ex10_25.htm


    
      
        	
                 

                 

                CREDIT
      AGREEMENT

                 

                 

                 

                among

                 

                 

                VECTREN
      CAPITAL, CORP.,

                as
      Borrower,

                 

                VECTREN
      CORPORATION,

                as
      Guarantor,

                 

                THE
      LENDERS SIGNATORY HERETO,

                FIFTH
      THIRD BANK,

                U.S.
      BANK NATIONAL ASSOCIATION and

                WACHOVIA
      BANK, N.A.,

                as
      Co-Documentation Agents

                JPMORGAN
      CHASE BANK, N.A.,

                as
      Syndication Agent,

                and

                 

                LASALLE
      BANK NATIONAL ASSOCIATION,

                as
      Administrative Agent and LC Issuer

                 

                 

                 

                 

                Dated
      as of November 10, 2005

                J.P.
      MORGAN SECURITIES, INC.

                and

                LASALLE
      BANK NATIONAL ASSOCIATION

                JOINT
      LEAD ARRANGERS AND BOOK RUNNERS

              


      

       

      
        
          	
                  ARTICLE I

                	
                  DEFINITIONS

                	
                  1

                
	
                  ARTICLE
      II

                	
                  THE
      CREDITS

                	
                  12

                
	
                  2.1.

                	
                  Commitments

                	
                  12

                
	
                  2.2.

                	
                  Required
      Payments; Termination

                	
                  13

                
	
                  2.3.

                	
                  Ratable
      Loans

                	
                  13

                
	
                  2.4.

                	
                  Types
      of Advances

                	
                  14

                
	
                  2.5.

                	
                  Facility
      Fee; Reductions in Aggregate Commitment

                	
                  14

                
	
                  2.6.

                	
                  Minimum
      Amount of Each Advance

                	
                  14

                
	
                  2.7.

                	
                  Optional
      Principal Payments

                	
                  14

                
	
                  2.8.

                	
                  Method
      of Selecting Types and Interest Periods for New Advances

                	
                  15

                
	
                  2.9.

                	
                  Conversion
      and Continuation of Outstanding Advances

                	
                  16

                
	
                  2.10.

                	
                  Changes
      in Interest Rate, etc

                	
                  16

                
	
                  2.11.

                	
                  Rates
      Applicable After Default

                	
                  17

                
	
                  2.12.

                	
                  Method
      of Payment

                	
                  17

                
	
                  2.13.

                	
                  Notes;
      Telephonic Notices

                	
                  17

                
	
                  2.14.

                	
                  Interest
      Payment Dates; Interest and Fee Basis

                	
                  18

                
	
                  2.15.

                	
                  Notification
      of Advances, Interest Rates, Prepayments and Commitment
      Reductions

                	
                  18

                
	
                  2.16.

                	
                  Lending
      Installations

                	
                  18

                
	
                  2.17.

                	
                  Non-Receipt
      of Funds by the Administrative Agent

                	
                  19

                
	
                  2.18.

                	
                  Issuance
      of Letters of Credit

                	
                  19

                
	
                  2.19.

                	
                  Letters
      of Credit Participation

                	
                  20

                
	
                  2.20.

                	
                  Compensation
      for Letters of Credit

                	
                  21

                
	
                  2.21.

                	
                  Reimbursement
      of Letters of Credit

                	
                  22

                
	
                  2.22.

                	
                  Use
      of Proceeds

                	
                  23

                
	
                  2.23.

                	
                  Increases
      in Aggregate Commitment

                	
                  23

                
	
                  2.24.

                	
                  Extension
      of Commitment Termination Date

                	
                  24

                
	
                  ARTICLE
      III

                	
                  YIELD
      PROTECTION; TAXES

                	
                  25

                
	
                  3.1.

                	
                  Yield
      Protection

                	
                  25

                
	
                  3.2.

                	
                  Changes
      in Capital Adequacy Regulations

                	
                  26

                
	
                  3.3.

                	
                  Availability
      of Types of Advances

                	
                  26

                
	
                  3.4.

                	
                  Funding
      Indemnification

                	
                  26

                
	
                  3.5.

                	
                  Taxes

                	
                  26

                
	
                  3.6.

                	
                  Lender
      Statements; Survival of Indemnity

                	
                  29

                
	
                  3.7.

                	
                  Replacement
      of Lenders

                	
                  29

                
	
                  ARTICLE
      IV

                	
                  CONDITIONS
      PRECEDENT

                	
                  30

                
	
                  4.1.

                	
                  Initial
      Credit Extension

                	
                  30

                
	
                  4.2.

                	
                  Each
      Credit Extension

                	
                  31

                
	
                  ARTICLE
      V

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  32

                
	
                  5.1.

                	
                  Existence
      and Standing

                	
                  32

                
	
                  5.2.

                	
                  Authorization
      and Validity

                	
                  32

                
	
                  5.3.

                	
                  No
      Conflict; Government Consent

                	
                  32

                
	
                  5.4.

                	
                  Financial
      Statements

                	
                  32

                
	
                  5.5.

                	
                  Material
      Adverse Change

                	
                  33

                
	
                  5.6.

                	
                  Taxes

                	
                  33

                
	
                  5.7.

                	
                  Litigation
      and Contingent Obligations

                	
                  33

                
	
                  5.8.

                	
                  Subsidiaries

                	
                  33

                
	
                  5.9.

                	
                  ERISA

                	
                  33

                
	
                  5.10.

                	
                  Accuracy
      of Information

                	
                  34

                
	
                  5.11.

                	
                  Regulation
      U

                	
                  34

                
	
                  5.12.

                	
                  Material
      Agreements

                	
                  34

                
	
                  5.13.

                	
                  Compliance
      With Laws

                	
                  34

                
	
                  5.14.

                	
                  Ownership
      of Properties

                	
                  34

                
	
                  5.15.

                	
                  Plan
      Assets; Prohibited Transactions

                	
                  34

                
	
                  5.16.

                	
                  Environmental
      Matters

                	
                  34

                
	
                  5.17.

                	
                  Investment
      Company Act

                	
                  35

                
	
                  5.18.

                	
                  Insurance

                	
                  35

                
	
                  5.19.

                	
                  Solvency

                	
                  35

                
	
                  5.20.

                	
                  Public
      Utility Holding Company Act

                	
                  35

                
	
                  5.21.

                	
                  Reportable
      Transaction

                	
                  36

                
	
                  5.22.

                	
                  Existing
      Credit Agreement

                	
                  36

                
	
                  ARTICLE
      VI

                	
                  COVENANTS

                	
                  36

                
	
                  6.1.

                	
                  Financial
      Reporting

                	
                  36

                
	
                  6.2.

                	
                  Use
      of Proceeds

                	
                  38

                
	
                  6.3.

                	
                  Notice
      of Default

                	
                  38

                
	
                  6.4.

                	
                  Conduct
      of Business

                	
                  38

                
	
                  6.5.

                	
                  Taxes

                	
                  38

                
	
                  6.6.

                	
                  Insurance

                	
                  38

                
	
                  6.7.

                	
                  Compliance
      with Laws

                	
                  38

                
	
                  6.8.

                	
                  Maintenance
      of Properties

                	
                  39

                
	
                  6.9.

                	
                  Inspection

                	
                  39

                
	
                  6.10.

                	
                  Dividends

                	
                  39

                
	
                  6.11.

                	
                  Indebtedness

                	
                  39

                
	
                  6.12.

                	
                  Merger

                	
                  41

                
	
                  6.13.

                	
                  Sale
      of Assets

                	
                  41

                
	
                  6.14.

                	
                  Investments
      and Acquisitions

                	
                  41

                
	
                  6.15.

                	
                  Liens

                	
                  42

                
	
                  6.16.

                	
                  Affiliates

                	
                  43

                
	
                  6.17.

                	
                  Leverage
      Ratio

                	
                  43

                
	
                  6.18.

                	
                  Certain
      Restrictions

                	
                  43

                
	
                  ARTICLE
      VII

                	
                  DEFAULTS

                	
                  44

                
	
                  ARTICLE
      VIII

                	
                  ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES 

                	
                  46

                
	
                  8.1.

                	
                  Acceleration

                	
                  46

                
	
                  8.2.

                	
                  Remedies
      Not Exclusive

                	
                  46

                
	
                  8.3.

                	
                  Deposit
      to Secure Reimbursement Obligations

                	
                  47

                
	
                  8.4.

                	
                  Subrogation

                	
                  47

                
	
                  8.5.

                	
                  Amendments

                	
                  47

                
	
                  8.6.

                	
                  Preservation
      of Rights

                	
                  48

                
	
                  ARTICLE
      IX

                	
                  GENERAL
      PROVISIONS

                	
                  49

                
	
                  9.1.

                	
                  Survival
      of Representations

                	
                  49

                
	
                  9.2.

                	
                  Governmental
      Regulation

                	
                  49

                
	
                  9.3.

                	
                  Headings

                	
                  49

                
	
                  9.4.

                	
                  Entire
      Agreement

                	
                  49

                
	
                  9.5.

                	
                  Several
      Obligations; Benefits of this Agreement

                	
                  49

                
	
                  9.6.

                	
                  Expenses;
      Indemnification

                	
                  49

                
	
                  9.7.

                	
                  Numbers
      of Documents

                	
                  50

                
	
                  9.8.

                	
                  Accounting

                	
                  50

                
	
                  9.9.

                	
                  Severability
      of Provisions

                	
                  50

                
	
                  9.10.

                	
                  Nonliability
      of Lenders

                	
                  50

                
	
                  9.11.

                	
                  Confidentiality

                	
                  51

                
	
                  9.12.

                	
                  Nonreliance

                	
                  51

                
	
                  9.13.

                	
                  Disclosure

                	
                  51

                
	
                  9.14.

                	
                  Patriot
      Act Notification

                	
                  51

                
	
                  ARTICLE
      X

                	
                  THE
      ADMINISTRATIVE AGENT

                	
                  51

                
	
                  10.1.

                	
                  Appointment;
      Nature of Relationship

                	
                  51

                
	
                  10.2.

                	
                  Powers

                	
                  52

                
	
                  10.3.

                	
                  General
      Immunity

                	
                  52

                
	
                  10.4.

                	
                  No
      Responsibility for Loans, Recitals, etc

                	
                  52

                
	
                  10.5.

                	
                  Action
      on Instructions of Lenders

                	
                  53

                
	
                  10.6.

                	
                  Employment
      of Agents and Counsel

                	
                  53

                
	
                  10.7.

                	
                  Reliance
      on Documents; Counsel

                	
                  53

                
	
                  10.8.

                	
                  Agent’s
      Reimbursement and Indemnification

                	
                  53

                
	
                  10.9.

                	
                  Notice
      of Default

                	
                  54

                
	
                  10.10.

                	
                  Rights
      as a Lender

                	
                  54

                
	
                  10.11.

                	
                  Lender
      Credit Decision

                	
                  54

                
	
                  10.12.

                	
                  Successor
      Administrative Agent

                	
                  54

                
	
                  10.13.

                	
                  Administrative
      Agent’s and Arrangers’ Fees

                	
                  55

                
	
                  10.14.

                	
                  Delegation
      to Affiliates

                	
                  55

                
	
                  10.15.

                	
                  Agent
      May File Proofs of Claim

                	
                  55

                
	
                  10.16.

                	
                  Other
      Agents

                	
                  56

                
	
                  ARTICLE
      XI

                	
                  SETOFF;
      RATABLE PAYMENTS

                	
                  56

                
	
                  11.1.

                	
                  Setoff

                	
                  56

                
	
                  11.2.

                	
                  Ratable
      Payments

                	
                  56

                
	
                  ARTICLE
      XII

                	
                  BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

                	
                  57

                
	
                  12.1.

                	
                  Successors
      and Assigns

                	
                  57

                
	
                  12.2.

                	
                  Participations

                	
                  57

                
	
                  12.3.

                	
                  Assignments

                	
                  58

                
	
                  12.4.

                	
                  Dissemination
      of Information

                	
                  59

                
	
                  12.5.

                	
                  Tax
      Treatment

                	
                  59

                
	
                  ARTICLE
      XIII

                	
                  GUARANTY

                	
                  59

                
	
                  13.1.

                	
                  Guaranty

                	
                  59

                
	
                  13.2.

                	
                  Waivers

                	
                  60

                
	
                  13.3.

                	
                  Guaranty
      Absolute

                	
                  60

                
	
                  13.4.

                	
                  Acceleration

                	
                  61

                
	
                  13.5.

                	
                  Marshaling;
      Reinstatement

                	
                  61

                
	
                  13.6.

                	
                  Delay
      of Subrogation

                	
                  61

                
	
                  ARTICLE
      XIV

                	
                  NOTICES

                	
                  62

                
	
                  14.1.

                	
                  Notices

                	
                  62

                
	
                  14.2.

                	
                  Change
      of Address

                	
                  63

                
	
                  ARTICLE
      XV

                	
                  COUNTERPARTS

                	
                  63

                
	
                  ARTICLE
      XVI

                	
                  CHOICE
      OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

                	
                  63

                
	
                  16.1.

                	
                  CHOICE
      OF LAW

                	
                  63

                
	
                  16.2.

                	
                  CONSENT
      TO JURISDICTION

                	
                  63

                
	
                  16.3.

                	
                  WAIVER
      OF JURY TRIAL

                	
                  64

                


        

        




      


      


      


      
        	
                 
      

              	
                PRICING
      SCHEDULE

              


      

      


      
        	
                Schedule
      I

              	
                Commitments

              


      

      
        	
                Schedule
      5.7

              	
                Litigation

              


      

      
        	
                Schedule
      5.8

              	
                Subsidiaries
      and Other Investments

              


      

      
        	
                Schedule
      5.14

              	
                Indebtedness
      and Liens

              


      

      
        	
                Schedule
      5.16

              	
                Environmental
      Matters

              


      

      
        	
                Schedule
      6.18

              	
                Certain
      Restrictions

              


      

      
        	
                Schedule
      14.1

              	
                Notice
      Information

              


      

      


      
        	
                Exhibit
      A

              	
                Form
      of Revolving Credit Note

              


      

      
        	
                Exhibit
      B

              	
                Form
      of Credit Note (Swingline)

              


      

      
        	
                Exhibit
      C

              	
                Form
      of Compliance Certificate

              


      

      
        	
                Exhibit
      D

              	
                Form
      of Loan/Credit Related Money Transfer
  Instruction

              


      

      
        	
                Exhibit
      E

              	
                Form
      of Assignment Agreement

              


      

      
        	
                Exhibit
      F

              	
                Form
      of Increase Request

              


      

      CREDIT
AGREEMENT

      This
Agreement, dated as of November 10, 2005, is among VECTREN CAPITAL, CORP.,
VECTREN CORPORATION, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as
Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION, as LC Issuer and as
Administrative Agent.  The parties hereto agree as
follows:

      ARTICLE
I


      DEFINITIONS

      As used
in this Agreement:

      “Acquisition” means
any transaction, or any series of related transactions, consummated on or after
the date of this Agreement, by which Borrower or any of its Subsidiaries (i)
acquires any going business or all or substantially all of the assets of any
firm, corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a partnership or limited liability company.

      “Administrative Agent”
means LaSalle Bank National Association in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in
its individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article
X.

       “Advance” means a
borrowing hereunder (or conversion or continuation thereof) consisting of the
aggregate amount of the several Loans made on the same Borrowing Date (or date
of conversion or continuation) by the Lenders to Borrower of the same Type and,
in the case of Eurodollar Advances, for the same Interest Period.  The
term “Advance” shall include Advances under the Swingline unless otherwise
expressly provided.

      “Affiliate” of any
Person means any other Person directly or indirectly controlling, controlled by
or under common control with such Person.  A Person shall be deemed to
control another Person if the controlling Person owns 10% or more of any class
of voting securities (or other ownership interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of stock, by contract or otherwise.

      “Aggregate Commitment”
means the aggregate of the Commitments of all the Lenders, as changed from time
to time pursuant to the terms hereof.  On the date hereof, the amount
of the Aggregate Commitment is $255,000,000.

      “Aggregate Outstanding Credit
Exposure” means, at any time, the sum of (i) the aggregate principal
amount of the Advances at such time plus (ii) the LC Obligations at such
time.

      “Agreement” means this
Credit Agreement, as it may be amended or modified and in effect from time to
time.

      “Agreement Accounting
Principles” means generally accepted accounting principles as in effect
from time to time, applied in a manner consistent with that used in preparing
the financial statements referred to in Section 5.4.

      “Alternate Base Rate”
means, for any day, a rate of interest per annum equal to the higher of (i) the
Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for
such day plus
1/2% per annum.

      “Applicable Fee Rate”
means, at any time, the percentage rate per annum at which facility fees are
accruing on the Aggregate Commitment (without regard to usage) and Letter of
Credit fees at such time as set forth in the Pricing Schedule.

      “Applicable Margin”
means, at any time, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to
Advances of such Type, as set forth in the Pricing Schedule.

      “Arrangers” means each
of JPMorgan Securities, Inc. and LaSalle Bank National Association, in their
capacities as Joint Lead Arrangers and Book Runners.

       “Article” means an
article of this Agreement unless another document is specifically
referenced.

      “Authorized Officer”
means any Vice President, the Secretary, the Treasurer, the Assistant Secretary
and Assistant Treasurer of Borrower, acting singly.

      “Borrower” means
Vectren Capital, Corp., an Indiana corporation, and its successors and
assigns.

      “Borrowing Date” means
a date on which a Credit Extension is made hereunder.

      “Borrowing Notice” —
see Section 2.8.

      “BSA” — see Section
6.7.

      “Business Day” means
(i) with respect to any borrowing, payment or rate selection of Eurodollar
Advances, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago, New York and Indianapolis for the conduct of substantially all
of their commercial lending activities and on which dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago and Indianapolis for the conduct of substantially all of their
commercial lending activities.

      “Capitalized Lease” of
a Person means any lease of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

      “Capitalized Lease
Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

      “Cash Equivalent
Investments” means (i) short-term obligations of, or fully guaranteed by,
the United States of America, (ii) commercial paper rated A-1 or better by
S&P or P-1 or better by Moody’s, (iii) demand deposit accounts maintained in
the ordinary course of business, and (iv) certificates of deposit issued by and
time deposits with commercial banks (whether domestic or foreign) having capital
and surplus in excess of $100,000,000; provided in each case
that the same provides for payment of both principal and interest (and not
principal alone or interest alone) and is not subject to any contingency
regarding the payment of principal or interest.

      “Change in Control”
means (i) the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934) of
30% or more of the outstanding shares of voting stock of Guarantor, (ii) the
occurrence during any period of twelve (12) consecutive months, commencing
before or after the date of this Agreement, pursuant to which individuals who on
the first day of such period were directors of Guarantor (together with any
replacement or additional directors who were nominated or elected by a majority
of directors then in office) cease to constitute a majority of the Board of
Directors of Guarantor or (iii) Guarantor shall cease to own, free and clear of
any Lien, 100% of the issued and outstanding capital stock of
Borrower.

      “Code” means the
Internal Revenue Code of 1986, as amended, reformed or otherwise modified from
time to time.

      “Commitment” means,
for each Lender, the obligation of such Lender to make Loans to, and participate
in Letters of Credit issued upon the application of, Borrower in an aggregate
amount not exceeding the amount set forth opposite its name on Schedule I or as set
forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms
hereof.

      “Commitment Termination
Date” means November 10, 2010, any later date as may be established
pursuant to Section
2.24 or any earlier date on which the Aggregate Commitment is reduced to
zero or otherwise terminated pursuant to the terms hereof.

      “Consolidated
Indebtedness” means at any time the Indebtedness of a Person and its
Subsidiaries calculated on a consolidated basis as of such time.

      “Consolidated Net
Worth” means at any time the consolidated stockholders’ equity of a
Person and its Subsidiaries calculated on a consolidated basis as of such
time.

      “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person (other
than accounts payable of such Person’s Subsidiary arising in the ordinary course
of such Subsidiary’s business payable on terms customary in the trade), or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract.

      “Conversion/Continuation
Notice” — see Section 2.9.

      “Controlled Group”
means all members of a controlled group of corporations or other business
entities and all trades or businesses (whether or not incorporated) under common
control which, together with Guarantor or any of its Subsidiaries, are treated
as a single employer under Section 414 of the Code.

      “Credit Extension”
means the making of an Advance or the issuance of or participation in a Letter
of Credit hereunder.

      “Credit Note” means
the Credit Note (Swingline), in substantially the form of Exhibit B hereto,
duly executed by Borrower to LaSalle to evidence Advances under the Swingline,
including any amendment, modification, renewal, extension or replacement
thereof.

      “Default” means an
event described in Article
VII.

      “Environmental Laws”
means any and all federal, state, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and
other governmental restrictions relating to (i) the protection of the
environment, (ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (iv) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any rule or regulation issued thereunder.

      “Eurodollar Advance”
means an Advance which bears interest at the applicable Eurodollar
Rate.

      “Eurodollar Base Rate”
means, a rate of interest equal to (a) the per annum rate of interest at which
United States dollar deposits in an amount comparable to the amount of the
relevant Eurodollar Advance and for a period equal to the relevant Interest
Period are offered in the London Interbank Eurodollar market at 11:00 A.M.
(London time) two Business Days prior to the commencement of such Interest
Period (or three Business Days prior to the commencement of such Interest Period
if banks in London, England were not open and dealing in offshore United States
dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Administrative Agent in
its sole discretion) or, if the Bloomberg Financial Markets
system or another authoritative source is not available, as the Eurodollar Base
Rate is otherwise determined by the Administrative Agent in its sole and
absolute discretion, divided by (b) a number determined by subtracting from 1.00
the then stated maximum reserve percentage for determining reserves to be
maintained by member banks of the Federal Reserve System for Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D), such rate to remain fixed for such Interest
Period.  The Administrative Agent’s determination of the Eurodollar
Base Rate shall be conclusive, absent manifest error.

      “Eurodollar Loan”
means a Loan which bears interest at the applicable Eurodollar
Rate.

      “Eurodollar Rate”
means, with respect to a Eurodollar Advance for the relevant Interest Period,
the sum of (i) the Eurodollar Base Rate applicable to such Interest Period,
plus (ii) the
Applicable Margin for Eurodollar Advances.

      “Excluded Taxes”
means, in the case of each Lender or applicable Lending Installation and the
Administrative Agent, taxes imposed on its overall net income, and franchise
taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender
or the Administrative Agent is incorporated or organized or (ii) the
jurisdiction in which the Administrative Agent’s or such Lender’s principal
executive office or such Lender’s applicable Lending Installation is
located.

      “Exhibit” refers to an
exhibit to this Agreement, unless another document is specifically
referenced.

      “Existing Credit
Agreement” means the Credit Agreement, dated as of September 30, 2004,
among Borrower, the Guarantor, various financial institutions and LaSalle, as
agent.

      “Existing
Indebtedness” – see Section
6.11.

      “Federal Funds Effective
Rate” means, for any day, a fluctuating interest rate equal for each day
during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent.  The
Administrative Agent’s determination of such rate shall be binding and
conclusive absent manifest error.

      “Fee Letters” means
each of (i) that certain letter agreement dated as of October 17, 2005 among
Borrower, Vectren Utility Holdings, Inc. and LaSalle Bank National Association
and (ii) that certain letter agreement dated as of October 17, 2005 among
Borrower, Vectren Utility Holdings, Inc., JPMorgan Chase Bank, N.A. and JPMorgan
Securities, Inc.

      “Financial Contract”
of a Person means (i) any exchange-traded or over-the-counter futures, forward,
swap or option contract or other financial instrument with similar
characteristics, (ii) any agreements, devices or arrangements providing for
payments related to fluctuations of interest rates, exchange rates or forward
rates, including, but not limited to, interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options or (iii) to the extent not
otherwise included in the foregoing, any Rate Hedging Agreement.

      “Floating Rate” means,
for any day, a rate per annum equal to (i) the Alternate Base Rate for such day
plus (ii) the
Applicable Margin for Floating Rate Advances, in each case changing when and as
the Alternate Base Rate changes.

      “Floating Rate
Advance” means an Advance which bears interest at the Floating
Rate.

      “Floating Rate Loan”
means a Loan which bears interest at the Floating Rate.

      “Guaranteed
Obligations” – see Section
13.1.

      “Guarantor” means
Vectren Corporation, and its successors and assigns.

      “Indebtedness” of a
Person means such Person’s (i) obligations for borrowed money, (ii) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade), (iii) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances or other instruments, (v) obligations
of such Person to purchase securities or other property arising out of or in
connection with the sale of the same or substantially similar securities or
property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations
(other than Contingent Obligations with respect to primary obligations (other
than Indebtedness) of Subsidiaries, which primary obligations are not prohibited
by this Agreement), (viii) reimbursement and other obligations in connection
with letters of credit, (ix) Net Mark-to-Market Exposure of Rate Hedging
Agreements and other Financial Contracts, (x) Synthetic Lease Obligations and
(xi) any other obligation for borrowed money or other financial accommodation
which in accordance with Agreement Accounting Principles would be shown as a
liability on the consolidated balance sheet of such Person.

      “Intercompany
Indebtedness” – see Section
6.11(iv).

      “Interest Period”
means, with respect to any Eurodollar Advance, a period of one, two, three or
six months commencing on a Business Day selected by Borrower pursuant to this
Agreement.  Such Interest Period shall end on the day which
corresponds numerically to such date one, two, three or six months thereafter,
provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month.  If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, provided, however,
that if said next succeeding Business Day falls in a new calendar month, such
Interest Period shall end on the immediately preceding Business
Day.

      “Investment” of a
Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade) or contribution of capital
by such Person; stocks, bonds, mutual funds, partnership interests, notes,
debentures or other securities owned by such Person; any deposit accounts and
certificate of deposit owned by such Person; and structured notes, derivative
financial instruments and other similar instruments or contracts owned by such
Person.

      “LaSalle” means
LaSalle Bank National Association, its successors and assigns.

      “LC Issuer” means
LaSalle in its capacity as issuer of Letter of Credit hereunder.

      “LC Obligations”
means, at any time, the sum, without duplication, of (i) the aggregate undrawn
stated amount of all Letters of Credit outstanding at such time plus (ii) the
aggregate unpaid amount at such time of all reimbursement obligations in respect
of the Letters of Credit.

      “Lenders” means the
lending institutions listed on the signature pages of this Agreement and their
respective successors and assigns.  Unless otherwise specified, the
term “Lenders” includes LaSalle in its capacity as the provider of the
Swingline.

      “Lending Installation”
means, with respect to a Lender or the Administrative Agent, the office, branch,
subsidiary or affiliate of such Lender or the Administrative Agent listed on
Schedule 14.1
hereof or otherwise selected by such Lender or the Administrative Agent pursuant
to Section 2.16.

      “Letter of Credit
Application” or “Application” means,
collectively, each Application for Standby Letter of Credit and each Application
and Agreement for Irrevocable Letter of Credit, in the forms prescribed by the
LC Issuer, duly executed by Borrower in favor of the LC Issuer, from time to
time, to govern a Letter of Credit issued pursuant to this Agreement, as any
such Application may be amended from time to time.

