EXHIBIT A
PROMISSORY NOTE
FOR LONG-TERM LOANS
$37,500,000
September 1, 2003
FOR VALUE RECEIVED, Indiana Gas Company, Inc., an Indiana
corporation
and an Ohio corporation ("Borrower") hereby
promises to pay to VECTREN UTILITY
HOLDINGS, INC., an Indiana corporation
("Lender"), in same day funds at its
principal offices in Evansville, Indiana,
or at such other place Lender may from
time to time designate, the principal sum
of Thirty-seven Million, Five Hundred
Thousand Dollars ($37,500,000), together
with interest thereon from the date
hereof until paid in full, all without
relief from valuation or appraisement
laws. Interest shall be charged on the
unpaid outstanding balance of this Note
at a rate per annum equal to the rate paid
and to be paid by Lender with respect
to the borrowings it made in order to
provide funds to Borrower hereunder.
Interest on borrowings shall be due and
payable in immediately available funds
on the same business day on which Lender
must pay interest on the borrowings it
made in order to provide funds to the
Borrower hereunder. The principal hereof
shall be due and payable hereunder at such
times and in such amounts and in such
installments hereunder as Lender must pay
with respect to the borrowings it made
in order to provide funds to Borrower
hereunder. Lender has provided Borrower
with a copy of the documentation evidencing
the borrowings made by Lender in
order to provide funds to Borrower
hereunder. Borrower's share under this Note
of the Lender borrowings represents 37.5%
of the underlying 5.75% VUHI Senior
Notes due August 1, 2018 and net proceeds
approximate $37.1 million. In the
absence of manifest error, such
documentation and the records maintained by
Lender of the amount and term, if any, of
borrowings hereunder shall be deemed
conclusive.
The terms and conditions of the borrowings made by Lender in order
to
provide funds to Borrower hereunder, such
documentation of which is attached
hereto, are hereby incorporated by
reference and made a part hereof; provided,
however, that the principal sum under this
Note shall be in such amount as set
forth in this Note. In the event of any
conflict or inconsistency between the
terms of this Note and the terms of the
borrowings made by Lender in order to
provide funds to Borrower hereunder, the
terms of this Note shall govern.
Presentment, notice of dishonor and demand, protest and diligence
and
collection and bringing suit are hereby
severally waived by Borrower and each
endorser hereby consents that the time for
payment of this Note or any
installment hereunder may be extended from
time to time without notice by
Lender. No waiver of any default or failure
or delay to exercise any right or
remedy by Lender shall operate as a waiver
of any other default or of the same
default in the future or as a waiver of any
right or remedy with respect to the
same or any other occurrence. No single or
partial exercise by Lender of any
right or remedy shall preclude other or
further exercises thereof or of any
other right or remedy.
This Note inures to the benefit of Lender and binds Borrower
and
Lender's and Borrower's respective
successors and assigns, and the terms
"Lender" and Borrower" whenev
