SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
WITH
BANKERS TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Series A 2000 due 2024
Dated as of March 1, 2000
SUPPLEMENTAL INDENTURE, dated as of March 1, 2000, between
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, a corporation organized and existing
under the laws of the State of Indiana (hereinafter called the "Company"), party
of the first part, and BANKERS TRUST COMPANY, a corporation organized and
existing under the laws of the State of New York, as Trustee under the Mortgage
hereinafter referred to, party of the second part.
WHEREAS, the Company heretofore executed and delivered to
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, and July 1, 1999, 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, 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, to establish the
terms and provisions of any series of bonds to be issued under said Mortgage and
to add to the covenants and agreements of the Company for the protection of the
holders of bonds and of the mortgaged and pledged property; and
WHEREAS, the Company has entered into a Loan Agreement dated
as of March 1, 2000 (the "Loan Agreement"), with the Indiana Development Finance
Authority (the "Authority") pursuant to which the Authority will issue
$22,500,000 aggregate principal amount of its Environmental Improvement
Refunding Revenue Bonds (Southern Indiana Gas and Electric Company Project)
Series 2000 (the "Authority Bonds") under the Indenture of Trust, dated as of
March 1, 2000 (the "Authority Indenture"), between the Authority and Fifth Third
Bank, Indiana, as trustee (the "Authority Trustee" ) in order to provide funds
to loan to the Company for the purpose of paying a portion of the cost of
refunding the City of Mount Xxxxxx, Indiana Adjustable Rate Pollution Control
Revenue Bonds, 1984 Series A (Southern Indiana Gas and Electric Company Project)
(the "Prior Bonds"). The Prior Bonds were issued to refund certain revenue bonds
which were issued to finance certain air and water pollution control and sewage
and solid waste disposal facilities for use by the Company, and pursuant to such
Loan Agreement the Company has agreed to issue a series of its bonds under the
Indenture in order to evidence and secure certain of its indebtedness under the
Loan Agreement; and
WHEREAS, the Company and the Trustee deem it necessary or
desirable to enter into this Supplemental Indenture for such purposes; and
WHEREAS, the Company by appropriate corporate action in
conformity with the terms of the Indenture has duly determined to create a
series of bonds which shall be issued under the Indenture in an aggregate
principal amount of $22,500,000 and be designated as "First Mortgage Bonds,
Series A 2000 due 2024" (hereinafter sometimes referred to as "Bonds of the
Thirty-ninth Series"), shall bear interest at the rate per annum set forth in,
shall be subject to certain redemption rights and obligations set forth in, and
will otherwise be in the form and have the terms and provisions provided for in
this Supplemental Indenture and set forth in the form of such bonds below; and
WHEREAS, the definitive registered bonds without coupons of
the Thirty-ninth 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 THIRTY-NINTH SERIES]
[FORM OF FACE OF BOND]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, SERIES A 2000
DUE 2024
No.__________ $22,500,000
Southern Indiana Gas and Electric Company, a corporation of
the State of Indiana (hereinafter called the "Company"), for value received,
hereby promises to pay to FIFTH THIRD BANK, INDIANA, as Authority Trustee (as
defined below), or registered assigns Twenty Two Million Five Hundred Thousand
Dollars, on March 1, 2024 at the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York, 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 from the Interest Payment Date (as defined herein) next
preceding the date of this bond unless the date hereof is prior to the first
Interest Payment Date for the Bonds of this series, in which case from March 2,
2000 (the date of original issuance of the Bonds of this series) (or, if this
bond is dated between the Record Date (as defined herein) for any Interest
Payment Date and such Interest Payment Date, then from such Interest Payment
Date), at the rate from time to time borne by the Environmental Improvement
Refunding Revenue Bonds (Southern Indiana Gas and Electric Company Project)
Series 2000 (the "Authority Bonds") issued by the Indiana Development Finance
Authority (the "Authority") under the Indenture of Trust, dated as of March 1,
2000 (the "Authority Indenture"), between the Authority and Fifth Third Bank,
Indiana, as trustee ( the "Authority Trustee"); provided, however, that in no
event shall the rate of interest borne by the Bonds of this series exceed 12%
per annum. Such interest, in like coin or currency, shall be payable at said
office or agency on each Interest Payment Date, until the Company's obligation
with respect to the payment of such principal shall have been discharged. The
interest so payable on any Interest Payment Date will, subject to certain
exceptions provided in the Mortgage hereinafter mentioned, be paid to the person
in whose name this bond is registered at the close of business on the Record
Date. As used herein, "Interest Payment Date" and "Record Date" shall mean an
Interest Payment Date and Record Date, respectively, as defined in the Authority
Bonds.
