ex4_1.htm


    Exhibit 4.1


    
      


      


    

    Southern
Indiana Gas and Electric Company

    d/b/a Vectren Energy Delivery of
Indiana, Inc.

    


    with

    


    Deutsche
Bank Trust Company Americas,

    as
Trustee

    _______________

    Supplemental
Indenture

    Relating
to the

    First
Mortgage Bonds

    Series
2009 due 2040

    


    Dated
as of August 1, 2009

    
      


    

    


    Prepared by and upon

    recordation return to:

    William M. Libit

    Chapman and Cutler LLP

    111 West Monroe Street

    Chicago,
Illinois  60603

    


    


    Supplemental Indenture,
dated as of August 1, 2009 (this “Supplemental Indenture”),
between Southern Indiana
Gas and Electric Company d/b/a Vectren Energy Delivery of
Indiana, Inc., a corporation organized and existing under the laws of the
State of Indiana (hereinafter called the “Company”), party of the
first part, and Deutsche
Bank Trust Company Americas, a corporation organized and existing under
the laws of the State of New York, formerly known as Bankers Trust Company,
as Trustee under the Mortgage hereinafter referred to, party of the second
part.

    Whereas, the Company
heretofore executed and delivered to Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as trustee (hereinafter called the
“Trustee”), a certain
Indenture of Mortgage and Deed of Trust dated as of April 1, 1932, to
secure an issue of bonds of the Company, issued and to be issued in series, from
time to time, in the manner and subject to the conditions set forth in the said
Indenture, and the said Indenture has been amended and supplemented by
Supplemental Indentures dated as of August 31, 1936, October 1, 1937,
March 22, 1939, July 1, 1948, June 1, 1949, October 1, 1949,
January 1, 1951, April 1, 1954, March 1, 1957, October 1,
1965, September 1, 1966, August 1, 1968, May 1, 1970,
August 1, 1971, April 1, 1972, October 1, 1973, April 1,
1975, January 15, 1977, April 1, 1978, June 4, 1981,
January 20, 1983, November 1, 1983, March 1, 1984, June 1,
1984, November 1, 1984, July 1, 1985, November 1, 1985,
June 1, 1986, November 15, 1986, January 15, 1987,
December 15, 1987, December 13, 1990, April 1, 1993, May 1, 1993,
June 1, 1993, July 1, 1999, March 1, 2000, August 1, 2004,
October 1, 2004, April 1, 2005, March 1, 2006 and December 1,
2007, which Indenture as so amended and supplemented is hereinafter referred to
as the “Mortgage” and
as further supplemented by this Supplemental Indenture is hereinafter referred
to as the “Indenture”;
and

    Whereas, Section 108 of
the Mortgage provides that the Company and the Trustee may, from time to time,
enter into such indentures supplemental to the Mortgage as shall be deemed by
them necessary or desirable; and

    Whereas, the Company
has entered into a Loan Agreement dated as of August 1, 2009 (the “Loan Agreement” or “Agreement”), with the City
of Mount Vernon, Indiana (the “Issuer”), pursuant to which
the Issuer issued $22,300,000 aggregate principal amount of its Environmental
Improvement Revenue Bonds, Series 2009 (Southern Indiana Gas and Electric
Company Project) (the “Issuer
Bonds”) pursuant to and in accordance with the terms of an Indenture of
Trust dated as of August 1, 2009 (the “Issuer Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Issuer Trustee”), in
order to provide funds to loan to the Company for the purpose of
(i) financing a portion of the costs of acquisition, construction,
installation and equipping of certain solid waste disposal facilities (the “Project”) described in Exhibit A to the
Agreement; (ii) paying a portion of the interest accruing on the Issuer
Bonds during construction of the Project and (iii) paying certain costs of
issuance relating to the Issuer Bonds; and

    Whereas, the Company
has determined that it would be in its best interests, given the current status
of the financial markets, to evidence and secure the Company’s obligations
relating to the Issuer Bonds under the Loan Agreement with the Company’s first
mortgage bonds; and

    Whereas, the Company by
appropriate company action in conformity with the terms of the Indenture has
duly determined to create a new series of bonds which shall be issued under the
Indenture in an aggregate principal amount of $22,300,000 and be designated as
“First Mortgage Bonds, Series 2009 due 2040” (hereinafter sometimes referred to
as “Bonds of the Forty-fifth
Series”), the bonds of which series are to bear interest at the rate from
time to time borne by the Issuer Bonds and are subject to certain optional and
mandatory redemption rights and obligations set forth herein; and