      “Letters of Credit”
means standby and commercial letters of credit now or hereafter issued by the LC
Issuer from time to time at the request of, and for the account of, Borrower
issued pursuant to this Agreement.

      “Lien” means any lien
(statutory or other), security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

      “Loan” means, with
respect to a Lender, such Lender’s loan made pursuant to Article II (or any
conversion or continuation thereof).  The term “Loan” shall include
Advances under the Swingline unless otherwise expressly provided.

      “Loan Documents” means
this Agreement, the Fee Letters, the Notes, any Letter of Credit Application,
the Master Letter of Credit Agreement and any other documents or instruments now
or hereafter executed and delivered by or on behalf of Borrower to the
Administrative Agent or the Lenders to further evidence or govern the
Obligations.

      “Mandatory Funding” –
see Section
2.3.

      “Master Letter of Credit
Agreement” means, at any time, with respect to the issuance of Letters of
Credit, a master letter of credit agreement or reimbursement agreement in the
form, if any, being used by the LC Issuer at such time.

      “Material Adverse
Effect” means a material adverse effect on (i) the business, Property,
condition (financial or otherwise) or results of operations of Guarantor and its
Subsidiaries taken as a whole, (ii) the ability of Borrower or Guarantor to
perform its obligations under the Loan Documents, or (iii) the validity or
enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent, the LC Issuer or the Lenders thereunder.

      “Material
Indebtedness” — see Section 7.5.

      “Moody’s” means
Moody’s Investors Service, Inc.

      “Mortgage Indenture”
means the Mortgage and Deed of Trust, dated as of April 1, 1932, between
Southern Indiana Gas and Electric Company and Bankers Trust Company (as
supplemented from time to time before or after the date hereof by various
supplemental indentures thereto).

      “Multiemployer Plan”
means a Plan maintained pursuant to a collective bargaining agreement or any
other arrangement to which Borrower or any member of the Controlled Group is a
party to which more than one employer is obligated to make
contributions.

      “Negotiated Rate”
shall mean, with respect to Advances under the Swingline not constituting
Floating Rate Advances, the interest rate mutually agreed upon between LaSalle
and Borrower to be applicable to Negotiated Rate Advances pursuant to Section 2.4.2.

      “Negotiated Rate
Advance” means an Advance which bears interest by reference to a
Negotiated Rate.

      “Negotiated Rate Interest
Period” shall mean, with respect to any Negotiated Rate Advance, the
period commencing on the day such Negotiated Rate Advance is made and ending on
such day thereafter, as mutually agreed upon between Borrower and LaSalle, provided that (a) no
Negotiated Rate Interest Period shall exceed thirty (30) days; (b) each
Negotiated Rate Interest Period which would otherwise end on a day which is not
a Business Day shall be extended to the next succeeding Business Day, provided, however, if
the next succeeding Business Day would extend the Negotiated Rate Interest
Period beyond thirty (30) days, then the next preceding Business Day; and (c) no
Negotiated Rate Interest Period may be agreed upon that extends beyond the
Commitment Termination Date.

      “Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess
(if any) of all unrealized losses over all unrealized profits of such Person
arising from Rate Hedging Agreements or other Financial
Contracts.  “Unrealized losses” means the fair market value of the
cost to such Person of replacing such Rate Hedging Agreement or other Financial
Contract as of the date of determination (assuming the Rate Hedging Agreement or
other Financial Contract were to be terminated as of that date), and “unrealized
profits” means the fair market value of the gain to such Person of replacing
such Rate Hedging Agreement or other Financial Contract as of the date of
determination (assuming such Rate Hedging Agreement or other Financial Contract
were to be terminated as of that date).

      “Non-U.S. Lender” —
see Section 3.5(iv).

      “Notes” means,
collectively, the Revolving Credit Notes and the Credit Note.

      “Notice of Assignment”
— see Section 12.3.2.

      “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans,
reimbursement obligations under the Letters of Credit, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of
Borrower to the Lenders or to any Lender, the LC Issuer, the Administrative
Agent or any indemnified party arising under the Loan Documents.

      “OFAC” — see Section
6.7.

      “Other Taxes” — see
Section 3.5(ii).

      “Participants” — see
Section 12.2.1.

      “Payment Date” means
the last Business Day of each month.

      “PBGC” means the
Pension Benefit Guaranty Corporation, or any successor thereto.

      “Person” means any
natural person, corporation, firm, joint venture, partnership, limited liability
company, association, enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or instrumentality
thereof.

      “Plan” means an
employee pension benefit plan which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Code as to which
Borrower or any member of the Controlled Group may have any
liability.

      “Prime Rate” means,
for any day, the rate of interest in effect for such day as publicly announced
from time to time by the Administrative Agent as its prime rate (whether or not
such rate is actually charged by the Administrative Agent), which is not
intended to be the Administrative Agent’s lowest or most favorable rate of
interest at any one time.  Any change in the Prime Rate announced by
the Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change; provided that the
Administrative Agent shall not be obligated to give notice of any change in the
Prime Rate.

      “Pro Rata Share”
means, as to any Lender, when used with reference to an aggregate or total
amount, an amount equal to the product of (a) such aggregate or total amount,
multiplied by
(b) a fraction, the numerator of which shall be the sum of such Lender’s
Commitment (or, if the Commitments have been terminated, the sum of such
Lender’s outstanding Revolving Loans and participations in outstanding Letters
of Credit) and the denominator of which shall be the Aggregate Commitment (or,
if the Commitments have been terminated, the sum of the total outstanding
Revolving Loan Advances and the aggregate face amount of outstanding Letters of
Credit).

      “Property” of a Person
means any and all property, whether real, personal, tangible, intangible, or
mixed, of such Person, or other assets owned, leased or operated by such
Person.

      “Purchasers” — see
Section 12.3.1.

      “Rate Hedging
Agreement” means an agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates or
forward rates, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants.

      “Rate Hedging
Obligations” of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (i) any and all Rate Hedging
Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

      “Register” — see Section 12.3.4.

      “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.

      “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System.

      “Reportable Event”
means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section, with respect to a Plan, excluding,
however, such events as to which the PBGC has by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided,
however, that a
failure to meet the minimum funding standard of Section 412 of the Code and
of Section 302 of ERISA shall be a Reportable Event regardless of the
issuance of any such waiver of the notice requirement in accordance with either
Section 4043(a) of ERISA or Section 412(d) of the Code.

      “Reports” — see Section 9.6.

      “Required Lenders”
means Lenders in the aggregate having more than 50% of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in the aggregate
holding more than 50% of the aggregate unpaid principal amount of the
outstanding Advances and participations in outstanding Letters of
Credit.

      “Revolving Credit
Notes” means the Revolving Credit Notes, each substantially in the form
of Exhibit A
hereto, duly executed by Borrower to the respective Lenders to evidence the
Revolving Loans, including any and all renewals, extensions, replacements and
modifications thereof.

      “Revolving Loan” – see
Section
2.1.1.

      “Revolving Loan
Advance” means an Advance under the Commitments (other than an Advance
under the Swingline).

      “S&P” means
Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies,
Inc.

      “Schedule” refers to a
specific schedule to this Agreement, unless another document is specifically
referenced.

      “Section” means a
numbered section of this Agreement, unless another document is specifically
referenced.

      “Single Employer Plan”
means a Plan maintained by Borrower or any member of the Controlled Group for
employees of Borrower or any member of the Controlled Group.

      “Subsidiary” of a
Person means (i) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries or (ii) any partnership,
limited liability company, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.  Unless
otherwise expressly provided, all references herein to a “Subsidiary” shall mean
a Subsidiary of Borrower.

      “Subsidiary Existing
Indebtedness” – see Section
6.11(vi).

      “Substantial Portion”
means, with respect to the Property of Borrower and its Subsidiaries, Property
which (i) represents more than 10% of the consolidated assets of Borrower and
its Subsidiaries as would be shown in the consolidated financial statements of
Borrower and its Subsidiaries as at the beginning of the twelve-month period
ending with the month in which such determination is made or (ii) is responsible
for more than 10% of the consolidated net sales or of the consolidated net
income of Borrower and its Subsidiaries as reflected in the financial statements
referred to in clause
(i) above.

      “Swingline” means the
unsecured cash management line of credit in the maximum principal amount of
$40,000,000 provided by LaSalle to Borrower, governed by this Agreement,
including any renewal or extension thereof.

      “Synthetic Lease
Obligation” means the monetary obligation of a Person under (i) a
so-called synthetic or off-balance sheet or tax retention lease or (ii) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as indebtedness of such Person
(without regard to accounting treatment).  The amount of Synthetic
Lease Obligations of any Person under any such lease or agreement shall be the
amount which would be shown as a liability on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles if such lease or
agreement were accounted for as a Capitalized Lease.

      “Taxes” means any and
all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and any and all liabilities with respect to the foregoing, but
excluding Excluded
Taxes.

      “Transferee” — see
Section 12.4.

      “Type” means, with
respect to any Revolving Loan Advance, its nature as a Floating Rate Advance or
a Eurodollar Advance.

      “Unfunded Liabilities”
means the amount (if any) by which the present value of all vested and unvested
accrued benefits under all Single Employer Plans exceeds the fair market value
of all such Plan assets allocable to such benefits, all determined as of the
then most recent valuation date for such Plans using PBGC actuarial assumptions
for single employer plan terminations.

      “Unmatured Default”
means an event which but for the lapse of time or the giving of notice, or both,
would constitute a Default.

      “Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (ii) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or
controlled.

      “Withholding
Certificate” — see Section 3.5(iv).

      The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.

      ARTICLE
II

      THE
CREDITS

      2.1. Commitments.

      2.1.1. Revolving
Loans.  Subject to the terms and conditions of this Agreement
and prior to the Commitment Termination Date, each Lender severally agrees, on
the terms and conditions set forth in this Agreement, to make loans (“Revolving Loans”) to
Borrower and participate in Letters of Credit issued upon the request of
Borrower from time to time in amounts not to exceed in the aggregate at any one
time outstanding the amount of its Commitment.  No requested Revolving
Loan Advance shall cause the aggregate outstanding principal balance of the
Revolving Loan Advances plus the aggregate outstanding principal balance of the
Swingline Advances plus the outstanding LC Obligations to exceed the Aggregate
Commitment.  Subject to the terms of this Agreement, Borrower may
borrow, repay and reborrow such available amount under the Commitments at any
time prior to the Commitment Termination Date.  The Commitments to
lend hereunder shall expire on the Commitment Termination Date.  The
Revolving Loans made by the Lenders pursuant hereto shall be evidenced by the
Revolving Credit Notes.

      2.1.2. Swingline
Loans.  Subject to the terms and conditions of this Agreement
and prior to the Commitment Termination Date, LaSalle shall make advances under
the Swingline available to Borrower in a maximum principal amount equal to the
lesser of (a) the unborrowed portion of the Aggregate Commitment, or (b)
$40,000,000.  No requested Advance shall cause the aggregate
outstanding principal balance of the Swingline Advances to exceed $40,000,000
and no requested Advance shall cause the aggregate outstanding principal balance
of the Swingline Advances plus the aggregate
outstanding principal balance of the Revolving Loan Advances plus the LC
Obligations to exceed the Aggregate Commitment.  Subject to the terms
of this Agreement, Borrower may borrow, prepay and reborrow such available
amount under the Swingline at any time prior to the Commitment Termination
Date.  LaSalle’s commitment to make Swingline Advances hereunder shall
expire on the Commitment Termination Date. Advances under the Swingline shall be
evidenced by the Credit Note.

      2.2. Required Payments;
Termination.  Any outstanding Advances and all other unpaid
Obligations shall be paid in full by Borrower on the Commitment Termination
Date.

      2.3. Ratable
Loans.  With respect to the Commitments, each Advance
thereunder (other than any Advance under the Swingline) shall consist of
Revolving Loans made from the several Lenders in accordance with their
respective Pro Rata Shares.  On any Business Day, LaSalle may, in its
sole discretion, give notice to the Lenders that the outstanding principal
balance of the Swingline shall be funded with a Revolving Loan Advance (provided
that such notice shall be deemed to have been automatically given upon the
occurrence of a Default under Section 7.6 or
7.7), in which
case a Revolving Loan Advance under the Commitments constituting a Floating Rate
Advance (each such Advance being referred to herein as a “Mandatory Funding”)
shall be made on the immediately succeeding Business Day by all Lenders
according to each Lender’s Pro Rata Share of the Commitments, and the proceeds
thereof shall be applied directly to LaSalle to repay such outstanding Swingline
Advances.  Each Lender hereby irrevocably agrees to make such
Revolving Loans, pursuant to each Mandatory Funding in the amount and in the
manner specified in the preceding sentence and on the date specified to it by
LaSalle notwithstanding:  (a) that the amount of the Mandatory Funding
may not comply with the minimum amount for a borrowing specified in Section 2.6; (b)
whether any conditions specified in Article IV are then
satisfied; (c) the date of such Mandatory Funding; and (d) any reduction in the
Aggregate Commitment after any such Advances under the Swingline were
made.  In the event that any Mandatory Funding cannot for any reason
be made on the date otherwise required above (including, without limitation, as
a result of the commencement of a proceeding under the Bankruptcy Code in
respect of Borrower), each Lender hereby agrees that it shall forthwith purchase
from LaSalle (without recourse or warranty) such assignment of the outstanding
Advances under the Swingline as shall be necessary to cause such Lenders to
share in such Advances ratably based upon their respective Commitments, provided that all
interest payable on such Advances shall be for the account of LaSalle until the
date the respective assignment is purchased and, to the extent attributable to
the purchased assignment, shall be payable to the Lender purchasing same from
and after such date of purchase.

      2.4. Types of
Advances.

      2.4.1. Revolving
Advances.  The Revolving Loan Advances may be Floating Rate
Advances or Eurodollar Advances, or a combination thereof, selected by Borrower
in accordance with Sections 2.8.1 and
2.9.

      2.4.2. Swingline
Advances.  The Advances under the Swingline may be Floating
Rate Advances or Negotiated Rate Advances, or a combination thereof, selected by
Borrower in accordance with Section 2.8.2.

      2.5. Facility Fee; Reductions in
Aggregate Commitment.

      2.5.1. Borrower
agrees to pay to the Administrative Agent for the account of each Lender
according to its Pro Rata Share a facility fee at a per annum rate equal to the
Applicable Fee Rate from and after the date hereof to and including the
Commitment Termination Date on such Lender’s Commitment (regardless of usage) in
effect from time to time.  Such facility fees shall be payable in
arrears on the last Business Day of each quarter and on the Commitment
Termination Date.

      2.5.2. Borrower
may permanently reduce the Aggregate Commitment in whole, or in part ratably
among the Lenders in integral multiples of $5,000,000, upon at least three
Business Days’ prior written notice to the Administrative Agent, which notice
shall specify the amount of any such reduction, provided,
however, that the
amount of the Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure.  All accrued facility fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Credit Extensions hereunder.

      2.6. Minimum Amount of Each
Advance.

      2.6.1. Revolving
Advances.  Except for a Mandatory Funding, each Eurodollar
Advance shall be in the minimum amount of $5,000,000 and in integral multiples
of $1,000,000 (if in excess thereof), and each Floating Rate Advance (other than
an Advance under the Swingline) may be in the amount of $1,000,000 or an
integral multiple thereof.  Borrower shall not request a Eurodollar
Advance if, after giving effect thereto, more than twelve separate Eurodollar
Advances would be outstanding.

      2.6.2. Swingline.  Each
Swingline Advance shall be in the minimum amount of $100,000 and in integral
multiples of $100,000 (if in excess thereof).

      2.7. Optional Principal
Payments.

      2.7.1. Revolving
Advances.  Borrower may from time to time pay, without penalty
or premium, all outstanding Floating Rate Advances (other than an Advance under
the Swingline), or, in a minimum aggregate amount of $1,000,000 or any integral
multiple of $1,000,000 in excess thereof, any portion of the outstanding
Floating Rate Advances (other than an Advance under the Swingline) upon one
Business Day’s prior notice to the Administrative Agent.  Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in
excess thereof, any portion of the outstanding Eurodollar Advances upon three
Business Days’ prior notice to the Administrative Agent.  Each
prepayment pursuant to this Section shall be made together with accrued and
unpaid interest to the date of such prepayment on the principal amount
paid.

      2.7.2. Swingline.  Borrower
may from time to time pay, without penalty or premium, all outstanding Floating
Rate Advances under the Swingline, or, in the minimum amount of $100,000 or any
integral multiple of $100,000 in excess thereof, any portion of the outstanding
Floating Rate Advances under the Swingline with notice to the Administrative
Agent and LaSalle by 10:00 a.m. (Chicago time) on the date of
repayment.  A Negotiated Rate Advance may not be prepaid prior to the
last day of the applicable Negotiated Rate Interest Period except for a
prepayment funded by a Mandatory Funding.  Each prepayment pursuant to
this Section shall be made together with accrued and unpaid interest to the date
of such prepayment on the principal amount paid.

      2.8. Method of Selecting Types
and Interest Periods for New Advances.

      2.8.1. Revolving
Advances.  Borrower shall select the Type of Advance and, in
the case of each Eurodollar Advance, the Interest Period applicable thereto from
time to time.  Borrower shall give the Administrative Agent
irrevocable notice (a “Borrowing Notice”)
not later than 10:00 a.m. (Chicago time) on the proposed Borrowing Date of each
Floating Rate Advance and three Business Days before the Borrowing Date for each
Eurodollar Advance, specifying:

      
        	
                (i)  

              	
                the
      Borrowing Date, which shall be a Business Day, of such
      Advance,

              


      

      
        	
                (ii)  

              	
                the
      aggregate amount of such Advance,

              


      

      
        	
                (iii)  

              	
                the
      Type of Advance selected, and

              


      

      
        	
                (iv)  

              	
                in
      the case of each Eurodollar Advance, the Interest Period applicable
      thereto.

              


      

      Any
notice received later than 10:00 a.m. (Chicago time) on any day shall be deemed
to be received on the following Business Day.  The Administrative
Agent shall notify the Lenders of Borrower’s intent to borrow by 12:00 p.m.
(Chicago time) on the date it receives a timely Borrowing Notice from
Borrower.  Not later than 2:00 p.m. (Chicago time) on each Borrowing
Date, each Lender shall make available its Loan or Loans in immediately
available funds to the Administrative Agent at its address specified pursuant to
Article
XIV.  The Administrative Agent will make the funds so received
from the Lenders available to Borrower at the Administrative Agent’s aforesaid
address.

      2.8.2. Swingline.  As
Borrower desires to obtain Advances under the Swingline hereunder, Borrower
shall give the Administrative Agent and LaSalle a Borrowing Notice by not later
than 12:00 p.m. (Chicago time), on the Borrowing Date,
specifying:  (a) the Borrowing Date, which shall be a Business Day, of
such Advance, and (b) the aggregate amount of such Advance.  Each
Advance under the Swingline shall bear interest at the Floating Rate, unless
Borrower and LaSalle agree to a Negotiated Rate for a Negotiated Rate Interest
Period.  Subject to the borrowing limitations set forth in Section 2.1.2,
by 2:00 p.m. (Chicago time) on each such Borrowing Date, LaSalle agrees to make
its Advance under the Swingline to Borrower by deposit to the account of
Borrower with LaSalle.

      2.9. Conversion and Continuation
of Outstanding Advances.  Floating Rate Advances (other than an
Advance under the Swingline) shall continue as Floating Rate Advances unless and
until such Floating Rate Advances are converted into Eurodollar Advances
pursuant to this Section 2.9 or
are repaid in accordance with Section 2.7.  Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period.  Subject to the terms of Section 2.6,
Borrower may elect from time to time to convert all or any part of a Floating
Rate Advance (other than an Advance under the Swingline) into a Eurodollar
Advance.  Borrower shall give the Administrative Agent irrevocable
notice (a “Conversion/Continuation
Notice”) of each conversion of a Floating Rate Advance (other than an
Advance under the Swingline) into a Eurodollar Advance or continuation of a
Eurodollar Advance not later than 10:00 a.m. (Chicago time) at least three
Business Days prior to the date of the requested conversion or continuation,
specifying:

      
        	
                (i)  

              	
                the
      requested date, which shall be a Business Day, of such conversion or
      continuation,

              


      

      
        	
                (ii)  

              	
                the
      aggregate amount and Type of the Advance which is to be converted or
      continued, and

              


      

      
        	
                (iii)  

              	
                the
      amount of such Advance which is to be converted into or continued as a
      Eurodollar Advance and the duration of the Interest Period applicable
      thereto.

              


      

      2.10. Changes in Interest Rate,
etc.  Each Floating Rate Advance shall bear interest on the
outstanding principal amount thereof, for each day from and including the date
such Advance is made or is automatically converted from a Eurodollar Advance
into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.9,
at a rate per annum equal to the Floating Rate for such day.  Changes
in the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate.  Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of each
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Administrative Agent as
applicable to such Eurodollar Advance based upon Borrower’s selections under
Sections 2.8
and 2.9 and
otherwise in accordance with the terms hereof.  No Interest Period may
end after the Commitment Termination Date.

      2.11. Rates Applicable After
Default.  Notwithstanding anything to the contrary contained in
Section 2.8 or
2.9, during the
continuance of a Default or Unmatured Default the Required Lenders may, at their
option, by notice to Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.5 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a Eurodollar
Advance.  During the continuance of a Default the Required Lenders
may, at their option, by notice to Borrower (which notice may be revoked at the
option of the Required Lenders notwithstanding any provision of Section 8.5 requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurodollar Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 2%
per annum and (ii) each Floating Rate Advance (other than an Advance under the
Swingline) shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum and (iii) each of the Letter of
Credit fees described in Section 2.20.1 shall
be increased by 2% per annum, provided that, during
the continuance of a Default under Section 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above and the increase in the Letter of
Credit fees set forth in clause (iii) above
shall be applicable to all Advances (other than an Advance under the Swingline)
without any election or action on the part of the Administrative Agent or any
Lender.  If any Advance under the Swingline is not paid at maturity,
whether by acceleration or otherwise, or during the continuance of a Default,
LaSalle may, at its option, by written notice to Borrower and the Administrative
Agent (which notice may be revoked at LaSalle’s option notwithstanding any
provision of Section
8.5 requiring unanimous consent of the Lenders to changes in interest
rates), declare that each Swingline Advance shall bear interest at a rate per
annum equal to the otherwise applicable rate plus 2% per annum; provided that during
the continuance of a Default under Section 7.6 or 7.7, the interest
rate for all Swingline Advances shall be the rate per annum equal to the
otherwise applicable rate plus 2% per annum without any election or action on
the part of LaSalle.

      2.12. Method of
Payment.  All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, and without relief from
valuation and appraisement laws, in immediately available funds to the
Administrative Agent at the Administrative Agent’s address specified pursuant to
Article XIV, or
at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to Borrower, by noon (Chicago time) on the
date when due and shall (except in the case of (a) repayments of Swingline
Advances and (b) reimbursement obligations in respect of Letters of Credit for
which the LC Issuer has not been fully indemnified by the Lenders, or as
otherwise specifically required hereunder) be applied ratably by the
Administrative Agent among the Lenders.  Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at its address specified pursuant to Article XIV or at any
Lending Installation specified in a notice received by the Administrative Agent
from such Lender.  The Administrative Agent is hereby authorized to
charge the account of Borrower maintained with LaSalle for each payment of
principal, interest and fees as it becomes due hereunder.

      2.13. Notes; Telephonic
Notices.  Each Lender is hereby authorized to record the
principal amount of each of its Loans and each repayment on any schedule
attached to its Note, provided, however,
that neither the failure to so record nor any error in such recordation shall
affect Borrower’s obligations under such Note.  Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by an Authorized Officer.  The
Administrative Agent and any Lender may rely, without further inquiry, on all
such requests which shall have been received by it in good faith by anyone
reasonably believed to be an Authorized Officer.  Borrower agrees to
deliver promptly to the Administrative Agent a written confirmation, if such
confirmation is requested by the Administrative Agent or any Lender, of each
telephonic notice signed by an Authorized Officer.  If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall govern absent manifest error.

      2.14. Interest Payment Dates;
Interest and Fee Basis.  Interest accrued on each Floating Rate
Advance constituting a Revolving Loan Advance shall be payable on each Payment
Date, commencing with the first such date to occur after the date hereof, on any
date on which such Advance is prepaid, whether due to acceleration or otherwise,
and at maturity.  Interest accrued on each Eurodollar Advance shall be
payable on the last day of its applicable Interest Period, or any date on which
the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and on
the Commitment Termination Date.  Interest accrued on each Eurodollar
Advance having an Interest Period longer than three months shall also be payable
on the last day of each three month interval during such Interest
Period.  Interest and facility fees shall be calculated for actual
days elapsed on the basis of a 360-day year.  Interest accrued on each
Swingline Advance shall be payable on the last day of each calendar month,
commencing with the first such date to occur after the date hereof, on any date
on which the Swingline Advance is prepaid, whether by acceleration or otherwise,
and on the Commitment Termination Date.  Interest shall be payable for
the day an Advance is made but not for the day of any payment on the amount paid
if payment is received prior to noon (local time) at the place of
payment.  If any payment of principal of or interest on an Advance
shall become due on a day which is not a Business Day, then (subject to the
second proviso
of the definition of “Interest Period”) such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest in connection with such
payment.

      2.15. Notification of Advances,
Interest Rates, Prepayments and Commitment
Reductions.  Promptly after receipt thereof, the Administrative
Agent will notify each Lender of the contents of each Aggregate Commitment
reduction notice, Borrowing Notice, Conversion/Continuation Notice, and
repayment notice received by it hereunder.  The Administrative Agent
will notify each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.  Each
determination by the Administrative Agent of the applicable interest rate shall
be binding and conclusive absent manifest error.

      2.16. Lending
Installations.  Each Lender may book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Letters of
Credit at any Lending Installation selected by such Lender or the LC Issuer, as
the case may be, and may change its Lending Installation from time to
time.  All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Letters of Credit, participations in LC Obligations
and any Notes issued hereunder shall be deemed held by each Lender or the LC
Issuer, as the case may be, for the benefit of such Lending
Installation.  Each Lender and the LC Issuer may, by written notice to
the Administrative Agent and Borrower in accordance with Article XIV,
designate replacement or additional Lending Installations through which Loans
will be made by it and its participation in any LC Obligations and the LC Issuer
may book the Letters of Credit or Letters of Credit will be issued by it and for
whose account Loan payments or payments with respect to Letters of Credit are to
be made.

      2.17. Non-Receipt of Funds by the
Administrative Agent.  Unless Borrower or a Lender, as the case
may be, notifies the Administrative Agent prior to the date on which it is
scheduled to make payment to the Administrative Agent of (i) in the case of a
Lender, the proceeds of a Loan or (ii) in the case of Borrower, a payment of
principal, interest or fees to the Administrative Agent for the account of the
Lenders, that it does not intend to make such payment, the Administrative Agent
may assume that such payment has been made.  The Administrative Agent
may, but shall not be obligated to, make the amount of such payment available to
the intended recipient in reliance upon such assumption.  If such
Lender or Borrower, as the case may be, has not in fact made such payment to the
Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (y) in the case of payment by
Borrower, the interest rate applicable to the relevant Loan.