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 Bankers Trust
Company, the Trustee under the Mortgage, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, Southern Indiana Gas and Electric
Company 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
BY:
--------------------------
Name:
Title: President and
Chief Operating Officer
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.
BANKERS TRUST COMPANY,
as Trustee,
By:
----------------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, SERIES A 2000
DUE 2024
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 Bankers Trust Company, as Trustee (the "Trustee"), as amended and
supplemented by indentures supplemental thereto, including, without limitation,
a Supplemental Indenture dated as of March 1, 2000, to which Indenture as so
amended and supplemented (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 Authority to the Company
pursuant to a Loan Agreement dated as of March 1, 2000 between the Authority and
the Company (the "Loan Agreement"). In order to provide moneys to fund such
loan, the Authority has issued the Authority Bonds under and pursuant to the
Authority Indenture. Payments made by the Company of principal and interest on
the Bonds of this series are intended to be sufficient to permit payments of
principal and interest to be made on the Authority Bonds.
The bonds of the Thirty-ninth Series are not transferable
except (i) as required to effect an assignment to a successor trustee under the
Authority Indenture, or as otherwise provided in the Authority Indenture, or
(ii) in compliance with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the Company.
The Company's obligation to make payments with respect to
the principal of and/or interest on the bonds of the Thirty-ninth Series shall
be fully or partially satisfied and discharged to the extent that, at the time
any such payment shall be due, the corresponding amount then due of principal of
and/or interest on the Authority Bonds shall have been fully or partially paid
(other than by the application of the proceeds of a payment on respect of the
bonds on the Thirty-ninth Series), as the case may be, or there shall have been
deposited with the Authority Trustee pursuant to the Authority Indenture trust
funds sufficient under such indenture to fully or partially pay, as the case may
be, the corresponding amount then due of principal of and/or interest on the
Authority Bonds (other than by the application of the proceeds of a payment in
respect of the bonds of the Thirty-ninth Series).
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having been
made in accordance with the Authority Indenture (other than by the application
of the proceeds of a payment in respect of the bonds of the Thirty-ninth
Series), the bonds of the Thirty-ninth Series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision for
payment has been made shall be deemed fully paid, satisfied and discharged and
the obligations of the Company thereunder shall be terminated and such bonds of
the Thirty-ninth Series shall be surrendered to and canceled by the Trustee.
From and after the Release Date (as defined in the Authority Indenture), the
bonds of the Thirty-ninth Series shall be deemed fully paid, satisfied and
discharged and the obligation of the Company thereunder shall be terminated. On
the Release Date, the bonds of the Thirty-ninth Series shall be surrendered to
and canceled by the Trustee.
The Bonds of this series are subject to mandatory
redemption, in whole or in part, as the case may be, on each date that Authority
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 Authority
Bonds called for redemption on that date. All redemptions of Bonds of this
series shall be at 100% of the principal amount thereof, plus accrued interest
to the redemption date.
If and whenever the Trustee or the Company is notified that
an Event of Default has occurred and is continuing under section 801 of the
Authority Indenture, and provided that the principal of all Authority 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 Authority Indenture and herein, 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, New York, 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
thereon and for all other purposes.
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 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, New York.
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, office 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.