    Whereas, all things
necessary to make the Bonds of the Forty-fifth Series, when authenticated by the
Trustee and issued as in the Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the security of the
Indenture, have been done and performed, and the creation, execution and
delivery of this Supplemental Indenture has in all respects been duly
authorized; and

     Whereas, the Company
and the Trustee deem it advisable to enter into this Supplemental Indenture for
the purposes above stated and for the purpose of describing the Bonds of the
Forty-fifth Series and of providing the terms and conditions of redemption
thereof;

    Now, Therefore, This
Supplemental Indenture Witnesseth:  That Southern Indiana Gas
and Electric Company d/b/a Vectren Energy Delivery of Indiana, Inc., in
consideration of the premises and of one dollar to it duly paid by the Trustee
at or before the ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, and of the purchase and acceptance of the bonds issued
or to be issued hereunder by the holders or registered owners thereof, and in
order to secure the payment of the principal, premium, if any, and interest of
all bonds at any time issued and outstanding under the Indenture, according to
their tenor and effect, and the performance of all of the provisions hereof and
of said bonds, hath granted, bargained, sold, released, conveyed, assigned,
transferred, pledged, set over and confirmed and by these presents doth grant,
bargain, sell, release, convey, assign, transfer, pledge, set over and confirm
unto Deutsche Bank Trust Company Americas, formerly known as Bankers Trust
Company, as Trustee, and to its successor or successors in said trust, and to
its and their assigns forever, all the properties, real, personal and mixed,
tangible and intangible of the character described in the granting clauses of
the aforesaid Indenture of Mortgage and Deed of Trust dated as of April 1,
1932 or in any indenture supplemental thereto acquired by the Company on or
after the date of the execution and delivery of said Indenture of Mortgage and
Deed of Trust (except any in said Indenture of Mortgage and Deed of Trust or in
any indenture supplemental thereto expressly excepted) and does hereby confirm
that the Company will not cause or consent to a partition, either voluntary or
through legal proceedings, of property, whether herein described or heretofore
or hereafter acquired, in which its ownership shall be as a tenant in common,
except as permitted by and in conformity with the provisions of the Indenture
and particularly of Article X thereof.

     

    
      
        
        

      

      
        
        

         


      

      
        
        

      

    

    Together with all and
singular the tenements, hereditaments and appurtenances belonging or in any wise
appertaining to the aforesaid property or any part thereof, with the reversion
and reversions, remainder and remainders and (subject to the provisions of
Article X of the Indenture), the tolls, rents, revenues, issues, earnings,
income, product and profits thereof, and all the estate, right, title, interest
and claim whatsoever, at law as well as in equity, which the Company now has or
may hereafter acquire in and to the aforesaid property and franchises and every
part and parcel thereof.

    To Have and to Hold all
such properties, real, personal and mixed, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors
and assigns forever.

    In Trust, Nevertheless,
upon the terms and trusts of the Indenture, for those who shall hold the bonds
and coupons issued and to be issued thereunder, or any of them, without
preference, priority or distinction as to lien of any of said bonds and coupons
over any others thereof by reason of priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject, however, to the provisions
in reference to extended, transferred or pledged coupons and claims for interest
set forth in the Indenture (and subject to any sinking funds that may be created
for the benefit of any particular series).

    Provided, However, and
these presents are upon the condition that, if the Company, its successors or
assigns, shall pay or cause to be paid, the principal of, premium, if any, and
interest on said bonds, at the times and in the manner stipulated therein and
herein, and shall keep, perform and observe all and singular the covenants and
promises in said bonds and in the Indenture expressed to be kept, performed and
observed by or on the part of the Company, then this Supplemental Indenture and
the estate and rights hereby granted shall cease, determine and be void,
otherwise to be and remain in full force and effect.