      2.18. Issuance of Letters of
Credit.  Subject to the terms and conditions hereof, the LC
Issuer agrees, upon proper submission of a Letter of Credit Application by
Borrower, to issue on behalf of the Lenders from time to time prior to the
Commitment Termination Date, Letters of Credit for the account of
Borrower.  The Letters of Credit shall have an expiration date not
later than the earlier of (i) one year after the date of issuance or (ii) five
Business Days prior to the Commitment Termination Date.  The LC
Obligations at any time outstanding shall not exceed the lesser of (a)
$50,000,000, or (b) the Aggregate Commitment less outstanding Revolving Loan
Advances less outstanding Swingline Advances.  The amount of any
Letter of Credit outstanding at any time for all purposes hereof shall be the
maximum amount which could be drawn thereunder under any circumstances from and
after the date of determination.  Each Letter of Credit issued
pursuant to this Agreement and each unreimbursed drawing thereunder shall count
as usage of the Commitments by the amount of such Letter of Credit outstanding
and each unreimbursed drawing thereunder unless and until such Letter of Credit
expires by its terms or otherwise terminates or the amount of a drawing
thereunder is reimbursed.  Each such Letter of Credit shall be issued
pursuant to a Letter of Credit Application and the Master Letter of Credit
Agreement and shall conform to the general requirements of the LC Issuer for the
issuance of such credits, as to form and substance, shall be subject to the
Uniform Customs and Practices for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, or the International
Standby Practices, International Chamber of Commerce Publication No. 590, as
applicable, and shall be a letter of credit which the LC Issuer may lawfully
issue.  If and to the extent a drawing is at any time made under any
Letter of Credit, the LC Issuer shall give notice on the day of such drawing to
Borrower, the Administrative Agent and the other Lenders of such drawing and
Borrower agrees to pay to the LC Issuer immediately and unconditionally upon
demand for reimbursement, in lawful money of the United States, an amount equal
to each amount which shall be so drawn, together with interest from the date of
such drawing to and including the date such payment is reimbursed to the LC
Issuer or converted to Revolving Loans as provided herein at a variable rate per
annum equal to the Floating Rate.  All such interest shall be
calculated on the basis of the actual number of days elapsed and a 360-day
year.  In the event that a drawing under any Letter of Credit is not
reimbursed by Borrower by 11:00 A.M. (Chicago time) on the first Business Day
after such notice to Borrower, the LC Issuer shall promptly notify the
Administrative Agent and the Lenders by 12:00 noon (Chicago time) that Advances
under the Commitments are required to reimburse the LC
Issuer.  Borrower hereby irrevocably authorizes the Lenders to
refinance, without notice to Borrower, the reimbursement obligation of Borrower
arising out of any such drawing under any Letter of Credit into Revolving Loans
(as long as notice to the Lenders that Advances under the Commitments are
required to reimburse the LC Issuer for draws under the Letters of Credit is
received prior to the Commitment Termination Date), evidenced by the Revolving
Credit Notes and for all purposes under, on and subject to the terms and
conditions of this Agreement, but without regard to the conditions precedent to
making an Advance under the Commitments or to any requirement of this Agreement
that each Revolving Advance be in a minimum amount or multiple, provided, however,
that an Advance under the Commitments in spite of Borrower’s failure to satisfy
any conditions precedent to making an Advance shall not constitute a waiver of
any Default or Unmatured Default by the Lenders.  This Agreement and
the other Loan Documents shall supersede any terms of any Letter of Credit
Application, the Master Letter of Credit Agreement or other documents which are
inconsistent with the terms hereof or thereof.  By 2:00 P.M. (Chicago
time) on the date the Lenders have received notice that Advances under the
Commitments are required to reimburse the LC Issuer for draws under the Letters
of Credit, each Lender severally agrees to make its portion of the Revolving
Loan then being made by making available to the Administrative Agent, by wire
transfer to the Administrative Agent’s main office in Chicago, Illinois, the
amount to be advanced by such Lender.  By 2:30 P.M. (Chicago time) on
such date, the Administrative Agent shall reimburse the LC Issuer, but only from
funds received by the Administrative Agent, the amount paid on Letters of Credit
that date, by wire transfer.

      2.19. Letters of Credit
Participation.  For administrative convenience, the LC Issuer
shall issue the Letters of Credit for the account of Borrower pursuant to the
arrangements set forth herein, and, the outstanding portion of each Letter of
Credit shall be deemed to utilize a Pro Rata Share of the Commitment of each
Lender.  Upon the issuance by the LC Issuer of a Letter of Credit in
accordance with Section 2.18, the LC
Issuer shall be deemed, without any further action by any party hereto, to have
unconditionally and irrevocably sold to each Lender, and each Lender shall be
deemed, without further action by any party hereto, to have unconditionally and
irrevocably purchased from the LC Issuer, a participation in such Letter of
Credit and the related LC Obligations in proportion to its Pro Rata Share, which
participation shall be funded by each Lender funding its Pro Rata Share of the
Commitments upon any drawing under any Letter of Credit not immediately
reimbursed by Borrower in accordance with Section 2.18 by
making such funds available to the Administrative Agent in accordance with Sections 2.8.1 and
2.18; and
thereafter, each such Lender shall be entitled to, and the LC Issuer or the
Administrative Agent, as applicable, shall remit to each such Lender, its
respective Pro Rata Share of any amount (including any interest thereon)
received by the LC Issuer or the Administrative Agent, as applicable, in
reimbursement of such drawing.  The LC Issuer shall furnish to such
Lenders, each time any Letter of Credit either is issued or drawn under (whether
in whole or in part), such information with respect to the Letters of Credit as
any Lender may reasonably request from time to time.  The obligations
of the Lenders to fund their respective Pro Rata Share of a Revolving Advance
for reimbursement of a draw under a Letter of Credit shall be irrevocable and
not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances (other than in the case of gross
negligence or willful misconduct of the LC Issuer):

      (a) Any lack
of validity or enforceability of this Agreement or any of the other Loan
Documents;

      (b) The
existence of any claim, set-off, defense or other right which Borrower may have
at any time against a beneficiary named in such Letter of Credit, any transferee
of such Letter of Credit (or any Person for whom any such transferee may be
acting), the Administrative Agent, the LC Issuer, any Lender, or other Person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transaction between Borrower and the beneficiary named in any such
Letter of Credit);

      (c) Any
draft, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

      (d) The
surrender or impairment of any security for the performance or observance of any
of the terms of any of the Loan Documents; or

      (e) The
occurrence of any Default or Unmatured Default.

      2.20. Compensation for Letters of
Credit.

      2.20.1. Letter of Credit
Fees.  Borrower shall pay to the Administrative Agent, for the
ratable benefit of the Lenders in accordance with their Pro Rata Shares (i)
Letter of Credit fees equal to the Applicable Margin for Eurodollar Advances per
annum of the undrawn stated amount of each standby Letter of Credit, payable in
arrears and (ii) Letter of Credit fees on the face amount of each commercial
Letter of Credit based on the LC Issuer’s then current standard fee schedule,
payable at the time of issuance.  The Letter of Credit fees will be
allocated among the Lenders in accordance with their respective Pro Rata Shares
and will be remitted to the other Lenders by the Administrative Agent on the
first day of each calendar quarter with respect to Letters of Credit issued
during the preceding calendar quarter.  In addition, the LC Issuer
shall be entitled to charge Borrower and retain for its own account a servicing
fee of one-eighth percent (1/8%) per annum of each standby Letter of Credit and
the LC Issuer’s standard servicing fee for each commercial Letter of Credit and
a negotiating fee of one-eighth percent (1/8%) for drafts of Letters of Credit
presented for payment.  The Applicable Margin for Eurodollar Advances
and the other per annum fees payable under this Section 2.20 shall be
calculated on the basis of the actual number of days elapsed and a 360-day
year.  Borrower authorizes the LC Issuer to collect such fees by
deducting the amount thereof from the deposit account of Borrower.

      2.20.2. Additional Letter of Credit
Fees.  In addition to the foregoing Letter of Credit fees,
Borrower shall pay to the LC Issuer, for the LC Issuer’s own account, the LC
Issuer’s reasonable and customary costs of issuing, servicing and negotiating
draws under letters of credit.

      2.21. Reimbursement of Letters of
Credit.  The obligation of Borrower to reimburse any drawing
under any Letter of Credit shall be absolute, unconditional and irrevocable and
shall be paid and performed strictly in accordance with the terms of this
Agreement under all circumstances, other than in the case of gross negligence or
willful misconduct of the Administrative Agent, the LC Issuer or a Lender,
including, without limitation, the following:

      (a) Any lack
of validity or enforceability of any Letter of Credit, or any Loan
Document;

      (b) Any
amendment or waiver of or consent to departure from the terms of any Letter of
Credit, or any Loan Document;

      (c) The
existence of any claim, set-off, defense or other right which Borrower may have
at any time against the beneficiary or any Letter of Credit, any transferee of
any Letter of Credit, the Lenders, the LC Issuer, the Administrative Agent or
any other Person, whether in connection with the Loan Documents, such Letter of
Credit, or any unrelated transaction;

      (d) Any
statement, draft or other document presented under any Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect
whatsoever;

      (e) The
surrender or impairment of any security for the performance or observance of the
terms of the Loan Documents or such Letter of Credit; or

      (f) Any
circumstance, happening or admission whatsoever, whether or not similar to any
of the foregoing, including, without limitation, those matters described
below.

      The
beneficiaries of each Letter of Credit shall be deemed to be the agents of
Borrower, and except as expressly set forth herein, Borrower assumes all risks
for their acts, omissions, or misrepresentations.  Neither the LC
Issuer nor any of its Affiliates or correspondents shall be responsible for (a)
the validity, sufficiency, truthfulness or genuineness of any document required
to draw under the Letters of Credit even if such document should in fact prove
to be in any or all respects invalid, insufficient, fraudulent or forged, (b)
the failure of any draft to bear reference or adequate reference to such Letter
of Credit or failure of any Person to note the amount of any draft on such
Letter of Credit or to surrender or take up such Letter of Credit or (c) errors,
omissions, interruptions, or delays in transmission or delivery of any messages
or documents, provided, however,
that Borrower shall have a claim against the LC Issuer, and the LC Issuer shall
be liable to Borrower, to the extent of any compensatory, as opposed to
consequential, damages suffered by Borrower which Borrower proves were caused by
(i) the LC Issuer’s failure to act in good faith or to observe general banking
usage in connection with the Letter of Credit or failure to examine documents
presented under such Letter of Credit with care to determine whether they comply
with the terms of such Letter of Credit (it being understood that the LC Issuer
assumes no liability or responsibility for the genuineness, falsification or
effect of any document which appears on such examination to be regular on its
face) or (ii) the gross negligence or willful misconduct of the LC
Issuer.  Without limiting the generality of the foregoing, Borrower
agrees that any action taken by the LC Issuer or any of its Affiliates or
correspondents under or in connection with any Letter of Credit, if taken in
good faith and without gross negligence, shall be binding upon Borrower and
shall not put the LC Issuer or any such Affiliates or correspondents under any
such resulting liability to Borrower.  The LC Issuer shall not be
liable for action or failure to take action under or in connection with any
Letter of Credit except for any such action or failure to take action which
constitutes gross negligence or willful misconduct.  The LC Issuer
shall not be liable for consequential damages in connection with any Letter of
Credit.  The LC Issuer is expressly hereby authorized to honor any
request for payment which is made under or in compliance with the terms of any
Letter of Credit without regard to, and without any duty on its part to inquire
into, the existence of any disputes or controversies between Borrower and any
beneficiary of any Letter of Credit or any other Person or into respective
rights, duties or liabilities of any of them or whether any facts or occurrences
represented in any of the documents presented under any Letter of Credit are
true and correct.  No Person, other than the parties hereto, shall
have any rights of any nature under this Agreement or by reason
hereof.  In no event shall the LC Issuer’s reliance and payment
against documents presented under a Letter of Credit appearing on its face to
substantially comply with the terms thereof be deemed to constitute gross
negligence or willful misconduct.

      2.22. Use of
Proceeds.  The proceeds of Advances under the Revolving Loans
shall be used for general corporate purposes not prohibited by this
Agreement.  The proceeds of Advances under the Swingline shall be used
for general corporate purposes not prohibited by this Agreement.

      2.23. Increases in Aggregate
Commitment.  So long as no Default or Unmatured Default exists
or would result therefrom, Borrower may, from time to time, by means of a letter
delivered to the Administrative Agent substantially in the form of Exhibit F, and
acknowledged by Guarantor, request that the Aggregate Commitment be increased to
up to $330,000,000 (less the amount of any previous reductions of the Aggregate
Commitment pursuant to Section 2.5 above) by
(a) increasing the Commitment of one or more Lenders that have agreed to such
increase and/or (b) adding one or more commercial banks or other Persons as a
party hereto (each an “Additional Lender”)
with a Commitment in an amount agreed to by any such Additional Lender; provided that no
Additional Lender shall be added as a party hereto without the written consent
of the Administrative Agent (which shall not be unreasonably
withheld).  Any increase in the Aggregate Commitment pursuant to this
Section 2.23
shall, subject to the satisfaction of the conditions precedent referred to
below, be effective three Business Days after the date on which the
Administrative Agent has received and accepted the applicable increase letter in
the form of Annex 1 to Exhibit F (in the
case of an increase in the Commitment of an existing Lender) or assumption
letter in the form of Annex 2 to Exhibit F (in the
case of the addition of an Additional Lender).  The effectiveness of
each such increase to the Aggregate Commitment shall be subject to the
conditions precedent that the Administrative Agent shall have received each of
the following documents, each dated the effective date of such increase (or such
other date as shall be reasonably acceptable to the Administrative Agent): (a)
certified copies of resolutions of the board of directors of Borrower approving
such increase to the Aggregate Commitment, in form and substance reasonably
acceptable to the Administrative Agent, and (b) such other documents, opinions
of counsel and certificates as the Administrative Agent may reasonably request,
each in form and substance reasonably acceptable to the Administrative
Agent.  The Administrative Agent shall promptly notify Borrower and
the Lenders of the effectiveness of any increase in the amount of the Aggregate
Commitment pursuant to this Section 2.23 and of
the Commitment of each Lender after giving effect thereto.  Borrower
acknowledges that, in order to maintain Advances in accordance with each
Lender’s pro rata share of all outstanding Advances prior to any increase in the
Aggregate Commitment pursuant to this Section 2.23, a
reallocation of the Commitments as a result of a non-pro-rata increase in the
Aggregate Commitment may require prepayment of all or portions of certain
Advances on the date of such increase (and any such prepayment shall be subject
to the provisions of Section
3.4).

      2.24. Extension of Commitment
Termination Date.

      2.24.1. Borrower
may request a one year extension of the then-scheduled Commitment Termination
Date by submitting a request for an extension to the Administrative Agent (an
“Extension
Request”) no more than 90 days prior to any anniversary of the date of
this Agreement; provided that
Borrower may make no more than two such requests.  Any Extension
Request shall specify the date (which must be at least 30 days after the
Extension Request is delivered to the Administrative Agent) as of which the
Lenders must respond to such Extension Request (the “Response
Date”).  Promptly upon receipt of an Extension Request, the
Administrative Agent shall notify each Lender of the contents
thereof.  Each Lender shall, not later than the Response Date for any
Extension Request, deliver a written response to the Administrative Agent
approving or rejecting such Extension Request (and any Lender that fails to
deliver such a response by the Response Date shall be deemed to have rejected
such Extension Request).  If Lenders that have Pro Rata Shares of more
than 50% approve an Extension Request (which approval shall be at the sole
discretion of each Lender), then the scheduled Commitment Termination Date for
each such approving Lender shall be extended to the date that is one year after
the previously scheduled Commitment Termination Date (but the scheduled
Commitment Termination Date for each other Lender shall remain
unchanged).  If Lenders that have Pro Rata Shares of 50% or more
reject an Extension Request, then the Commitment Termination Date for all
Lenders shall remain unchanged.

      2.24.2. If a
Lender does not approve an Extension Request (any such Lender, a “Non-Consenting
Lender”), Borrower may elect to replace such Non-Consenting Lender as a
Lender party to this Agreement, provided that no
Default or Unmatured Default shall have occurred and be continuing at the time
of such replacement, and provided further that,
concurrently with such replacement, another bank or other entity reasonably
satisfactory to Borrower, the LC Issuer and the Administrative Agent shall enter
into an assignment agreement substantially in the form of Exhibit E in
compliance with the requirements of Section
12.3.

      2.24.3. Notwithstanding
the foregoing, no extension of the Commitment Termination Date pursuant to this
Section 2.24
shall become effective as to any Lender unless (a) no Default or Unmatured
Default shall have occurred and be continuing as of the date of such extension;
and (b) the representations and warranties in Article V shall be
true and correct as of the date of such extension (except to the extent that any
such representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty shall be true and
correct as of such specific date).

      ARTICLE
III


      YIELD PROTECTION;
TAXES

      3.1. Yield
Protection.  If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or the LC
Issuer or applicable Lending Installation with any request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency:

      
        	
                (i)  

              	
                subjects
      any Lender or any applicable Lending Installation or the LC Issuer to any
      Taxes, or changes the basis of taxation of payments (other than with
      respect to Excluded Taxes) to any Lender or the LC Issuer in respect of
      its Eurodollar Loans, Letters of Credit or participations therein,
      or

              


      

      
        	
                (ii)  

              	
                imposes
      or increases or deems applicable any reserve, assessment, insurance
      charge, special deposit or similar requirement against assets of, deposits
      with or for the account of, or credit extended by, any Lender or any
      applicable Lending Installation or the LC Issuer (other than reserves and
      assessments taken into account in determining the interest rate applicable
      to Eurodollar Advances), or

              


      

      
        	
                (iii)  

              	
                imposes
      any other condition the result of which is to increase the cost to any
      Lender or any applicable Lending Installation or the LC Issuer of making,
      funding or maintaining its Eurodollar Loans, or of issuing or
      participating in Letters of Credit, or reduces any amount receivable by
      any Lender or any applicable Lending Installation or the LC Issuer in
      connection with its Eurodollar Loans, Letters of Credit or participations
      therein, or requires any Lender or any applicable Lending Installation or
      the LC Issuer to make any payment calculated by reference to the amount of
      Eurodollar Loans, Letters of Credit or participations therein held or
      interest or fees received by it, by an amount deemed material by such
      Lender, or the LC Issuer, as the case may
be,

              


      

      and the
result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment, or of issuing or
participating in Letters of Credit, or to reduce the return received by such
Lender or applicable Lending Installation or the LC Issuer, as the case may be,
in connection with such Eurodollar Loans, Commitment or Letters of Credit or
participations therein, then, within 15 days of demand by such Lender or the LC
Issuer, as the case may be, Borrower shall pay such Lender or the LC Issuer, as
the case may be, such additional amount or amounts as will compensate such
Lender or the LC Issuer, as the case may be, for such increased cost or
reduction in amount received.

      3.2. Changes in Capital Adequacy
Regulations.  If a Lender or the LC Issuer determines the
amount of capital required or expected to be maintained by such Lender or the LC
Issuer, any Lending Installation of such Lender or the LC Issuer or any
corporation controlling such Lender or the LC Issuer is increased as a result of
a Change, then, within 15 days of demand by such Lender or the LC Issuer,
Borrower shall pay such Lender or the LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the LC Issuer determines is attributable
to this Agreement, its Loans, Letters of Credit (or participations therein) or
its Commitment to make Loans and issue or participate in Letters of Credit, as
the case may be, hereunder (after taking into account such Lender’s or the LC
Issuer’s policies as to capital adequacy).  “Change” means (i) any
change after the date of this Agreement in the Risk-Based Capital Guidelines or
(ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or the LC Issuer or any Lending Installation or any
corporation controlling any Lender or the LC Issuer.  “Risk-Based Capital
Guidelines” means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices entitled
“International Convergence of Capital Measurements and Capital Standards,”
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

      3.3. Availability of Types of
Advances.  If (i) any Lender determines that maintenance of its
Eurodollar Loans at a suitable Lending Installation would violate any applicable
law, rule, regulation, or directive, whether or not having the force of law, or
(ii) the Required Lenders determine that (a) deposits of a type and maturity
appropriate to match fund Eurodollar Advances are not available or (b) the
interest rate applicable to a Type of Advance does not accurately reflect the
cost of making or maintaining such Advance, then the Administrative Agent shall
suspend the availability of the affected Type of Advance and, in the case of
clause (i), require any affected Eurodollar Advances to be repaid or converted
to Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

      3.4. Funding
Indemnification.  If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable Interest Period, whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date specified by Borrower for any reason other than default by the
Lenders, Borrower will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

      3.5. Taxes.

      
        	
                (i)  

              	
                All
      payments by Borrower to or for the account of any Lender, the LC Issuer or
      the Administrative Agent hereunder or under any Note or Letter of Credit
      Application shall be made free and clear of and without deduction for any
      and all Taxes.  If Borrower shall be required by law to deduct
      any Taxes from or in respect of any sum payable hereunder to any Lender,
      the LC Issuer or the Administrative Agent, (a) the sum payable shall be
      increased as necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
      Section 3.5)
      such Lender, the LC Issuer or the Administrative Agent (as the case may
      be) receives an amount equal to the sum it would have received had no such
      deductions been made, (b) Borrower shall make such deductions, (c)
      Borrower shall pay the full amount deducted to the relevant authority in
      accordance with applicable law and (d) Borrower shall furnish to the
      Administrative Agent the original copy of a receipt evidencing payment
      thereof within 30 days after such payment is
  made.

              


      

      
        	
                (ii)  

              	
                In
      addition, Borrower hereby agrees to pay any present or future stamp or
      documentary taxes and any other excise or property taxes, charges or
      similar levies which arise from any payment made hereunder or under any
      Note or Letter of Credit Application or from the execution or delivery of,
      or otherwise with respect to, this Agreement or any Note or Letter of
      Credit Application (“Other
      Taxes”).

              


      

      
        	
                (iii)  

              	
                Borrower
      hereby agrees to indemnify the Administrative Agent, the LC Issuer and
      each Lender for the full amount of Taxes or Other Taxes (including,
      without limitation, any Taxes or Other Taxes imposed on amounts payable
      under this Section 3.5)
      paid by the Administrative Agent, the LC Issuer or such Lender and any
      liability (including penalties, interest and expenses) arising therefrom
      or with respect thereto.  Payments due under this
      indemnification shall be made within 30 days of the date the
      Administrative Agent, the LC Issuer or such Lender makes demand therefor
      pursuant to Section 3.6.

              


      

      
        	
                (iv)  

              	
                To
      the extent permitted by applicable law, each Lender that is not a United
      States person within the meaning of Code section 7701(a)(30) (a “Non-U.S.
      Lender”) shall deliver to Borrower and the Administrative Agent on
      or prior to the date hereof (or in the case of a Lender that is a
      Purchaser, on the date of such assignment to such Lender) two accurate and
      complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or
      any successor or other applicable form prescribed by the IRS) certifying
      to such Lender’s entitlement to a complete exemption from, or a reduced
      rate in, United States withholding tax on interest payments to be made
      hereunder or any Loan.  If a Lender that is a Non-U.S. Lender is
      claiming a complete exemption from withholding on interest pursuant to
      Sections 871(h) or 881(c) of the Code, the Lender shall deliver (along
      with two accurate and complete original signed copies of IRS Form W-8BEN)
      a certificate in form and substance reasonably acceptable to Agent (any
      such certificate, a “Withholding
      Certificate”).  In addition, each Lender that is a
      Non-U.S. Lender agrees that from time to time after the date hereof, (or
      in the case of a Lender that is a Purchaser, after the date of the
      assignment to such Lender), when a lapse in time (or change in
      circumstances occurs) renders the prior certificates hereunder obsolete or
      inaccurate in any material respect, such Lender shall, to the extent
      permitted under applicable law, deliver to Borrower and the Administrative
      Agent two new and accurate and complete original signed copies of an IRS
      Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms
      prescribed by the IRS), and if applicable, a new Withholding Certificate,
      to confirm or establish the entitlement of such Lender or the
      Administrative Agent to an exemption from, or reduction in, United States
      withholding tax on interest payments to be made hereunder or any
      Loan.

              


      

      
        	
                (v)  

              	
                Each
      Lender that is not a Non-U.S. Lender (other than any such Lender which is
      taxed as a corporation for U.S. federal income tax purposes) shall provide
      two properly completed and duly executed copies of IRS Form W-9 (or any
      successor or other applicable form) to Borrower and the Administrative
      Agent certifying that such Lender is exempt from United States backup
      withholding tax.  To the extent that a form provided pursuant to
      this Section
      3.5(v) is rendered obsolete or inaccurate in any material respects
      as result of change in circumstances with respect to the status of a
      Lender, such Lender shall, to the extent permitted by applicable law,
      deliver to Borrower and the Administrative Agent revised forms necessary
      to confirm or establish the entitlement to such Lender’s or Agent’s
      exemption from United States backup withholding
  tax.

              


      

      
        	
                (vi)  

              	
                For
      any period during which a Lender has failed to provide Borrower with an
      appropriate form pursuant to clause (iv) or
      (v),
      above (unless such failure is due to a change in treaty, law or
      regulation, or any change in the interpretation or administration thereof
      by any governmental authority, occurring subsequent to the date on which a
      form originally was required to be provided), such Lender shall not be
      entitled to indemnification under this Section 3.5
      with respect to Taxes imposed by the United States; provided that, should a
      Lender which is otherwise exempt from or subject to a reduced rate of
      withholding tax become subject to Taxes because of its failure to deliver
      a form required under clause (iv) or
      (v),
      above, Borrower shall take such steps as such Lender shall reasonably
      request to assist such Lender to recover such
  Taxes.

              


      

      
        	
                (vii)  

              	
                Any
      Lender that is entitled to an exemption from or reduction of withholding
      tax with respect to payments under this Agreement or any Note pursuant to
      the law of any relevant jurisdiction or any treaty shall deliver to
      Borrower (with a copy to the Administrative Agent), at the time or times
      prescribed by applicable law, such properly completed and executed
      documentation prescribed by applicable law as will permit such payments to
      be made without withholding or at a reduced
  rate.

              


      

      
        	
                (viii)  

              	
                Each
      Lender agrees to indemnify the Administrative Agent and hold the
      Administrative Agent harmless for the full amount of any and all present
      or future Taxes and related liabilities (including penalties, interest,
      additions to tax and expenses, and any Taxes imposed by any jurisdiction
      on amounts payable to the Administrative Agent under this Section 3.5)
      which are imposed on or with respect to principal, interest or fees
      payable to such Lender hereunder and which are not paid by Borrower
      pursuant to this Section 3.5,
      whether or not such Taxes or related liabilities were correctly or legally
      asserted.  This indemnification shall be made within 30 days
      from the date the Administrative Agent makes written demand
      therefor.

