Supplemental Indenture Relating to the First Mortgage Bonds Series 2007 due 2041 Dated as of December 1, 2007
Exhibit
4.3
____________________________________________________________________________________________________________
Southern
Indiana Gas and Electric Company
d/b/a
Vectren Energy Delivery of Indiana, Inc.
with
Deutsche
Bank Trust Company Americas,
as
Trustee
_______________
Supplemental
Indenture
Relating
to the
First
Mortgage Bonds
Series
2007 due 2041
Dated
as of December 1, 2007
____________________________________________________________________________________________________________
Prepared
by and upon
recordation
return to:
Xxxxxxx
X. Xxxxx
Xxxxxxx
and Xxxxxx LLP
000
Xxxx Xxxxxx Xxxxxx
Chicago,
Illinois 60603
2338615_01_06.doc
2131613
•
WML •
2/14/08
Supplemental
Indenture, dated as of December 1, 2007 (this “Supplemental
Indenture”), between Southern Indiana Gas and Electric Company d/b/a
Vectren Energy Delivery of Indiana, Inc., 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.
Whereas,
the Company heretofore executed and delivered to Deutsche Bank Trust Company
Americas, formerly known as 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, June 1, 1993, July 1, 1999,
March 1, 2000, August 1, 2004, October 1, 2004, April 1,
2005 and March 1, 2006, 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,
Section 108 of 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; and
Whereas,
the Company has entered into a Loan Agreement dated as of December 1, 2007
(the “Loan Agreement” or “Agreement”), with Xxxxxxx County,
Indiana (the “Issuer”), pursuant to which the Issuer issued $17,000,000
aggregate principal amount of its Environmental Improvement Revenue Bonds,
Series 2007 (Southern Indiana Gas and Electric Company Projects) (the
“Issuer Bonds”) pursuant to and in accordance with the terms of an
Indenture of Trust dated as of December 1, 2007 (the “Issuer
Indenture”), between the Issuer and The Bank of New York Trust Company,
N.A., as trustee (the “Issuer Trustee”), in order to provide funds to
loan to the Company for the purpose of (i) financing a portion of the costs
of acquisition, construction, installation and equipping of certain solid waste
disposal facilities (collectively, the “Projects”) described in
Exhibit A to the Agreement; (ii) paying a portion of the
interest accruing on the Issuer Bonds during construction of the Projects and
(iii) paying certain costs of issuance relating to the Issuer Bonds;
and
Whereas,
the Company has determined that it would be in its best interests to cause
a
bond insurance policy with respect to the Issuer Bonds to be issued by the
bond
insurer named in the Issuer Indenture to insure the payment of principal and
interest on the Issuer Bonds when due and in connection therewith secure the
Company’s obligations relating to the Issuer Bonds under the Loan Agreement with
the Company’s first mortgage bonds; and
Whereas,
the Company by appropriate company action in conformity with the terms of the
Indenture has duly determined to create a new series of bonds which shall be
issued under the Indenture in an aggregate principal amount of $17,000,000
and
be designated as “First Mortgage Bonds, Series 2007 due 2041” (hereinafter
sometimes referred to as “Bonds of the Forty-fourth Series”), the bonds
of which series are to bear interest at the rate from time to time borne by
the
Issuer Bonds and are subject to certain optional and mandatory redemption rights
and obligations set forth herein; and
Whereas,
all things necessary to make the Bonds of the Forty-fourth 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 Forty-fourth Series and of providing the terms and conditions
of
redemption thereof;
Now,
Therefore, This Supplemental Indenture Witnesseth: That Southern
Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of Indiana,
Inc.,
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 Deutsche Bank Trust Company Americas, formerly known
as Bankers Trust Company, as Trustee, and to its successor or successors in
said
trust, and to its and their assigns forever, all the properties, real, personal
and mixed, tangible and intangible of the character described in the granting
clauses of the aforesaid Indenture of Mortgage and Deed of Trust dated as of
April 1, 1932 or in any indenture supplemental thereto acquired by the
Company on or after the date of the execution and delivery of said Indenture
of
Mortgage and Deed of Trust (except any in said Indenture of Mortgage and Deed
of
Trust or in any indenture supplemental thereto expressly excepted) 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.
