vc_8k0311ex46.htm


    
       

      Exhibit 4.6

       

      


       

      VECTREN
CORPORATION

      One
Vectren Square

      Evansville,
Indiana  47708

       

      VECTREN
CAPITAL, CORP.

      One
Vectren Square

      Evansville,
Indiana  47708

       

      FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT

       

      Dated as
of

      March 11,
2009

       

      


      
        
          	 
      	
                  RE:

                	
                  Note Purchase Agreement dated as of October 11,
      2005

                
	 
      	 
      	
                  $25,000,000
      4.99% Senior Notes due 2010

                
	 
      	 
      	
                  $25,000,000
      5.13% Senior Notes due 2012

                
	 
      	 
      	
                  $75,000,000
      5.31% Senior Notes due 2015

                


        

      

       

      


       

      TO THE
HOLDERS LISTED

      IN THE
ATTACHED SCHEDULE A:

       

      Ladies
and Gentlemen:

       

      Reference
is made to the Note Purchase Agreement, dated as of October 11, 2005 between you
and Vectren Capital, Corp., an Indiana corporation (the “Company”) and Vectren
Corporation, an Indiana corporation (“Vectren” and, together with the Company,
the “Obligors”) (the “2005 Note Purchase Agreement”).  Unless
otherwise herein defined or the context hereof otherwise requires, the
capitalized terms in this First Amendment (this “First Amendment”) shall have
the respective meanings specified in the 2005 Note Purchase
Agreement.  You and the other holders named in the attached Schedule A
are hereinafter collectively referred to as “Holders” and individually referred
to as a “Holder”.  The term “First Amendment Closing Date” as used
herein shall mean March 11, 2009.

       

      SECTION I.  AMENDMENTS TO
THE 2005 NOTE PURCHASE AGREEMENT.

       

      Section 1.1.  Amendments
to Section 7.1 of the 2005 Note Purchase Agreement. Section 7.1 of the 2005
Note Purchase Agreement shall be, and the same hereby is, amended
by:

       

      (a)  deleting
the phrase “Sections 10.5 and 10.7” in Section 7.1(c) and replacing it with the
phrase “Sections 10.5, 10.6, 10.7 and 10.8”;

       

      (b)  deleting
the phrase “subject to the last sentence of Section 7.3," at the beginning of
Section 7.1(h); and

       

      (c)  deleting
the period at the end of Section 7.1(h), replacing said period with a semicolon
followed by the word “and”, and adding the following new Section 7.1(i)
immediately thereafter:

       

      (i)  Unrestricted
Subsidiaries — In
the event that one or more Unrestricted Subsidiaries shall (i) own more than 10%
of the total consolidated assets of


      
        
           


        

        
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      Vectren
and its Subsidiaries determined as of the end of each fiscal quarter in
accordance with U.S. GAAP, and (ii) account for more than 10% of the
consolidated total revenues of Vectren and its Subsidiaries determined as of the
end of each fiscal quarter for the four (4) consecutive fiscal periods then
ended in accordance with U.S. GAAP, then, within the respective periods provided
in Section 7.1(a) and (b) above, Vectren shall deliver to each holder of Notes
that is an Institutional Investor, unaudited financial statements of the
character and for the dates and periods as in said Sections 7.1(a) and (b)
covering such group of Unrestricted Subsidiaries (on a consolidated basis),
together with a consolidating statement reflecting eliminations or adjustments
required to reconcile the financial statements of such group of Unrestricted
Subsidiaries to the financial statements delivered pursuant to
Sections 7.1(a) and (b).

       

      Section 1.2.  Amendment to
Section 8.2 of the 2005 Note Purchase Agreement.  Section 8.2
of the 2005 Note Purchase Agreement shall be, and the same hereby is, amended by
adding the phrase “(or such lesser amount as shall be required to effect a
partial prepayment resulting from an offer of prepayment pursuant to Section
10.6)”  immediately following the phrase “not less than 5% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment” in the first sentence of Section 8.2.