              


      

      
        	
                (ix)  

              	
                If
      the IRS or any other governmental authority of the United States or any
      other country or any political subdivision thereof asserts a claim that
      the Administrative Agent did not properly withhold tax from amounts paid
      to or for the account of any Lender (because the appropriate form was not
      delivered or properly completed, because such Lender failed to notify the
      Administrative Agent of a change in circumstances which rendered its
      exemption from withholding ineffective, or for any other reason), such
      Lender shall indemnify the Administrative Agent fully for all amounts
      paid, directly or indirectly, by the Administrative Agent as tax,
      withholding therefor, or otherwise, including penalties and interest, and
      including taxes imposed by any jurisdiction on amounts payable to the
      Administrative Agent under this subsection, together with all costs and
      expenses related thereto (including attorneys’ fees and time charges of
      attorneys for the Administrative Agent, which attorneys may be employees
      of the Administrative Agent).  The obligations of the Lenders
      under this Section 3.5(ix)
      shall survive the payment of the Obligations and termination of this
      Agreement.

              


      

      3.6. Lender Statements; Survival
of Indemnity.  To the extent reasonably possible and upon the
request of Borrower, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so
long as such designation is not, in the judgment of such Lender, disadvantageous
to such Lender.  Each Lender shall deliver a written statement of such
Lender to Borrower (with a copy to the Administrative Agent) as to the amount
due, if any, under Section 3.1,
3.2, 3.4 or 3.5.  Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on Borrower in the absence of manifest error.  Determination
of amounts payable under such Sections in connection with a Eurodollar Loan
shall be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not.  Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by Borrower of such written
statement.  The obligations of Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

      3.7. Replacement of
Lenders.  If the Borrower is required to pay any additional
amount to any Lender or any governmental authority for the account of any Lender
pursuant to Section 3.5,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 12.3),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent and the LC Issuer, which consents shall not unrea­sonably be withheld
or delayed, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and participations in Letters of Credit,
LC Obligations and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) such assignment will result in a
reduction in payments made under Section
3.5.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require
such  assignment and delegation cease to apply.

      ARTICLE
IV

      CONDITIONS
PRECEDENT

      4.1. Initial Credit
Extension.  The Lenders and the LC Issuer shall not be required
to make the initial Credit Extension hereunder unless Borrower has furnished to
the Administrative Agent (with sufficient copies for the Lenders, in the case of
all documents):

      
        	
                (i)  

              	
                Copies
      of the articles or certificate of incorporation of Borrower and Guarantor,
      together with all amendments, and a certificate of existence, each
      certified by the appropriate governmental officer in its jurisdiction of
      incorporation.

              


      

      
        	
                (ii)  

              	
                Copies,
      certified by the Secretary or Assistant Secretary of Borrower and
      Guarantor, of its by-laws and of its Board of Directors’ resolutions and
      of resolutions or actions of any other body authorizing the execution of
      the Loan Documents.

              


      

      
        	
                (iii)  

              	
                An
      incumbency certificate, executed by the Secretary or Assistant Secretary
      of Borrower and Guarantor, which shall identify by name and title and bear
      the signatures of the Authorized Officers and any other officers of
      Borrower and Guarantor authorized to sign the Loan Documents, upon which
      certificate the Administrative Agent and the Lenders shall be entitled to
      rely until informed of any change in writing by Borrower or
      Guarantor.

              


      

      
        	
                (iv)  

              	
                A
      certificate, signed by the chief financial officer or treasurer of
      Borrower, stating that on the initial Borrowing Date no Default or
      Unmatured Default has occurred and is
  continuing.

              


      

      
        	
                (v)  

              	
                A
      written opinion of Borrower’s and Guarantor’s counsel, addressed to the
      Administrative Agent, the Lenders and LC Issuer in the form approved by
      the Administrative Agent.

              


      

      
        	
                (vi)  

              	
                Revolving
      Credit Notes payable to the order of each of the Lenders and the Credit
      Note payable to the order of
LaSalle.

              


      

      
        	
                (vii)  

              	
                Written
      money transfer instructions, in substantially the form of Exhibit D,
      addressed to the Administrative Agent and signed by an Authorized Officer,
      together with such other related money transfer authorizations as the
      Administrative Agent may have reasonably
  requested.

              


      

      
        	
                (viii)  

              	
                The
      insurance certificate described in Section 5.18.

              


      

      
        	
                (ix)  

              	
                The
      fees due and payable in accordance with the Fee
  Letters.

              


      

      
        	
                (x)  

              	
                Evidence
      that the Existing Credit Agreement has been terminated, and that all
      amounts outstanding thereunder have been paid in
  full.

              


      

      
        	
                (xi)  

              	
                Such
      other documents as any Lender or its counsel may have reasonably
      requested.

              


      

      4.2. Each Credit
Extension.  The Lenders and the LC Issuer shall not (except as
otherwise set forth in Section 2.3 with
respect to Revolving Loan Advances for the purpose of repaying Swingline
Advances) be required to make any Credit Extension, unless on the applicable
Borrowing Date:

      
        	
                (i)  

              	
                There
      exists no Default or Unmatured
Default.

              


      

      
        	
                (ii)  

              	
                The
      representations and warranties contained in Article V are
      true and correct as of such Borrowing Date except to the extent any such
      representation or warranty is stated to relate solely to an earlier date,
      in which case such representation or warranty shall have been true and
      correct on and as of such earlier date; provided that
      this Section
      4.2(ii) shall not apply to the representations and warranties set
      forth in Section
      5.5, clause (i) of
      the first sentence of Section 5.7,
      the second sentence of Section 5.7 and
      Section
      5.16.

              


      

      Each
Borrowing Notice or Letter of Credit Application with respect to each such
Credit Extension shall constitute a representation and warranty by Borrower that
the conditions contained in Sections 4.2(i) and
(ii) have been
satisfied.  Any Lender or the LC Issuer may require a duly completed
compliance certificate in substantially the form of Exhibit C as a
condition to making a Credit Extension.

      ARTICLE
V


      REPRESENTATIONS AND
WARRANTIES

      Each of
Borrower and Guarantor represents and warrants to the Lenders that:

      5.1. Existence and
Standing.  Each of Guarantor, Borrower and each Subsidiary of
Borrower is a corporation, partnership (in the case of Subsidiaries only) or
limited liability company duly incorporated or organized, as the case may be,
validly existing and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or organization and
has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

      5.2. Authorization and
Validity.  Each of Borrower and Guarantor has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder.  The execution
and delivery by each of Borrower and Guarantor of the Loan Documents to which it
is a party and the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Loan Documents to which each
of Borrower and Guarantor is a party constitute legal, valid and binding
obligations of Borrower and Guarantor enforceable against Borrower and Guarantor
in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally.

      5.3. No Conflict; Government
Consent.  Neither the execution or delivery by Borrower and
Guarantor of the Loan Documents to which it is a party, nor the consummation of
the transactions therein contemplated, nor compliance with the provisions
thereof will violate (i) any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on Borrower, Guarantor or any of their
Subsidiaries, (ii) Borrower’s, Guarantor’s or any of their Subsidiary’s articles
or certificate of incorporation, partnership agreement, certificate of
partnership, articles or certificate of organization, by-laws, or operating or
other management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which Borrower, Guarantor or any of their
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of
Borrower, Guarantor or a Subsidiary pursuant to the terms of any such indenture,
instrument or agreement.  No order, consent, adjudication, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any governmental or public
body or authority, or any subdivision thereof, which has not been obtained by
Borrower, Guarantor or any of their Subsidiaries, is required to be obtained by
Borrower, Guarantor or any of their Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by Borrower of the Obligations or the
legality, validity, binding effect or enforceability of any of the Loan
Documents.

      5.4. Financial
Statements.  The December 31, 2004 consolidated financial
statements of Guarantor and its Subsidiaries heretofore delivered to the Lenders
were prepared in accordance with generally accepted accounting principles in
effect on the date such statements were prepared and fairly present the
consolidated financial condition and operations of Guarantor and its
Subsidiaries at such date and the consolidated results of their operations for
the period then ended.

      5.5. Material Adverse
Change.  Since December 31, 2004 there has been no change in
the business, Property, prospects, condition (financial or otherwise) or results
of operations of Guarantor and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

      5.6. Taxes.  Guarantor
and its Subsidiaries have filed all United States federal tax returns and all
other tax returns which are required to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment received by Guarantor or
any of its Subsidiaries, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided in accordance
with Agreement Accounting Principles and as to which no Lien
exists.  The Federal income tax liabilities of Indiana Energy, Inc.,
and its Subsidiaries, a predecessor of Guarantor, and SIGCORP, Inc., and its
Subsidiaries, a predecessor of Guarantor, have been finally determined (whether
by reason of completed audits or the statute of limitations having run) for all
fiscal years up to and including the fiscal years ended March 31, 2000 and
December 31, 1999, respectively.  No tax Liens have been filed and no
claims are being asserted with respect to any such taxes.  The
charges, accruals and reserves on the books of Guarantor and its Subsidiaries in
respect of any taxes or other governmental charges are adequate.

      5.7. Litigation and Contingent
Obligations.  Except as set forth on Schedule 5.7, there
is no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their officers, threatened against or
affecting Guarantor or any of its Subsidiaries which (i) could reasonably be
expected to have a Material Adverse Effect or (ii) seeks to prevent, enjoin or
delay the making of any Credit Extensions.  Other than any liability
incident to any litigation, arbitration or proceeding which (i) could not
reasonably be expected to have a Material Adverse Effect,  (ii) is
disclosed in the Form 10-K of Guarantor for the fiscal year ended December 31,
2004 or (iii) is permitted by Section 6.11 or (iv)
is set forth on Schedule 5.7 or Schedule 5.14,
Guarantor has no material Contingent Obligations (other than guarantees of
obligations (other than Indebtedness) of Subsidiaries, which obligations are not
prohibited by this Agreement).

      5.8. Subsidiaries.  Schedule 5.8 contains
an accurate list of all Subsidiaries of Borrower as of the date of this
Agreement, setting forth their respective jurisdictions of organization and the
percentage of their respective capital stock or other ownership interests owned
by Borrower or other Subsidiaries.  All of the issued and outstanding
shares of capital stock or other ownership interests of such Subsidiaries have
been (to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and
non-assessable.

      5.9. ERISA.  Neither
Guarantor nor any other member of the Controlled Group has incurred, or is
reasonably expected to incur, any withdrawal liability to Multiemployer Plans
that would reasonably be expected to have a Material Adverse
Effect.  Each Plan complies in all material respects with all
applicable requirements of law and regulations, no Reportable Event has occurred
with respect to any Plan, neither Guarantor nor any other member of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.

      5.10. Accuracy of
Information.  No information, exhibit or report furnished by
Guarantor or any of its Subsidiaries to the Administrative Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

      5.11. Regulation
U.  Margin stock (as defined in Regulation U) constitutes less
than 25% of the value of those assets of Guarantor and its Subsidiaries which
are subject to any limitation on sale, pledge, or other restriction
hereunder.

      5.12. Material
Agreements.  Neither Guarantor nor any Subsidiary is a party to
any agreement or instrument or subject to any charter or other corporate
restriction which could reasonably be expected to have a Material Adverse
Effect.  Neither Guarantor nor any Subsidiary thereof is in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in (i) any agreement to which it is a party, which
default could reasonably be expected to have a Material Adverse Effect or (ii)
any agreement or instrument evidencing or governing Indebtedness.

      5.13. Compliance With
Laws.  Guarantor and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic
or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property except for any failure to comply with any of the
foregoing which could not reasonably be expected to have a Material Adverse
Effect.

      5.14. Ownership of
Properties.  Except as set forth on Schedule 5.14, on the
date of this Agreement, Guarantor and its Subsidiaries will have good title,
free of all Liens other than those permitted by Section 6.15, to
all of the Property and assets reflected in Guarantor’s most recent consolidated
financial statements provided to the Administrative Agent as owned by Guarantor
and its Subsidiaries.

      5.15. Plan Assets; Prohibited
Transactions.  Borrower is not an entity deemed to hold “plan
assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit
plan (as defined in Section 3(3) of ERISA) which is subject to Title I of
ERISA or any plan (within the meaning of Section 4975 of the Code), and
neither the execution of this Agreement nor the making of Credit Extensions
hereunder gives rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

      5.16. Environmental
Matters.  In the ordinary course of its business, the officers
of Guarantor consider the effect of Environmental Laws on the business of
Guarantor and its Subsidiaries, in the course of which they identify and
evaluate potential risks and liabilities accruing to Guarantor due to
Environmental Laws.  On the basis of this consideration, Guarantor has
concluded that, except as set forth on Schedule 5.16,
Environmental Laws cannot reasonably be expected to have a Material Adverse
Effect.  Except as set forth on Schedule 5.16,
neither Guarantor nor any of its Subsidiaries has received any notice to the
effect that its operations are not in material compliance with any of the
requirements of applicable Environmental Laws or are the subject of any federal
or state investigation evaluating whether any remedial action is needed to
respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

      5.17. Investment Company
Act.  Neither Guarantor nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, within the
meaning of the Investment Company Act of 1940, as amended.

      5.18. Insurance.  The
certificate signed by the President, Chief Financial Officer, Secretary or
Treasurer of Borrower, that attests to the existence and adequacy of, and
summarizes, the property and casualty insurance program carried by Borrower with
respect to itself and its Subsidiaries and that has been furnished by Borrower
to the Administrative Agent and the Lenders, is complete and
accurate.  This summary includes the insurer’s or insurers’ name(s),
policy number(s), expiration date(s), amount(s) of coverage, type(s) of
coverage, exclusion(s), and deductibles.  This summary also includes
similar information, and describes any reserves, relating to any self-insurance
program that is in effect.

      5.19. Solvency.

      (a) Immediately
after the consummation of the transactions to occur on the date hereof and
immediately following the making of each Loan, if any, made on the date hereof
and after giving effect to the application of the proceeds of such Loans, (a)
the fair value of the assets of Guarantor and its Subsidiaries on a consolidated
basis, at a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of Guarantor and its Subsidiaries on a consolidated
basis; (b) the present fair saleable value of the property of Guarantor and its
Subsidiaries on a consolidated basis will be greater than the amount that will
be required to pay the probable liability of Guarantor and its Subsidiaries on a
consolidated basis on their debts and other liabilities, subordinated, continent
or otherwise, as such debts and other liabilities become absolute and matured;
(c) Guarantor and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) Guarantor and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

      (b) Guarantor
does not intend to, or to permit any of its Subsidiaries to, and does not
believe that it or any of its Subsidiaries will, incur debts beyond its ability
to pay such debts as they mature, taking into account the timing of and amounts
of cash to be received by it or any such Subsidiary and the timing of the
amounts of cash to be payable on or in respect of its Indebtedness or the
Indebtedness of any such Subsidiary.

      5.20. Public Utility Holding
Company Act.  Neither Borrower nor any Subsidiary is a “holding
company” or a “subsidiary company” of a “holding company”, or an “affiliate” of
a “holding company” or of a “subsidiary company” of a “holding company”, within
the meaning of the Public Utility Holding Company Act of 1935, as amended, and
the Form U-3A-2/A of Guarantor filed with the Securities and Exchange Commission
on August 23, 2004 was filed in good faith.

      5.21. Reportable
Transaction.  Borrower does not intend to treat the Advances
and related transactions as being a “reportable transaction” (within the meaning
of Treasury Regulation Section 1.6011-4).  In the event Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof.

      5.22. Existing Credit
Agreement.  All indebtedness under the Existing Credit
Agreement has been repaid in full, all commitments thereunder have been
terminated and such agreement and other related loan documents have been
terminated.

      ARTICLE
VI


      COVENANTS

      Until the
Obligations are paid in full, and so long as any Commitment is outstanding,
unless the Required Lenders shall otherwise consent in writing:

      6.1. Financial
Reporting.  Guarantor will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and Guarantor and/or Borrower
will furnish to the Lenders:

      
        	
                (i)  

              	
                Within
      90 days after the close of each of its fiscal years, (a) an unqualified
      audit report certified by independent certified public accountants
      acceptable to the Lenders, prepared in accordance with Agreement
      Accounting Principles on a consolidated basis for Guarantor and its
      Subsidiaries, including balance sheets as of the end of such period,
      related statements of income and retained earnings, and a statement of
      cash flows, accompanied by any management letter prepared by said
      accountants and (b) unaudited financial statements for Borrower and its
      Subsidiaries, prepared in accordance with Agreement Accounting Principles
      on a consolidated basis for Borrower and its Subsidiaries, including
      balance sheets as of the end of such period, related profit and loss and
      reconciliation of surplus statements and a statement of cash
      flows.

              


      

      
        	
                (ii)  

              	
                Within
      45 days after the close of the first three quarterly periods of each of
      its fiscal years, for Guarantor and its Subsidiaries either (i) a
      consolidated unaudited balance sheet as at the close of each such period
      and consolidated statements of income and retained earnings and a
      statement of cash flows for the period from the beginning of such fiscal
      year to the end of such quarter, all certified by Guarantor’s chief
      financial officer or (ii) if Guarantor is then a “registrant” within the
      meaning of Rule 1-01 of Regulation S-X of the Securities and Exchange
      Commission and required to file a report on Form 10-Q with the Securities
      and Exchange Commission, a copy of Guarantor’s report on Form 10-Q for
      such quarterly period.

              


      

      
        	
                (iii)  

              	
                Together
      with the financial statements required under Sections 6.1(i)
      and (ii),
      a compliance certificate in substantially the form of Exhibit C
      signed by its Chief Financial Officer or Treasurer showing the
      calculations necessary to determine compliance with this Agreement and
      stating that No Default or Unmatured Default exists, or if any Default or
      Unmatured Default exists, stating the nature and status
      thereof.

              


      

      
        	
                (iv)  

              	
                As
      soon as possible and in any event within 10 days after Borrower knows that
      any Reportable Event has occurred with respect to any Plan, a statement,
      signed by the chief financial officer of Borrower, describing said
      Reportable Event and the action which Borrower proposes to take with
      respect thereto.

              


      

      
        	
                (v)  

              	
                As
      soon as possible and in any event within 10 days after receipt by
      Borrower, a copy of (a) any notice or claim to the effect that Borrower or
      any of its Subsidiaries is or may be liable to any Person as a result of
      the release by Borrower, any of its Subsidiaries, or any other Person of
      any toxic or hazardous waste or substance into the environment, and (b)
      any notice alleging any violation of any federal, state or local
      environmental, health or safety law or regulation by Borrower or any of
      its Subsidiaries, which, in either case, could reasonably be expected to
      have a Material Adverse Effect.

              


      

      
        	
                (vi)  

              	
                Promptly
      upon the furnishing thereof to the shareholders of Guarantor, copies of
      all financial statements, reports and proxy statements so
      furnished.

              


      

      
        	
                (vii)  

              	
                Promptly
      upon the filing thereof, copies of all registration statements (other than
      registration statements on Form S-8 or any successor form thereto and
      other than registration statements relating to shares to be issued under a
      dividend reinvestment plan) and annual, quarterly, monthly or other
      regular reports which Guarantor or any of its Subsidiaries files with the
      Securities and Exchange Commission.

              


      

      
        	
                (viii)  

              	
                Such
      other information (including non-financial information) as the
      Administrative Agent or any Lender may from time to time reasonably
      request.

              


      

      Documents
required to be delivered pursuant to clause (i), (ii), (vi) or (vii) above may be
delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which Borrower posts such documents, or provides a
link thereto, on a website on the internet at a website address previously
specified to the Administrative Agent and the Lenders; or (ii) on which such
documents are posted on Borrower’s behalf on IntraLinks or another relevant
website, if any, to which each of the Administrative Agent and each Lender has
access; provided that (x)
upon request of the Administrative Agent or any Lender, Borrower shall deliver
paper copies of such documents to the Administrative Agent or such Lender (until
a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender) and (y) Borrower shall notify (which may be
by facsimile or electronic mail) the Administrative Agent and each Lender of the
posting of any documents.  The Administrative Agent shall have no
obligation to request the delivery of, or to maintain copies of, the documents
referred to above or to monitor compliance by Borrower with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

      6.2. Use of
Proceeds.  Use the proceeds of the Advances solely for the
purposes herein described.  Each of Borrower and Guarantor will not,
nor will it permit any Subsidiary to, use any of the proceeds of the Credit
Extensions to purchase or carry any “margin stock” (as defined in Regulation U)
which is subject to any limitation on sale, pledge, or other restriction
hereunder.

      6.3. Notice of
Default.  Each of Borrower and Guarantor will, and will cause
each Subsidiary to, give notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect,
in each case promptly after any officer of Borrower or Guarantor obtains
knowledge thereof.

      6.4. Conduct of
Business.  Each of Borrower and Guarantor will, and will cause
each Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same or reasonably related fields of enterprise
as it is presently conducted and do all things necessary to remain duly
incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership
or limited liability company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is
conducted.

      6.5. Taxes.  Each
of Borrower and Guarantor will, and will cause each Subsidiary to, timely file
complete and correct United States federal and applicable foreign, state and
local tax returns required by law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles.

      6.6. Insurance.  Each
of Borrower and Guarantor will, and will cause each Subsidiary to, maintain with
financially sound and reputable insurance companies insurance on all their
Property in such amounts and covering such risks as is consistent with sound
business practice, and Borrower will furnish to any Lender upon request full
information as to the insurance carried.

      6.7. Compliance with
Laws.

      (a) Each of
Borrower and Guarantor will, and will cause each Subsidiary to, comply with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject including, without limitation, all
Environmental Laws, except where such noncompliance, singly or in the aggregate,
could not have a Material Adverse Effect.

      (b) Without
limiting clause
(a) above, each of Borrower and Guarantor will, and will cause each
Subsidiary to, ensure that no person who owns a controlling interest in or
otherwise controls Borrower, Guarantor or a Subsidiary is or shall be (i) listed
on the Specially Designated Nationals and Blocked Person List maintained by the
Office of Foreign Assets Control (“OFAC”), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (ii) a person designated
under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar Executive
Orders.

      (c) Without
limiting clause
(a) above, each of Borrower and Guarantor will, and will cause each
Subsidiary to, comply with the Bank Secrecy Act (“BSA”) and all other
applicable anti-money laundering laws and regulations.

      6.8. Maintenance of
Properties.  Each of Borrower and Guarantor will, and will
cause each Subsidiary to, do all things necessary to maintain, preserve, protect
and keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times,
except where such failure, to maintain, singly or in the aggregate, could not
have a Material Adverse Effect.

      6.9. Inspection.  Each
of Borrower and Guarantor will, and will cause each of their respective
Subsidiaries to, permit the Administrative Agent and the Lenders, by their
respective representatives and agents, to inspect any of the Property, books and
financial records of Borrower, Guarantor and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of Borrower,
Guarantor and each Subsidiary, and to discuss the affairs, finances and accounts
of Borrower, Guarantor and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Administrative Agent or any Lender may designate.

      6.10. Dividends.  Borrower
will not, nor will it permit any Subsidiary to, declare or pay any dividends or
make any distributions on its capital stock (other than dividends payable in its
own capital stock) or redeem, repurchase or otherwise acquire or retire any of
its capital stock at any time outstanding; except that any Subsidiary may
declare and pay dividends or make distributions to Borrower or to a Wholly-Owned
Subsidiary of Borrower.

      6.11. Indebtedness.  Each
of Borrower and Guarantor will not, nor will it permit any Subsidiary (excluding
Vectren Utility Holdings, Inc. and its Subsidiaries on the date hereof) to,
create, incur or suffer to exist any Indebtedness, except:

      
        	
                (i)  

              	
                The
      Obligations.

              


      

      
        	
                (ii)  

              	
                Indebtedness
      existing on the date hereof and (A) disclosed in the Form 10-K of
      Guarantor for the fiscal year ended December 31, 2004 or (B) described on
      Schedule
      5.14 (including, but not limited to, amounts available under
      commitments related thereto but not yet drawn upon) (the “Existing
      Indebtedness”) and any Indebtedness extending the maturity of, or
      refunding or refinancing, such Existing Indebtedness, provided that
      the principal amount of such Existing Indebtedness shall not be increased
      above the amount thereof immediately prior to such extension, refunding or
      refinancing (including, but not limited to, amounts available under
      commitments related thereto but not yet drawn upon), and the direct and
      contingent obligors therefor shall not be changed, as a result of or in
      connection with such extension, refunding or
  refinancing.

              


      

      
        	
                (iii)  

              	
                Indebtedness
      not exceeding $300,000,000 in the aggregate outstanding at any
      time.

              


      

      
        	
                (iv)  

              	
                Indebtedness
      of (a) Guarantor or Borrower owing to any Subsidiary of Guarantor or
      Subsidiary of Borrower or (b) any Subsidiary of Guarantor or Borrower
      owing to Guarantor or Borrower or any of their Subsidiaries (collectively,
      “Intercompany
      Indebtedness”).

              


      

      
        	
                (v)  

              	
                Indebtedness
      incurred with respect to Financial Contracts that are (A) entered into by
      Borrower, Guarantor or a Subsidiary of Borrower or Guarantor consistent
      with such Person’s past practices and in the ordinary course of such
      Person’s business and (B) not entered into for speculative
      purposes.

              


      

      
        	
                (vi)  

              	
                Indebtedness
      of a Person existing on the date the Person becomes a Subsidiary of
      Guarantor or Borrower, provided such
      Indebtedness was not incurred in contemplation of such Person becoming a
      Subsidiary (“Subsidiary Existing
      Indebtedness”) and any Indebtedness extending the maturity of, or
      refunding or refinancing, such Subsidiary Existing Indebtedness, provided that
      the principal amount of such extension, refunding or refinancing
      Indebtedness shall not be increased above the amount thereof immediately
      prior to such extension, refunding or refinancing and there shall not be
      any change in the direct and indirect obligors
  thereunder.

              


      

      
        	
                (vii)  

              	
                Indebtedness
      assumed by a new Subsidiary of Guarantor (which Indebtedness is
      non-recourse to Guarantor and its other Subsidiaries), in connection with
      the Acquisition of assets of a Person that had theretofore been obligated
      on such Indebtedness, provided such
      Indebtedness was not incurred by such other Person in contemplation of
      such Acquisition and any Indebtedness extending the maturity of, or
      refunding or refinancing, such Indebtedness, provided that
      the principal amount of such extension, refunding or refinancing
      Indebtedness shall not be increased above the amount thereof immediately
      prior to such extension, refunding or refinancing and there shall not be
      any change in the direct and indirect obligors
  thereunder.

              


      

      
        	
                (viii)  

              	
                Indebtedness
      of any Subsidiary of Guarantor (other than Borrower) which Indebtedness is
      non-recourse to Guarantor and its other
  Subsidiaries.

              


      

      
        	
                (ix)  

              	
                Up
      to $125,000,000 of Indebtedness of Borrower (and guaranteed by Guarantor)
      to be issued under the Note Purchase Agreement dated as of October 11,
      2005 among Borrower, Guarantor and the purchasers named therein, and any
      Indebtedness extending the maturity of, or refunding or refinancing, such
      Indebtedness, provided that
      the principal amount of such extension, refunding or refinancing
      Indebtedness shall not be increased above the amount thereof immediately
      prior to such extension, refunding or refinancing and there shall not be
      any change in the direct and indirect obligors
  thereunder.

