81
[Conformed]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
WITH
BANKERS TRUST COMPANY,
As Trustee
SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Series A 1993 due 2028
and
Series B 1993 due 2023
Dated as of May 1, 1993
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SUPPLEMENTAL INDENTURE, dated as of May 1, 1993,
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 and April 1,
1993, 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 May 1, 1993 with Warrick County, Indiana (the
"County") pursuant to which the County will issue
$22,200,000 aggregate principal amount of its Adjustable
Rate Environmental Improvement Bonds, 1993 Series A
(Southern Indiana Gas and Electric Company Project) in order
to provide funds to loan to the Company for the purpose of
financing a portion of the costs of acquiring, constructing
and equipping certain pollution control facilities, 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
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Whereas, the Company has entered into a Loan Agreement
dated as of May 1, 1993 with the County pursuant to which
the County will issue $22,800,000 aggregate principal amount
of its Adjustable Rate Environmental Improvement Bonds, 1993
Series B (Southern Indiana Gas and Electric Company Project)
in order to provide funds to loan to the Company for the
purpose of financing a portion of the costs of acquiring,
constructing and equipping certain pollution control
facilities, 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
$22,200,000 and be designated as "First Mortgage Bonds,
Series A 1993 due 2028" (hereinafter sometimes referred to
as "Bonds of the Thirty-fifth Series"), shall bear interest
at the rate per annum set forth in, shall be subject to
certain optional and mandatory 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 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
$22,800,000 and be designated as "First Mortgage Bonds,
Series B 1993 due 2023" (hereinafter sometimes referred to
as "Bonds of the Thirty-sixth Series"), shall bear interest
at the rate per annum set forth in, shall be subject to
certain optional and mandatory 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-fifth Series and the Trustee's
certificate of authentication to be borne by such bonds are
to be substantially in the following forms, respectively:
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[FORM OF FULLY REGISTERED BOND OF THE THIRTY-FIFTH SERIES]
[FORM OF FACE OF BOND]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, SERIES A 1993
DUE 2028
No________________ $__________.
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
or registered assigns
dollars, on May 1, 2028 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 0ay to the
registered owner hereof interest thereon from the interest
payment date (May 1 or November 1) next preceding the date
of this bond unless the date hereof is prior to November 1,
1993, in which case from May 1, 1993 (or, if this bond is
dated between the record date 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
Adjustable Rate Environmental Improvement Revenue Bonds,
1993 Series A (Southern Indiana Gas and Electric Company
Project) (the "Warrick County Bonds") issued by Warrick
County, Indiana (the "County") under the Indenture of Trust,
dated as of May 1, 1993 (the "County Indenture"), between
the County and The Citizens National Bank of Evansville, as
trustee (the "County Trustee"); provided, however, that in
no event shall the rate of interest borne by the Bonds of
this series exceed 10% per annum. Such interest, in like
coin or currency, payable at said office or agency semi-
annually on May 1 and November 1 in each year, until the
Company's obligation with respect to the payment of such
principal shall have been discharged; provided, however,
that the amount of interest payable as set forth above on
any interest payment date (the "Original Interest Amount")
shall be reduced by an amount equal to the difference, if
any, between the Original Interest Amount and the amount of
interest due and payable on such interest payment date on a
like principal amount of Warrick County Bonds. The
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principal and interest so payable on any May 1 or November 1
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, which shall be the April 15 or October 15, as
the case may be, next preceding such interest payment date,
or, if such April 15 or October 15 shall be a legal holiday
or a day on which banking institutions in the Borough of
Manhattan, The City of New York, N.Y., are authorized or
obligated by law to close, the next preceding day which
shall not be a legal holiday or a day on which such
institutions are so authorized or obligated to close.