-2-
Together
with all and singular the tenements, hereditaments and appurtenances belonging
or in any wise appertaining to the aforesaid property or any part 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:
Part I
Form
of Bonds of the Forty-fourth Series
The
form
of the definitive registered bond without coupons of the Bonds of the
Forty-fourth Series and the Trustee’s certificate of authentication to be borne
by such bonds are to be substantially in the following forms,
respectively:
-3-
“[form
of
fully registered Bond of the Forty-fourth Series]
[form
of
face of bond]
Southern
Indiana Gas and Electric Company
First
Mortgage Bond, Series 2007 Due 2041
No. ______
$17,000,000
Southern
Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of Indiana,
Inc.,
a corporation of the State of Indiana (hereinafter called the
“Company”), for value received, hereby promises to pay to
______________________________________ or registered assigns Seventeen Million
dollars, on January 1, 2041 at the office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y., 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 at the same rate or rates of interest as the
Environmental Improvement Revenue Bonds, Series 2007 (Southern Indiana Gas
and
Electric Company Projects) (the “Issuer Bonds”) due January 1,
2041 and issued by the Xxxxxxx County, Indiana (the “Issuer”), under
the Indenture of Trust dated as of December 1, 2007 (the “Issuer
Indenture”), between the Issuer and The Bank of New York Trust
Company, N.A., as trustee (the “Issuer Trustee”) (as determined in
accordance with the Issuer Indenture); provided, however, that in no
event shall the rate of interest borne by the bonds of this series exceed 15%
per annum. Such interest, in like coin or currency, payable at said
office or agency on the same dates as interest on the Issuer Bonds, or if this
bond shall be duly called for redemption, until the redemption date, or if
the
Company shall default in the payment of the principal hereof, until the
Company’s obligation to pay principal shall be discharged as provided in the
hereinafter defined Mortgage, is paid until the principal sum is paid in full
discharge under the Mortgage.
The
Company has agreed to pay the principal of, premium, if any, and interest on
the
Issuer Bonds pursuant to a Loan Agreement dated as December 1, 2007 (the
“Agreement”) between the Company and the Issuer. Pursuant to
the Granting Clauses of the Issuer Indenture, this bond is issued to the Issuer
Trustee to secure any and all obligations of the Company under the Agreement
with respect to payment of the Issuer Bonds. Payment of principal of,
premium, if any, or interest on, the Issuer Bonds shall constitute payments
on
this bond as further provided herein and in the Issuer Indenture, pursuant
to
which this bond has been authorized.
-4-
Upon
any
payment of the principal of, premium, if any, and interest on, all or any
portion of the Issuer Bonds, whether at maturity or otherwise or upon provision
for the payment thereof having been made in accordance with Section 8.01 of
the Issuer Indenture, a principal amount of this bond equal to the principal
amount of such Issuer Bonds shall, to the extent of such payment of principal,
premium, if any, and interest, be deemed paid and the obligation of the Company
thereunder to make such payment shall be discharged to such extent and, in
the
case of the payment of principal, such bonds shall be surrendered to the Trustee
for cancellation as provided in Section 8.02 of the Issuer
Indenture. The Trustee (as hereinafter defined) may at any time and
all times conclusively assume that the obligation of the Company to make
payments under the Agreement with respect to the principal of, premium, if
any,
and interest on, the Issuer Bonds, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the foregoing
sentence unless and until the Trustee shall have received a written notice
from
the Issuer Trustee signed by one of its officers stating (i) that timely
payment of principal of, or interest on, the Issuer Bonds has not been made,
(ii) that the Company is in arrears as to the payments required to be made
by it to the Issuer Trustee pursuant to the Agreement, and (iii) the amount
of the arrearage.
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 Deutsche Bank Trust Company Americas, the
Trustee under the Mortgage, or its successor thereunder, shall have signed
the
form of certificate endorsed hereon.
-5-
In
Witness Whereof, Southern Indiana Gas and Electric Company d/b/a Vectren Energy
Delivery of Indiana, Inc. 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 d/b/a
Vectren
Energy Delivery of Indiana, Inc.
|
|
|
By:
__________________________________________
__________________________________________
|
|
|
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.
|
|
Deutsche
Bank Trust
Company Americas, by
Deutsche Bank National Trust
Company, as Trustee
|
|
|
By:
_________________________________
|
Authorized Officer
-6-
[form
of
reverse of bond]
Southern
Indiana Gas and Electric Company
First
Mortgage Bond, Series 2007 Due 2041
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 Deutsche Bank Trust
Company Americas, formerly known as Bankers Trust Company, as Trustee (the
“Trustee”), as amended and supplemented by indentures supplemental
thereto (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
bonds
of this series are issued and to be issued in order to evidence and secure
a
loan made by the Issuer to the Company pursuant to the Agreement. In
order to provide moneys to fund such loan, the Issuer has issued the Issuer
Bonds under and pursuant to the Issuer Indenture. Payments made by
the Company of principal, premium, if any, and interest on the bonds of this
series are intended to be sufficient to permit payments of principal, premium,
if any, and interest to be made on the Issuer Bonds. Upon certain
terms and conditions, moneys held under and pursuant to the Issuer Indenture,
including moneys so held from the proceeds of the sale of the Issuer Bonds
or
earnings on the investment of such proceeds, or redemption of the Issuer Bonds
shall be credited to or used for the payment of the bonds of this series and
to
the extent so credited or used shall satisfy a like amount otherwise due
hereunder.