       

      Section 1.3.  Amendment to
Section 8 of the 2005 Note Purchase Agreement.  Section 8 of
the 2005 Note Purchase Agreement shall be, and the same hereby is, amended by
adding a new Section 8.7 immediately following Section 8.6 to read as
follows:

       

      8.7  CHANGE
IN CONTROL.

       

      (a)  Notice of Change in Control or
Control Event.  The Company will, within 15 Business Days
after any Responsible Officer has knowledge of the occurrence of any Change in
Control or Control Event, give written notice of such Change in Control or
Control Event to each holder of Notes unless notice in respect of such Change in
Control (or the Change in Control contemplated by such Control Event) shall have
been given pursuant to subparagraph (b) of this Section 8.7.  If
a Change in Control has occurred, such notice shall contain and constitute an
offer to prepay Notes as described in subparagraph (c) of this Section 8.7
and shall be accompanied by the certificate described in subparagraph (g) of
this Section 8.7.

       

      (b)  Condition to Company
Action.  The Company will not take any action that consummates
or finalizes a Change in Control unless (i) at least 15 Business Days
prior to such action it shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in
subparagraph (c) of this Section 8.7, accompanied by the certificate
described in subparagraph (g) of this Section 8.7, and
(ii) contemporaneously with such action, it prepays all Notes required to
be prepaid in accordance with this Section 8.7.

       

      (c)  Offer to Prepay
Notes.  The offer to prepay Notes contemplated by subparagraphs
(a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance
with and subject to this Section 8.7, all, but not less than all, the Notes
held by each holder (in this case only, “holder” in respect of any Note
registered in the name of a nominee for a disclosed


      
        
           


        

        
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      beneficial
owner shall mean such beneficial owner) on a date specified in such offer (the
“Proposed Prepayment
Date”).  If such Proposed Prepayment Date is in connection with
an offer contemplated by subparagraph (a) of this Section 8.7, such
date shall be not less than 20 days and not more than 30 days after
the date of such offer (if the Proposed Prepayment Date shall not be specified
in such offer, the Proposed Prepayment Date shall be the 20th day after the date
of such offer).

       

      (d)  Acceptance;
Rejection.  A holder of Notes may accept or reject the offer to
prepay made pursuant to this Section 8.7 by causing a notice of such
acceptance or rejection to be delivered to the Company at least 5 Business Days
prior to the Proposed Prepayment Date.  A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this Section 8.7 shall be
deemed to constitute a rejection of such offer by such holder.

       

      (e)  Prepayment.   Prepayment
of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of
the principal amount of such Notes, but without the payment of the Make-Whole
Amount, together with interest on such Notes accrued to the date of
prepayment.  The prepayment shall be made on the Proposed Prepayment
Date except as provided in subparagraph (f) of this
Section 8.7.

       

      (f)  Deferral Pending Change in
Control.  The obligation of the Company to prepay Notes
pursuant to the offers required by subparagraph (b) and accepted in
accordance with subparagraph (d) of this Section 8.7 is subject to the
occurrence of the Change in Control in respect of which such offers and
acceptances shall have been made.  In the event that such Change in
Control does not occur on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until and shall be made on the date on which such
Change in Control occurs.  The Company shall keep each holder of Notes
reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change in Control and the
prepayment are expected to occur, and (iii) any determination by the
Company that efforts to effect such Change in Control have ceased or been
abandoned (in which case the offers and acceptances made pursuant to this
Section 8.7 in respect of such Change in Control shall be deemed
rescinded).

       

      (g)  Officer’s
Certificate.  Each offer to prepay the Notes pursuant to this
Section 8.7 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.7; (iii) the principal amount of each Note
offered to be prepaid; (iv) the interest that would be due on each Note
offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that
the conditions of this Section 8.7 have been fulfilled; and (vi) in
reasonable detail, the nature and date or proposed date of the Change in
Control.

       

      (h)  “Change in Control”
Defined.  “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 Exchange Act) of 30% or more of the outstanding
shares of voting stock of Vectren, (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


      
        
           


        

        
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      such
period were directors of Vectren (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 Vectren or
(iii) Vectren shall cease to own, free and clear of any Lien, 100% of the issued
and outstanding capital stock of the Company.

       

      (i)  “Control Event”
Defined.  “Control Event”
means:

       

      (i)  the
execution of any written agreement which, when fully performed by the parties
thereto, would result in a Change in Control, or

       

      (ii)  the
making of any written offer by any Person, or two or more Persons acting in
concert, to the holders of the common stock of Vectren, which offer, if accepted
by the requisite number of holders, would result in a Change in
Control.