              


      

      6.12. Merger.  Each
of Borrower and Guarantor will not, nor will it permit any Subsidiary to, merge
or consolidate with or into any other Person, except (i) a Subsidiary of
Guarantor may merge into Guarantor or a Wholly-Owned Subsidiary of Guarantor and
(ii) provided
that, both prior to and immediately after giving effect to such merger or
consolidation, no Default or Unmatured Default exists, Borrower and Guarantor
may enter into mergers (provided that (a)
Borrower, or Guarantor, as the case may be, is the surviving corporation of any
such merger or consolidation to which such Person is a party or (b) if Borrower
or Guarantor is not the surviving entity of such merger or consolidation, (x)
the Person into which Borrower or Guarantor, as the case may be, shall be merged
or formed by any such consolidation (1) shall be a corporation organized and
validly existing under the laws of the United States or any state thereof or the
District of Columbia and (2) shall assume Borrower’s or Guarantor’s, as
applicable, obligations hereunder and under the Notes in an agreement or
instrument satisfactory in form and substance to the Administrative Agent and
(y) the Moody’s Rating and the S&P Rating (each as defined in the Pricing
Schedule) of the surviving corporation in effect immediately after giving effect
to such merger or consolidation shall not be less than “Baa3” (in the case of
the Moody’s Rating) and “BBB-” (in the case of the S&P
Rating)).

      6.13. Sale of
Assets.  Guarantor will not, nor will it permit any Subsidiary
of Guarantor to, lease, sell or otherwise dispose of its Property to any other
Person, except:

      
        	
                (i)  

              	
                Sales
      of inventory in the ordinary course of
business.

              


      

      
        	
                (ii)  

              	
                Leases,
      sales or other dispositions of its Property that, together with all other
      Property of Guarantor and its Subsidiaries previously leased, sold or
      disposed of (other than inventory in the ordinary course of business) as
      permitted by this Section during the twelve-month period ending with the
      month in which any such lease, sale or other disposition occurs, do not
      constitute all or substantially all of the Property of Guarantor and its
      Subsidiaries.

              


      

      6.14. Investments and
Acquisitions.  Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition of any
Person, except:

      
        	
                (i)  

              	
                Cash
      Equivalent Investments.

              


      

      
        	
                (ii)  

              	
                Investments
      in Subsidiaries and other Investments, in each case in existence on the
      date hereof and described in Schedule
      5.8.

              


      

      
        	
                (iii)  

              	
                Loans
      and advances by Borrower to Guarantor and Guarantor’s
      Subsidiaries.

              


      

      6.15. Liens.  Each
of Borrower and Guarantor will not, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of
Borrower, Guarantor or any of their Subsidiaries, except:

      
        	
                (i)  

              	
                Liens
      for taxes, assessments or governmental charges or levies on its Property
      if the same shall not at the time be delinquent or thereafter can be paid
      without penalty, or are being contested in good faith and by appropriate
      proceedings and for which adequate reserves in accordance with Agreement
      Accounting Principles shall have been set aside on its
    books.

              


      

      
        	
                (ii)  

              	
                Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and
      other similar liens arising in the ordinary course of business which
      secure payment of obligations not more than 60 days past due, and such
      other carriers’ warehousemen’s and mechanics’ liens that are being
      contested in good faith and by appropriate proceedings and for which
      adequate reserves in accordance with Agreement Accounting Principles shall
      have been set aside on its books.

              


      

      
        	
                (iii)  

              	
                Liens
      arising out of pledges or deposits under worker’s compensation laws,
      unemployment insurance, old age pensions, or other social security or
      retirement benefits, or similar
legislation.

              


      

      
        	
                (iv)  

              	
                Utility
      easements, building restrictions and such other encumbrances or charges
      against real property as are of a nature generally existing with respect
      to properties of a similar character and which do not in any material way
      affect the marketability of the same or interfere with the use thereof in
      the business of Guarantor or its
Subsidiaries.

              


      

      
        	
                (v)  

              	
                Liens
      existing on the date hereof and described in Schedule 5.14,
      including extensions, renewals or replacements of any such Liens in
      connection with the extension, renewal or replacement of any related
      Existing Indebtedness (without any increase in the amount thereof or any
      change in the direct and contingent obligors thereof); provided that
      in connection with the refinancing of any such Existing Indebtedness such
      Liens shall extend only to the property covered by such Liens immediately
      prior to such extension, renewal or
replacement.

              


      

      
        	
                (vi)  

              	
                Liens
      securing Indebtedness of a Person existing on the date the Person becomes
      a Subsidiary of the Guarantor or Liens on assets securing Indebtedness
      assumed by the Guarantor or a Subsidiary of the Guarantor when such assets
      are acquired by the Guarantor or a Subsidiary of the Guarantor, including
      extensions, renewals or replacements of any such Liens, provided, however, that
      (i) such Liens were not created in contemplation of such Person becoming a
      Subsidiary or the acquisition of such assets and (ii) such Liens may not
      extend to any other Property owned by the Guarantor or any of its
      Subsidiaries.

              


      

      
        	
                (vii)  

              	
                Liens
      under the Mortgage Indenture on the property of Southern Indiana Gas and
      Electric Company that is subject to the Mortgage Indenture (without giving
      effect to any amendments thereto after the date hereof that would expand
      the description of the collateral subject to the lien
      thereof).

              


      

      
        	
                (viii)  

              	
                Liens
      securing Intercompany Indebtedness owing to
  Borrower.

              


      

      
        	
                (ix)  

              	
                Liens
      securing Indebtedness not exceeding 10% of Guarantor’s Consolidated Net
      Worth in the aggregate outstanding at any
time.

              


      

      6.16. Affiliates.  Except
as permitted by Section 6.14(iii),
Borrower will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except in
the ordinary course of business and pursuant to the reasonable requirements of
Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no
less favorable to Borrower or such Subsidiary than Borrower or such Subsidiary
would obtain in a comparable arms’-length transaction; provided that in a
transaction between Borrower and a Subsidiary, the transaction need only be
arm’s length with respect to Borrower.

      6.17. Leverage
Ratio.  Guarantor will not permit the ratio, determined as of
the end of each of its fiscal quarters, of (i) Guarantor’s Consolidated
Indebtedness to (ii) Guarantor’s Consolidated Indebtedness plus Guarantor’s
Consolidated Net Worth to be greater than .65 to 1.0.

      6.18. Certain
Restrictions.  Guarantor shall not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make other distributions on its capital stock
owned by Guarantor or any Subsidiary, or pay any Indebtedness owed to Guarantor
or any Subsidiary (other than as described on Schedule 6.18 and
other customary limits imposed by corporate law and fraudulent conveyance
statutes and applicable restrictions contained in section 305(a) of the Federal
Power Act, as amended), (b) make loans or advances to Guarantor or Borrower or
(c) transfer any of its assets or properties to Guarantor or Borrower, except
for such encumbrances or restrictions existing by reason of or under (i)
applicable law, (ii) this Agreement and the other Loan Documents, (iii)
customary restrictions with respect to a Subsidiary pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially
all of the capital stock of such Subsidiaries, (iv) restrictions binding on any
Subsidiary on the date it becomes a Subsidiary, provided such
restrictions were not created in contemplation of such Person becoming a
Subsidiary or (v) restrictions set forth on Schedule
6.18.

      ARTICLE
VII


      DEFAULTS

      The
occurrence of any one or more of the following events shall constitute a
Default:

      7.1.           Any
representation or warranty made or deemed made by or on behalf of Borrower,
Guarantor or any of its Subsidiaries to the Lenders or the Administrative Agent
under or in connection with this Agreement, any Credit Extension, any other Loan
Document or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be materially false on the date as of
which made.

      7.2.           Nonpayment
of principal of any Loan or reimbursement obligation in respect of any Letter of
Credit when due, or nonpayment of interest upon any Loan or of any facility fee,
Letter of Credit fee or other obligation under any of the Loan Documents within
five days after the same becomes due.

      7.3.           The
breach by Borrower or Guarantor of any of the terms or provisions of Section 6.2, 6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17 or 6.18.

      7.4.           The
breach by Borrower or Guarantor (other than a breach which constitutes a Default
under another Section of this Article VII) of any
of the terms or provisions of this Agreement which is not remedied within thirty
days.

      7.5.           Failure
of Borrower or any of its Subsidiaries or Guarantor to pay when due (whether at
stated maturity, on the date fixed for prepayment, by acceleration or otherwise)
any Indebtedness aggregating in excess of $50,000,000 (“Material
Indebtedness”); or the default by Borrower or any of its Subsidiaries or
Guarantor in the performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any agreement
under which any such Material Indebtedness was created or is governed, or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of such Material Indebtedness to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material Indebtedness of Borrower or any of its Subsidiaries or Guarantor
shall be declared to be due and payable or required to be prepaid or repurchased
(other than by a regularly scheduled payment) prior to the stated maturity
thereof; or Borrower or any of its Subsidiaries or Guarantor shall not pay, or
admit in writing its inability to pay, its debts generally as they become
due.

      7.6.           Borrower
or any of its Subsidiaries or Guarantor shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or other organizational action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or
(vi) fail to contest in good faith any appointment or proceeding described in
Section 7.7.

      7.7.           Without
the application, approval or consent of Borrower or any of its Subsidiaries, or
Guarantor, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for Borrower or any of its Subsidiaries or Guarantor or any
Substantial Portion of its Property, or a proceeding described in Section 7.6(iv)
shall be instituted against Borrower or any of its Subsidiaries or Guarantor and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

      7.8.           Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property
of Borrower and its Subsidiaries or Guarantor which, when taken together with
all other Property of Borrower and its Subsidiaries or Guarantor so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a
Substantial Portion.

      7.9.           Borrower
or any of its Subsidiaries or any Guarantor shall fail within 30 days to pay,
bond or otherwise discharge any judgment or order for the payment of money in
excess of $50,000,000, which is not stayed on appeal or otherwise being
appropriately contested in good faith.

      7.10.           The
Unfunded Liabilities of all Single Employer Plans shall have a Material Adverse
Effect or be reasonably likely to have a Material Adverse Effect or any
Reportable Event shall occur in connection with any Plan.

      7.11.           Borrower
or any other member of the Controlled Group shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred withdrawal liability to
such Multiemployer Plan in an amount which, when aggregated with all other
amounts required to be paid to Multiemployer Plans by Borrower or any other
member of the Controlled Group as withdrawal liability (determined as of the
date of such notification), shall have a Material Adverse Effect or be
reasonably likely to have a Material Adverse Effect.

      7.12.           Borrower
or any other member of the Controlled Group shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if such reorganization or termination shall have a Material Adverse Effect or be
reasonably likely to have a Material Adverse Effect.

      7.13.           Borrower
or any of its Subsidiaries shall (i) be the subject of any proceeding or
investigation pertaining to the release by Borrower, any of its Subsidiaries or
any other Person of any toxic or hazardous waste or substance into the
environment, or (ii) violate any Environmental Law, which, in the case of an
event described in clause (i) or clause
(ii), has a Material Adverse Effect.

      7.14.           Any
Change in Control shall occur.

      7.15.           The
occurrence of any “default”, as defined in any Loan Document (other than this
Agreement) or the breach of any of the terms or provisions of any Loan Document
(other than this Agreement), which default or breach continues beyond any period
of grace therein provided.

      7.16.           The
obligations of Guarantor under Article XIII hereof
shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any of such
obligations, or Guarantor shall deny that it has any further liability under
such Article
XIII, or shall give notice to such effect.

      ARTICLE
VIII


      ACCELERATION, WAIVERS,
AMENDMENTS AND REMEDIES

      8.1. Acceleration.  If
any Default described in Section 7.6 or
7.7 occurs with
respect to Borrower, Guarantor or any of Borrower’s Subsidiaries, the
commitments of the Lenders to make, renew or convert Advances and to participate
in Letters of Credit, and the obligation and power of the LC Issuer to issue
Letters of Credit hereunder shall automatically terminate and the Obligations
(including, without limitation, the obligation to deposit with the
Administrative Agent a sum equal to the aggregate face amount of the outstanding
Letters of Credit pursuant to Section 8.3
hereof) shall immediately become due and payable without any election or action
on the part of the Administrative Agent, the LC Issuer or any
Lender.  If any other Default occurs, then upon the declaration of the
Required Lenders or the Administrative Agent at the direction of the Required
Lenders, the obligations of the Lenders to make, renew or convert Advances and
to participate in Letters of Credit, and the obligation and power of the LC
Issuer to issue Letters of Credit under this Agreement shall terminate and the
Obligations (including, without limitation, the obligation to deposit with the
Administrative Agent a sum equal to the aggregate face amount of the outstanding
Letters of Credit pursuant to Section 8.3
hereof) shall immediately become due and payable.  In either event,
the Obligations shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which Borrower hereby expressly
waives.

      If,
within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans and to participate
in Letters of Credit and the obligation and power of the LC Issuer to issue
Letters of Credit hereunder as a result of any Default (other than any Default
as described in Section 7.6 or
7.7 with
respect to Borrower, Guarantor or any of Borrower’s Subsidiaries) and before any
judgment or decree for the payment of the Obligations due shall have been
obtained or entered, the Required Lenders (in their sole discretion) shall so
direct, the Administrative Agent shall, by notice to Borrower, rescind and annul
such acceleration and/or termination.

      8.2. Remedies Not
Exclusive.  The remedies of the Lenders specified in this
Agreement and the other Loan Documents shall not be exclusive and the Lenders
may avail themselves of any of the remedies provided by law as well as any
equitable remedies available to the Lenders, and each and every remedy shall be
cumulative and concurrent and shall be in addition to every other remedy now or
hereafter existing at law or in equity.

      8.3. Deposit to Secure
Reimbursement Obligations.  When any Default or Unmatured
Default has occurred and is continuing, the Required Lenders or the
Administrative Agent at the direction of the Required Lenders may demand that
Borrower immediately pay to the Administrative Agent an amount equal to the
aggregate outstanding amount of the Letters of Credit and Borrower shall
immediately upon any such demand make such payment.  Borrower hereby
irrevocably grants to the Administrative Agent for the benefit of the Lenders a
security interest in all funds deposited to the credit of or in transit to any
deposit account or fund established pursuant to this Section 8.3 (the
“LC Collateral
Account”), including, without limitation, any investment of such
fund.  Borrower hereby acknowledges and agrees that the Administrative
Agent and the LC Issuer would not have an adequate remedy at law for failure by
Borrower to honor any demand made under this Section 8.3 and
that the Administrative Agent and the LC Issuer shall have the right to require
Borrower specifically to perform its undertakings in this Section 8.3
whether or not any draws have been made under any Letter of
Credit.  In the event the Administrative Agent or the LC Issuer makes
a demand pursuant to this Section 8.3, and
Borrower makes the payment demanded, the Administrative Agent agrees to invest
the amount of such payment for the account of Borrower and at Borrower’s risk
and direction in short-term Investments acceptable to the Administrative
Agent.  The Administrative Agent may at any time or from time to time
after funds are deposited in the LC Collateral Account, apply such funds to the
payment of Obligations and any other amounts as shall from time to time have
become due and payable by Borrower to the Lenders or the LC Issuer under the
Loan Documents.  At any time while any Default is continuing, neither
Borrower nor any Person claiming on behalf of or through Borrower shall have a
right to withdraw any of the funds held in the LC Collateral
Account.  After all of the Obligations have been indefeasibly paid in
full and the Commitments have been terminated, any funds remaining on the LC
Collateral Account shall be returned by the Administrative Agent to Borrower or
paid to whomever may be legally entitled thereto at such time.

      8.4. Subrogation.  The
LC Issuer shall, to the extent of any payments made by the LC Issuer under any
Letter of Credit, be subrogated to all rights of the beneficiary of such Letter
of Credit as to all obligations of Borrower and its Subsidiaries with respect to
which such payment shall have been made by the LC Issuer.

      8.5. Amendments.  Subject
to the provisions of this Article VIII, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and Borrower may enter into agreements supplemental hereto for
the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or Borrower hereunder or
waiving any Default or failure to fulfill any condition under Article IV hereunder;
provided,
however, that no such supplemental agreement shall, without the consent of each
Lender:

      
        	
                (i)  

              	
                Other
      than as provided in Section 2.24,
      extend the final maturity of any Loan, or extend the expiry date of any
      Letter of Credit to a date after the Commitment Termination Date or
      postpone any regularly scheduled payment of principal of any Loan or
      forgive all or any portion of the principal amount thereof or any
      reimbursement obligation in respect of any Letter of Credit, or reduce the
      rate or extend the time of payment of interest or fees thereon or any
      reimbursement obligation in respect of any Letter of
    Credit.

              


      

      
        	
                (ii)  

              	
                Reduce
      the percentage specified in the definition of Required
      Lenders.

              


      

      
        	
                (iii)  

              	
                Other
      than as provided in Section 2.24,
      extend the Commitment Termination Date, or reduce the amount or extend the
      payment date for, the mandatory payments required under Section 2.2,
      or increase the amount of the Commitment of any Lender hereunder or the
      commitment of the LC Issuer to issue Letters of Credit or permit Borrower
      to assign its rights under this
Agreement.

              


      

      
        	
                (iv)  

              	
                Amend
      this Section 8.5.

              


      

      
        	
                (v)  

              	
                Amend,
      modify or waive Article XIII or
      release Guarantor from its obligations
  thereunder.

              


      

      
        	
                (vi)  

              	
                Waive
      compliance with the conditions set forth in Section
      4.1.

              


      

      No
amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.  No amendment to any provision relating to the LC Issuer shall
be effective without the written consent of the LC Issuer.  No
amendment of any provision of this Agreement relating to LaSalle (as the
Swingline Lender) or any Swingline Advances shall be effective without the
written consent of LaSalle.  The Administrative Agent may waive
payment of the fee required under Section 12.3.2
without obtaining the consent of any other party to this
Agreement.  Notwithstanding anything to the contrary herein, the Fee
Letters may be amended or otherwise modified with the consent of the parties
thereto, without requiring the consent of any other Lender.

      8.6. Preservation of
Rights.  No delay or omission of the Administrative Agent, the
LC Issuer or any Lender to exercise any power or right under the Loan Documents
shall impair such power or right or be construed to be a waiver of any Default
or an acquiescence therein, and any single or partial exercise of any power or
right shall not preclude other or further exercise thereof or the exercise of
any other power or right.  No Credit Extension hereunder shall
constitute a waiver of any of the conditions of any Lender’s or the LC Issuer’s
obligation to make further Credit Extensions, nor, in the event Borrower is
unable to satisfy any such condition, shall a waiver of such condition in any
one instance have the effect of precluding any Lender or the LC Issuer from
thereafter declaring such inability to be a Default hereunder.  No
course of dealing shall be binding upon the Administrative Agent, the LC Issuer
or any Lender.  No waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents shall be valid unless in writing
and signed by the Persons required pursuant to Section 8.5, and then
only to the extent in such writing specifically set forth.

      ARTICLE
IX

      GENERAL
PROVISIONS

      9.1. Survival of
Representations.  All representations and warranties of
Borrower and Guarantor contained in this Agreement shall survive the making of
the Credit Extensions herein contemplated.

      9.2. Governmental
Regulation.  Anything contained in this Agreement to the
contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

      9.3. Headings.  Section
headings in the Loan Documents are for convenience of reference only, and shall
not govern the interpretation of any of the provisions of the Loan
Documents.

      9.4. Entire
Agreement.  The Loan Documents embody the entire agreement and
understanding among Borrower, Guarantor, the Administrative Agent, the LC Issuer
and the Lenders and supersede all prior agreements and understandings among
Borrower, Guarantor, the Administrative Agent, the LC Issuer and the Lenders
relating to the subject matter thereof other than the Fee Letters.

      9.5. Several Obligations;
Benefits of this Agreement.  The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner
or agent of any other (except to the extent to which the Administrative Agent is
authorized to act as such).  The failure of any Lender to perform any
of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder.  This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns; provided, however, that the
parties hereto expressly agree that the Arrangers shall enjoy the benefits of
Sections 9.6,
9.10 and 10.11 to the extent
specifically set forth therein and each Arranger shall have the right to enforce
such provisions on its own behalf and in its own name to the same extent as if
it were a party to this Agreement.

      9.6. Expenses;
Indemnification.

      (a) Borrower
shall reimburse the Administrative Agent and the Arrangers for any costs,
internal charges and out-of-pocket expenses (including attorneys’ fees and time
charges of attorneys for the Administrative Agent and the Arrangers, which
attorneys may be employees of the Administrative Agent or the Arrangers) paid or
incurred by the Administrative Agent or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, review, amendment,
modification, and administration of the Loan Documents.  Borrower also
agrees to reimburse the Administrative Agent, the Arrangers the LC Issuer and
the Lenders for any costs, internal charges and out-of-pocket expenses
(including attorneys’ fees and time charges of attorneys for the Administrative
Agent, the Arrangers, the LC Issuer and the Lenders, which attorneys may be
employees of the Administrative Agent, the Arrangers, the LC Issuer or the
Lenders) paid or incurred by the Administrative Agent, the Arrangers, the LC
Issuer or any Lender in connection with the collection and enforcement of the
Loan Documents or the preservation of its rights thereunder.  Expenses
being reimbursed by Borrower under this Section include, without
limitation, costs and expenses incurred in connection with the Reports described
in the following sentence.  Borrower acknowledges that from time to
time the Administrative Agent may prepare and may distribute to the Lenders (but
shall have no obligation or duty to prepare or to distribute to the Lenders)
certain audit reports (the “Reports”) pertaining
to Borrower’s assets for internal use by the Administrative Agent from
information furnished to it by or on behalf of Borrower, after the
Administrative Agent has exercised its rights of inspection pursuant to this
Agreement.

      (b) Borrower
hereby further agrees to indemnify the Administrative Agent, the Arrangers, the
LC Issuer and each Lender, its directors, officers and employees against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefor whether or not the Administrative Agent, the Arrangers, the LC Issuer
or any Lender is a party thereto) which any of them may pay or incur arising out
of or relating to this Agreement, the other Loan Documents, the transactions
contemplated hereby or the direct or indirect application or proposed
application of the proceeds of any Credit Extension hereunder except to the
extent that they are determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the party seeking indemnification.  The obligations of
Borrower under this Section 9.6
shall survive the payment of the Obligations and the termination of this
Agreement.

      9.7. Numbers of
Documents.  All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

      9.8. Accounting.  Except
as provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.

      9.9. Severability of
Provisions.  Any provision in any Loan Document that is held to
be inoperative, unenforceable or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability or
validity of that provision in any other jurisdiction, and to this end the
provisions of all Loan Documents are declared to be severable.

      9.10. Nonliability of
Lenders.  The relationship between Borrower on the one hand and
the Lenders, the LC Issuer and the Administrative Agent on the other hand shall
be solely that of borrower and lender.  Neither the Administrative
Agent, any Arranger, the LC Issuer nor any Lender shall have any fiduciary
responsibility to Borrower.  Neither the Administrative Agent, any
Arranger, the LC Issuer nor any Lender undertakes any responsibility to Borrower
to review or inform Borrower of any matter in connection with any phase of
Borrower’s business or operations.  Borrower agrees that neither the
Administrative Agent, any Arranger, the LC Issuer nor any Lender shall have
liability to Borrower (whether sounding in tort, contract or otherwise) for
losses suffered by Borrower in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is
sought.  Neither the Administrative Agent, any Arranger, the LC Issuer
nor any Lender shall have any liability with respect to, and Borrower hereby
waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by Borrower in connection with, arising out of,
or in any way related to the Loan Documents or the transactions contemplated
thereby.

      9.11. Confidentiality.  Each
Lender agrees to hold any confidential information which it may receive from
Borrower pursuant to this Agreement in confidence, except for disclosure (i) for
purposes related to this Agreement and the transactions contemplated hereby to
its Affiliates and to other Lenders and their respective Affiliates, (ii) for
purposes related to this Agreement and the transactions contemplated hereby to
legal counsel, accountants, and other professional advisors to that Lender or to
a Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process, (v) to any
Person in connection with any legal proceeding to which that Lender is a party
(vi) to such Lender’s direct or indirect contractual counterparties in swap
agreements or to legal counsel, accountants and other professional advisors to
such counterparties, (vii) permitted by Section 12.4 and
(viii) to rating agencies if requested or required in connection with a rating
relating to the Advances hereunder.

      9.12. Nonreliance.  Each
Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U) for the repayment of the Credit Extensions
provided for herein.

      9.13. Disclosure.  The
Lenders hereby (i) acknowledge and agree that LaSalle and/or its Affiliates from
time to time may hold investments in, make other loans to or have other
relationships with Borrower and its Affiliates, and (ii) waive any liability of
LaSalle or such Affiliate of LaSalle to Borrower or any Lender, respectively,
arising out of or resulting from such investments, loans or relationships other
than liabilities arising out of the gross negligence or willful misconduct of
LaSalle or its Affiliates.

      9.14. Patriot Act
Notification.  As required by federal law and LaSalle’s
policies and practices, LaSalle may need to collect certain customer
identification information and documentation in connection with opening or
maintaining accounts, or establishing or continuing to provide
services.

      ARTICLE
X


      THE ADMINISTRATIVE
AGENT

      10.1. Appointment; Nature of
Relationship.  LaSalle is hereby appointed by each of the
Lenders as its contractual representative (herein referred to as the “Administrative
Agent”) hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents.  The Administrative
Agent agrees to act as such contractual representative upon the express
conditions contained in this Article
X.  Notwithstanding the use of the defined term “Agent,” it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibility to any Lender by reason of this Agreement or any other
Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan
Documents.  In its capacity as the Lenders’ contractual
representative, the Administrative Agent (i) does not hereby assume any
fiduciary duty to any of the Lenders, (ii) is a “representative” of the Lenders
within the meaning of the term “secured party” as defined in Section 9-102
of the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents.  Each of the Lenders hereby
agrees to assert no claim against the Administrative Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Lender hereby waives.

      10.2. Powers.  The
Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Administrative Agent by the terms
of each thereof, together with such powers as are reasonably incidental
thereto.  The Administrative Agent shall have no implied duties to the
Lenders, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.

      10.3. General
Immunity.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to Borrower or any
Lender for any action taken or omitted to be taken by it or them hereunder or
under any other Loan Document or in connection herewith or therewith except to
the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

      10.4. No Responsibility for Loans,
Recitals, etc.  Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Administrative Agent;
(d) the existence or possible existence of any Default or Unmatured Default; (e)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; or (g) the financial condition of Borrower or
any guarantor of any of the Obligations or of any of Borrower’s or any such
guarantor’s respective Subsidiaries.  The Administrative Agent shall
have no duty to disclose to the Lenders information that is not required to be
furnished by Borrower to the Administrative Agent at such time, but is
voluntarily furnished by Borrower to LaSalle (either in its capacity as
Administrative Agent or in its individual capacity).

      10.5. Action on Instructions of
Lenders.  The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any other
Loan Document in accordance with written instructions signed by the Required
Lenders, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders.  The Lenders hereby
acknowledge that the Administrative Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders.  The Administrative Agent
shall be fully justified in failing or refusing to take any action hereunder and
under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any
and all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

      10.6. Employment of Agents and
Counsel.  The Administrative Agent may execute any of its
duties as Administrative Agent hereunder and under any other Loan Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.  The Administrative Agent shall
be entitled to advice of counsel concerning the contractual arrangement between
the Administrative Agent and the Lenders and all matters pertaining to the
Administrative Agent’s duties hereunder and under any other Loan
Document.

