect to any
Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United
States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the
remaining term of the bonds of the Thirty-Eighth Series
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of the Thirty-
Eighth Series.
"Independent Investment Banker" means Xxxxxxx,
Sachs & Co. or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent
investment banking institution of national standing
selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect
to any Redemption Date, the Reference Treasury Dealer
Quotation for such Redemption Date.
"Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury Dealer and any Redemption
Date, the average of the bid and asked prices for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such Redemption Date. The Company
shall furnish the Trustee a notice in writing at least five
business days and not more than ten business days prior to
such Redemption Date of (a) the name of the Reference
Treasury Dealer, (b) the Redemption Date, and (c) the third
business day preceding the Redemption Date.
"Reference Treasury Dealer" means Xxxxxxx, Xxxxx
& Co. and its successors; provided, however, that if
Xxxxxxx, Sachs & Co. shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
The Company shall deliver to the Trustee the
Officer's Certificate referred to above setting forth the
Company's calculation of the Redemption Price applicable to
any such redemption promptly after the calculation thereof
but, in any event, prior to the Redemption Date of any such
bonds of the Thirty-Eighth Series. Except with respect to
the obligations of the Trustee expressly set forth in the
foregoing definition of "Reference Treasury Dealer
Quotation," the Trustee shall be under no duty to inquire
into, may presume the correctness of, and shall be fully
protected in acting upon the Company's calculation of any
Redemption Price of the bonds of the Thirty-Eighth Series.
If the registered holder of Senior Notes elects to
have any portion of such Senior Notes repaid on August 3,
2009 pursuant to the terms of such Senior Notes, an equal
principal amount of the bonds of the Thirty-Eighth Series
shall be repaid by the Company to the holder thereof on
such date at 95.5% of such principal amount, together with
accrued interest to August 3, 2009.
Failure by the Company to repay the bonds of the
Thirty-Eighth Series when required as described in the
preceding paragraph will result in an Event of Default
under the Mortgage.
The bonds of this series are issuable as
registered bonds without coupons in denominations of $1,000
and authorized multiples thereof. In the manner and upon
payment of the charges prescribed in the Mortgage,
registered bonds without coupons of this series may be
exchanged for a like aggregate principal amount of
registered bonds without coupons of other authorized
denominations of the same series, upon presentation and
surrender thereof, for cancellation, to the Trustee at its
principal corporate trust office in the Borough of
Manhattan, The City of New York, New York.
No recourse shall be had for the payment of the
principal of, premium, if any, or interest on this bond
against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, office or
director of the Company or of any predecessor or successor
corporation, 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 otherwise, all such liability of
incorporators, subscribers, stockholders, officers and
directors being released by the holder or owner hereof by
the acceptance of this bond and being likewise waived and
released by the terms of the Mortgage.
Pursuant to the Mortgage, the holder or owner of
this bond by his acceptance hereof is deemed to have agreed
to amendments to the Mortgage which will eventually permit
certain amendments to the Mortgage with the consent of the
holders of 66% of the principal amount of the outstanding
bonds of all series issued under the Mortgage, which
redefine, effective at such time as all bonds of each
series of bonds issued under the Mortgage prior to January
1, 1977 are no longer outstanding, the amounts required to
be spent by the Company under the Mortgage for the repair,
maintenance, renewal and replacement of its property and
which authorize the Company, effective at such time as all
bonds of each series issued under the Mortgage on or prior
to May 31, 1986 are no longer outstanding, to designate
bonds of any series as the bonds to be redeemed pursuant to
Section 36B of the Mortgage and to do so at any time that
cash for such purpose is on deposit with Trustee pursuant
to the provisions of that Section.