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:______________________________
President and
Chief Executive Officer
Attest:
_______________________________
Secretary
86
[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 1993 DUE 2028
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 May 1, 1993, 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 County to
the Company pursuant to a Loan Agreement dated as of May 1,
1993. In order to provide moneys to fund such loan, the
County has issued the Warrick County Bonds under and
pursuant to the County Indenture. Payments made by the
87
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 Warrick County
Bonds. Upon certain terms and conditions, moneys held under
and pursuant to the County Indenture, including moneys so
held from the proceeds of the sale of the Warrick County
Bonds or earnings on the investment of such proceeds, or
redemption of the Warrick County Bonds shall be credited to
or used for the payment of the Bonds of this series and to
the extent so credited or used shall satisfy a like amount
otherwise due hereunder.
The Bonds of this series are subject to mandatory
redemption, in whole or in part, as the case may be, on each
date that Warrick County 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
Warrick County 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 901(d) of the County Indenture, and provided
that the principal of all Warrick County Bonds then
outstanding and the interest thereon shall have been
declared immediately due and payable, then not later than 2
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 County Indenture, is transferable
88
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, N.Y., 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 hereon 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 fully
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, N.Y.
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
and 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.
[END OF FORM OF BOND]
and
89
Whereas, the definitive registered bonds without
coupons of the Thirty-sixth 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-SIXTH SERIES]
[FORM OF FACE OF BOND]
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BOND, SERIES B 1993
DUE 2023
No_____________ $__________
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
or registered assigns
dollars, on May 1, 2023 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 from the interest
payment date (May 1 or November 1) next preceding the date
of this bond unless the date hereof is prior to November 1,
1993, in which case from May 1, 1993 (or, if this bond is
dated between the record date 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
Adjustable Rate Environmental Improvement Revenue Bonds,
1993 Series B (Southern Indiana Gas and Electric Company
Project) (the "Warrick County Bonds") issued by Warrick
County, Indiana (the "County") under the Indenture of Trust,
dated as of May 1, 1993 (the "County Indenture"), between
the County and The Citizens National Bank of Evansville, as
trustee (the "County Trustee"); provided, however, that in
no event shall the rate of interest borne by the Bonds of
this series exceed 10% per annum. Such interest, in like
coin or currency, payable at said office or agency semi-
annually on May 1 and November 1 in each year, until the
Company's obligation with respect to the payment of such
90
principal shall have been discharged; provided, however,
that the amount of interest payable as set forth above on
any interest payment date (the "Original Interest Amount")
shall be reduced by an amount equal to the difference, if
any, between the Original Interest Amount and the amount of
interest due and payable on such interest payment date on a
like principal amount of Warrick County Bonds. The
principal and interest so payable on any May 1 or November 1
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, which shall be the April 15 or October 15, as
the case may be, next preceding such interest payment date,
or, if such April 15 or October 15 shall be a legal holiday
or a day on which banking institutions in the Borough of
Manhattan, The City of New York, N.Y., are authorized or
obligated by law to close, the next preceding day which
shall not be a legal holiday or a day on which such
institutions are so authorized or obligated to close.
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:______________________________
President and
Chief Executive Officer
Attest:
_______________________________
Secretary
91
[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 B 1993 DUE 2023
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 May 1, 1993, 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 County to
the Company pursuant to a Loan Agreement dated as of May 1,
1993. In order to provide moneys to fund such loan, the
County has issued the Warrick County Bonds under and
pursuant to the County 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 Warrick County
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Bonds. Upon certain terms and conditions, moneys held under
and pursuant to the County Indenture, including moneys so
held from the proceeds of the sale of the Warrick County
Bonds or earnings on the investment of such proceeds, or
redemption of the Warrick County Bonds shall be credited to
or used for the payment of the Bonds of this series and to
the extent so credited or used shall satisfy a like amount
otherwise due hereunder.
The Bonds of this series are subject to mandatory
redemption, in whole or in part, as the case may be, on each
date that Warrick County 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
Warrick County 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 901(d) of the County Indenture, and provided
that the principal of all Warrick County Bonds then
outstanding and the interest thereon shall have been
declared immediately due and payable, then not later than 2
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 County Indenture, 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
93
City of New York, N.Y., 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 hereon 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 fully
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, N.Y.
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
and 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.