    It Is Hereby Covenanted,
Declared and Agreed, by the Company, that all such bonds and coupons are
to be issued, authenticated and delivered, and that all property subject or to
become subject hereto is to be held, subject to the further covenants,
conditions, uses and trusts in the Indenture set forth, and the Company, for
itself and its successors and assigns, does hereby covenant and agree to and
with the Trustee and its successor or successors in such trust, for the benefit
of those who shall hold said bonds and interest coupons, or any of them, as
follows:

     

    Part I

    


    Form
of Bonds of the Forty-fifth Series

    The form
of the definitive registered bond without coupons of the Bonds of the
Forty-fifth Series and the Trustee’s certificate of authentication to be borne
by such bonds are to be substantially in the following forms,
respectively:

    


    “[form
of fully registered Bond of the Forty-fifth Series]

    


    [form
of face of bond]

       

                                                                                
Southern Indiana Gas and Electric
Company                                                                                     

    d/b/a Vectren Energy Delivery of
Indiana, Inc.

    


    First
Mortgage Bond, Series 2009 due 2040

    No.
_____$22,300,000

    Southern
Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of Indiana, Inc.,
a corporation of the State of Indiana (hereinafter called the “Company”), for value
received, hereby promises to pay to The Bank of New York Mellon Trust Company,
N.A., as trustee under the Issuer Indenture hereinafter referred to, or
registered assigns Twenty-Three Million dollars, on September 1, 2040 at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, N.Y., in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts, and to pay to the registered owner hereof interest thereon at the
same rate or rates of interest as the Environmental Improvement Revenue Bonds,
Series 2009 (Southern Indiana Gas and Electric Company Project) (the “Issuer Bonds”) due
September 1, 2040 and issued by the City of Mount Vernon, Indiana (the
“Issuer”), under the
Indenture of Trust dated as of August 1, 2009 (the “Issuer Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Issuer Trustee”) (as
determined in accordance with the Issuer Indenture); provided, however, that in no
event shall the rate of interest borne by the bonds of this series exceed 12%
per annum.  Such interest, in like coin or currency, payable at said
office or agency on the same dates as interest on the Issuer Bonds, or if this
bond shall be duly called for redemption, until the redemption date, or if the
Company shall default in the payment of the principal hereof, until the
Company’s obligation to pay principal shall be discharged as provided in the
hereinafter defined Mortgage, is paid until the principal sum is paid in full
discharge under the Mortgage.

    The
Company has agreed to pay the principal of, premium, if any, and interest on the
Issuer Bonds pursuant to a Loan Agreement dated as August 1, 2009 (the “Agreement”) between the
Company and the Issuer.  Pursuant to the Granting Clauses of the
Issuer Indenture, this bond is issued to the Issuer Trustee to secure any and
all obligations of the Company under the Agreement with respect to payment of
the Issuer Bonds.  Payment of principal of, premium, if any, or
interest on, the Issuer Bonds shall constitute payments on this bond as further
provided herein and in the Issuer Indenture, pursuant to which this bond has
been authorized.

    Upon any
payment of the principal of, premium, if any, and interest on, all or any
portion of the Issuer Bonds, whether at maturity or otherwise or upon provision
for the payment thereof having been made in accordance with Section 8.01 of
the Issuer Indenture, a principal amount of this bond equal to the principal
amount of such Issuer Bonds shall, to the extent of such payment of principal,
premium, if any, and interest, be deemed paid and the obligation of the Company
thereunder to make such payment shall be discharged to such extent and, in the
case of the payment of principal, such bonds shall be surrendered to the Trustee
for cancellation as provided in Section 8.02 of the Issuer
Indenture.  The Trustee (as hereinafter defined) may at any time and
all times conclusively assume that the obligation of the Company to make
payments under the Agreement with respect to the principal of, premium, if any,
and interest on, the Issuer Bonds, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the foregoing
sentence unless and until the Trustee shall have received a written notice from
the Issuer Trustee signed by one of its officers stating (i) that timely
payment of principal of, or interest on, the Issuer Bonds has not been made,
(ii) that the Company is in arrears as to the payments required to be made
by it to the Issuer Trustee pursuant to the Agreement, and (iii) the amount
of the arrearage.

    The
provisions of this bond are continued on the reverse hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth
at this place.

    This bond
shall not become obligatory until Deutsche Bank Trust Company Americas, the
Trustee under the Mortgage, or its successor thereunder, shall have signed the
form of certificate endorsed hereon.

     

    
      
        
        

      

      
        
        

         


      

      
        
        

      

    

    In Witness Whereof,
Southern Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of
Indiana, Inc. has caused this bond to be signed in its name by its President or
a Vice President, by his signature or a facsimile thereof, and a facsimile of
its corporate seal to be imprinted hereon, attested by its Secretary or an
Assistant Secretary, by his signature or a facsimile thereof.