[END OF FORM OF BOND]
and
WHEREAS, all things necessary to make the bonds of the
Thirty-Eighth Series, when authenticated by the Trustee and
issued as in the Indenture provided, the valid, binding and
legal obligations of the Company, entitled in all respects
to the security of the Indenture, have been done and
performed, and the creation, execution and delivery of this
Supplemental Indenture has in all respects been duly
authorized; and
WHEREAS, the Company and the Trustee deem it
advisable to enter into this Supplemental Indenture for the
purposes above stated and for the purpose of describing the
bonds of the Thirty-Eighth Series, and of providing the
terms and conditions of redemption thereof;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH: That Southern Indiana Gas and Electric
Company, in consideration of the premises and of one dollar
to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is
hereby acknowledged, and of the purchase and acceptance of
the bonds issued or to be issued hereunder by the holders
or registered owners thereof, and in order to secure the
payment of the principal, premium, if any, and interest of
all bonds at any time issued and outstanding under the
Indenture, according to their tenor and effect, and the
performance of all of the provisions hereof and of said
bonds, hath granted, bargained, sold, released, conveyed,
assigned, transferred, pledged, set over and confirmed and
by these presents doth grant, bargain, sell, release,
convey, assign, transfer, pledge, set over and confirm unto
Bankers Trust Company, as Trustee, and to its successor or
successors in said trust, and to its and their assigns
forever, all the properties of the Company located in the
State of Indiana described in Schedule A (which is
identified by the signature of an officer of each party
hereto at the end thereof) hereto annexed and hereby made a
part hereof and does hereby confirm that the Company will
not cause or consent to a partition, either voluntary or
through legal proceedings, of property, whether herein
described or heretofore or hereafter acquired, in which its
ownership shall be as a tenant in common, except as
permitted by and in conformity with the provisions of the
Indenture and particularly of Article X thereof.
TOGETHER WITH all and singular the tenements,
hereditaments and appurtenances belonging or in any wise
appertaining to the aforesaid property or any party
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Article X of
the Indenture), the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right title interest and claim whatsoever, at law
as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
TO HAVE AND TO HOLD all such properties, real,
personal and mixed, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the
Trustee and its successors and assigns forever.
IN TRUST, NEVERTHELESS, upon the terms and trusts
of the Indenture, for those who shall hold the bonds and
coupons issued and to be issued thereunder, or any of them,
without preference, priority or distinction as to lien of
any of said bonds and coupons over any others thereof by
reason of priority in the time of the issue or negotiation
thereof, or otherwise howsoever, subject, however, to the
provisions in reference to extended, transferred or pledged
coupons and claims for interest set forth in the Indenture
(and subject to any sinking funds that may be created for
the benefit of any particular series).
PROVIDED, HOWEVER, and these presents are upon
the condition that, if the Company, its successors or
assigns, shall pay or cause to be paid, the principal of,
premium, if any, and interest on said bonds, at the times
and in the manner stipulated therein and herein, and shall
keep, perform and observe all and singular the covenants
and promises in said bonds and in the Indenture expressed
to be kept, performed and observed by or on the part of the
Company, then this Supplemental Indenture and the estate
and rights hereby granted shall cease, determine and be
void, otherwise to be and remain in full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED, by
the Company, that all such bonds and coupons are to be
issued, authenticated and delivered, and that all property
subject or to become subject hereto is to be held, subject
to the further covenants, conditions, uses and trusts in
the Indenture set forth, and the Company, for itself and
its successors and assigns, does hereby covenant and agree
to and with the Trustee and its successor or successors in
such trust, for the benefit of those who shall hold said
bonds and interest coupons, or any of them, as follows:
SECTION 1. Bonds of the Thirty-Eighth Series
shall mature on the date set forth in the form of bond
relating thereto hereinbefore set forth, shall bear
interest at the rate per annum set forth in the title
thereof, payable semi-annually, on February 1 and August 1
in each year, and all bonds of said series shall be
designated as hereinbefore in the fourth Whereas clause set
forth. Principal of, premium, if any, and interest on said
bonds shall be payable in any coin or currency of the
United States of America which at the time of payment is
legal tender for the payment of public and private debts,
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York. Definitive
bonds of said series may be issued, originally or
otherwise, only as registered bonds without coupons; and
they and the Trustee's certificate of authentication shall
be substantially in the forms hereinbefore recited,
respectively. Definitive registered bonds of the Thirty-
Eighth Series may be issued in the denomination of $1,000
and in such other denominations (in multiples of $1,000) as
the Board of Directors of the Company shall approve, and
execution and delivery to the Trustee for authentication
shall be conclusive evidence of such approval. In the
manner and upon payment of the charges prescribed in the
Indenture, registered bonds without coupons of said series
may be exchanged for a like aggregate principal amount of
registered bonds without coupons of other authorized
denominations of the same series, upon presentation and
surrender thereof for cancellation to the Trustee at its
principal corporate trust office in the Borough of
Manhattan, The City of New York, New York. However,
notwithstanding the provisions of Section 12 of the
Indenture, no charge shall be made upon any transfer or
exchange of bonds of said series other than for any tax or
taxes or other governmental charge required to be paid by
the Company. The form of the temporary bonds of said
series shall be in substantially the form of the form of
registered bond hereinbefore recited with such appropriate
changes therein as are required on account of the temporary
nature thereof. Said temporary bonds of said series shall
be in registered form without coupons and shall be
exchangeable for definitive bonds of said series when
prepared.