       

      Section 1.4.  Amendment to
Section 9.2 of the 2005 Note Purchase Agreement.  Section 9.2
of the 2005 Note Purchase Agreement shall be, and the same hereby is, amended by
deleting the word “Subsidiaries” in such Section 9.2 and replacing it with the
phrase “Restricted Subsidiaries”.

       

      Section 1.5.  Amendment to
Section 9.3 of the 2005 Note Purchase Agreement.  Section 9.3
of the 2005 Note Purchase Agreement shall be, and the same hereby is, amended by
deleting the word “Subsidiaries” in each place where it appears in such Section
9.3 and replacing it with the phrase “Restricted Subsidiaries”.

       

      Section
1.6.  Amendment to
Section 9.4 of the 2005 Note Purchase Agreement.   Section
9.4 of the 2005 Note Purchase Agreement shall be, and the same hereby is,
amended and restated in its entirety to read as follows:

       

      9.4  Payment
of Taxes and Clams

       

      The
Obligors will, and Vectren will cause each of its Subsidiaries to, file all tax
returns required to be filed in any jurisdiction and to pay and discharge all
taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes, assessments,
charges and levies have become due and payable and before they have become
delinquent and all claims for which sums have become due and payable that have
or might become a Lien on properties or assets of the Company, Vectren or any
Subsidiary, provided that neither of the Obligors nor any such Subsidiary need
pay any such tax, assessment, charge, levy or claim if (i) the amount,
applicability or validity thereof is contested by such Obligor or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
such Obligor or such Subsidiary has established adequate reserves therefor in
accordance with U.S. GAAP on the books of such Obligor or such Subsidiary or
(ii) the nonpayment of all such taxes, assessments, charges, levies and
claims in the aggregate would not have a Material Adverse
Effect.


      
        
           


        

        
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      Section 1.7.  Amendment to
Section 9.5 of the 2005 Note Purchase
Agreement.    Section 9.5 of the 2005 Note Purchase
Agreement shall be, and the same hereby is, amended and restated in its entirety
to read as follows:


       

      9.5  Entity
Existence, Etc.

       

      Subject
to Section 10.2, the Obligors will at all times preserve and keep in full
force and effect their existences as a corporation, partnership or limited
liability company, and Vectren will at all times preserve and keep in full force
and effect the existence of each of its Restricted Subsidiaries as a
corporation, partnership or limited liability company (unless merged into
Vectren or a Wholly-Owned Subsidiary) and all rights and franchises of the
Obligors and such Restricted Subsidiaries unless, in the good faith judgment of
Vectren, the termination of or failure to preserve and keep in full force and
effect the existence of any such Restricted Subsidiary (other than the Company),
or any such right or franchise would not, individually or in the aggregate, have
a Material Adverse Effect.

       

      Section 1.8.  Amendment to
Section 9.7 of the 2005 Note Purchase Agreement.  Section 9.7
of the 2005 Note Purchase Agreement shall be, and hereby is, amended by adding
the phrase “the obligations under the Bank Credit Agreements and with”
immediately following the phrase “will rank in right of payment either pari
passu with or senior to” in the first sentence in such Section 9.7.

       

      Section 1.9.  Amendment to
Section 9 of the 2005 Note Purchase
Agreement.    Section 9 of the 2005 Note Purchase
Agreement shall be, and the same hereby is, amended by adding a new Section 9.8
and Section 9.9 immediately following Section 9.7 to read as
follows:


       

      9.8  Designation
of Subsidiaries.

       

      Vectren
may from time to time cause any Subsidiary (other than any Permanent Restricted
Subsidiary) to be designated as an Unrestricted Subsidiary or any Unrestricted
Subsidiary to be designated a Restricted Subsidiary; provided, however, that at
the time of such designation and immediately after giving effect thereto, (a) no
Default or Event of Default would exist under the terms of this Agreement, (b)
Vectren could incur $1.00 of additional Indebtedness under the limitations in
Section 10.7 hereof, and (c) Vectren and its Restricted Subsidiaries would be in
compliance with all of the covenants set forth in this Section 9 and Section 10
if tested on the date of such action and provided, further, that once a
Subsidiary has been designated an Unrestricted Subsidiary, it shall not
thereafter be redesignated as a Restricted Subsidiary on more than one occasion
and once a Subsidiary has been designated a Restricted Subsidiary, it shall not
thereafter be redesignated as an Unrestricted Subsidiary on more than one
occasion.  Within ten (10) days following any designation described
above, Vectren will deliver each holder a notice of such designation accompanied
by a certificate signed by a Senior Financial Officer of Vectren certifying
compliance with all requirements of this Section 9.8 and setting forth all
information required in order to establish such compliance.