    Dated:
August _19_, 2009

    


    
      	
               
      

            	
              Southern Indiana Gas and
      Electric Company d/b/a Vectren Energy Delivery
      of Indiana, Inc.

            


    

    
      	
               
      

            	
              By:
      /s/ Robert L. Goocher

            


    

    
      	
               
      

            	
              Vice
      President and Treasurer

            


    

    Attest:

    


    Assistant
Secretary

    


    [Form
of Trustee’s Certificate]

                          This bond is one of
the bonds of the series designated therein, described in the within-mentioned
Mortgage.

    


    
      	
               
      

            	
              Deutsche Bank Trust
      Company Americas, by Deutsche Bank National Trust Company, as
      Trustee

            


    

    


    
      	
               
      

            	
              By: 
      /s/ David Contino

            


    

                                      Authorized
Officer

     

    [form
of reverse of bond]

     

    Southern Indiana Gas and
Electric Company  

    d/b/a Vectren Energy Delivery of
Indiana, Inc.

    First
Mortgage Bond, Series 2009 due 2040

     

    This bond
is one of an issue of First Mortgage Bonds of the Company, issuable in series,
and is one of the series designated in the title hereof, all issued and to be
issued under and equally secured (except as to any sinking fund established in
accordance with the provisions of the Mortgage hereinafter mentioned for the
bonds of any particular series) by an Indenture of Mortgage and Deed of Trust,
dated as of April 1, 1932, executed by the Company to Deutsche Bank Trust
Company Americas, formerly known as Bankers Trust Company, as Trustee (the “Trustee”), as amended and
supplemented by indentures supplemental thereto (herein referred to as the “Mortgage”), reference is
made for a description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds in respect
thereof and the terms and conditions upon which the bonds are
secured.

    The bonds
of this series are issued and to be issued in order to evidence and secure a
loan made by the Issuer to the Company pursuant to the Agreement.  In
order to provide moneys to fund such loan, the Issuer has issued the Issuer
Bonds under and pursuant to the Issuer Indenture.  Payments made by
the Company of principal, premium, if any, and interest on the bonds of this
series are intended to be sufficient to permit payments of principal, premium,
if any, and interest to be made on the Issuer Bonds.  Upon certain
terms and conditions, moneys held under and pursuant to the Issuer Indenture,
including moneys so held from the proceeds of the sale of the Issuer Bonds or
earnings on the investment of such proceeds, or redemption of the Issuer Bonds
shall be credited to or used for the payment of the bonds of this series and to
the extent so credited or used shall satisfy a like amount otherwise due
hereunder.

    The bonds
of this series are subject to optional and mandatory redemption, in whole or in
part, as the case may be, on each date that Issuer Bonds are to be
redeemed.  The principal amount of the bonds of this series to be
redeemed on any such date shall be equal to the principal amount of Issuer Bonds
called for redemption on that date.  All redemptions of bonds of this
series shall be at the redemption prices that correspond to the redemption
prices for the Issuer Bonds.

    If and
whenever the Trustee or the Company is notified that an event of default has
occurred and is continuing under Section 9.01(e) of the Issuer Indenture or
Section 8.01(a) of the Agreement, and provided that the principal
of all Issuer Bonds then outstanding and the interest thereon shall have been
declared immediately due and payable, then not later than two business days
following the occurrence of the foregoing events, the Company shall, upon not
less than 30 days’ and not more than 45 days’ prior written notice given in the
manner provided in the Mortgage, call for redemption on a redemption date
selected by it not later than 45 days following the date of such notice,
all of the bonds of this series then outstanding, and shall on such redemption
date redeem the same at a price equal to 100% of the principal amount thereof
together with accrued interest thereon to the redemption date, except that such
requirement or redemption shall be deemed to be waived if, prior to the date
fixed for such redemption of the bonds of this series, such event of default is
waived or cured.

    In case a
completed default, as defined in the Mortgage, shall occur, the principal of
this bond and all other bonds of the Company at any such time outstanding under
the Mortgage may be declared or may become due and payable, upon the conditions
and in the manner and with the effect provided in the Mortgage.  The
Mortgage provides that such declaration may in certain events be waived by the
holders of a majority in principal amount of the bonds entitled to vote then
outstanding.