The
bonds
of this series are subject to optional and mandatory redemption, in whole or
in
part, as the case may be, on each date that Issuer Bonds are to be
redeemed. The principal amount of the bonds of this series to be
redeemed on any such date shall be equal to the principal amount of Issuer
Bonds
called for redemption on that date. All redemptions of bonds of this
series shall be at the redemption prices that correspond to the redemption
prices for the Issuer Bonds.
-7-
If
and
whenever the Trustee or the Company is notified that an event of default has
occurred and is continuing under Section 9.01(e) of the Issuer Indenture,
and provided that the principal of all Issuer Bonds then outstanding
and the interest thereon shall have been declared immediately due and payable,
then not later than two business days following the occurrence of the foregoing
events, the Company shall, upon not less than 30 days’ and not more than 45
days’ prior written notice given in the manner provided in the Mortgage, call
for redemption on a redemption date selected by it not later than 45 days
following the date of such notice, all of the bonds of this series then
outstanding, and shall on such redemption date redeem the same at a price equal
to 100% of the principal amount thereof together with accrued interest thereon
to the redemption date, except that such requirement or redemption shall be
deemed to be waived if, prior to the date fixed for such redemption of the
bonds
of this series, such event of default is waived or cured.
In
case a
completed default, as defined in the Mortgage, shall occur, the principal of
this bond and all other bonds of the Company at any such time outstanding under
the Mortgage may be declared or may become due and payable, upon the conditions
and in the manner and with the effect provided in the Mortgage. The
Mortgage provides that such declaration may in certain events be waived by
the
holders of a majority in principal amount of the bonds entitled to vote then
outstanding.
This
bond, subject to the limitations with regard thereto contained in the Issuer
Indenture, is transferable as prescribed in the Mortgage by the registered
owner
hereof in person, or by his duly authorized attorney, at the office or agency
of
the Company in the Borough of Manhattan, The City of New York, N.Y., upon
surrender and cancellation of this bond, and thereupon, a new fully registered
bond of the same series for a like principal amount will be issued to the
transferee in exchange thereof as provided in the Mortgage, and upon payment,
if
the Company shall require it, of the charges therein prescribed. The
Company and the Trustee may deem and treat the person in whose name this bond
is
registered as the absolute owner for the purpose of receiving payment of or
on
account of the principal and interest due hereon and for all other
purposes.
As
provided in Section 8.02 of the Issuer Indenture, from and after the
Release Date (as defined in the Issuer Indenture), the obligations of the
Company with respect to this bond shall be deemed to be satisfied and
discharged, this bond shall cease to secure in any manner the
-8-
Company’s
obligations under the Agreement with respect to the payment of any Issuer Bonds
outstanding under the Issuer Indenture, and, pursuant to Section 8.02 of
the Issuer Indenture, the Issuer Trustee shall forthwith deliver this bond
to
the Trustee for cancellation.
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
fully 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, N.Y.
No
recourse shall be had for the payment of the principal of or interest on this
bond against any incorporator or any past, present or future subscriber to
the
capital stock, stockholder, officer 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.
[end
of
form of bond]”
-9-
Part II
Description
of Bonds of the Forty-fourth Series
Bonds
of
the Forty-fourth Series shall mature, subject to prior redemption, on the date
set forth in the form of bond relating hereto hereinbefore set forth, shall
bear
interest at the rate from time to time borne by the Issuer Bonds; provided,
however, that in no event shall the rate of interest borne by the Bonds of
the Forty-fourth Series exceed 15% per annum. Such interest, payable
on the same dates as interest on the Issuer Bonds, and all bonds of said series
shall be designated as hereinbefore in the fifth Whereas clause set
forth. Principal of, premium, if any, and interest on said bonds
shall be payable, to the extent specified in the form of bond hereinabove set
forth, 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, N.Y. 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 Forty-fourth 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 fully 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, N.Y. 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, registrable as to principal, and shall be
exchangeable for definitive bonds of said series when prepared.
The
person in whose name any registered bond without coupons of the Forty-fourth
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 30 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 Interest Payment Date (as defined in the Issuer
Indenture).
-10-
Except
as
provided in this Section, every registered bond without coupons of the
Forty-fourth 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 interest payment date to which interest has been
paid.