      
        
           


        

        
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      9.9  Subsidiary
Guarantors.

       

      (a) The
Company will cause any Subsidiary which becomes obligated for, or otherwise
guarantees, Indebtedness in respect of the Bank Credit Agreements, to deliver to
each of the holders of the Notes (concurrently with the incurrence of any such
obligation) the following items:

       

      (i)  a
duly executed guaranty agreement (the “Subsidiary Guaranty”) in scope, form and
substance reasonably satisfactory to the Required Holders;

       

      (ii)  an
amendment to this Agreement, duly executed by an authorized officer of the
Company, that is satisfactory in scope, form and substance to the Required
Holders, incorporating customary events of default for the Subsidiary Guarantors
and the Subsidiary Guaranty;

       

      (iii)  a
certificate signed by an authorized Responsible Officer of the Company making
representations and warranties to the effect of those contained in
Sections 5.2, 5.4(c) and (d), 5.6 and 5.7, with respect to such Subsidiary
and the Subsidiary Guaranty, as applicable; and

       

      (iv)  an
opinion of counsel (who may be in-house counsel for the Company) addressed to
each of the holders of the Notes satisfactory to the Required Holders, to the
effect that the Subsidiary Guaranty by such Person has been duly authorized,
executed and delivered and that the Subsidiary Guaranty constitutes the legal,
valid and binding contract and agreement of such Person enforceable in
accordance with its terms, except as an enforcement of such terms may be limited
by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the
enforcement of creditors’ rights generally and by general equitable
principles.

       

      (b)  The
holders of the Notes agree to discharge and release any Subsidiary Guarantor
from the Subsidiary Guaranty upon the written request of the Company, provided
that (i) such Subsidiary Guarantor has been released and discharged (or
will be released and discharged concurrently with the release of such Subsidiary
Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and
in respect of the Bank Credit Agreements and the Company so certifies to the
holders of the Notes in a certificate of a Responsible Officer, (ii) at the
time of such release and discharge, the Company shall deliver a certificate of a
Responsible Officer to the holders of the Notes stating that no Default or Event
of Default exists, and (iii) if any fee or other form of consideration is
given to any holder of Indebtedness of the Company for the purpose of such
release, holders of the Notes shall receive equivalent
consideration.

       

      Section 1.10.  Amendment
to Section 10 of the 2005 Note Purchase
Agreement.    Section 10 of the 2005 Note Purchase
Agreement shall be, and the same hereby is, amended and restated in its entirety
to read as follows:

       

      


       

      



      
        
           


        

        
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      10.  NEGATIVE
COVENANTS.

       

      Each of
the Company and Vectren covenants (only to the extent applicable to itself and,
if specified, its Subsidiaries) that from and after the Closing and for so long
as any of the Notes are outstanding:

       

      10.1  Transactions
with Affiliates.

       

      Vectren
and the Company will not enter into directly or indirectly any transaction or
group of related transactions (including without limitation the purchase, lease,
sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate, except in the ordinary course and pursuant to the reasonable
requirements of such Obligor’s business and upon fair and reasonable terms no
less favorable to such Obligor than would be obtainable in a comparable arm’s
length transaction with a Person not an Affiliate; provided that nothing in this
Section 10.1 shall limit (i) the making of capital contributions by Vectren or
any Subsidiary or Affiliate of Vectren to any other Affiliate or Subsidiary of
Vectren, (ii) the payment of dividends or distributions by any Subsidiary or
Affiliate of Vectren to Vectren or any other Affiliate or Subsidiary of Vectren,
or (iii) the Company in the ordinary course of its business advancing funds to
other Subsidiaries of Vectren.