      10.7. Reliance on Documents;
Counsel.  The Administrative Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Administrative Agent,
which counsel may be employees of the Administrative Agent.

      10.8. Agent’s Reimbursement and
Indemnification.  The Lenders agree to reimburse and indemnify
the Administrative Agent ratably in proportion to their respective Commitments
(or, if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by
Borrower for which the Administrative Agent is entitled to reimbursement by
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of the Loan Documents or any other document delivered
in connection therewith or the transactions contemplated thereby (including,
without limitation, for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the
Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(viii)
shall, notwithstanding the provisions of this Section 10.8, be paid
by the relevant Lender in accordance with the provisions thereof.  The
obligations of the Lenders under this Section 10.8
shall survive payment of the Obligations and termination of this
Agreement.

      10.9. Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Administrative Agent has received written notice from a
Lender or Borrower referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a “notice of
default”.  In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the
Lenders.

      10.10. Rights as a
Lender.  In the event the Administrative Agent is a Lender, the
Administrative Agent shall have the same rights and powers hereunder and under
any other Loan Document with respect to its Commitment and its Loans as any
Lender and may exercise the same as though it were not the Administrative Agent,
and the term “Lender” or “Lenders” shall, at any time when the Administrative
Agent is a Lender, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity.  The Administrative
Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with Borrower,
Guarantor or any of their Subsidiaries in which Borrower, Guarantor or such
Subsidiary is not restricted hereby from engaging with any other
Person.  The Administrative Agent, in its individual capacity, is not
obligated to remain a Lender.

      10.11. Lender Credit
Decision.  Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, any Arranger or any other
Lender and based on the financial statements prepared by Borrower and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and the other Loan
Documents.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

      10.12. Successor Administrative
Agent.  The Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and Borrower, such resignation to
be effective upon the appointment of a successor Administrative Agent or, if no
successor Administrative Agent has been appointed, forty-five days after the
retiring Agent gives notice of its intention to resign.  The
Administrative Agent may be removed at any time with or without cause by written
notice received by the Administrative Agent from the Required Lenders, such
removal to be effective on the date specified by the Required
Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of Borrower and the Lenders, a
successor Administrative Agent.  If no successor Administrative Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent’s giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of Borrower and the Lenders, a successor
Administrative Agent.  Notwithstanding the previous sentence, the
Administrative Agent may at any time without the consent of Borrower or any
Lender, appoint any of its Affiliates which is a commercial bank as a successor
Administrative Agent hereunder.  If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and Borrower shall make all payments in respect of the Obligations to
the applicable Lender and for all other purposes shall deal directly with the
Lenders.  No successor Administrative Agent shall be deemed to be
appointed hereunder until such successor Administrative Agent has accepted the
appointment.  Any such successor Administrative Agent shall be a
commercial bank having capital and retained earnings of at least
$100,000,000.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the resigning or removed
Agent.  Upon the effectiveness of the resignation or removal of the
Administrative Agent, the resigning or removed Agent shall be discharged from
its duties and obligations hereunder and under the Loan
Documents.  After the effectiveness of the resignation or removal of
an Agent, the provisions of this Article X shall
continue in effect for the benefit of such Agent in respect of any actions taken
or omitted to be taken by it while it was acting as the Administrative Agent
hereunder and under the other Loan Documents.  In the event that there
is a successor to the Administrative Agent by merger, or the Administrative
Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then
the term “Prime Rate” as used in this Agreement shall mean the prime rate, base
rate or other analogous rate of the new Agent.

      10.13. Administrative Agent’s and
Arrangers’ Fees.  Borrower agrees to pay to the Administrative
Agent and the Arrangers, for their own respective accounts, the fees agreed to
by Borrower, the Administrative Agent and the Arrangers pursuant to the Fee
Letters.

      10.14. Delegation to
Affiliates.  Borrower and the Lenders agree that the
Administrative Agent may delegate any of its duties under this Agreement to any
of its Affiliates.  Any such Affiliate (and such Affiliate’s
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles IX and X.

      10.15. Agent May File Proofs of
Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to Borrower, Guarantor or any
Subsidiary, the Administrative Agent (irrespective of whether the principal of
any Loan shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made
any demand on Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

      (a) to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under
Sections 2.5,
2.20 and 9.6) allowed in such
judicial proceedings; and

      (b) to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.5, 2.20 and 9.6.

      Nothing contained herein shall be
deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
or to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

      10.16. Other
Agents.  No Lender identified on the cover page, the signature
pages or otherwise in this Agreement, or in any document related hereto, as
being the “Syndication Agent” or a “Co-Documentation Agent” shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
in such capacity other than those applicable to all Lenders.  Each
Lender acknowledges that it has not relied, and will not rely, on any Person so
identified in deciding to enter into this Agreement or in taking or refraining
from taking any action hereunder or pursuant hereto.

      ARTICLE
XI

      SETOFF; RATABLE
PAYMENTS

      11.1. Setoff.  In
addition to, and without limitation of, any rights of the Lenders under
applicable law, if Borrower becomes insolvent, however evidenced, or any Default
occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any Affiliate of any
Lender to or for the credit or account of Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part hereof, shall then be due.

      11.2. Ratable
Payments.  If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans and other credit exposure hereunder (other
than payments received pursuant to Section 3.1,
3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure
held by the other Lenders so that after such purchase each Lender will hold its
Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure.  In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

      ARTICLE
XII


      BENEFIT OF AGREEMENT;
ASSIGNMENTS; PARTICIPATIONS

      12.1. Successors and
Assigns.  The terms and provisions of the Loan Documents shall
be binding upon and inure to the benefit of Borrower and the Lenders and their
respective successors and assigns, except that (i) Borrower shall not have the
right to assign its rights or obligations under the Loan Documents and (ii) any
assignment by any Lender must be made in compliance with Section
12.3.  The Administrative Agent may treat the Person which made
any Loan or which holds any Note as the owner thereof for all purposes hereof
unless and until such Person complies with Section 12.3 in
the case of an assignment thereof or, in the case of any other transfer, a
written notice of the transfer is filed with the Administrative
Agent.  Any assignee or transferee of the rights to any Loan or any
Note agrees by acceptance of such transfer or assignment to be bound by all the
terms and provisions of the Loan Documents.  Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder, transferee or assignee of the rights to such
Loan.

      12.2. Participations.

      12.2.1. Permitted Participants;
Effect.  Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time sell to one or more banks or
other entities (“Participants”)
participating interests in any Loan owing to, and other credit exposure
hereunder of, such Lender, any Note held by such Lender, any Commitment of such
Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale by a Lender of participating
interests to a Participant, such Lender’s obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its Loans and other credit exposure hereunder and the holder of any
Note issued to it in evidence thereof for all purposes under the Loan Documents,
all amounts payable by Borrower under this Agreement shall be determined as if
such Lender had not sold such participating interests, and Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under the Loan
Documents.

      12.2.2. Voting
Rights.  Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Credit Extension or Commitment in which such
Participant has an interest which is of the type specified in the proviso to Section
8.5.

      12.2.3. Benefit of
Setoff.  Borrower agrees that each Participant shall be deemed
to have the right of setoff provided in Section 11.1 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to each
Participant.  The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 11.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section 11.2 as
if each Participant were a Lender.

      12.3. Assignments.

      12.3.1. Permitted
Assignments.  Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities (“Purchasers”) all or
any part of its rights and obligations under the Loan Documents.  Such
assignment shall be substantially in the form of Exhibit E or in such
other form as may be agreed to by the parties thereto.  The consent of
Borrower, the LC Issuer and the Administrative Agent shall be required prior to
an assignment becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof; provided, however,
that if a Default has occurred and is continuing, the consent of Borrower shall
not be required.  Such consents shall not be unreasonably withheld or
delayed.  Each such assignment shall (unless each of Borrower and the
Administrative Agent otherwise consents) be in an amount not less than the
lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s
Commitment (calculated as at the date of such assignment).

      12.3.2. Effect; Effective
Date.  Upon (i) delivery to the Administrative Agent of a
notice of assignment, substantially in the form of Exhibit I attached to Exhibit E (a “Notice of
Assignment”), together with any consents required by Section 12.3.1,
and (ii) payment of a $3,500 fee to the Administrative Agent for processing such
assignment, such assignment shall become effective on the effective date
specified in such Notice of Assignment.  The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment, Loans and other
credit exposure under the applicable assignment agreement are “plan assets” as
defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be “plan assets” under ERISA.  On
and after the effective date of such assignment, such Purchaser shall for all
purposes be a Lender party to this Agreement and any other Loan Document
executed by or on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same extent as if it
were an original party hereto, and no further consent or action by Borrower, the
LC Issuer, the Lenders or the Administrative Agent shall be required to release
the transferor Lender with respect to the percentage of the Aggregate
Commitment, Loans and other credit exposure assigned to such
Purchaser.  Upon the consummation of any assignment to a Purchaser
pursuant to this Section 12.3.2,
the transferor Lender, the Administrative Agent and Borrower shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes,
make appropriate arrangements so that new Notes or, as appropriate, replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment.

      12.3.3. Security
Interest.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

      12.3.4. Register.  The
Administrative Agent shall maintain a copy of each Notice of Assignment
delivered and accepted by it and register (the “Register”) for the
recordation of names and addresses of the Lenders and the Commitment of each
Lender from time to time and whether such Lender is the original Lender or the
Purchaser.  No assignment shall be effective unless and until the
Notice of Assignment is accepted and registered in the Register.  All
records of transfer of a Lender’s interest in the Register shall be conclusive,
absent manifest error, as to the ownership of the interests in the
Loans.  The Administrative Agent shall not incur any liability of any
kind with respect to any Lender with respect to the maintenance of the
Register.

      12.4. Dissemination of
Information.  Borrower authorizes each Lender to disclose to
any Participant or Purchaser or any other Person acquiring an interest in the
Loan Documents by operation of law (each a “Transferee”) and any
prospective Transferee any and all information in such Lender’s possession
concerning the creditworthiness of Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each Transferee
and prospective Transferee agrees to be bound by Section 9.11 of
this Agreement.

      12.5. Tax
Treatment.  If any interest in any Loan Document is transferred
to any Transferee which is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).

      ARTICLE
XIII


      GUARANTY

      13.1. Guaranty.  For
valuable consideration, the receipt of which is hereby acknowledged, and to
induce the Lenders to make advances to Borrower and to participate in Letters of
Credit and Swingline Advances and to induce the LC Issuer to issue Letters of
Credit, Guarantor hereby absolutely and unconditionally guarantees prompt
payment when due, whether at stated maturity, upon acceleration or otherwise,
and at all times thereafter, of any and all Obligations of Borrower to the
Administrative Agent, the Lenders, the LC Issuer and any holder of a Note, or
any of them, under or with respect to the Loan Documents, whether for principal,
interest, fees, expenses or otherwise, in each case howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due (collectively, the “Guaranteed
Obligations”).  Additionally, Guarantor agrees to reimburse the
Administrative Agent, the Lenders and the LC Issuer for any costs incurred in
enforcing this Article
XIII against Guarantor.  Any term or provision of this Article XIII to the
contrary notwithstanding, the aggregate maximum amount of the Guaranteed
Obligations for which Guarantor shall be liable shall not exceed the maximum
amount for which Guarantor can be liable without rendering this Agreement or any
other Loan Document as it relates to Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer.

      13.2. Waivers.  Guarantor
waives notice of the acceptance of this guaranty and of the extension or
continuation of the Guaranteed Obligations or any part
thereof.  Guarantor further waives presentment, protest, notice of
notices delivered or demand made on Borrower or action or delinquency in respect
of the Guaranteed Obligations or any part thereof, including any right to
require the Administrative Agent and the Lenders to sue Borrower, any other
guarantor or any other Person obligated with respect to the Guaranteed
Obligations or any part thereof, or otherwise to enforce payment thereof against
any collateral securing the Guaranteed Obligations or any part thereof, and
provided
further that if at any time any payment of any portion of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy or reorganization of Borrower or otherwise, Guarantor’s
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had not been made and whether or not the
Administrative Agent or the Lenders are in possession of this
guaranty.  The Administrative Agent, the LC Issuer and the Lenders
shall have no obligation to disclose or discuss with Guarantor their assessments
of the financial condition of Borrower.

      13.3. Guaranty
Absolute.  This guaranty is a guaranty of payment and not of
collection, is a primary obligation of Guarantor and not merely one of surety,
and the validity and enforceability of this guaranty shall be absolute and
unconditional irrespective of, and shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral; (c) any
waiver of any right, power or remedy with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto or with respect to any
collateral; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any collateral,
any other guaranties with respect to the Guaranteed Obligations or any part
thereof, or any other obligation of any Person with respect to the Guaranteed
Obligations or any part thereof; (e) the enforceability or validity of the
Guaranteed Obligations or any part thereof or the genuineness, enforceability or
validity of any agreement relating thereto or with respect to any collateral;
(f) the application of payments received from any source to the payment of
obligations other than the Guaranteed Obligations, any part thereof or amounts
which are not covered by this guaranty even though the Administrative Agent, the
LC Issuer and the Lenders might lawfully have elected to apply such payments to
any part or all of the Guaranteed Obligations or to amounts which are not
covered by this guaranty; (g) any change in the ownership of Borrower or the
insolvency, bankruptcy or any other change in the legal status of Borrower; (h)
the change in or the imposition of any law, decree, regulation or other
governmental act which does or might impair, delay or in any way affect the
validity, enforceability or the payment when due of the Guaranteed Obligations;
(i) the failure of Guarantor or Borrower to maintain in full force, validity or
effect or to obtain or renew when required all governmental and other approvals,
licenses or consents required in connection with the Guaranteed Obligations or
this guaranty, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this
guaranty; (j) the existence of any claim, setoff or other rights which Guarantor
may have at any time against Borrower or any other Person in connection herewith
or an unrelated transaction; or (k) any other circumstance, whether or not
similar to any of the foregoing, which could constitute a defense to a
guarantor, including without limitation all defenses based on suretyship or
impairment of collateral; all whether or not Guarantor shall have had notice or
knowledge of any act or omission referred to in the foregoing clauses (a) through
(k) of this
Section.  It is agreed that Guarantor’s liability hereunder is several
and independent of any other guaranties or other obligations at any time in
effect with respect to the Guaranteed Obligations or any part thereof and that
Guarantor’s liability hereunder may be enforced regardless of the existence,
validity, enforcement or non-enforcement of any such other guaranties or other
obligations or any provision of any applicable law or regulation purporting to
prohibit payment by Borrower of the Guaranteed Obligations in the manner agreed
upon by Borrower and the Administrative Agent, the LC Issuer and the
Lenders.

      13.4. Acceleration.  Guarantor
agrees that, as between Guarantor on the one hand, and the Lenders, the LC
Issuer and the Administrative Agent, on the other hand, the obligations of
Borrower guaranteed under this Article XIII may be
declared to be forthwith due and payable, or may be deemed automatically to have
been accelerated, as provided in Section 8.1 hereof
for purposes of this Article XIII,
notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting Borrower or otherwise) preventing such
declaration as against Borrower and that, in the event of such declaration or
automatic acceleration, such obligations (whether or not due and payable by
Borrower) shall forthwith become due and payable by Guarantor for purposes of
this Article
XIII.

      13.5. Marshaling;
Reinstatement.  None of the Lenders nor the LC Issuer nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders, the
LC Issuer or the Administrative Agent shall have any obligation to marshal any
assets in favor of Guarantor or against or in payment of any or all of the
Guaranteed Obligations.  If Guarantor, Borrower or any other guarantor
of all or any part of the Guaranteed Obligations makes a payment or payments to
any Lender, the LC Issuer or the Administrative Agent, or any Lender, the LC
Issuer or the Administrative Agent receives any proceeds of collateral, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to
Borrower, Guarantor, such other guarantor or any other Person, or their
respective estates, trustees, receivers or any other party, including, without
limitation, Guarantor, under any bankruptcy law, state or federal law, common
law or equitable cause, then, to the extent of such payment or repayment, the
part of the Guaranteed Obligations which has been paid, reduced or satisfied by
such amount shall be reinstated and continued in full force and effect as of the
time immediately preceding such initial payment, reduction or
satisfaction.

      13.6. Delay of
Subrogation.  Notwithstanding any payment made by or for the
account of Guarantor pursuant to this Article XIII,
Guarantor shall not be subrogated to any right of the Administrative Agent or
any Lender, or have any right to obtain reimbursement from Borrower, until such
time as the Administrative Agent and each Lender shall have received final
payment in cash of the full amount of the Guaranteed Obligations.

      ARTICLE
XIV

      NOTICES

      14.1. Notices.

      (a) Except as
otherwise permitted by Section 2.13
with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party: (x) in the case of Borrower or the Administrative Agent, at its
address or facsimile number set forth on Schedule 14.1, (y) in
the case of any Lender or the LC Issuer, at its address or facsimile number set
forth on Schedule
14.1 or (z) in the case of any party, at such other address or facsimile
number as such party may hereafter specify for the purpose by notice to the
Administrative Agent and Borrower in accordance with the provisions of this
Section 14.1.  Each
such notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, or (iii) if given by any other
means, when delivered at the address specified in this Section; provided that notices to the
Administrative Agent under Article II shall not
be effective until received.  Notices delivered through electronic
communications to the extent provided in paragraph (b) below,
shall be effective as provided in said paragraph
(b).

      (b) Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and internet or intranet websites)
pursuant to procedures approved by the Administrative Agent or as otherwise
determined by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II if such
Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication.  The
Administrative Agent or Borrower may, in its respective discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it or as it otherwise
determines, provided that such
determination or approval may be limited to particular notices or
communications.  Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such
notice or other communication is not given during the normal business hours of
the recipient, such notice or communication shall be deemed to have been given
at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

      14.2. Change of
Address.  Borrower, the Administrative Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

      ARTICLE
XV


      COUNTERPARTS

      This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This
Agreement shall be effective when it has been executed by Borrower, Guarantor,
the Administrative Agent, the LC Issuer and the Lenders and each party has
notified the Administrative Agent by facsimile transmission or telephone that it
has taken such action.  Electronic records of executed Loan Documents
maintained by the Lenders shall deemed to be originals.

      ARTICLE
XVI

      CHOICE OF LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL

      16.1. CHOICE OF
LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

      16.2. CONSENT TO
JURISDICTION.  EACH OF BORROWER AND GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH OF BORROWER
AND GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
BORROWER OR GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.  ANY
JUDICIAL PROCEEDING BY BORROWER OR GUARANTOR AGAINST THE ADMINISTRATIVE AGENT,
THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC
ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN CHICAGO, ILLINOIS.

      16.3. WAIVER OF JURY
TRIAL.  BORROWER, GUARANTOR, THE ADMINISTRATIVE AGENT, THE LC
ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

      [Signatures
Follow]

      IN
WITNESS WHEREOF, Borrower, Guarantor, the Lenders, the LC Issuer, the
Syndication Agent and the Administrative Agent have executed this Agreement as
of the date first above written.

      BORROWER:

      


      VECTREN
CAPITAL, CORP.

      


      By: /s/
Robert L.
Goocher                                                                  

      Name:
Robert L.
Goocher                                                                         

      Title:
Vice President, Treasurer, and Assistant
Secretary                                                                         

      


      


      GUARANTOR:

      


      VECTREN
CORPORATION

      


      By: /s/
Robert L.
Goocher                                                                         

      Name:
Robert L.
Goocher                                                                         

      Title:
Vice President and
Treasurer                                                                         

       

      LASALLE BANK NATIONAL
ASSOCIATION, Individually, as Administrative Agent and as the LC
Issuer

      


      By: /s/
Sean P.
Drinan                                                                         

      Name:
Sean P.
Drinan                                                                         

      Title:
First Vice
President                                                                         

       

      JPMORGAN CHASE BANK, N.A.,
Individually and as Syndication Agent

      


      By: /s/
Robert C.
Mertensotto                                                                    

      Name:
Robert C. Mertensotto

      Title: Managing
Director

       

      WACHOVIA
BANK, N.A.

      


      By:
/s/Allison
Newman                                                                         

      Name:
Allison
Newman                                                                         

      Title:
Vice
President                                                                         

       

      FIFTH
THIRD BANK

      


      By: /s/
Dwight
Hamilton                                                                         

      Name:
Dwight
Hamilton                                                                         

      Title: Senior
Vice President

       

      MIZUHO
CORPORATE BANK, LTD.

      


      By: /s/
Raymond
Ventura                                                                         

      Name:Raymond
Ventura                                                                         

      Title: Deputy
General Manager

       

      U.S.
BANK NATIONAL ASSOCIATION

      


      By: /s/
Karen D.
Meyer                                                                         

      Name:
Karen D.
Meyer                                                                         

      Title: Vice
President

       

      REGIONS
BANK

      


      By: /s/
Scott A.
Dvornik                                                                         

      Name:
Scott A.
Dvornik                                                                         

      Title: Vice
President

       

      OLD
NATIONAL BANK

      


      By: /s/
Sara L.
Miller                                                                         

      Name:
Sara L.
Miller                                                                         

      Title:
Vice
President                                                                         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      PRICING
SCHEDULE

      


      


      
        	
                Pricing

              	
                Level
      I Status

              	
                Level
      II Status

              	
                Level
      III Status

              	
                Level
      IV Status

              	
                Level
      V Status

              	
                Level
      VI Status

              
	
                Applicable
      Margin for Eurodollar Advances

              	
                0.230%

              	
                0.270%

              	
                0.350%

              	
                0.425%

              	
                0.500%

              	
                0.800%

              
	
                Applicable
      Margin for Floating Rate Advances

              	
                0.00%

              	
                0.00%

              	
                0.00%

              	
                0.00%

              	
                0.00%

              	
                0.00%

              
	
                Applicable
      Fee Rate

              	
                0.07%

              	
                0.08%

              	
                0.10%

              	
                0.125%

              	
                0.15%

              	
                0.20%

              


      

      


      In
addition, at any time that the Aggregate Outstanding Credit Exposure exceeds 50%
of the Aggregate Commitment, then the Applicable Margin for Floating Rate
Advances and Eurodollar Advances shall be increased by 0.10%.

      For the
purposes of this Schedule, the following terms have the following meanings,
subject to the final paragraph of this Schedule:

      “Level I
Status” exists at any date if, on such date, Guarantor’s Moody’s Rating is A2 or
better or Guarantor’s S&P Rating is A or better.

      “Level II
Status” exists at any date if, on such date, (i) Guarantor has not qualified for
Level I Status and (ii) Guarantor’s Moody’s Rating is A3 or better or
Guarantor’s S&P Rating is A- or better.

      “Level
III Status” exists at any date if, on such date (i) Guarantor has not qualified
for Level I Status or Level II Status and (ii) Guarantor’s Moody’s Rating is
Baa1 or better and Guarantor’s S&P Rating is BBB+ or better.

      “Level IV
Status” exists at any date if, on such date (i) Guarantor has not qualified for
Level I Status, Level II Status or Level III Status and (ii) Guarantor’s Moody’s
Rating is Baa2 or better and Guarantor’s S&P Rating is BBB or
better.

      “Level V
Status” exists at any date if, on such date (i) Guarantor has not qualified for
Level I Status, Level II Status, Level III Status or Level IV Status and (ii)
Guarantor’s Moody’s Rating is Baa3 or better and Guarantor’s S&P Rating is
BBB- or better.

      “Level VI
Status” exists at any date if, on such date, Guarantor has not qualified for
Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status.

      “Moody’s
Rating” means, at any time, the corporate credit rating (without third-party
credit enhancement) issued by Moody’s and then in effect or the issuer’s rating
issued by Moody’s and then in effect with respect to Guarantor.

      “Rating”
means the S&P Rating or the Moody’s Rating.

      “S&P
Rating” means, at any time, the corporate credit rating (without third-party
credit enhancement) issued by S&P and then in effect or the issuer’s rating
issued by S&P and then in effect with respect to Guarantor.

      “Status”
means either Level I Status, Level II Status, Level III Status, Level IV Status,
Level V Status or Level VI Status.

      The
Applicable Margin and Applicable Fee Rate shall be determined in accordance with
the foregoing table based on Guarantor’s Status as determined from its
then-current Moody’s and S&P Ratings.  The credit rating in effect
on any date for the purposes of this Schedule is that in effect at the close of
business on such date.  If at any time Guarantor has no Moody’s Rating
or no S&P Rating, but has a Rating, the Status shall be determined based on
the Rating that is then in effect.  If at any time Guarantor has no
Moody’s Rating and has no S&P Rating, Level VI Status shall
exist.  If Guarantor is split rated and the rating differential is two
credit rating levels or more, then the intermediate credit rating at the
midpoint (or, if there is no midpoint, the higher of the two credit ratings)
shall apply.

      SCHEDULE
I

      


      COMMITMENTS

      


      
        	
                Lender

              	 	
                Commitment

              	 
	 
      	 	 	 
	
                JPMorgan
      Chase Bank, N.A.

              	 	$	45,000,000	 
	
                LaSalle
      Bank National Association

              	 	$	45,000,000	 
	
                Wachovia
      Bank, N.A.

              	 	$	40,000,000	 
	
                Fifth
      Third Bank

              	 	$	35,000,000	 
	
                Mizuho
      Corporate Bank, Ltd.

              	 	$	35,000,000	 
	
                US
      Bank National Association

              	 	$	25,000,000	 
	
                Regions
      Bank

              	 	$	15,000,000	 
	
                Old
      National

              	 	$	15,000,000	 
	 
      	 	 	 	 
	
                Total

              	 	$	255,000,000	 


      

      SCHEDULE
5.7

      LITIGATION

      ProLiance
Contingency

      In 2002,
a civil lawsuit was filed in the United States District Court for the Northern
District of Alabama by the City of Huntsville, Alabama d/b/a Huntsville
Utilities, Inc. (Huntsville Utilities) against ProLiance Energy, LLC, a
subsidiary of Guarantor ("ProLiance").  Huntsville Utilities asserted
claims based on alleged breach of contract with respect to the provision of
portfolio services and/or pricing advice, fraud, fraudulent inducement, and
other theories, including conversion and violations under the Racketeering,
Influenced and Corrupt Organizations Act (RICO).  These claims related
generally to: (1) alleged breach of contract in providing advice and/or
administering portfolio arrangements; (2) alleged promises to provide gas at a
below-market rate; (3) the creation and repayment of a “winter levelizing
program” instituted by ProLiance in conjunction with the Manager of Huntsville’s
Gas Utility to allow Huntsville Utilities to pay its gas bills from the winter
of 2000-2001 over an extended period of time coupled with the alleged ignorance
about the program on the part of Huntsville Utilities’ Gas Board and other
management; and (4) conversion of Huntsville Utilities’ gas storage supplies to
repay the balance owed on the winter levelizing program and the alleged lack of
authority of Huntsville Utilities’ gas manager to approve those
sales.