Upon
any
payment of the principal of, premium, if any, and interest on, all or any
portion of the Issuer Bonds, whether at maturity or otherwise or upon provision
for the payment thereof having been made in accordance with Section 8.01 of
the Issuer Indenture, the Bonds of the Forty-fourth Series in a principal amount
equal to the principal amount of such Issuer Bonds shall, to the extent of
such
payment of principal, premium, if any, and interest, be deemed paid and the
obligation of the Company thereunder to make such payment shall be discharged
to
such extent and, in the case of the payment of principal, such Bonds of the
Forty-fourth Series shall be surrendered to the Trustee for cancellation as
provided in and subject to the terms of Section 8.02 of the Issuer
Indenture. The Trustee may at any time and all times conclusively
assume that the obligation of the Company under the Agreement to make payments
with respect to the principal of, premium, if any, and interest on the Issuer
Bonds, so far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless and until
the
Trustee shall have received a written notice from the Issuer Trustee signed
by
one of its officers stating (i) that timely payment of principal of,
premium, if any, or interest on, the Issuer Bonds has not been made,
(ii) that the Company is in arrears as to the payments required to be made
by it to the Issuer Trustee pursuant to the Agreement, and (iii) the amount
of the arrearage.
Part III
Redemption
Provisions
Section 1.
The Bonds of the Forty-fourth Series shall be subject to redemption by
the
Company prior to maturity in the events and in the manner and at the redemption
prices set forth in the form of Bond contained in Part I hereof and not
otherwise.
Section 2.
In the manner provided by the provisions of Article IX of the
Indenture, notice of redemption shall be mailed not less than 30 days and not
more than 45 days prior to the date of redemption, to the registered owner
of the Bonds of the Forty-fourth Series, at the address thereof as the same
shall appear on the transfer register of the Company; provided,
however, that the owners of all of the Bonds of the Forty-fourth Series may
agree in writing with the Company to a shorter notice period with respect to
their respective series, and such agreement, if filed with the Trustee, shall
be
binding on the Company.
-11-
Part IV
Miscellaneous
Section 1.
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 Forty-fourth
Series shall be outstanding under the Indenture.
Section 2.
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.
Section 3.
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 4.
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.
-12-
In
Witness Whereof, Southern Indiana Gas and Electric Company d/b/a Vectren Energy
Delivery of Indiana, Inc., party of the first part hereto, and Deutsche Bank
Trust Company Americas, party of the second part hereto, have caused these
presents to be executed in their respective names by their respective 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 or Assistant Vice Presidents,
all as of the day and year first above written.
(Seal)
Southern
Indiana Gas and Electric
Company
d/b/a Vectren Energy Delivery
of
Indiana, Inc.
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By ___________________________
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Xxxxxx
X.
Xxxxxxx
Vice
President and
Treasurer
Attest:
__________________________________
Xxxxxx
X.
Xxxxxxx
Vice President, General Counsel and
Assistant
Secretary
(Seal)
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Deutsche Bank Trust Company Americas,
by
Deutsche Bank National Trust
Company
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By
_________________________________
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Xxxxx Xxxxxxx
Assistant Vice
President
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By_____________________________________
Xxxxx
Xxxxxxxxxxxx
Assistant Vice
President
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Attest:
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____________________________________
Xxxxxx
Xxxxxxx
Vice
President
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-13-
State
of
Indiana
)
)
SS
County
of
Vanderburgh
)
On
this
___ day of _____________, 2007, before me, the undersigned, a notary public
in
and for the county and state aforesaid, personally came Xxxxxx X. Xxxxxxx,
to me
known, who being by me duly sworn, did depose and say that he resides at 0000
Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000; that he is Vice President and
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
Xxxxxx X. Xxxxxxx 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.
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_______________________________________
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Notary Public
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(Seal)
State
of
New Jersey
)
)
SS
County
of
Union
)
On
this
___ day of __________, 2007, before me, the undersigned, a notary public in
and
for the county and state aforesaid, personally came Xxxxx Xxxxxxx, to me known,
who being by me duly sworn, did depose and say that he resides at
__________________________________ and personally came Xxxxx Xxxxxxxxxxxx,
to me
known, who being by me duly sworn, did depose and say that she resides at
__________________________________; that each is an Assistant Vice President
of
Deutsche Bank Trust Company Americas, one of the corporations described in
and
which executed the foregoing instrument; that each 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 each signed his or her name thereto by like order; and the said Xxxxx
Xxxxxxx and the said Xxxxx Xxxxxxxxxxxx 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.
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_______________________________________
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Notary Public
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(Seal)
My
Commission Expires: __________ ___, 20__
My
County
of Residence is:_________________________
_________________________