    This
bond, subject to the limitations with regard thereto contained in the Issuer
Indenture, is transferable as prescribed in the Mortgage by the registered owner
hereof in person, or by his duly authorized attorney, at the office or agency of
the Company in the Borough of Manhattan, The City of New York, N.Y., upon
surrender and cancellation of this bond, and thereupon, a new fully registered
bond of the same series for a like principal amount will be issued to the
transferee in exchange thereof as provided in the Mortgage, and upon payment, if
the Company shall require it, of the charges therein prescribed.  The
Company and the Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner for the purpose of receiving payment of or on
account of the principal and interest due hereon and for all other
purposes.

    As
provided in Section 8.02 of the Issuer Indenture, from and after the
Release Date (as defined in the Issuer Indenture), the obligations of the
Company with respect to this bond shall be deemed to be satisfied and
discharged, this bond shall cease to secure in any manner the Company’s
obligations under the Agreement with respect to the payment of any Issuer Bonds
outstanding under the Issuer Indenture, and, pursuant to Section 8.02 of
the Issuer Indenture, the Issuer Trustee shall forthwith deliver this bond to
the Trustee for cancellation.

    The bonds
of this series are issuable as registered bonds without coupons in denominations
of $1,000 and authorized multiples thereof.  In the manner and upon
payment of the charges prescribed in the Mortgage, registered bonds without
coupons of this series may be exchanged for a like aggregate principal amount of
fully registered bonds without coupons of other authorized denominations of the
same series, upon presentation and surrender thereof, for cancellation, to the
Trustee at its principal corporate trust office in the Borough of Manhattan, The
City of New York, N.Y.

     

    No
recourse shall be had for the payment of the principal of or interest on this
bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company or
any predecessor or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers and directors
being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.

    [end
of form of bond]”

    Part II

    


    Description
of Bonds of the Forty-fifth Series

    Bonds of
the Forty-fifth Series shall mature, subject to prior redemption, on the date
set forth in the form of bond relating hereto hereinbefore set forth, shall bear
interest at the rate from time to time borne by the Issuer Bonds; provided, however, that in no
event shall the rate of interest borne by the Bonds of the Forty-fifth Series
exceed 12% per annum.  Such interest, payable on the same dates as
interest on the Issuer Bonds, and all bonds of said series shall be designated
as hereinbefore in the fifth Whereas clause set
forth.  Principal of, premium, if any, and interest on said bonds
shall be payable, to the extent specified in the form of bond hereinabove set
forth, in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts, at the
office or agency of the Company in the Borough of Manhattan, The City of
New York, N.Y.  Definitive bonds of said series may be issued,
originally or otherwise, only as registered bonds without coupons; and they and
the Trustee’s certificate of authentication shall be substantially in the forms
hereinbefore recited, respectively.  Definitive registered Bonds of
the Forty-fifth Series may be issued in the denomination of $1,000 and in such
other denominations (in multiples of $1,000) as the Board of Directors of the
Company shall approve, and execution and delivery to the Trustee for
authentication shall be conclusive evidence of such approval.  In the
manner and upon payment of the charges prescribed in the Indenture, registered
bonds without coupons of said series may be exchanged for a like aggregate
principal amount of fully registered bonds without coupons of other authorized
denominations of the same series, upon presentation and surrender thereof for
cancellation to the Trustee at its principal corporate trust office in the
Borough of Manhattan, The City of New York, N.Y.  However,
notwithstanding the provisions of Section 12 of the Indenture, no charge
shall be made upon any transfer or exchange of bonds of said series other than
for any tax or taxes or other governmental charge required to be paid by the
Company.  The form of the temporary bonds of said series shall be in
substantially the form of the form of registered bond hereinbefore recited with
such appropriate changes therein as are required on account of the temporary
nature thereof.  Said temporary bonds of said series shall be in
registered form without coupons, registrable as to principal, and shall be
exchangeable for definitive bonds of said series when prepared.