[END OF FORM OF BOND]
94
and
Whereas, all things necessary to make the Bonds of the
Thirty-fifth Series and the Thirty-sixth 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-fifth Series and the Thirty-sixth 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 described in Schedule A (which is
identified by the signature of an officer of each party
hereto at the end thereof) hereto annexed 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
95
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:
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PART I.
DEFINITIONS
The terms defined in this Part I shall, for all
purposes of this Supplemental Indenture, have the meanings
herein specified, unless the context otherwise requires:
Warrick County Bonds:
The term "Warrick County Bonds", when used in
connection with the Bonds of the Thirty-fifth Series, shall
mean the Adjustable Rate Environmental Improvement Revenue
Bonds, 1993 Series A (Southern Indiana Gas and Electric
Company Project) issued under and pursuant to the applicable
County Indenture and, when used in connection with the Bonds
of the Thirty-Sixth Series, shall mean the Adjustable Rate
Environmental Improvement Revenue Bonds, 1993 Series B
(Southern Indiana Gas and Electric Company Project) issued
under and pursuant to the applicable County Indenture.
County Indenture:
The term "County Indenture", when used in connection
with the Bonds of the Thirty-fifth Series, shall mean the
Indenture of Trust, dated as of May 1, 1993, by and between
Warrick County, Indiana and The Citizens National Bank of
Evansville, as Trustee, and any indenture supplemental
thereto or amendatory thereof, pursuant to which the
Adjustable Rate Environmental Improvement Revenue Bonds,
1993 Series A (Southern Indiana Gas and Electric Company
Project) are issued and secured and, when used in connection
with the Bonds of the Thirty-Sixth Series, shall mean the
Indenture of Trust, dated as of May 1, 1993, by and between
Warrick County, Indiana and The Citizens National Bank of
Evansville, as Trustee, and any indenture supplemental
thereto or amendatory thereof, pursuant to which the
Adjustable Rate Environmental Improvement Revenue Bonds,
1993 Series B (Southern Indiana Gas and Electric Company
Project) Bonds are issued and secured.
County Trustee:
The term "County Trustee", shall mean the person and/or
corporation acting as trustee at any time under the
applicable County Indenture.
97
Loan Agreement:
The term "Loan Agreement", when used in connection with
the Bonds of the Thirty-Fifth Series, shall mean the Loan
Agreement dated as of May 1, 1993 between Warrick County,
Indiana, a municipal corporation and political subdivision
of the State of Indiana, and the Company, relating to the
Adjustable Rate Environmental Improvement Revenue Bonds,
1993 Series A (Southern Indiana Gas and Electric Company
Project), and any and all modifications, amendments and
Supplements thereof and, when used in connection with the
Bonds of the Thirty-Sixth Series, shall mean the Loan
Agreement dated as of May 1, 1993 between Warrick County,
Indiana, and the Company, relating to the Adjustable Rate
Environmental Improvement Revenue Bonds, 1993 Series B
(Southern Indiana Gas and Electric Company Project), and any
and all modifications, amendments and Supplements thereof.
PART II.
DESCRIPTION OF BONDS OF THE THIRTY-FIFTH SERIES
Section 1. Bonds of the Thirty-fifth 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 Warrick County Bonds;
provided, however, that in no event shall the rate of
interest borne by the Bonds of the Thirty-fifth Series
exceed 10%. Such interest, payable semi-annually, on May 1
and November 1 in each year, and all bonds of said series
shall be designated as hereinbefore in the sixth 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
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, N.Y. 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-fifth 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 fully registered bonds without
coupons of other authorized denominations of the same
series, upon presentation and surrender thereof for
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cancellation to the Trustee at its principal corporate trust
office in the Borough of Manhattan, The City of New York,
N.Y. 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-fifth Series is registered at the
close of business on any record date (as hereinbelow
defined) with respect to any interest payment date 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. The term "record date" as used in
this Section with respect to any regular interest payment
date shall mean the April 15 or October 15, as the case may
be, next preceding such interest payment date, or, if such
April 15 or October 15 shall be a legal holiday or a day on
which banking institutions in the Borough of Manhattan, The
City of New York, N.Y., are authorized or obligated by law
to close, the next preceding day which shall not be a legal
holiday or day on which such institutions are so authorized
or obligated to close.
