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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:
William M.
Libit
Chapman and Cutler
LLP
111 West Monroe
Street
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 Warrick 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.
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:
“[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
Warrick 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.
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 c
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