Pursuant to the Mortgage, the holder or owner of this bond
by his acceptance hereof is deemed to have agreed to amendments to the Mortgage
which will eventually permit certain amendments to the Mortgage with the consent
of the holders of 66 2/3% of the principal amount of the outstanding bonds of
all series issued under the Mortgage, which redefine, effective at such time as
all bonds of each series of bonds issued under the Mortgage prior to January 1,
1977 are no longer outstanding, the amounts required to be spent by the Company
under the Mortgage for the repair, maintenance, renewal and replacement of its
property and which authorize the Company, effective at such time as all bonds of
each series issued under the Mortgage on or prior to May 31, 1986 are no longer
outstanding, to designate bonds of any series as the bonds to be redeemed
pursuant to Section 36B of the Mortgage and to do so at any time that cash for
such purpose is on deposit with Trustee pursuant to the provisions of that
Section.
[END OF FORM OF BOND]
and
WHEREAS, all things necessary to make the bonds of the
Thirty-ninth 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 Thirty-ninth series, and of providing the
terms and conditions of redemption thereof;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That
Southern Indiana Gas and Electric Company, 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 Bankers Trust Company, as
Trustee, and to its successor or successors in said trust, and to its and their
assigns forever, all the properties of the Company located in the State of
Indiana and hereby made a part hereof 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 party 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:
SECTION 1. Bonds of the Thirty-ninth Series shall mature on
the date set forth in the form of bond relating thereto hereinbefore set forth,
shall bear interest at the rate from time to time borne by the Authority Bonds;
provided, however, that in no event shall the rate of interest borne by the
Bonds of the Thirty-ninth Series exceed 12% per annum. Such interest shall be
payable as set forth in said form of Bond of the Thirty-ninth Series, and all
bonds of said series shall be designated as hereinbefore in the fifth Whereas
clause set forth. Both principal of 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 a
coin or currency in which the Authority Bonds are payable and 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, New York. 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 Thirty-ninth 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 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, New York. 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 Thirty-ninth Series is registered at the close of business on any Record
Date (as defined in the form of Bond of the Thirty-ninth Series hereinbefore set
forth) with respect to any Interest Payment Date (as defined in the form of Bond
of the Thirty-ninth Series hereinbefore set forth) 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 thirty
days prior to the subsequent Interest Payment Date.
Except as provided in this Section, every registered bond
without coupons of the Thirty-ninth 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 next preceding the date of such bond to which interest
has been paid or, if the Company shall be in default with respect to the
interest due on the first Interest Payment Date for Bonds of the Thirty-ninth
Series then from March 2, 2000 (the date of original issuance of the Bonds of
the Thirty-ninth Series).
SECTION 2. The Company's obligation to make payments with
respect to the principal of and/or interest on the bonds of the Thirty-ninth
series shall be fully or partially satisfied and discharged to the extent that,
at the time any such payment shall be due, the corresponding amount then due of
principal of and/or interest then due on the Authority Bonds shall have been
fully or partially paid (other than by the application of the proceeds of a
payment in respect of such bonds of the Thirty-ninth Series), as the case may
be, or there shall have been deposited with the Authority Trustee pursuant to
the Authority Indenture trust funds sufficient under such indenture to fully or
partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the Authority Bonds (other than by the
application of the proceeds of a payment in respect of such bonds of the
Thirty-ninth Series).
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having been
made in accordance with the Authority Indenture (other than by the application
of the proceeds of a payment in respect of such bonds of the Thirty-ninth
Series), bonds of the Thirty-ninth Series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision for
payment has been made shall be deemed fully paid, satisfied and discharged and
the obligations of the Company thereunder shall be terminated and such bonds of
the Thirty-ninth Series shall be surrendered to and cancelled by the Trustee.
From and after the Release Date (as defined in the Authority Indenture), the
bonds of the Thirty-ninth Series shall be deemed fully paid, satisfied and
discharged and the obligation of the Company thereunder shall be terminated. On
the Release Date, the bonds of the Thirty-ninth Series shall be surrendered to
and cancelled by the Trustee.