The person in whose name any registered (without
coupons) bond of the Thirty-Eighth Series is registered at
the close of business on any record date (as hereinbelow
defined) with respect to any interest payment date shall be
entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such
registered bond upon any transfer or exchange thereof
subsequent to the record date and prior to such interest
payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall
be paid to the person in whose name such bond is registered
either at the close of business on the day preceding the
date of payment of such defaulted interest or on a
subsequent record date for such payment if one shall have
been established as hereinafter provided. A subsequent
record date may be established by or on behalf of the
Company by notice mailed to the holders of bonds not less
than ten days preceding such record date, which record date
shall be not more than thirty days prior to the subsequent
interest payment date. The term "record date" as used in
this Section with respect to any regular interest payment
date shall mean the January 15 or July 15, as the case may
be, next preceding such interest payment date, or, if such
January 15 or July 15 shall be a legal holiday or a day on
which banking institutions in the Borough of Manhattan, The
City of New York, New York, are authorized or obligated by
law to close, the next preceding day which shall not be a
legal holiday or day on which such institutions are so
authorized or obligated to close.
Except as provided in this Section, every
registered bond without coupons of the Thirty-Eighth Series
shall be dated and shall bear interest as provided in
Section 10 of the Indenture; provided, however, that so
long as there is no existing default in the payment of
interest on the bonds, the holder of any bond authenticated
by the Trustee between the record date for any interest
payment date and such interest payment date shall not be
entitled to the payment of the interest due on such
interest payment date and shall have no claim against the
Company with respect thereto; and provided, further, that,
if and to the extent the Company shall default in the
payment of the interest due on such interest payment date,
then any such bond shall bear interest from the February 1
or August 1, as the case may be, next preceding the date of
such bond, to which interest has been paid or, if the
Company shall be in default with respect to the interest
due on February 1, 2000, then from July 26, 1999.
The Company may redeem the bonds of the Thirty-
Eighth Series, in whole or in part, at any time, upon
notice as provided in the Indenture (not less than 30 nor
more than 60 days prior to a date fixed for redemption (the
"Redemption Date")) at a redemption price equal to the
greater of (1) 100% of principal or (2) the sum of the
remaining scheduled payments of principal and interest on
the bonds of the Thirty-Eighth Series, discounted to the
Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury
Yield plus ten basis points (.10%), plus in each case
accrued interest to the Redemption Date (the "Redemption
Price"), such Redemption Price to be set forth in an
Officer's Certificate delivered to the Trustee on or before
the Redemption Date and upon which the Trustee may
conclusively rely.
The following terms shall have the following
meanings:
"Treasury Yield" means, with respect to any
Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United
States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the
remaining term of the bonds of the Thirty-Eighth Series
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of the Thirty-
Eighth Series.
"Independent Investment Banker" means Xxxxxxx,
Sachs & Co. or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent
investment banking institution of national standing
selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect
to any Redemption Date, the Reference Treasury Dealer
Quotation for such Redemption Date.
"Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury Dealer and any Redemption
Date, the average of the bid and asked prices for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such Redemption Date. The Company
shall furnish the Trustee a notice in writing at least five
business days and not more than ten business days prior to
such Redemption Date of (a) the name of the Reference
Treasury Dealer, (b) the Redemption Date, and (c) the third
business day preceding the Redemption Date.
"Reference Treasury Dealer" means Xxxxxxx, Xxxxx
& Co. and its successors; provided, however, that if
Xxxxxxx, Sachs & Co. shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
The Company shall deliver to the Trustee the
Officer's Certificate referred to above setting forth the
Company's calculation of the Redemption Price applicable to
any such redemption promptly after the calculation thereof
but, in any event, prior to the Redemption Date of any such
bonds of the Thirty-Eighth Series. Except with respect to
the obligations of the Trustee expressly set forth in the
foregoing definition of "Reference Treasury Dealer
Quotation," the Trustee shall be under no duty to inquire
into, may presume the correctness of, and shall be fully
protected in acting upon the Company's calculation of any
Redemption Price of the bonds of the Thirty-Eighth Series.