      In early
2005, a jury trial commenced and on February 10, 2005, the jury returned a
verdict largely in favor of Huntsville Utilities and awarded Huntsville
Utilities compensatory damages of $8.2 million and punitive damages of $25.0
million.  The jury rejected Huntsville Utilities’ claim of
conversion.  The jury also rejected a counter claim by ProLiance for
payment of amounts due from Huntsville Utilities.  Following that
verdict, there were a number of issues presented to the judge for
resolution.  Huntsville made a claim under federal law that it was
entitled to have the compensatory damage award trebled.  The judge
rejected that request.  ProLiance made a claim against Huntsville for
unjust enrichment, which was also rejected by the judge.  The judge
also determined that attorneys’ fees and prejudgment interest are owed by
ProLiance to Huntsville Utilities.  The verdict, as affected by the
judge’s subsequent rulings, totals $38.9 million, and ProLiance has posted an
appeal bond for that estimated amount.  ProLiance’s management
believes there are reasonable grounds for appeal which offer a basis for
reversal of the entire verdict, and initiated the appeal process on July 26,
2005.

      While it
is reasonably possible that a liability has been incurred by ProLiance, it is
not possible to predict the ultimate outcome of an appeal of the
verdict.  ProLiance recorded a reserve of $3.9 million as of December
31, 2004, reflective of their assessment of the lower end of the range of
potential exposure on certain issues identified in the case and inclusive of
estimated ongoing litigation costs.  Amounts due from Huntsville
Utilities were fully reserved by ProLiance in 2003.

      As an
equity investor in ProLiance, the Guarantor reflected its share of the charge,
or $1.4 million after tax, in its 2004 results.  That charge does not
consider that actual losses might be recovered from insurance
carriers.  It is not expected that an unfavorable outcome on appeal
will have a material adverse effect on the Guarantor’s consolidated financial
position or its liquidity, but an unfavorable outcome could be material to the
Guarantor’s earnings.

      IRS Section 29 Tax Credit
Recent Developments

      Guarantor’s
Coal Mining operations are comprised of Vectren Fuels, Inc. (Fuels), which
includes its coal mines and related operations and Vectren Synfuels, Inc.
(Synfuels).  Synfuels holds one limited partnership unit (an 8.3%
interest) in Pace Carbon Synfuels Investors, LP (Pace Carbon), a Delaware
limited partnership formed to develop, own, and operate four projects to produce
and sell coal-based synthetic fuel utilizing Covol technology.

      Under
Section 29 of the Internal Revenue Code, manufacturers such as Pace Carbon
receive a tax credit for every ton of synthetic fuel sold.  To qualify
for the credits, the synthetic fuel must meet three primary conditions: 1) there
must be a significant chemical change in the coal feedstock, 2) the product must
be sold to an unrelated person, and 3) the production facility must have been
placed in service before July 1, 1998.

      In past
rulings, the Internal Revenue Service (IRS) has concluded that the synthetic
fuel produced at the Pace Carbon facilities should qualify for Section 29 tax
credits.  The IRS issued a private letter ruling with respect to the
four projects on November 11, 1997, and subsequently issued an updated private
letter ruling on September 23, 2002.  As a partner in Pace Carbon,
Guarantor has reflected total tax credits under Section 29 in its consolidated
results through September 30, 2005, of approximately $74 million.  To
date, Guarantor has been in a position to fully recognize the credits
generated.  Primarily from the use of these credits, the Guarantor was
in an Alternative Minimum Tax (AMT) position in 2004 and expects to be in that
position in 2005.  As a result, the Guarantor has an AMT credit
carryforward of approximately $36 million at September 30, 2005.

      During
June 2001, the IRS began a tax audit of Pace Carbon for the 1998 tax year and
later expanded the audit to include tax years 1999, 2000, and
2001.  In May 2004, the IRS completed its audit of the 1998 to 2001
tax returns of Pace Carbon requesting only minor modifications to previously
filed returns.  There were no changes to any of the filed Section 29
tax credit calculations.  The Permanent Subcommittee on Investigations
of the U.S. Senate’s Committee on Governmental Affairs, however, has an ongoing
investigation related to Section 29 tax credits.

      Further,
Section 29 tax credits are only available when the price of oil is less than a
base price specified by the tax code, as adjusted for inflation.  The
Guarantor does not believe that credits realized in prior years will be affected
by the limitation. However, an average NYMEX price of approximately $75 per
barrel for the remainder of 2005, or an average NYMEX annual price of
approximately $60 per barrel in 2006, could limit Section 29 tax credits in
those years.  In January 2005, the Guarantor executed an insurance
arrangement that partially limits the Guarantor’s exposure if a limitation on
the availability of tax credits were to occur in 2005 and/or 2006 due to oil
prices.  The insurance policy protects approximately two-thirds of the
expected 2005 and one-third of the expected 2006 tax credits.

      Guarantor
believes it is justified in its reliance on the private letter rulings and most
recent IRS audit results for the Pace Carbon
facilities.  Additionally, the Guarantor does not currently expect oil
price limitations on the credits in 2005.  Therefore, the Guarantor
will continue to recognize Section 29 tax credits as they are earned until there
is either a change in the tax code or the IRS’ interpretation of that tax
code.

      Gas Cost Recovery (GCR)
Audit Proceedings

      On June
14, 2005, the PUCO issued an order disallowing the recovery of approximately
$9.6 million of gas costs relating to the two year audit period ended November
2002.  That audit period provided the PUCO staff its initial review of
the portfolio administration arrangement between an indirect wholly-owned
utility subsidiary of Guarantor, Vectren Energy Delivery of Ohio ("VEDO") and
ProLiance.  The disallowance includes approximately $1.3 million
relating to pipeline refunds and penalties and approximately $4.5 million of
costs for winter delivery services purchased by VEDO to ensure reliability over
the two year period.  The PUCO also held that ProLiance should have
credited to VEDO an additional $3.8 million more than credits actually received
for the right to use VEDO’s gas transportation capacity periodically during the
periods when it was not required for serving VEDO’s customers.  The
PUCO also directed VEDO to either submit its receipt of portfolio administration
services to a request for proposal process or to in-source those
functions.

      During
2004, the Guarantor recorded a reserve of $1.5 million for this
matter.  An additional pretax charge of $3.0 million was recorded in
Cost of Gas Sold in the second quarter of 2005.  The reserve reflects
management’s assessment of the impact of the June 14 decision, an estimate of
any current impact that decision may have on subsequent audit periods, and an
estimate of a sharing in any final disallowance by Guarantor’s partner in
ProLiance.

      Notwithstanding
the additional charge, Guarantor’s management believes that there exists a sound
basis to challenge the aspects of the decision related to the $4.5 million
winter delivery service issue and the $3.8 million portfolio administration
issue.  VEDO filed its request for rehearing on July 14, 2005, and on
August 10, 2005, the PUCO granted rehearing to further consider the $3.8 million
portfolio administration issue and all interest on the findings, but denied
rehearing on all other aspects of the case.  On October 7, 2005, the
Guarantor filed an appeal with the Ohio Supreme Court requesting reversal of the
$4.5 million disallowance related to the winter delivery service
issue.  A schedule to file briefs with the court has yet to be
determined.  In addition, the Guarantor solicited and received bids
for VEDO’s gas supply and portfolio administration services and has selected a
third party provider, who began providing services to VEDO on November 1, 2005,
under a one year contract.

      ENVIRONMENTAL
MATTERS

      NOx SIP Call
Matter

      The
Guarantor has taken steps to comply with Indiana’s State Implementation Plan
(SIP) of the Clean Air Act (the Act).  These steps include installing
Selective Catalytic Reduction (SCR) systems at Culley Generating Station Unit 3
(Culley), Warrick Generating Station Unit 4, and A.B. Brown Generating Station
Units 1 and 2.  SCR systems reduce flue gas nitrogen oxide (NOx)
emissions to atmospheric nitrogen and water using ammonia in a chemical
reaction.  This technology is known to currently be the most effective
method of reducing NOx emissions where high removal efficiencies are
required.

      The
Indiana Utility Regulatory Commission  (“IURC”) has issued orders that
approve:

      
        	
                ·  

              	
                the
      Guarantor’s project to achieve environmental compliance by investing in
      clean coal technology;

              


      

      
        	
                ·  

              	
                a
      total capital cost investment for this project up to $250 million
      (excluding AFUDC and administrative overheads), subject to periodic review
      of the actual costs incurred;

              


      

      
        	
                ·  

              	
                a
      mechanism whereby, prior to an electric base rate case, the Guarantor may
      recover through a rider that is updated every six months, an 8% return on
      its weighted capital costs for the project;
and

              


      

      
        	
                ·  

              	
                ongoing
      recovery of operating costs, including depreciation and purchased emission
      allowances, related to the clean coal technology once the facility is
      placed into service.

              


      

      


      Through
September 30, 2005, capital investments approximating the level approved by the
IURC have been made.  Once all equipment is installed and operational,
related annual operating expenses, including depreciation expense, are estimated
to be between $24 million and $27 million.

      The
Guarantor has achieved timely compliance through the reduction of the
Guarantor’s overall NOx emissions to levels compliant with Indiana’s NOx
emissions budget allotted by the USEPA.  Therefore, the Guarantor has
recorded no accrual for potential penalties that may result from
noncompliance.

      Clean Air Interstate Rule
& Clean Air Mercury Rule

      In March
of 2005 USEPA finalized two new air emission reduction regulations.  The
Clean Air Interstate Rule (CAIR) is an allowance cap and trade program requiring
further reductions in Nitrogen Oxides (NOx) and Sulfur Dioxide (SO2) emissions
from coal-burning power plants.  The Clean Air Mercury Rule (CAMR) is an
allowance cap and trade program requiring further reductions in mercury
emissions from coal-burning power plants.  Both sets of regulations require
emission reductions in two phases.  The first phase deadline for both rules
is 2010 (2009 for NOx under CAIR), and the second phase deadline for compliance
with the emission reductions required under CAIR is 2015, while the second phase
deadline for compliance with the emission reduction requirements of CAMR is
2018.  The Guarantor is evaluating compliance options and fully
expects to be in compliance by the required deadlines.

      In May
2005, Guarantor’s utility subsidiary, SIGECO, filed a new multi-emission
compliance plan with the IURC.  On October 19, 2005, the Guarantor and
the OUCC filed with the IURC a settlement agreement.  If the
settlement agreement is approved, SIGECO’s coal-fired plants will be 100%
scrubbed for sulfur dioxide (SO2), 90% scrubbed for nitrogen oxide (NOx), and
mercury emissions will be reduced to meet the new mercury reduction
standards.  The Guarantor will recover a return on its capital
investments, which are expected to approximate $110 million, and related
operating expenses through a rider mechanism.  This rider mechanism
will operate like the rider used to recover NOx-related capital investments and
operating expenses.  The settlement agreement also provides for the
retirement of certain facilities against related accumulated depreciation
reserves in accordance with standard utility practice.  The Guarantor
expects a final order from the IURC related to this settlement agreement before
the end of November 2005.

      


      


      Information
Request

      On
January 23, 2001, SIGECO received an information request from the USEPA under
Section 114 of the Clean Air Act for historical operational information on the
Warrick and A.B. Brown generating stations.  SIGECO has provided all
information requested with the most recent correspondence provided on March 26,
2001.

      Manufactured Gas
Plants

      In the
past, Indiana Gas, SIGECO, and others operated facilities for the manufacture of
gas.  Given the availability of natural gas transported by pipelines,
these facilities have not been operated for many years.  Under
currently applicable environmental laws and regulations, Indiana Gas, SIGECO,
and others may n be required to take remedial action if certain byproducts are
found above the regulatory thresholds at these sites.

      Indiana
Gas has identified the existence, location, and certain general characteristics
of 26 gas manufacturing and storage sites for which it may have some remedial
responsibility.  Indiana Gas has completed a remedial
investigation/feasibility study (RI/FS) at one of the sites under an agreed
order between Indiana Gas and the IM, and a Record of Decision was issued by the
IDEM in January 2000.  Although Indiana Gas has not begun an RI/FS at
additional sites, Indiana Gas has submitted several of the sites to the IDEM's
Voluntary Remediation Program  (VRP) and is currently conducting some
level of remedial activities, including groundwater monitoring at certain sites,
where deemed appropriate, and will continue remedial activities at the sites as
appropriate and necessary.

      In
conjunction with data compiled by environmental consultants, Indiana Gas has
accrued the estimated costs for further investigation, remediation, groundwater
monitoring, and related costs for the sites.  While the total costs
that may be incurred in connection with addressing these sites cannot be
determined at this time, Indiana Gas has recorded costs that it reasonably
expects to incur totaling approximately $20.4 million.

      The
estimated accrued costs are limited to Indiana Gas’ proportionate share of the
remediation efforts.  Indiana Gas has arrangements in place for 19 of
the 26 sites with other potentially responsible parties (PRP), which serve to
limit Indiana Gas’ share of response costs at these 19 sites to between 20% and
50%.

      With
respect to insurance coverage, Indiana Gas has received and recorded settlements
from all known insurance carriers in an aggregate amount approximating $20.4
million.

      Environmental
matters related to manufactured gas plants have had no material impact on
earnings since costs recorded to date approximate PRP and insurance settlement
recoveries.  While Indiana Gas has recorded all costs which it
presently expects to incur in connection with activities at these sites, it is
possible that future events may require some level of additional remedial
activities which are not presently foreseen.

      In
October 2002, the Guarantor received a formal information request letter from
the IDEM regarding five manufactured gas plants owned and/or operated by SIGECO
and not currently enrolled in the IDEM’s VRP.  In response, SIGECO
submitted to the IDEM the results of preliminary site investigations conducted
in the mid-1990’s.  These site investigations confirmed that based
upon the conditions known at the time, the sites posed no risk to human health
or the environment.  Follow up reviews have been initiated by the
Guarantor to confirm that the sites continue to pose no such risk.

      On
October 6, 2003, SIGECO filed applications to enter four of the manufactured gas
plant sites in IDEM's VRP.  The remaining site is currently being
addressed in the VRP by another Indiana utility.  SIGECO added those
four sites into the renewal of the global Voluntary Remediation Agreement that
Indiana Gas has in place with IDEM for its manufactured gas plant
sites.  That renewal was approved by the IDEM on February 24,
2004.  On July 13, 2004, SIGECO filed a declaratory judgment action
against its insurance carriers seeking a judgment finding its carriers liable
under the policies for coverage of further investigation and any necessary
remediation costs that SIGECO may accrue under the VRP program.  The
total investigative costs, and if necessary, costs of remediation at the four
SIGECO sites, as well as the amount of any PRP or insurance recoveries, cannot
be determined at this time.

      Jacobsville Superfund
Site

      On July
22, 2004, the USEPA listed the Jacobsville Neighborhood Soil Contamination site
in Evansville, Indiana, on the National Priorities List under the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA).  The
USEPA has identified four sources of historic lead
contamination.  These four sources shut down manufacturing operations
years ago.  When drawing up the boundaries for the listing, the USEPA
included a 250 acre block of properties surrounding the Jacobsville
neighborhood, including Guarantor's Wagner Operations
Center.  Guarantor's property has not been named as a source of the
lead contamination, nor does the USEPA's soil testing to date indicate that the
Guarantor property contains lead contaminated soils.  Guarantor's own
soil testing, completed during the construction of the Operations Center, did
not indicate that the Guarantor property contains lead contaminated
soils.  At this time, Guarantor anticipates only additional soil
testing, if required by the USEPA.

      SCHEDULE
5.8

      SUBSIDIARIES
AND OTHER INVESTMENTS

      


      
        	
                Investment

                In

              	
                Jurisdiction
      of

                Organization

              	
                Owned

                By

              	
                Percent

                Ownership

              
	
                IEI
      Capital Corp.

              	
                Indiana

              	
                Vectren
      Capital, Corp.

              	
                100%

              
	 
      	 
      	 
      	 
      


      

      


      SCHEDULE
5.14

      INDEBTEDNESS
AND LIENS

      (A)           Liens

      


      None.

      (B)           Existing
Indebtedness

      
        	 	1.	 	
                That
      certain comfort letter of Vectren Corporation issued to LaSalle Bank N.A.
      and other participating lenders under a certain Short Term Revolving Line
      of Credit and Term Loan Agreement entered into by Reliant Services, LLC,
      an indirect subsidiary of Vectren Corporation.

                 

              
	 	2.	 	
                Reimbursement
      Obligations of Vectren Corporation in connection with a letter of credit
      issued by Old National Bank in favor of Vigo Coal in the amount of
      $1,500,000.

                 

              
	 	3.	 	
                Reimbursement
      Obligations of Vectren Enterprises, a subsidiary of Vectren Corporation,
      in connection with a letter of credit issued by Fifth Third Bank in favor
      of National City Bank in the amount of $4,125,000.

                 

              
	 	4.	 	
                Reimbursement
      Obligations of Vectren Corporation in connection with a letter of credit
      issued by Fifth Third Bank in favor of Liberty Insurance in the amount of
      $200,000.

                 

              
	 	5.	 	
                Reimbursement
      Obligations of Vectren Corporation in connection with a letter of credit
      issued by Fifth Third Bank in favor of Zurich Insurance in the amount of
      $1,258,838.

                 

              


      

      


      SCHEDULE
5.16

      ENVIRONMENTAL
MATTERS

      See Schedule 5.7, which
Schedule is incorporated herein by this reference.

      


      SCHEDULE
6.18

      CERTAIN
RESTRICTIONS

      


      
        	
                1.

              	
                An
      order of the Securities and Exchange Commission dated October 12, 1944
      under the Public Utility Holding Company Act of 1935 in effect restricts
      the payment of cash dividends on common stock of Southern Indiana Gas and
      Electric Company (“SIGECO”), a wholly owned subsidiary of Vectren Utility
      Holdings, Inc. (“VUHI”) to 75% of net income available for distribution to
      the common stock, earned subsequent to December 31, 1943, if the
      percentage of common stock equity to total capitalization and surplus, as
      defined, is less than 25%.  At December 31, 2004, such ratio
      amounted to approximately 51%.

                 

              
	
                2.

              	
                The
      payment of cash dividends on SIGECO’s common stock to VUHI is, in effect,
      restricted by SIGECO’s First Mortgage Indenture (the
      “Mortgage”).  The Mortgage restricts dividends to accumulated
      surplus available for distribution to common stock earned subsequent to
      December 31, 1947 if amounts deducted from earnings for current repairs
      and maintenance and provisions for renewals, replacements and depreciation
      of all the property of SIGECO are less than amounts specified in the
      Mortgage.  (Section 1.02 of the Supplemental Indenture dated as
      of July 1, 1948, as supplemented.)  No amount was restricted
      against cash dividends on common stock as of December 31, 2004 under this
      restriction.

              


      

      


      SCHEDULE
14.1

      NOTICE
INFORMATION

      


      VECTREN CAPITAL,
CORP.

      


      One
Vectren Square

      Evansville,
Indiana  47708

      Attention:
Robert L. Goocher

      Telephone:  (812)
491-4080

      FAX:  (812)
491-4346

      


      VECTREN
CORPORATION

      


      One
Vectren Square

      Evansville,
Indiana  47708

      Attention:
Robert L. Goocher

      Telephone:  (812)
491-4080

      FAX:  (812)
491-4346

      


      LASALLE BANK NATIONAL
ASSOCIATION,

      Individually,
as Administrative Agent and as the LC Issuer

      


      135 South
LaSalle Street

      Chicago,
Illinois 60603

      Attention:
Sean Drinan

      Telephone:  (312)
992-2039

      FAX:  (312)
904-1994

      email:
sean.drinan@abnamro.com

      


      JPMORGAN CHASE BANK,
N.A.,

      Individually
and as Syndication Agent

      


      Notices
(other than Borrowing Notices):

      


      600
Travis, 20th Floor

      Houston,
TX 77030

      Attention:  Robert
Traband

      Telephone:
(713) 216-1081

      FAX:
(713) 216-8870

      Email:
robert.traband@jpmorgan.com

      


      Borrowing
Notices:

      


      Loan
& Agency Services

      1111
Fannin 10FL

      Houston
TX, 77002

      Telephone:  (713)
750-2267

      FAX:  (713)
427-6307

      


      WACHOVIA BANK,
N.A.

      301 S.
College St.

      Charlotte,
North Carolina 28288

      Attention:
Allison Newman

      Telephone:
704-383-5260

      FAX:
704-383-6647

      E-mail:
allison.newman@wachovia.com

      


      FIFTH THIRD
BANK

      20 NW
Third Street

      Evansville,
Indiana 47739-0001

      Attention:
Dwight Hamilton

      Telephone:
(812) 456-3394

      FAX:
(812) 456-4060

      E-mail:
Dwight.Hamilton@53.com

      


      MIZUHO CORPORATE BANK,
LTD.

      1251
Avenue of the Americas

      New York,
New York 10020

      Attention:
Nelson Chang

      Telephone:
212-282-3465

      FAX:
212-282-4488

      E-mail:
nelson.chang@mizuhocbus.com

      


      U.S. BANK NATIONAL
ASSOCIATION

      7th &
Washington; 12th Floor

      St.
Louis, MO  63101

      Attention:
Roger Gross

      Telephone:
(314) 418-8196

      FAX:
(314) 418-3859

      E-mail:
roger.gross@usbank.com

      


      REGIONS
BANK

      One
Indiana Square

      Suite
227

      Indianapolis,
IN 46204

      Attention:
Scott A. Dvornik

      Telephone:
317-221-6087

      FAX:
317-221-6120

      E-mail:
scott.dvornik@regions.com

      


      OLD NATIONAL
BANK

      420 Main
Street

      Evansville,
Indiana 47708

      Attention:
Sara L. Miller

      Telephone:
(812) 464-1568

      FAX:
(812) 464-1262

      Email:
sara_miller@oldnational.com

      EXHIBIT
A

      FORM OF REVOLVING CREDIT
NOTE

      
        	$	 	 	
                Date:
      __________, 200_

              
	 	 	 	
                Chicago,
      Illinois

                 

              


      

      FOR VALUE
RECEIVED, VECTREN CAPITAL, CORP., an Indiana corporation (“Borrower”), hereby
promises to pay to the order of                                                  
(the “Lender”),
or its assigns, at the main office of LASALLE BANK NATIONAL ASSOCIATION (the
“Administrative
Agent”), as Administrative Agent under the Agreement (hereinafter
defined) in Chicago, Illinois, or at such other place as the holder hereof may
designate in writing, the principal sum of __________ Dollars ($), or the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
Borrower pursuant to Article II of the Agreement, in lawful money of the United
States of America and in immediately available funds, together with interest on
the unpaid principal balance existing from time to time at the per annum rates
and on the dates set forth in the Agreement.  Borrower shall pay the
principal and accrued and unpaid interest on the Revolving Loans in full on the
Commitment Termination Date and shall make such mandatory payments as are
required to be made under the terms of Article II of the Agreement.

      The
Lender shall, and is hereby authorized to, record on any schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Revolving Loan under this Note and the date and amount of
each principal payment hereunder.

      This Note
is issued pursuant to, is entitled to the benefit of, and is subject to the
provisions of that certain Credit Agreement dated as of November 10, 2005 among
Borrower, Vectren Corporation, the lenders party thereto, including the Lender,
and LaSalle Bank National Association, as the Administrative Agent for the
Lenders (as the same may be amended from time to time, the “Agreement”), to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note, including, without limitation, the terms and conditions
under which this Note may be prepaid or its maturity date
accelerated.  This Note is guaranteed, as more specifically described
in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof.  Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the
Agreement.

      Subject
to any applicable grace or cure period set forth in the Agreement, if Borrower
fails to make the payment of any installment of principal or interest, as
provided in the Agreement, or upon the occurrence of any other Default, then in
any of such events, or at any time thereafter prior to such Default being cured,
the entire principal balance of this Note, and all accrued and unpaid interest
thereon, irrespective of the maturity date specified herein or in the Agreement,
together with reasonable attorneys’ fees and other costs incurred in collecting
or enforcing payment or performance hereof and with interest from the date of
Default on the unpaid principal balance hereof at the Default rate specified in
Section 2.11 of the Agreement, shall, at the election of the Required
Lenders (except as otherwise provided for automatic acceleration on the
occurrence of certain Defaults specified in the Agreement), and without relief
from valuation and appraisement laws, become immediately due and
payable.

      Borrower
and all endorsers, guarantors, sureties, accommodation parties hereof and all
other parties liable or to become liable for all or any part of this
indebtedness, severally waive demand, presentment for payment, notice of
dishonor, protest and notice of protest and expressly agree that this Note and
any payment coming due under it may be extended or otherwise modified from time
to time without in any way affecting their liability hereunder.

      Notice of
acceptance of this Note by the Lender is hereby waived.

      BORROWER,
AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OTHER
LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY COURSE
OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTIONS OF BORROWER
OR ANY OF THE LENDERS.  BORROWER SHALL NOT SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN
ANY RESPECT OR RELINQUISHED BY THE LENDERS EXCEPT BY WRITTEN INSTRUMENT EXECUTED
BY BORROWER, THE LENDER AND THE OTHER LENDERS.

      IN
WITNESS WHEREOF, Borrower has caused this Note to be executed by its duly
authorized officer as of the day and year first hereinabove
written.

      
        	
                VECTREN
      CAPITAL, CORP.

                 

              
	
                By:

                 

              
	
                Its:

              


      

      SCHEDULE OF REVOLVING
LOANS

      AND PAYMENTS OF
PRINCIPAL

      BORROWER:                                VECTREN
CAPITAL, CORP.

      NOTE
DATED:                                _________,
200_

      


      
        	
                
                  Date

                

              	
                
                  Principal

                  Amount

                  of
      Loan

                

              	
                
                  Type

                  of
      Loan

                

              	
                
                  Maturity

                  of
      Interest

                  Period

                

              	
                
                  Amount
      of

                  Principal
      Repaid

                

              	
                
                  Unpaid

                  Balance

                

              	
                
                  Maturity

                

              


      

      


      EXHIBIT
B

      FORM OF CREDIT
NOTE

      (Swingline)

      
        	 	$40,000,000	 	 	
                Dated:
      November 10, 2005

                Chicago,
      Illinois

              
	 	 	 	 	 


      

      FOR VALUE
RECEIVED, VECTREN CAPITAL, CORP., an Indiana corporation (“Borrower”), hereby
promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (“LaSalle”), or its
assigns, at its principal office at Chicago, Illinois, or at such other place as
the holder hereof may designate in writing, in lawful money of the United States
of America and in immediately available funds, the principal sum of Forty
Million Dollars ($40,000,000), or so much thereof as may be advanced and
outstanding from time to time, together with interest on the unpaid principal
balance existing from time to time at the per annum rates and on the dates set
forth in the Agreement (hereinafter defined).  Borrower shall pay the
principal and accrued and unpaid interest on this Note in full on the Commitment
Termination Date and shall make such mandatory payments as are required to be
made under the terms of Article II of the Agreement.

      LaSalle
shall, and is hereby authorized to, record on any schedule attached hereto, or
to otherwise record in accordance with its usual practice, the date and amount
of each Advance under this Note and the date and amount of each principal
payment hereunder.

      This Note
is issued pursuant to, is entitled to the benefit of, and is subject to the
provisions of that certain Credit Agreement of even date herewith among
Borrower, Vectren Corporation, the lenders party thereto, and LaSalle,
individually and as Administrative Agent (as the same may be amended from time
to time, the “Agreement”), to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note, including, without limitation, the terms and conditions
under which this Note may be prepaid or its maturity date
accelerated.  This Note is guaranteed, as more specifically described
in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof.  Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the
Agreement.

