UNDERWRITING AGREEMENT VECTREN UTILITY HOLDINGS, INC. (An Indiana corporation) AND THE GUARANTORS NAMED HEREIN Debt Securities Dated March 5, 2008Underwriting Agreement • March 6th, 2008 • 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 $125,000,000 (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
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.
SIXTH 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 March 10, 2008Supplemental Indenture • March 6th, 2008 • Vectren Utility Holdings Inc • Gas & other services combined • Indiana
SIXTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2008 (the “Sixth 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”).