The bonds of the Thirty-Eighth Series may be
repaid on August 3, 2009, at the option of the registered
holders of the bonds of the Thirty-Eighth Series, at 95.5%
of their principal amount, together with accrued interest
to August 3, 2009. In order for a holder to
exercise this option, the Company must receive at its
office or agency in New York, New York, during the period
beginning on June 3, 2009 and ending at 5:00 p.m. (New York
City time) on July 3, 2009 (or, if July 3, 2009 is not a
Business Day, the next succeeding Business Day), the bonds
of the Thirty-Eighth Series with the form titled "Option to
Elect Repayment on August 3, 2009" on the reverse of the
bonds of the Thirty-Eighth Series duly completed. Any such
notice received by the Company during the period beginning
on June 3, 2009 and ending at 5:00 p.m. (New York City
time) on July 3, 2009 shall be irrevocable. The repayment
option may be exercised by the holder of a bonds of the
Thirty-Eighth Series for less than the entire principal
amount of the bonds of the Thirty-Eighth Series held by
such holder, so long as the principal amount that is to be
repaid is equal to $1,000 or an integral multiple of
$1,000. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of
any bonds of the Thirty-Eighth Series for repayment will be
determined by the Company, whose determination will be
final and binding.
Failure by the Company to repay the bonds of the
Thirty-Eighth Series when required as described in the
preceding paragraph will result in an Event of Default
under the Indenture.
As long as the bonds of the Thirty-Eighth Series are
represented by a Global Security, the Depositary's nominee
will be the registered holder of the bonds of the Thirty-
Eighth Series and therefore it will be the only entity that
can exercise the right to repayment.
SECTION 2. The Company's obligation to make
payments with respect to the principal of, and/or premium,
if any, and/or interest on, the bonds of the Thirty-Eighth
Series shall be fully or partially satisfied and discharged
to the extent that, at the time any such payment shall be
due, the corresponding amount then due of principal of,
and/or premium, if any, and/or interest then due on, the
senior notes (the "Senior Notes") issued pursuant to the
Indenture (For Senior Notes) dated as of July 1, 1999,
between the Company and Bankers Trust Company, the Senior
Note Trustee (the "Senior Note Indenture") shall have been
fully or partially paid (other than by the application of
the proceeds of a payment in respect of such bonds of the
Thirty-Eighth Series), as the case may be, or there shall
have been deposited with the Senior Note Trustee pursuant
to the Senior Note Indenture trust funds sufficient under
such indenture to fully or partially pay, as the case may
be, the corresponding amount then due of principal of,
and/or premium, if any, and/or interest on, the Senior
Notes (other than by the application of the proceeds of a
payment in respect of such bonds of the Thirty-Eighth
Series).
Upon payment of the principal of, and premium if
any, and interest due on the Senior Notes, whether at
maturity or prior to maturity by acceleration, redemption,
repayment at the option of a registered holder of Senior
Notes or otherwise, or upon provision for the payment
thereof having been made in accordance with the Senior Note
Indenture (other than by the application of the proceeds of
a payment in respect of such bonds of the Thirty-Eighth
Series), bonds of the Thirty-Eighth Series in a principal
amount equal to the principal amount of Senior Notes so
paid or for which such provision for payment has been made
shall be deemed fully paid, satisfied and discharged and
the obligations of the Company thereunder shall be
terminated and such bonds of the Thirty-Eighth Series shall
be surrendered to and cancelled by the Trustee. From and
after the Release Date (as defined in the Senior Note
Indenture), the bonds of the Thirty-Eighth Series shall be
deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated.
On the Release Date, the bonds of the Thirty-Eighth Series
shall be surrendered to and cancelled by the Trustee.
If the registered holder of Senior Notes elects
to have any portion of such Senior Notes repaid on August
3, 2009 pursuant to the terms of such Senior Notes, an
equal principal amount of the bonds of the Thirty-Eighth
Series shall be repaid by the Company to the holder thereof
on such date at 95.5% of such principal amount, together
with accrued interest to August 3, 2009.
SECTION 3. The Company covenants that the
provisions of Section 36A of the Indenture and of Section
1.02 of the Supplemental Indenture dated as of July 1,
1948, which are to remain in effect so long as any bonds of
the series referred to in said Section shall be outstanding
under the Indenture, shall remain in full force and effect
so long as any bonds of the Thirty-Eighth Series shall be
outstanding under the Indenture.