Except as provided in this Section, every registered
bond without coupons of the Thirty-fifth 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
99
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 May 1 or November 1, as the case may be,
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 November 1, 1993, then from
May 1, 1993.
It is provided in the County Indenture that moneys on
deposit with the County Trustee for redemption of Warrick
County Bonds under certain circumstances shall be credited
to or used for the payment of principal or interest on the
Bonds of the Thirty-fifth Series. The Company shall notify
the Trustee of all credits to or payments of principal
(whether at maturity, by redemption or by acceleration) and
interest on the Bonds of the Thirty-fifth Series by mailing
a statement to the Trustee on the date of such credit or
payment to the effect that such credit or payment has been
made, and further stating the extent to which the credit or
payment has been made on account of redemption of Warrick
County Bonds or from funds on deposit with the County
Trustee under the County Indenture. In addition, the
Company shall promptly notify the Trustee of each change in
the interest rate borne by the Warrick County Bonds.
PART III.
DESCRIPTION OF BONDS OF THE THIRTY-SIXTH SERIES
Section 1. Bonds of the Thirty-sixth 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 Warrick County Bonds;
provided, however, that in no event shall the rate of
interest borne by the Bonds of the Thirty-sixth Series
exceed 10%. Such interest, payable semi-annually, on May 1
and November 1 in each year, and all bonds of said series
shall be designated as hereinbefore in the seventh 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
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, N.Y. 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-sixth Series may be issued in
the denomination of $1,000 and in such other denominations
100
(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 fully 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,
N.Y. 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-sixth Series is registered at the
close of business on any record date (as hereinbelow
defined) with respect to any interest payment date 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. The term "record date" as used in
this Section with respect to any regular interest payment
date shall mean the April 15 or October 15, as the case may
be, next preceding such interest payment date, or, if such
April 15 or October 15 shall be a legal holiday or a day on
which banking institutions in the Borough of Manhattan, The
City of New York, N.Y., are authorized or obligated by law
to close, the next preceding day which shall not be a legal
holiday or day on which such institutions are so authorized
or obligated to close.
101
Except as provided in this Section, every registered
bond without coupons of the Thirty-sixth 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 May 1 or November 1, as the case may be,
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 November 1, 1993, then from
May 1, 1993.
It is provided in the County Indenture that moneys on
deposit with the County Trustee for redemption of Warrick
County Bonds under certain circumstances shall be credited
to or used for the payment of principal or interest on the
Bonds of the Thirty-sixth Series. The Company shall notify
the Trustee of all credits to or payments of principal
(whether at maturity, by redemption or by acceleration) and
interest on the Bonds of the Thirty-sixth Series by mailing
a statement to the Trustee on the date of such credit or
payment to the effect that such credit or payment has been
made, and further stating the extent to which the credit or
payment has been made on account of redemption of Warrick
County Bonds or from funds on deposit with the County
Trustee under the County Indenture. In addition, the
Company shall promptly notify the Trustee of each change in
the interest rate borne by the Warrick County Bonds.
PART IV.
ISSUE OF BONDS OF THE THIRTY-FIFTH SERIES
Section 1. The principal amount of Bonds of the
Thirty-fifth Series which may be authenticated and delivered
hereunder is limited to the aggregate principal amount of
Twenty-two Million Two Hundred Thousand Dollars
($22,200,000).
Section 2. Bonds of the Thirty-fifth Series in the
aggregate principal amount of Twenty-two Million Two Hundred
Thousand Dollars ($22,200,000) 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
102
Trustee and delivered (either before or after the recording
hereof) to the Company upon direction of the Company
evidenced by a writing or writings, signed by its President
or one of its Vice Presidents and its Treasurer or one of
its Assistant Treasurers, at such time or times as may be
requested by the Company upon the receipt by the Trustee of
the certificates, resolutions, opinions and other documents
required by the Indenture.