       

      10.2  Merger,
Consolidation, Etc.

       

      Neither
Obligor shall, nor, except as otherwise permitted under Section 10.6, shall
any Obligor permit any Restricted Subsidiary of Vectren to, consolidate with or
merge with any other Person or convey, transfer, or lease all or substantially
all of its assets in a single transaction or series of transactions to any
Person unless:

       

      (a)  the
successor formed by such consolidation or the survivor of such merger, or the
Person that acquires by conveyance, transfer or lease all or substantially all
of such assets as an entirety, as the case may be (the “Successor Corporation”),
shall be a solvent business entity organized and existing under the laws of the
United States or any State thereof (including the District of Columbia), and, if
such Obligor is a party to such transaction and is not the Successor
Corporation, such Successor Corporation shall have executed and delivered to
each Holder of any Notes its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement, an opinion of
nationally recognized independent counsel, to the effect that all agreements or
instruments effecting such assumption are enforceable in accordance with their
terms, the Guarantee and the Notes, as applicable; and

       

      (b)  prior
to and immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing;

       

      provided, however, that,
notwithstanding the provisions of this Section 10.2, a Restricted
Subsidiary may merge with and into Vectren or another Restricted Subsidiary of
Vectren.


      
        
           


        

        
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      No such
conveyance, transfer or lease of all or substantially all of the assets of any
Obligor shall have the effect of releasing such Obligor or any Successor
Corporation that shall theretofore have become such in the manner prescribed in
this Section 10.2 from its liability under this Agreement or the
Guarantee.

       

      The
provisions of this Section 10.2 shall not limit the rights of the Holders of
Notes under Section 8.7.

       

      10.3  Line
of Business.

       

      Vectren
will not and will not permit any Restricted Subsidiary to engage in any business
if, as a result, the general nature of the business in which Vectren and its
Restricted Subsidiaries, taken as a whole, would then be engaged would be
substantially changed from the general nature of the business in which Vectren
and its Restricted Subsidiaries, taken as a whole, are engaged on the date of
this Agreement as described as of the date hereof in the
Memorandum.

       

      10.4  Terrorism
Sanctions Regulations.

       

      Vectren
will not and will not permit any Subsidiary to (a) become a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in section 1 of the
Anti-Terrorism Order or (b) engage in any dealings or transactions with any
such Person.

       

      10.5  Liens.

       

      Neither
Obligor will, or permit any Restricted Subsidiary to, create, assume, incur or
suffer to exist any Lien upon or with respect to any Property of the Company,
Vectren or any Restricted Subsidiaries except:

       

      (a)  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 U.S. GAAP shall have been set
aside on its books;

       

      (b)  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, mechanics’ or other similar liens that are being contested in
good faith and by appropriate proceedings and for which adequate reserves in
accordance with U.S. GAAP shall have been set aside on its books;

       

      (c)  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 or to secure bid, performance, surety or
similar bonds utilized in the ordinary course of business;


      
        
           


        

        
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      (d)  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
Vectren or its Subsidiaries;

       

      (e)  existing
Liens (including Liens securing Indebtedness of a Person existing on the date
the Person becomes a Restricted Subsidiary of Vectren (other than any Restricted
Subsidiary that was designated pursuant to Section 9.8 that was previously an
Unrestricted Subsidiary) or Liens on assets securing Indebtedness assumed by
Vectren or a Restricted Subsidiary of Vectren when such assets are acquired by
Vectren or a Restricted Subsidiary of Vectren), 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, but including the full amount of any existing commitments to
provide credit that were undrawn at such time of such extension, renewal or
replacement); 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;

       

      (f)  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);

       

      (g)  Liens
in favor of Vectren, the Company or a Restricted Subsidiary securing
intercompany Indebtedness or other obligations owed to Vectren, the Company or a
Restricted Subsidiary by a Restricted Subsidiary;

       

      (h)  Liens
incurred after the Closing Date given to secure the payment of the purchase
price incurred in connection with the acquisition, construction or improvement
of property (other than accounts receivable or inventory) useful and intended to
be used in carrying on the business of Vectren or a Restricted Subsidiary,
including Liens existing on such property at the time of acquisition or
construction thereof or Liens incurred within 360 days of such acquisition or
completion of such construction or improvement, provided that (i) the Lien
shall attach solely to the property acquired, purchased, constructed or
improved; (ii) at the time of acquisition, construction or improvement of
such property (or, in the case of any Lien incurred within three hundred sixty
(360) days of such acquisition or completion of such construction or
improvement, at the time of the incurrence of the Indebtedness secured by such
Lien), the aggregate amount remaining unpaid on all Indebtedness secured by
Liens on such property, whether or not assumed by Vectren or a Restricted
Subsidiary, shall not exceed the lesser of (y) the cost of such
acquisition, construction or improvement or (z) the Fair Market Value of
such property (as determined in good faith by one or more officers of Vectren to
whom authority to enter into the transaction has been delegated by the board of
directors of Vectren); and (iii) at the time of such


      
        
           


        

        
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      incurrence
and after giving effect thereto, no Default or Event of Default would exist;
and

       

      (i)  in
addition to Liens covered by (a)–(h) above, Liens securing Indebtedness not
exceeding 15% of Consolidated Net Worth in the aggregate outstanding at any
time; provided that no such Liens may secure Indebtedness under the Bank Credit
Agreements unless the Indebtedness is secured on an equal and ratable basis with
the Notes pursuant to a written agreement that is in scope, form and substance
satisfactory to the Required Holders.