      Subject
to any applicable grace or cure period set forth in the Agreement, if Borrower
fails to make the payment of any installment of principal or interest, as herein
provided, when due, or upon the occurrence of any other Default, then in any of
such events, or at any time thereafter prior to such Default being cured, the
entire principal balance of this Note, and all accrued and unpaid interest
thereon, irrespective of the maturity date specified herein, together with
reasonable attorneys’ fees and other costs incurred in collecting or enforcing
payment or performance hereof and with interest from the date of Default on the
unpaid principal balance hereof at the Default rate specified in
Section 2.11 of the Agreement, shall, at the election of LaSalle (except as
otherwise provided for automatic acceleration on the occurrence of certain
Defaults specified in the Agreement), and without relief from valuation and
appraisement laws, become immediately due and payable.

      Borrower
and all endorsers, guarantors, sureties, accommodation parties hereof and all
other parties liable or to become liable for all or any part of this
indebtedness, severally waive demand, presentment for payment, notice of
dishonor, protest and notice of protest and expressly agree that this Note and
any payment coming due under it may be extended or otherwise modified from time
to time without in any way affecting their liability hereunder.

      Notice of
acceptance of this Note by LaSalle is hereby waived.

      BORROWER,
AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY
OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY
COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTIONS OF
BORROWER OR LASALLE.  BORROWER SHALL NOT SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED.  THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN
ANY RESPECT OR RELINQUISHED BY LASALLE EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY
BORROWER AND LASALLE.

      IN
WITNESS WHEREOF, Borrower has caused this Note to be executed by its duly
authorized officer as of the day and year first hereinabove
written.

      
        	
                VECTREN
      CAPITAL, CORP., an Indiana corporation

                 

              
	
                By:

                 

              
	
                Its:

              


      

      SCHEDULE OF ADVANCES UNDER
SWINGLINE

      AND PAYMENTS OF
PRINCIPAL

      BORROWER:                                VECTREN
CAPITAL, CORP.

      NOTE
DATED:                                November
10, 2005

      
        	
                
                  Date

                

              	
                
                  Principal

                  Amount

                  of
      Advance

                

              	
                
                  Type

                  of

                  Advance

                

              	
                
                  Maturity

                  of
      Interest

                  Period

                

              	
                
                  Amount
      of

                  Principal
      Repaid

                

              	
                
                  Unpaid

                  Balance

                

              	
                
                  Maturity

                

              


      

      


      EXHIBIT
C

      FORM OF COMPLIANCE
CERTIFICATE

      To:           The
Lenders parties to the

      Credit Agreement Described
Below

      This
Compliance Certificate is furnished pursuant to that certain Credit Agreement
dated as of November 10, 2005 (as amended, modified, renewed or extended from
time to time, the “Agreement”) among
VECTREN CAPITAL, CORP. (“Borrower”), VECTREN
CORPORATION, the lenders party thereto and LaSalle Bank National Association, as
Administrative Agent for the Lenders.  Unless otherwise defined
herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.

      THE
UNDERSIGNED HEREBY CERTIFIES THAT:

      
        	
                1.

              	
                I
      am the duly elected _____________ of Borrower;

              
	
                2.

              	
                I
      have reviewed the terms of the Agreement and I have made, or have caused
      to be made under my supervision, a detailed review of the transactions and
      conditions of Borrower and its Subsidiaries during the accounting period
      covered by the attached financial statements;

              
	
                3.

              	
                The
      examinations described in paragraph 2 did not disclose, and I have no
      knowledge of, the existence of any condition or event which constitutes a
      Default or Unmatured Default during or at the end of the accounting period
      covered by the attached financial statements or as of the date of this
      Certificate, except as set forth below; and

              
	
                4.

              	
                Schedule
      I attached hereto sets forth financial data and computations evidencing
      compliance with certain covenants of the Agreement, all of which data and
      computations are true, complete and
correct.

              


      

      Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which Borrower has taken, is taking, or proposes to take with respect to
each such condition or event:

      The
foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered this  day
of_________, _____.

      
        	
                VECTREN
      CAPITAL, CORP.

              
	
                By:

              
	
                Its:

              


      

      SCHEDULE
I TO COMPLIANCE CERTIFICATE

      Compliance
as of ______, ____ with

      Provisions
of ____and ____ of

      the
Agreement

      EXHIBIT
D

      FORM OF LOAN/CREDIT RELATED
MONEY TRANSFER INSTRUCTION

      To
LaSalle Bank National Association,

      as
Administrative Agent (the “Administrative
Agent”) under the Credit Agreement

      Described
Below.

      
        	
                Re:

              	
                Credit
      Agreement, dated November 10, 2005 (as the same may be amended or
      modified, the “Credit
      Agreement”), among VECTREN CAPITAL, CORP. (“Borrower”),
      VECTREN CORPORATION, the Lenders named therein and the Administrative
      Agent.  Capitalized terms used herein and not otherwise defined
      herein shall have the meanings assigned thereto in the Credit
      Agreement.

              


      

      The
Administrative Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Administrative Agent of a specific written revocation of such instructions by
Borrower, provided, however,
that the Administrative Agent may otherwise transfer funds as hereafter directed
in writing by Borrower in accordance with Section 14.1 of the Credit
Agreement or based on any telephonic notice made in accordance with
Section 2.13 of the Credit Agreement.

      
        	
                Facility
      Identification Number(s):

              	 
      
	
                Customer/Account
      Name

              	 
      
	
                Transfer
      Funds To

              	 
      
	
                For
      Account No.

              	 
      
	
                Reference/Attention
      To

              	 
      
	
                 

                Authorized
      Officer (Customer Representative)

              	
                Date

              
	 
      
	
                (Please
      Print)

              	
                Signature

              
	
                 

                Bank
      Officer Name

              
	 
      
	
                (Please
      Print)

              	
                Signature

              
	
                 

                (Deliver
      Completed Form to Credit Support Staff For Immediate
      Processing)

              


      

      


      EXHIBIT
E

      FORM OF ASSIGNMENT
AGREEMENT

      This
Assignment Agreement (this “Assignment
Agreement”) between
             
(the “Assignor”) and
                   
(the “Assignee”) is dated
as of             ,
200_.  The parties hereto agree as follows:

      1. PRELIMINARY
STATEMENT.  The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the “Credit Agreement”)
described in Item 1 of Schedule 1 attached hereto (“Schedule
1”).  Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit
Agreement.

      2. ASSIGNMENT AND
ASSUMPTION.  The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor’s rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement relating to the facilities listed in Item 3 of
Schedule 1 and the other Loan Documents.  The aggregate Commitment (or
Loans, if the applicable Commitment has been terminated) purchased by the
Assignee hereunder is set forth in Item 4 of Schedule 1.

      3. EFFECTIVE
DATE.  The effective date of this Assignment Agreement (the
“Effective
Date”) shall be the later of the date specified in Item 5 of Schedule 1
or two Business Days (or such shorter period agreed to by the Administrative
Agent) after a Notice of Assignment substantially in the form of Exhibit I
attached hereto has been delivered to the Administrative Agent.  Such
Notice of Assignment must include any consents required to be delivered to the
Administrative Agent by Section 12.3.1 of the Credit
Agreement.  In no event will the Effective Date occur if the payments
required to be made by the Assignee to the Assignor on the Effective Date under
Sections 4 and 5 hereof are not made on the proposed Effective
Date.  The Assignor will notify the Assignee of the proposed Effective
Date no later than the Business Day prior to the proposed Effective
Date.  As of the Effective Date, (a) the Assignee shall have the
rights and obligations of a Lender under the Loan Documents with respect to the
rights and obligations assigned to the Assignee hereunder, and (b) the Assignor
shall relinquish its rights and be released from its corresponding obligations
under the Loan Documents with respect to the rights and obligations assigned to
the Assignee hereunder.

      4. PAYMENTS
OBLIGATIONS.  On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the interest assigned
hereby.  The Assignee shall advance funds directly to the
Administrative Agent with respect to all Loans and reimbursement payments made
on or after the Effective Date with respect to the interest assigned
hereby.  [In consideration for the sale and assignment of Loans
hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an
amount equal to the principal amount of the portion of all Floating Rate Loans
assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Loan
made by the Assignor and assigned to the Assignee hereunder which is outstanding
on the Effective Date, (i) on the last day of the Eurodollar Interest Period
therefor, or (ii) on such earlier date agreed to by the Assignor and the
Assignee, or (iii) on the date on which any such Eurodollar Loan either becomes
due (by acceleration or otherwise) or is prepaid (the date as described in the
foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the “Payment Date”), the
Assignee shall pay the Assignor an amount equal to the principal amount of the
portion of such Eurodollar Loan assigned to the Assignee which is outstanding on
the Payment Date.  If the Assignor and the Assignee agree that the
Payment Date for such Eurodollar Loan shall be the Effective Date, they shall
agree to the interest rate applicable to the portion of such Loan assigned
hereunder for the period from the Effective Date to the end of the existing
Eurodollar Interest Period applicable to such Eurodollar Loan (the “Agreed Interest
Rate”) and any interest received by the Assignee in excess of the Agreed
Interest Rate shall be remitted to the Assignor.  In the event
interest for the period from the Effective Date to but not including the Payment
Date is not paid by Borrower with respect to any Eurodollar Loan sold by the
Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor
interest for such period on the portion of such Eurodollar Loan sold by the
Assignor to the Assignee hereunder at the applicable rate provided by the Credit
Agreement.  In the event a prepayment of any Eurodollar Loan which is
existing on the Payment Date and assigned by the Assignor to the Assignee
hereunder occurs after the Payment Date but before the end of the Eurodollar
Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to
the Assignor the excess of the prepayment penalty paid with respect to the
portion of such Eurodollar Loan assigned to the Assignee hereunder over the
amount which would have been paid if such prepayment penalty was calculated
based on the Agreed Interest Rate.  The Assignee will also promptly
remit to the Assignor (y) any principal payments received from the
Administrative Agent with respect to Eurodollar Loans prior to the Payment Date,
and (z) any amounts of interest on Loans and fees received from the
Administrative Agent which relate to the portion of the Loans assigned to the
Assignee hereunder for periods prior to the Effective Date, in the case of
Floating Rate Loans or fees, or the Payment Date, in the case of Eurodollar
Loans, and not previously paid by the Assignee to the Assignor.]*  In
the event that either party hereto receives any payment to which the other party
hereto is entitled under this Assignment Agreement, then the party receiving
such amount shall promptly remit it to the other party hereto.

      *Each
Assignor may insert its standard payment provisions in lieu of the payment terms
included in this Exhibit.

      5. FEES PAYABLE BY THE
ASSIGNEE.  The Assignee shall pay to the Assignor a fee on each
day on which a payment of interest or facility fees is made under the Credit
Agreement with respect to the amounts assigned to the Assignee hereunder (other
than a payment of interest or facility fees for the period prior to the
Effective Date or, in the case of Eurodollar Loans, the Payment Date, which the
Assignee is obligated to deliver to the Assignor pursuant to Section 4
hereof).  The amount of such fee shall be the difference between (a)
the interest or fee, as applicable, paid with respect to the amounts assigned to
the Assignee hereunder, and (b) the interest or fee, as applicable, which would
have been paid with respect to the amounts assigned to the Assignee hereunder if
each interest rate was ___ of 1% less than the interest rate paid by Borrower or
if the facility fee was ___ of 1% less than the facility fee paid by Borrower,
as applicable.  In addition, the Assignee agrees to pay _____ % of the
recordation fee required to be paid to the Administrative Agent in connection
with this Assignment Agreement.

      6. REPRESENTATIONS OF THE
ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY.  The
Assignor represents and warrants that it is the legal and beneficial owner of
the interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim created by the Assignor.  It is understood
and agreed that the assignment and assumption hereunder are made without
recourse to the Assignor and that the Assignor makes no other representation or
warranty of any kind to the Assignee.  Neither the Assignor nor any of
its officers, directors, employees, agents or attorneys shall be responsible for
(a) the due execution, legality, validity, enforceability, genuineness,
sufficiency or collectability of any Loan Document, including without
limitation, documents granting the Assignor and the other Lenders a security
interest in assets of Borrower or any guarantor, (b) any representation,
warranty or statement made in or in connection with any of the Loan Documents,
(c) the financial condition or creditworthiness of Borrower or any guarantor,
(d) the performance of or compliance with any of the terms or provisions of any
of the Loan Documents, (e) inspecting any of the Property, books or records of
Borrower, (f) the validity, enforceability, perfection, priority, condition,
value or sufficiency of any collateral securing or purporting to secure the
Loans, or (g) any mistake, error of judgment, or action taken or omitted to be
taken in connection with the Loans or the Loan Documents.

      7. REPRESENTATIONS OF THE ASSIGNEE.  The
Assignee (a) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements requested by the Assignee and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment Agreement, (b)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, (c)
appoints and authorizes the Administrative Agent to take such action as
contractual representative on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (d)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender, (e) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1, (f) confirms that
none of the funds, monies, assets or other consideration being used to make the
purchase and assumption hereunder are “plan assets” as defined under ERISA and
that its rights, benefits and interests in and under the Loan Documents will not
be “plan assets” under ERISA, [(g) confirms that it is an Eligible Assignee,*
[and (h) attaches the forms prescribed by the Internal Revenue Service of the
United States certifying that the Assignee is entitled to receive payments under
the Loan Documents without deduction or withholding of any United States federal
income taxes]***.

      8. INDEMNITY.  The
Assignee agrees to indemnify and hold the Assignor harmless against any and all
losses, costs and expenses (including, without limitation, reasonable attorneys’
fees) and liabilities incurred by the Assignor in connection with or arising in
any manner from the Assignee’s non-performance of the obligations assumed under
this Assignment Agreement.

      9. SUBSEQUENT
ASSIGNMENTS.  After the Effective Date, the Assignee shall have
the right pursuant to Section 12.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that
(a) any such subsequent assignment does not violate any of the terms and
conditions of the Loan Documents or any law, rule, regulation, order, writ,
judgment, injunction or decree and that any consent required under the terms of
the Loan Documents has been obtained, and (b) unless the prior written consent
of the Assignor is obtained, the Assignee is not thereby released from its
obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under Sections 4, 5 and 8
hereof.

      10. REDUCTIONS OF AGGREGATE
COMMITMENT.  If any reduction in the Aggregate Commitment
occurs between the date of this Assignment Agreement and the Effective Date, the
percentage interest specified in Item 3 of Schedule 1 shall remain the same, but
the dollar amount purchased shall be recalculated based on the reduced Aggregate
Commitment.

      11. ENTIRE
AGREEMENT.  This Assignment Agreement and the attached Notice
of Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

      12. GOVERNING
LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of
Illinois.

      13. NOTICES.  Notices
shall be given under this Assignment Agreement in the manner set forth in the
Credit Agreement.  For the purpose hereof, the addresses of the
parties hereto (until notice of a change is delivered) shall be the address set
forth in the attachment to Schedule 1.

      

        

      

        
        *           to
be inserted if required by the Credit Agreement.

      

        
        **           to
be inserted if the Assignee is not incorporated under the laws of the United
States, or a state thereof.

      

      IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by
their duly authorized officers as of the date first above written.

      
        	
                “ASSIGNOR”

                 

                 

              
	
                By:

                 

              
	
                Title:

                 

                 

              
	
                “ASSIGNEE”

                 

                 

              
	
                By:

                 

              
	
                Title:

              


      

      


      SCHEDULE
1

      to
Assignment Agreement

      
        	
                1. Description
      and Date of Credit Agreement:

              	 
	
                2. Date
      of Assignment Agreement: , __.

              	 
	
                3. Amounts
      (As of date of Item 2 above):

              	 
	 
      	 	
                Revolving Credit Loans

              	 
	
                a.Total
      of Commitments

                (Loans)
      * under Credit Agreement

              	 	$	 	 
	
                b.Assignee’s
      Percentage

                of
      each Facility purchased

                under
      the Assignment Agreement **

              	 	
                %

              	 
	
                c.Amount
      of Assigned Share in

                each
      Facility purchased under

                the
      Assignment Agreement

              	 	$	 	 
	
                4.Assignee’s
      Aggregate (Loan

                Amount)
      **  Commitment Amount

                Purchased
      Hereunder:

              	 	$	 	 
	
                5.           Proposed
      Effective Date:

              	 	 	 	 
	 
      	 	 	 	 


      

      Accepted
and Agreed:

      
        	
                [NAME
      OF ASSIGNOR]

              	
                [NAME
      OF ASSIGNEE]

              
	 
      	 
      
	
                By:

              	
                By:

              
	 
      	 
      
	
                Title:

              	
                Title:

              
	 
      	 
      
	
                *

              	
                If
      a Commitment has been terminated, insert outstanding Loans in place of
      Commitment

              
	
                *
      *

              	
                Percentage
      taken to 10 decimal places

              


      

      


      Attachment
to SCHEDULE 1 to ASSIGNMENT AGREEMENT

      Attach
Assignor’s Administrative Information Sheet, which must

      include
notice address for the Assignor and the Assignee

      EXHIBIT
I

      to
Assignment Agreement

      NOTICE

      OF
ASSIGNMENT

      
        	 
      	
                ,           

                 

              
	
                To:

              	
                [NAME
      OF BORROWER]**

              	 
      
	 
      	
                [NAME
      OF ADMINISTRATIVE AGENT]

              	 
      
	
                From:

              	
                [NAME
      OF ASSIGNOR] (the “Assignor”)

              	 
      
	 
      	
                [NAME
      OF ASSIGNEE] (the “Assignee”)

              	 
      


      

      1. We refer
to the Credit Agreement (the “Credit Agreement”)
described in Item 1 of Schedule 1 attached hereto (“Schedule
1”).  Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit
Agreement.

      2. This
Notice of Assignment (this “Notice”) is given and
delivered to ****[Borrower and] * * * * the Administrative Agent pursuant to
Section 12.3.2 of the Credit Agreement.

      3. The
Assignor and the Assignee have entered into an Assignment Agreement, dated as of
___________, 200__ (the “Assignment”),
pursuant to which, among other things, the Assignor has sold, assigned,
delegated and transferred to the Assignee, and the Assignee has purchased,
accepted and assumed from the Assignor the percentage interest specified in Item
3 of Schedule 1 of all outstandings, rights and obligations under the Credit
Agreement relating to the facilities listed in Item 3 of Schedule
1.  The Effective Date of the Assignment shall be the later of the
date specified in Item 5 of Schedule 1 or two Business Days (or such shorter
period as agreed to by the Administrative Agent) after this Notice of Assignment
and any consents and fees required by Sections 12.3.1 and 12.3.2 of the Credit
Agreement have been delivered to the Administrative Agent, provided that the
Effective Date shall not occur if any condition precedent agreed to by the
Assignor and the Assignee has not been satisfied.

      4. The
Assignor and the Assignee hereby give to Borrower and the Administrative Agent
notice of the assignment and delegation referred to herein.  The
Assignor will confer with the Administrative Agent before the date specified in
Item 5 of Schedule 1 to determine if the Assignment Agreement will become
effective on such date pursuant to Section 3 hereof, and will confer with the
Administrative Agent to determine the Effective Date pursuant to Section 3
hereof if it occurs thereafter.  The Assignor shall notify the
Administrative Agent if the Assignment Agreement does not become effective on
any proposed Effective Date as a result of the failure to satisfy the conditions
precedent agreed to by the Assignor and the Assignee.  At the request
of the Administrative Agent, the Assignor will give the Administrative Agent
written confirmation of the satisfaction of the conditions
precedent.

      5. The
Assignor or the Assignee shall pay to the Administrative Agent on or before the
Effective Date the processing fee of $3,500 required by Section 12.3.2 of
the Credit Agreement.

      6. If Notes
are outstanding on the Effective Date, the Assignor and the Assignee request and
direct that the Administrative Agent prepare and cause Borrower to execute and
deliver new Notes or, as appropriate, replacement notes, to the Assignor and the
Assignee.  The Assignor and, if applicable, the Assignee each agree to
deliver to the Administrative Agent the original Note received by it from
Borrower upon its receipt of a new Note in the appropriate amount.

      7. The
Assignee advises the Administrative Agent that notice and payment instructions
are set forth in the attachment to Schedule 1.

      8. The
Assignee hereby represents and warrants that none of the funds, monies, assets
or other consideration being used to make the purchase pursuant to the
Assignment are “plan assets” as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be “plan
assets” under ERISA.

      9. The
Assignee authorizes the Administrative Agent to act as its contractual
representative under the Loan Documents in accordance with the terms
thereof.  The Assignee acknowledges that the Administrative Agent has
no duty to supply information with respect to Borrower or the Loan Documents to
the Assignee until the Assignee becomes a party to the Credit
Agreement.*

      *May be
eliminated if Assignee is a party to the Credit Agreement prior to the Effective
Date.

      
        	
                [NAME
      OF ASSIGNOR]

              	
                [NAME
      OF ASSIGNEE]

                 

              
	
                By:

                 

              	
                By:

              
	
                Title:

              	
                Title:

              


      

      

        

      

        
        **           To
be included only if consent must be obtained from Borrower pursuant to
Section 12.3.1 of the Credit Agreement.

      

      


      
        	
                ACKNOWLEDGED
      [AND CONSENTED TO]

                 

              	
                ACKNOWLEDGED
      [AND CONSENTED TO]

                 

              
	
                BY
      LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent

              	
                BY
      VECTREN CAPITAL, CORP.

              
	 
      	 
      
	
                By:

              	
                By:

              
	 
      	 
      
	
                Title:

              	
                Title:

              
	 
      	 
      


      

      


      [Attach
photocopy of Schedule 1 to Assignment]

      EXHIBIT
F

      FORM OF INCREASE
REQUEST

      __________________,
200                                                      

      LaSalle
Bank National Association, as Administrative Agent

      under the
Credit Agreement referred to below

      Ladies/Gentlemen:

      Please
refer to the Credit Agreement dated as of November 10, 2005 among Vectren
Capital, Corp. (“Borrower”), Vectren
Corporation, as Guarantor, various financial institutions and LaSalle Bank
National Association, as Administrative Agent (as amended, modified, extended or
restated from time to time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

      In
accordance with Section 2.23 of the Credit Agreement, Borrower hereby requests
an increase in the Aggregate Commitment from $__________ to
$__________.  Such increase shall be made by [increasing the
Commitment of ____________ from $________ to $________] [adding _____________ as
a Lender under the Credit Agreement with a Commitment of $____________] as set
forth in the letter attached hereto.  Such increase shall be effective
three Business Days after the date that the Administrative Agent accepts the
letter attached hereto or such other date as is agreed among Borrower, the
Administrative Agent and the [increasing] [new] Lender.

      Very
truly yours,

      VECTREN
CAPITAL, CORP.

      By:_________________________________

      Name:______________________________

      Title:_______________________________

      


      Acknowledged.  The
obligations of the

      undersigned
under the Credit Agreement

      (including
Article XIII
thereof) shall remain

      in full
force and effect after the effectiveness

      of the
foregoing increase in the Aggregate

      Commitment.

      VECTREN
CORPORATION, as Guarantor

      By:
__________________________________

      Name:
_________________________________

      Title:
__________________________________

      ANNEX I
TO EXHIBIT F

      _____,
200__

      LaSalle
Bank National Association, as Administrative Agent

      under the
Credit Agreement referred to below

      Ladies/Gentlemen:

      Please
refer to the letter dated __________, 200__ from Vectren Capital, Corp. (“Borrower”) requesting
an increase in the Aggregate Commitment from $__________ to $__________ pursuant
to Section 2.23 of the Credit Agreement dated as of November 10, 2005 among
Borrower, Vectren Corporation, as Guarantor, various financial institutions and
LaSalle Bank National Association, as Administrative Agent (as amended,
modified, extended or restated from time to time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

      The
undersigned hereby confirms that it has agreed to increase its Commitment under
the Credit Agreement from $__________ to $__________ effective on the date which
is three Business Days after the acceptance hereof by the Administrative Agent
or on such other date as may be agreed among Borrower, the Administrative Agent
and the undersigned.

      Very
truly yours,

      [NAME OF
INCREASING LENDER]

      By:_________________________

      Title:________________________

      


      


      Accepted
as of

      _________,
200__

      LASALLE
BANK NATIONAL ASSOCIATION,

        as
Administrative Agent

      By:
________________________________

      Name:
_____________________________

      Title:
_______________________________

      ANNEX II
TO EXHIBIT F

      _____,
200__

      LaSalle
Bank National Association, as Administrative Agent

      under the
Credit Agreement referred to below

      Ladies/Gentlemen:

      Please
refer to the letter dated __________, 200__ from Vectren Capital, Corp. (“Borrower”) requesting
an increase in the Aggregate Commitment from $__________ to $__________ pursuant
to Section 2.23 of the Credit Agreement dated as of November 10, 2005 among
Borrower, various financial institutions and LaSalle Bank National Association,
as Administrative Agent (as amended, modified, extended or restated from time to
time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

      The
undersigned hereby confirms that it has agreed to become a Lender under the
Credit Agreement with a Commitment of $__________ effective on the date which is
three Business Days after the acceptance hereof, and consent hereto, by the
Administrative Agent or on such other date as may be agreed among Borrower, the
Administrative Agent and the undersigned.

      The
undersigned (a) acknowledges that it has received a copy of the Credit Agreement
and the Schedules and Exhibits thereto, together with copies of the most recent
financial statements delivered by Borrower pursuant to the Credit Agreement, and
such other documents and information as it has deemed appropriate to make its
own credit and legal analysis and decision to become a Lender under the Credit
Agreement; and (b) agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit and legal decisions in taking or not taking action under the Credit
Agreement.

      The
undersigned represents and warrants that (i) it is duly organized and existing
and it has full power and authority to take, and has taken, all action necessary
to execute and deliver this letter and to become a Lender under the Credit
Agreement; and (ii) no notice to, or consent, authorization or approval of, any
Person is required (other than any already given or obtained) for its due
execution and delivery of this letter and the performance of its obligations as
a Lender under the Credit Agreement.

      The
undersigned agrees to execute and deliver such other instruments, and take such
other actions, as the Administrative Agent may reasonably request in connection
with the transactions contemplated by this letter.

      The
following administrative details apply to the undersigned:

      (A)           Notice
Address:

      Legal
name:                      _________________________

      Address:                      _________________________

      _________________________

      _________________________

      Attention:  ____________________________

      Telephone:  (___)
______________________

      Facsimile:  (___)
_______________________

      


      (B)           Payment
Instructions:

      Account
No.:                      _________________________

      At:                      _________________________

      _________________________

      _________________________

      Reference:                      _________________________

      Attention:                      _________________________

      


      The
undersigned acknowledges and agrees that, on the date on which the undersigned
becomes a Lender under the Credit Agreement as set forth in the second paragraph
hereof, the undersigned will be bound by the terms of the Credit Agreement as
fully and to the same extent as if the undersigned were an original Lender under
the Credit Agreement.

      Very
truly yours,

      [NAME OF
NEW LENDER]

      By:_________________________

      Title:________________________

      Accepted
and consented to as of

      ______________,
200___

      LASALLE
BANK NATIONAL ASSOCIATION,

        as
Administrative Agent

      By:
_____________________________

      Name:
___________________________

      Title:
____________________________