Section 3. The consideration for the Bonds of the
Thirty-fifth Series shall be the loan from Warrick County,
Indiana, provided for in Section 4.1 of the Loan Agreement,
which shall be deposited and disbursed pursuant to the Loan
Agreement.
PART V.
ISSUE OF BONDS OF THE THIRTY-SIXTH SERIES
Section 1. The principal amount of Bonds of the
Thirty-sixth Series which may be authenticated and delivered
hereunder is limited to the aggregate principal amount of
Twenty-two Million Eight Hundred Thousand Dollars
($22,800,000).
Section 2. Bonds of the Thirty-sixth Series in the
aggregate principal amount of Twenty-two Million Eight
Hundred Thousand Dollars ($22,800,000) 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 a writing or writings, signed by
its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers, at such time
or times as may be requested by the Company upon the receipt
by the Trustee of the certificates, resolutions, opinions
and other documents required by the Indenture.
Section 3. The consideration for the Bonds of the
Thirty-sixth Series shall be the loan from Warrick County,
Indiana, provided for in Section 4.1 of the Loan Agreement,
which shall be deposited and disbursed pursuant to the Loan
Agreement.
103
PART VI.
REDEMPTION PROVISIONS
Section 1. The Bonds of the Thirty-fifth Series and
the Bonds of the Thirty-sixth 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 respective forms of Bond of such series
contained in the eight and ninth Whereas clauses hereof and
not otherwise.
Section 2. 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 the Bonds of the Thirty-fifth Series or
of the Bonds of the Thirty-sixth Series, as the case may be,
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-fifth Series or
the owners of all of the Bonds of the Thirty-sixth Series
may agree in writing with the Company to a shorter notice
period with respect to their respective series, and such
agreement, if filed with the Trustee, shall be binding on
the Company.
PART VII.
MISCELLANEOUS
Section 1. The Company covenants that the provisions
of Section 36A of the Indenture and of Section 1.02 of the
Supplemental Indenture dated as of July 1, 1948, 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-fifth Series and any Bonds of the
Thirty-sixth Series shall be outstanding under the
Indenture.
Section 2. 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.
104
Section 3. 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 4. 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.
105
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 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/ R.G. Reherman
R.G. Reherman
President and
Chief Executive Officer
Attest:
/s/ A.E. Goebel
A.E. Goebel
Senior Vice President,
Secretary and Treasurer
(SEAL) BANKERS TRUST COMPANY,
By: /s/ Samir Pandiri
Samir Pandiri
Assistant Vice President
Attest:
/s/ Shikha Dombek
Shikha Dombek
Assistant Secretary
106
STATE OF INDIANA )
: ss.:
COUNTY OF VANDERBURGH )
On this ____ day of May, 1993, before me, the
undersigned, a notary public in and for the county and state
aforesaid, personally came R.G. Reherman, to me known, who
being by me duly sworn, did depose and say that he resides
at 10881 Watershore Drive, Evansville, Indiana 47710; that
he is President and Chief Executive Officer 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 R.G. Reherman 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) _____________________________
Notary Public
My Commission Expires
My County of Residence is
107
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of May, 1993, before me, the
undersigned, a notary public in and for the county and state
aforesaid, personally came Samir Pandiri, to me known, who
being by me duly sworn, did depose and say that he resides
at 45 River Drive South, Jersey City, NJ 07310; 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 Samir Pandiri,
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) ___________________________________
Notary Public
108
A-1
SCHEDULE A
Detailed Description of Additional Properties
Real Estate in Warrick County, Indiana
Part of the East Half of the Northwest Quarter of
Section Fifteen (15), Township Seven (7) South, Range Eight
(8) West, in Warrick County, Indiana, more fully described
in deed dated January 14, 1985 from Old National Bank in
Evansville, Indiana, recorded in the office of the Recorder
of Warrick County, Indiana, in Deed File No. 2, Card Number
15148.
Signed for identification
/s/ A.E. Goebel
A.E. Goebel, Senior Vice President,
Secretary and Treasurer
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
/s/ Samir Pandiri
Samir Pandiri, Assistant Vice President
BANKERS TRUST COMPANY