       

      10.6  Sales
of Assets.

       

      Other
than in connection with a conveyance, transfer or lease of all or substantially
all of the assets of Vectren or the Company made in compliance with the
provisions of Section 10.2, Vectren will not, and will not permit any Restricted
Subsidiary to, sell, lease or otherwise dispose of any substantial part (as
defined below) of the assets of Vectren and its Restricted Subsidiaries;
provided, however, that Vectren or any Restricted Subsidiary may sell, lease or
otherwise dispose of assets constituting a substantial part of the assets of
Vectren and its Restricted Subsidiaries if such assets are sold in an arms
length transaction and, at such time and after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing, and an amount equal
to the Net Proceeds received from such sale, lease or other disposition (but
only with respect to that portion of such assets that exceeds the definition of
“substantial part” set forth below) shall be used within 18 months of such sale,
lease or disposition, in any combination:

       

      (1)  to
acquire productive assets used or useful in carrying on the business of Vectren
and its Restricted Subsidiaries and having a value at least equal to the value
of such assets sold, leased or otherwise disposed of; and/or

       

      (2)  to
prepay or retire Senior Indebtedness of Vectren and/or its Restricted
Subsidiaries, provided that (i) Vectren shall offer to prepay each
outstanding Note in a principal amount which equals the Ratable Portion for such
Note, and (ii) any such prepayment of the Notes shall be made at 100% of
the principal amount thereof, together with accrued interest thereon to the date
of such prepayment, but without the payment of the Make-Whole
Amount.  Any offer of prepayment of the Notes pursuant to this
Section 10.6 shall be given to each holder of the Notes by written notice
that shall be delivered not less than fifteen (15) days and not more than sixty
(60) days prior to the proposed prepayment date.  Each such notice
shall state that it is given pursuant to this Section and that the offer set
forth in such notice must be accepted by such holder in writing and shall also
set forth (i) the prepayment date, (ii) a description of the
circumstances which give rise to the proposed prepayment and (iii) a
calculation of the Ratable Portion for such holder’s Notes.  Each
holder of the Notes which desires to have its Notes prepaid shall notify Vectren
in writing delivered not less than five (5) Business Days prior to the proposed
prepayment date of its acceptance of such offer of prepayment.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


       

      Prepayment
of Notes pursuant to this Section 10.6 shall be made in accordance with
Section 8.2 (but without payment of the Make-Whole Amount).

       

      As used
in this Section 10.6, a sale, lease or other disposition of assets shall be
deemed to be a “substantial part” of the assets of Vectren and its Restricted
Subsidiaries if the book value of such assets, when added to the book value of
all other assets sold, leased or otherwise disposed of by Vectren and its
Restricted Subsidiaries during the period of 12 consecutive months ending on the
date of such sale, lease or other disposition, exceeds 15% of the book value of
consolidated total assets of Vectren and its Restricted Subsidiaries, determined
as of the end of the fiscal quarter immediately preceding such sale, lease or
other disposition; provided that there shall be excluded from any determination
of a “substantial part” any (i) sale or disposition of assets in the
ordinary course of business of Vectren and its Restricted Subsidiaries,
(ii) any transfer of assets from Vectren to any Restricted Subsidiary or
from any Restricted Subsidiary to Vectren or a Restricted Subsidiary, and (iii)
any sale or transfer of property acquired by Vectren or any Restricted
Subsidiary after the date of this Agreement to any Person within 365 days
following the acquisition or construction of such property by Vectren or any
Restricted Subsidiary if Vectren or a Restricted Subsidiary shall concurrently
with such sale or transfer, lease such property, as lessee.

       

      10.7  Indebtedness.

       

      Vectren
will not permit, determined as of the end of each of its fiscal quarters, the
ratio of Total Debt to Total Capitalization to exceed the Maximum
Ratio.