    The
person in whose name any registered bond without coupons of the Forty-fifth
Series is registered at the close of business on any record date (as hereinbelow
defined) with respect to any interest payment date shall be entitled to receive
the interest payable on such interest payment date notwithstanding the
cancellation of such registered bond upon any transfer or exchange thereof
subsequent to the record date and prior to such interest payment date, except if
and to the extent the Company shall default in the payment of the interest due
on such interest payment date, in which case such defaulted interest shall be
paid to the person in whose name such bond is registered either at the close of
business on the day preceding the date of payment of such defaulted interest or
on a subsequent record date for such payment if one shall have been established
as hereinafter provided.  A subsequent record date may be established
by or on behalf of the Company by notice mailed to the holders of bonds not less
than ten days preceding such record date, which record date shall be not more
than 30 days prior to the subsequent interest payment date.  The term
“record date” as used in this Section with respect to any regular interest
payment date shall mean the Interest Payment Date (as defined in the Issuer
Indenture).

    Except as
provided in this Section, every registered bond without coupons of the
Forty-fifth Series shall be dated and shall bear interest as provided in
Section 10 of the Indenture; provided, however, that so
long as there is no existing default in the payment of interest on the bonds,
the holder of any bond authenticated by the Trustee between the record date for
any interest payment date and such interest payment date shall not be entitled
to the payment of the interest due on such interest payment date and shall have
no claim against the Company with respect thereto; and provided, further, that, if
and to the extent the Company shall default in the payment of the interest due
on such interest payment date, then any such bond shall bear interest from the
interest payment date to which interest has been paid.

    Upon any
payment of the principal of, premium, if any, and interest on, all or any
portion of the Issuer Bonds, whether at maturity or otherwise or upon provision
for the payment thereof having been made in accordance with Section 8.02 of
the Issuer Indenture, the Bonds of the Forty-fifth Series in a principal amount
equal to the principal amount of such Issuer Bonds shall, to the extent of such
payment of principal, premium, if any, and interest, be deemed paid and the
obligation of the Company thereunder to make such payment shall be discharged to
such extent and, in the case of the payment of principal, such Bonds of the
Forty-fifth Series shall be surrendered to the Trustee for cancellation as
provided in and subject to the terms of Section 8.01 of the Issuer
Indenture.  The Trustee may at any time and all times conclusively
assume that the obligation of the Company under the Agreement to make payments
with respect to the principal of, premium, if any, and interest on the Issuer
Bonds, so far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless and until the
Trustee shall have received a written notice from the Issuer Trustee signed by
one of its officers stating (i) that timely payment of principal of,
premium, if any, or interest on, the Issuer Bonds has not been made,
(ii) that the Company is in arrears as to the payments required to be made
by it to the Issuer Trustee pursuant to the Agreement, and (iii) the amount
of the arrearage.

     

    
      
        
        

      

      
        
        

         


      

      
        
        

      

    

    Part III

    


    Redemption
Provisions

    Section 1. The Bonds of the
Forty-fifth Series shall be subject to redemption by the Company prior to
maturity in the events and in the manner and at the redemption prices set forth
in the form of Bond contained in Part I hereof and not
otherwise.

    Section 2. In the manner provided by
the provisions of Article IX of the Indenture, notice of redemption shall
be mailed not less than 30 days and not more than 45 days prior to the date
of redemption, to the registered owner of the Bonds of the Forty-fifth Series,
at the address thereof as the same shall appear on the transfer register of the
Company; provided,
however, that the owners of all of the Bonds of the Forty-fifth Series
may agree in writing with the Company to a shorter notice period with respect to
their respective series, and such agreement, if filed with the Trustee, shall be
binding on the Company.

    Part IV

    


    Miscellaneous

    Section 1. The Company covenants
that the provisions of Section 36A of the Indenture and of
Section 1.02 of the Supplemental Indenture dated as of July 1, 1948,
which are to remain in effect so long as any bonds of the series referred to in
said Section shall be outstanding under the Indenture, shall remain in full
force and effect so long as any Bonds of the Forty-fifth Series shall be
outstanding under the Indenture.

    Section 2. Except as herein
otherwise expressly provided, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture, other than as set forth in the Mortgage.  The
Trustee shall not be responsible for the recitals herein or in the bonds (except
the Trustee’s certificate of authentication), all of which are made by the
Company solely.

    Section 3. As supplemented and
amended by this Supplemental Indenture, the Mortgage is in all respects ratified
and confirmed, and the Mortgage and this Supplemental Indenture shall be read,
taken and construed as one and the same instrument.

    Section 4. This Supplemental
Indenture may be executed in several counterparts and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.