SECTION 4. Except as herein otherwise expressly
provided, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the
Trustee by reason of this Supplemental Indenture, other
than as set forth in the Mortgage. The Trustee shall not
be responsible for the recitals herein or in the bonds
(except the Trustee's certificate of authentication), all
of which are made by the Company solely. Without limiting
the generality of the foregoing, the Trustee shall have no
responsibility for, and shall incur no liability with
respect to, the form or substance of the Certificates or
the form or substance of any agreement under which any
banking or other financial institution receives the Deposit
or makes the Payments nor shall the Trustee have any
responsibility, or incur any liability, with respect to the
performance of such banking or other financial institution
under any such agreement.
SECTION 5. As supplemented and amended by this
Supplemental Indenture, the Mortgage is in all respects
ratified and confirmed, and the Mortgage and this
Supplemental Indenture shall be read, taken and construed
as one and the same instrument.
SECTION 6. This Supplemental Indenture may be
executed in several counterparts and all such counterparts
executed and delivered, each as an original, shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY, party of the first part hereto, and
BANKERS TRUST COMPANY, party of the second part hereto,
have caused these presents to be executed in their
respective names by their respective Chairmen of the Board
or Presidents or one of their Vice Presidents or Assistant
Vice Presidents and their respective seals to be hereunto
affixed and attested by their respective Secretaries or one
of their Assistant Secretaries, all as of the day and year
first above written.
(SEAL) SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY,
By:/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Secretary/Treasurer
Attest:
/s/ Xxxxx X. Tiemann_________
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
(SEAL) BANKERS TRUST COMPANY,
By:/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice
President
Attest:
/s/ Marc Parilla__________
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
STATE OF INDIANA )
) ss.:
COUNTY OF VANDERBURGH )
On this 26 day of July, 1999, before me, the
undersigned, a notary public in and for the county and
state aforesaid, personally came Xxxxxxx X. Xxxxx, to me
known, who being by me duly sworn, did depose and say that
he resides at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx;
that he is Secretary/Treasurer of SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows the
seal of the said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation and
that he signed his name thereto by like order; and the said
Xxxxx X. Xxxxxxx, Assistant Secretary acknowledged the
execution of the foregoing instrument on behalf of the said
corporation as the voluntary act and deed of the said
corporation for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand
and seal the day and year first above written.
(SEAL) /s/ Xxxxx X. Welden__________
Notary Public
My Commission Expires November 29, 2000
My County of Residence is Vanderburgh
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 26 day of July, 1999, before me, the undersigned,
a notary public in and for the county and state aforesaid,
personally came Xxxxxxx Xxxxxxx, to me known, who being by
me duly sworn, did depose and say that he resides at 000 X.
00 Xxxxxx, Xxx Xxxx, XX; that he is an Assistant Vice
President of BANKERS TRUST COMPANY, one of the corporations
described in and which executed the foregoing instrument;
that he knows the seal of the said corporation; that the
seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors
of said corporation and that he signed his name thereto by
like order; and the said Assistant Vice President
acknowledged the execution of the foregoing instrument on
behalf of the said corporation as the voluntary act and
deed of the said corporation for the uses and purposes
therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand
and seal the day and year first above written.
(SEAL) /s/ Xxxxx Xxxxxxx
Notary Public
My Commission Expires November 9, 2000
My County of Residence is Kings County
A-1
SCHEDULE A
Detailed Description of Additional Properties
The following list outlines equipment and properties
pledged as collateral and placed in service between 1993
and 1996:
* Xxxxxx Generating Station Units 2 & 3 Scrubber
Project;
* Xxxxx Unit 1 Turbine Blades
* Broadway Gas Turbine Overhaul
* Z-98 Transmission Line Phase 3 Construction
* GE Plastics Substation Purchase (Transmission)
* Point Substation Addition (Transmission)
* System Power Control Center Upgrades
* Deaconess Hospital Substation Upgrades (Distribution)
* Toyota Substation (Distribution)
* Xxxxxx - Copperline Gas Main Installations
* CNG Fueling Station
* Xxxxxx Operation Center Phase 5 Construction and
Improvements
Signed for identification
/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Secretary/Treasurer
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
BANKERS TRUST COMPANY