       

      10.8  Restricted
Subsidiary Group.

       

      Vectren
will require that either (i) the consolidated total assets of Vectren and
its Restricted Subsidiaries as of the end of each fiscal quarter equal at least
80% of the consolidated total assets of Vectren and its Subsidiaries, determined
in accordance with U.S. GAAP, or (ii) the consolidated total revenues of
Vectren and its Restricted Subsidiaries, determined as of the end of each fiscal
quarter for the four (4) consecutive fiscal quarters then ended, equal at least
80% of the consolidated total revenues of Vectren and its Subsidiaries during
such period, in each case determined in accordance with U.S. GAAP.

       

      Section 1.11.  Amendment
to Section 12 of the 2005 Note Purchase Agreement.  Sections
12(c), 12(f), 12(g), 12(h) and 12(i) of the 2005 Note Purchase Agreement shall
be, and the same hereby are, amended and restated in their entirety to read as
follows:

       

      (c)  default
shall be made by either Obligor in the performance of or compliance with any
term contained in Sections 10.2, 10.5, 10.6, 10.7 or 10.8 or by Vectren in the
performance of the Guarantee; or

       

      (f)  failure
of Vectren or any of its Restricted Subsidiaries to pay when due (whether at
stated maturity, on the date fixed for prepayment, by acceleration or otherwise)
any Indebtedness (other than Non-Recourse Indebtedness) aggregating in excess of
$75,000,000 (“Material Indebtedness”); or the default by Vectren or any of
its


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


       

      Restricted
Subsidiaries 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 (other than Non-Recourse
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 (other than Non-Recourse
Indebtedness) to cause, such Material Indebtedness to become due prior to its
stated maturity (other than pursuant to customary “due-on-sale” or similar
clauses, or as a result of the occurrence of a change in control similar to
Section 8.7 hereof); or any Material Indebtedness (other than Non-Recourse
Indebtedness) of Vectren or any of its Restricted Subsidiaries shall be declared
to be due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment or pursuant to customary “due-on-sale” or similar
clauses, or as a result of the occurrence of a change in control similar to
Section 8.7 hereof), prior to the stated maturity thereof; or Vectren or any of
its Restricted Subsidiaries shall not pay, or admit in writing its inability to
pay, its debts generally as they become due; or

       

      (g)  Vectren
or any of its Restricted Subsidiaries 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
substantially all of its assets, (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 subsection (g) or
(vi) fail to contest in good faith any appointment or proceeding described in
subsection (h) below; or

       

      (h)  without
the application, approval or consent of Vectren or any of its Restricted
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for Vectren or any of its Restricted Subsidiaries or
substantially all of its assets, or a proceeding described in
subsection (g)(iv) above shall be instituted against Vectren or any of its
Restricted Subsidiaries and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 60 consecutive
days; or

       

      (i)  a
final judgment or judgments for the payment of money aggregating in excess of
$75,000,000 are rendered against one or more of Vectren and its Restricted
Subsidiaries and which judgments are not, within 60 days after entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged within 60
days after the expiration of such stay; or

       

      Section 1.12.  Amendment
to Section 18.2 of the 2005 Note Purchase Agreement.  Section
18.2 of the 2005 Note Purchase Agreement shall be, and hereby is, amended by
adding the following new Section 18.2(c) at the end of Section
18.2:


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


       

      (c) Consent in
Contemplation of Transfer.  Any
consent made pursuant to this Section 18 by the Holder of any Note that has
transferred or has agreed to transfer such Note to either Obligor, any
Subsidiary or any Affiliate of either Obligor and has provided or has agreed to provide such written
consent as a condition to such transfer shall be void and of no force or effect
except solely as to such Holder, and any amendments effected or waivers granted
or to be effected or granted that would not have been or
would not be so effected or granted but for such consent (and the consents of
all other Holders of Notes that were acquired under the same or similar
conditions) shall be void and of no force or effect except solely as to such
transferring Holder.

       

      Section 1.13.  Amendment
to Section 23 of the 2005 Note Purchase Agreement.  Section 23
of the 2005 Note Purchase Agreement shall be, and hereby is, amended by adding
the following new Section 23.8 immediately following Section 23.7:

       

      23.8  Waiver
of Jury Trial.

       

      The
parties hereto hereby waive trial by jury in any action brought on or with
respect to this Agreement, the Notes or any other document executed in
connection herewith or therewith.

