UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated October 13, 2006Underwriting Agreement • October 16th, 2006 • Vectren Utility Holdings Inc • Gas & other services combined • New York
Vectren Utility Holdings, Inc., an Indiana corporation (the “Company”), proposes to issue and sell an aggregate principal amount of senior debt securities not to exceed $100,000,000 (the “Debt Securities”), from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale. The Debt Securities will be issued in one or more series as senior indebtedness under an indenture, dated as of October 19, 2001 (as modified, supplemented or amended from time to time, the “Indenture”), among the Company, as issuer, the Initial Guarantors (as defined below), as guarantors, and U.S. Bank Trust National Association, as trustee (the “Trustee”), and, subject to the terms of the Indenture, will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest (the “Guarantees”, and together with the Debt Securities, the “Securities”) by Indiana Gas Company, Inc., an Indiana and Ohio corporation, Southern Indiana Gas and Electric Compa
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
VECTREN UTILITY HOLDINGS, INC. (an Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities TERMS AGREEMENTTerms Agreement • October 16th, 2006 • 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 $100,000,000 aggregate principal amount of 5.95% Insured Quarterly Notes due 2036 (the “2036 Notes”). Subject to the terms of the Indenture, the 2036 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 us, the entire principal amount of the 2036 Notes at the purchase price set forth below.
FIFTH SUPPLEMENTAL INDENTURE among 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 Dated October 18, 2006Supplemental Indenture • October 16th, 2006 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
FIFTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2006 (the “Fifth Supplemental Indenture”), among Vectren Utility Holdings, Inc., an Indiana corporation (the “Company”), Indiana Gas Company, Inc., an Indiana corporation and an Ohio 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 Indiana Gas and SIGECO, the “Initial Guarantors”) and U.S. Bank National Association (the “Trustee”).