SECTION 3. The principal amount of Bonds of the Thirty-ninth
Series which may be authenticated and delivered hereunder is limited to the
aggregate principal amount of Twenty-two Million five Hundred Thousand Dollars
($22,500,000).
Bonds of the Thirty-ninth Series in the aggregate principal
amount of Twenty-two Million Five Hundred Thousand Dollars ($22,500,000) may at
any time subsequent to the execution hereof be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and delivered
(either before or after the recording hereof) to the Company upon direction of
the Company evidenced by the writing or writings, signed by its Treasurer or one
of its Assistant Treasurers and its Secretary or one of its Assistant
Secretaries, at such time or times as may be requested by the opinions and other
documents required by the Indenture.
SECTION 4. The consideration for the bonds of the
Thirty-ninth Series shall be the loan from the Authority, provided for in
Section 4.1 of the Loan Agreement, which shall be deposited and disbursed
pursuant to the Loan Agreement.
SECTION 5. The Bonds of the Thirty-ninth Series shall be
subject to redemption by the Company prior to maturity, respectively, in the
events and in the manner and at the redemption prices set forth in the form of
Bond of such series contained in the sixth Whereas clause hereof and not
otherwise.
SECTION 6. In the manner provided by the provisions of
Article IX of the Indenture, notice of redemption shall be mailed not less than
thirty (30) and not more than forty-five (45) days prior to the date of
redemption, to the registered owner of Bonds of the Thirty-ninth 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
Thirty-ninth Series may agree in writing with the Company to a shorter notice
period with respect to such series, and such agreement, if filed with the
Trustee, shall be binding on the Company.
SECTION 7. The Company covenants that the provisions of
Section 36A of the Indenture, 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
Thirty-ninth series shall be outstanding under the Indenture.
SECTION 8. 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. Without limiting the generality of the
foregoing, the Trustee shall have no responsibility for, and shall incur no
liability with respect to, the form or substance of the Certificates or the form
or substance of any agreement under which any banking or other financial
institution receives the Deposit or makes the Payments nor shall the Trustee
have any responsibility, or incur any liability, with respect to the performance
of such banking or other financial institution under any such agreement.
SECTION 9. 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 10. 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.
IN WITNESS WHEREOF, SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY, party of the first part hereto, and BANKERS TRUST COMPANY, party of the
second part hereto, have caused these presents to be executed in their
respective names by their respective Chairmen of the Board or Presidents or one
of their Vice Presidents or Assistant Vice Presidents or one of their Treasurers
or Assistant Treasurers and their respective seals to be hereunto affixed and
attested by their respective Secretaries or one of their Assistant Secretaries,
all as of the day and year first above written.
(SEAL) SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY,
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
(SEAL) BANKERS TRUST COMPANY,
BY: /s/Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
Attest:
/s/Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
STATE OF INDIANA )
) ss.:
COUNTY OF VANDERBURGH )
On this 29th day February, 2000, before me, the undersigned,
a notary public in and for the county and state aforesaid, personally came
Xxxxxxx X. Xxxxx, to me known, who being by me duly sworn, did depose and say
that he resides at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000; that he is
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
Assistant Secretary 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.
(SEAL) /s/ Xxxxxx Xxxxxxxx
-------------------------
My Commission Expires 9-21-2001
My County of Residence is Vanderburgh
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 29th day of February, 2000 before me, the
undersigned, a notary public in and for the county and state aforesaid,
personally came Xxxxxxx Xxxxxxx, to me known, who being by me duly sworn, did
depose and say that he resides at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000; that he is an Assistant Vice President of BANKERS TRUST 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 Assistant Vice President 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.
(SEAL) /s/ Xxxxxx X. Xxxxxx
--------------------------------
Notary Public
My Commission Expires March 9, 2000
My County of Residence is New York County