ex10_3.htm


FIRST AMENDMENT












Reference is made to that certain Credit Agreement, dated as of September 30, 2010 (as amended and modified from time to time, the "Credit Agreement"), by and among Vectren Capital Corp., an Indiana corporation (the "Borrower"), the Guarantor, the Lenders and Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent").  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.







The parties hereto agree that a mutual error was made in drafting Section 7.13(i) of the Credit Agreement and that Section 7.13(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:







(i)           in addition to Liens covered by (a)-(h) above, Liens securing Indebtedness not exceeding 15% of the Guarantor's Consolidated Net Worth in the aggregate outstanding at any time.







This First Amendment is a Loan Document.  All references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.  Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect.







This First Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart by telecopy or other secure electronic format (.pdf) shall be as effective as an original.  This First Amendment shall be governed by the laws of the State of Illinois and shall become effective upon the Administrative Agent's receipt of counterparts hereof duly executed by the Required Lenders and each of the Loan Parties.






















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The parties hereto have caused this First Amendment to be executed as of _November 2__, 2010.

















WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Administrative Agent







By: /s/ Allison Newman________________________                                                      


Name:  Allison Newman


Title:  Director






















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LENDERS:                                           WELLS FARGO BANK, NATIONAL ASSOCIATION,


as a Lender, Swing Line Lender and an L/C Issuer







By: /s/ Allison Newman________________________                                                 


Name:  Allison Newman


Title:  Director







BANK OF AMERICA, N.A.,


as a Lender and an L/C Issuer







By: /s/ Carlos Morales         ______________________                                                      


Name:  Carlos Morales


Title:  Vice President







JPMORGAN CHASE BANK, N.A.,


as a Lender and an L/C Issuer







By: /s/ Helen D. Davis       ________________________                                                      


Name:  Helen D. Davis


Title:  Authorized Officer







UNION BANK, N.A.,


as a Lender and an L/C Issuer







By: /s/ Susan K. Johnson      ______________________                                                      


Name:  Susan K. Johnson


Title:  Vice President







FIFTH THIRD BANK,


as a Lender







By: /s/ Jennifer Raibley___________________________                                                      


Name:  Jennifer Raibley


Title:  Vice President







U.S. BANK NATIONAL ASSOCIATION,


as a Lender







By: /s/ Shawn O'Hara____________________________                                                      


Name:  Shawn O'Hara


Title:  Managing Director







PNC BANK, NATIONAL ASSOCIATION,


as a Lender







By: /s/ Chris Johnson____________________________                                                      


Name:  Chris Johnson


Title:  Assistant Vice President







REGIONS BANK,


as a Lender







By: /s/ Eric Harvey  _____________________________                                                      


Name:  Eric Harvey


Title:  Vice President












OLD NATIONAL BANK,


as a Lender







By: /s/ Wade Jenkins _____________________________                                                      


Name:  Wade Jenkins


Title:  Vice President







INTEGRA BANK N.A.,


as a Lender







By: /s/ Chris E. Rutledge____________________________                                                      


Name:  Chris E. Rutledge


Title:  Senior Vice President













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BORROWER:

	
VECTREN CAPITAL CORP.,








	
  

	
as Borrower












By: /s/ Robert L. Goocher___________________                                                                


Name:  Robert L. Goocher


Title:  Vice President, Treasurer and Asst. Secretary







GUARANTOR:                                                      VECTREN CORPORATION




 


By: /s/ Robert L. Goocher____________________


Name:  Robert L. Goocher


Title:  Vice President, Treasurer and Asst. Secretary

















VCC First Amendment