     

    In Witness Whereof, Southern
Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of
Indiana, Inc., party of the first part hereto, and Deutsche Bank Trust Company
Americas, party of the second part hereto, have caused these presents to
be executed in their respective names by their respective Presidents or one or
more of their Vice Presidents or Assistant Vice Presidents and their respective
seals to be hereunto affixed and attested by their respective Secretaries or one
of their Assistant Secretaries, Vice Presidents or Assistant Vice Presidents,
all as of the day and year first above written.

    (Seal)

    
      	
               
      

            	
              Southern Indiana Gas and
      Electric Company d/b/a Vectren Energy Delivery
      of Indiana, Inc.

            


    

    


    


    
      	
               
      

            	
              By:
      /s/ Robert L. Goocher

            


    

                                   Robert L.
Goocher

                                   Vice President and
Treasurer

    Attest:

    


    


                           /s/
Robert E. Heidorn__________________

                           
Robert
E. Heidorn

    Vice
President, General Counsel and Assistant Secretary

    


    


    (Seal)

    
      	
               
      

            	
              Deutsche Bank Trust
      Company Americas, by Deutsche Bank National Trust
      Company

            


    

    


    


    
      	
               
      

            	
              By:
      /s/ David Contino

            


    

                             David
Contino

                              Vice
President

    
      	 
      	
              By
      /s/ Irina
      Golovashchuk________________________

                                  Irina
      Golovashchuk

                                 Assistant
      Vice President

            


    

    Attest:

    


    


    
      	
                                   /s/
      Kenneth R. Ring____________________

                        Kenneth R.
      Ring

                             Vice
      President

            	 
      


    

    


    
      
        
        

      

      
        
        

         


      

      
        
        

      

    

    State
of Indiana          )

    ) SS

    County
of Vanderburgh           
)

    


    On this
_11th__ day of _August____, 2009, before me, the
undersigned, a notary public in and for the county and state aforesaid,
personally came Robert L. Goocher, to me known, who being by me duly sworn, did
depose and say that he resides at 6755 River Ridge Drive, Newburgh, Indiana
47630; that he is Vice President and Treasurer of Southern Indiana Gas and
Electric Company d/b/a Vectren Energy Delivery of Indiana, Inc., one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of the said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation and that he signed his name thereto by like
order; and the said Robert L. Goocher acknowledged the execution of the
foregoing instrument on behalf of the said corporation as the voluntary act and
deed of the said corporation for the uses and purposes therein set
forth.

    In Witness Whereof, I
have hereunto set my hand and seal the day and year first above
written.

    


    


    


    
      	
               
      

            	
              /s/ 
      Mary L. Payne

            


    

    
      	
               
      

            	
              Notary
      Public

            


    

    (Seal)

    


    State
of New Jersey       )

    ) SS

    County
of Union          )

    


    On this
_10th__ day of _August___, 2009, before me, the
undersigned, a notary public in and for the county and state aforesaid,
personally came David Contino, to me known, who being by me duly sworn, did
depose and say that he resides at 331 Tara Hill Drive, Stroudsburg, Pennsylvania
18360 and personally came Irina Golovashchuk, to me known, who being by me duly
sworn, did depose and say that she resides at 153 Winston Drive, Matawan, New
Jersey 07747; that each is, respectively, a Vice President and an Assistant Vice
President of Deutsche
Bank Trust Company Americas, one of the corporations described in and
which executed the foregoing instrument; that each knows the seal of the said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that each signed his or her name thereto by like order; and the said David
Contino and the said Irina Golovashchuk acknowledged the execution of the
foregoing instrument on behalf of the said corporation as the voluntary act and
deed of the said corporation for the uses and purposes therein set
forth.

    In Witness Whereof, I
have hereunto set my hand and seal the day and year first above
written.

    


    


    


    
      	
               
      

            	
               /s/
      Jeffrey Schoenfeld

            


    

    
      	
               
      

            	
              Notary
      Public

            


    

    (Seal)

    


    


    My
Commission Expires:  August 17, 2012

    


    My County
of Residence is:_________              
_Monmouth______________________________

              

     

    
      
         

      

      
         

         


      

      
         
         This
instrument was prepared by William M. Libit.

    

                  I
affirm, under the penalties for perjury, that I have taken reasonable care to
redact each Social Security number in this document, unless required by
law.

     

    
      	
               
      

            	
                                               
       /s/ William M. Libit

            


    

    
      	
               
      

            	
              Name:
      William M. Libit