       

      Section
1.14.  Amendments to Schedule B to the 2005 Note Purchase
Agreement.

       

      (a)  The
following definitions are hereby inserted in alphabetical order in Schedule B to
the 2005 Note Purchase Agreement:

       

      “Bank Credit Agreements” means
that certain Credit Agreement dated as of November 10, 2005 among the Company,
Vectren, the Lenders signatory thereto, 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, LaSalle Bank National Association, as
Administrative Agent and LC Issuer, and J.P. Morgan Securities, Inc. and LaSalle
Bank National Association, as Joint Lead Arrangers and Bookrunners and that
certain Credit Agreement dated as of September 11, 2008 among the Company,
Vectren, the Lenders signatory thereto, JPMorgan Chase Bank, N.A. and Union Bank
of California, N.A., as Co-Syndication Agents, Bank of America, N.A., as
Administrative Agent and LC Issuer and Banc of America Securities LLC, as Lead
Arranger and Book Runner, as such agreement may be hereafter amended, modified,
restated, supplemented, refinanced, increased or reduced from time to time, and
any successor credit agreement or similar facilities.

       

      “Change in Control” is defined
in Section 8.7(h).

       

      “Control Event” is defined in
Section 8.7(i).

       

      “Fair Market Value” means, at
any time and with respect to any property, the sale value of such property that
would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


       

      (neither
being under a compulsion to buy or sell), as reasonably determined in the good
faith opinion of Vectren’s board of directors.

       

      “Maximum Ratio” means 65%,
provided that if the maximum ratio of Vectren’s (a) Consolidated
Indebtedness (as defined in the Bank Credit Agreements), to (b) the sum
Vectren’s Consolidated Indebtedness plus Consolidated Net Worth (as such terms
are defined in the Bank Credit Agreements) permitted to exist under the Bank
Credit Agreements (currently §6.17 of the Bank Credit Agreements) shall be
changed to a percentage higher or lower than 65%, then the Maximum Ratio shall
be so changed to the same percentage automatically without any consent required
by the holders of Notes, provided further that the Maximum Ratio shall not
exceed a ratio higher than 70%.

       

      “Net Proceeds” means the
aggregate cash proceeds received by Vectren or any of the Restricted
Subsidiaries, as the case may be, in respect of any sale, lease or disposition
of assets, net of the direct costs relating to such sale, lease or disposition
(including, without limitation, out of pocket legal, accounting and investment
banking fees, and sales commissions), and taxes paid or payable as a result
thereof (after taking into account any available tax credits or
deductions).

       

      “Permanent Restricted
Subsidiaries” means each of the Company, Vectren Utility Holdings, and
each Subsidiary of Vectren Utility Holdings.

       

      “Proposed Prepayment Date” is
defined in Section 8.7(c).

       

      “Ratable Portion” means, with
respect to any Note, an amount equal to the product of (x) the amount equal to
the Net Proceeds being so applied to the prepayment of Senior Indebtedness in
accordance with Section 10.6(2), multiplied by (y) a fraction the numerator
of which is the outstanding principal amount of such Note and the denominator of
which is the aggregate principal amount of Senior Indebtedness of the Company
and its Restricted Subsidiaries being prepaid pursuant to
Section 10.6(2).

       

      “Restricted Subsidiary” means
any Subsidiary of Vectren or a Restricted Subsidiary which Vectren has not
designated an Unrestricted Subsidiary by notice in writing given to the holders
of the Notes in accordance with Section 9.8.  Each of the Permanent
Restricted Subsidiaries shall at all times remain a Restricted
Subsidiary.

       

      “Senior Indebtedness” means,
as of the date of any determination thereof, all Total Debt, other than
Subordinated Indebtedness.

       

      “Subordinated Indebtedness”
means all unsecured Indebtedness of Vectren or its Restricted Subsidiaries which
shall contain or have applicable thereto subordination provisions providing for
the subordination thereof to other Indebtedness of Vectren and its Restricted
Subsidiaries (including, without


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


       

      limitation,
subordination to the obligations of Vectren and the Company under this Agreement
or the Notes).

       

      “Subsidiary Guarantor” means
each Subsidiary which is party to the Subsidiary Guaranty.

       

      “Subsidiary Guaranty” is
defined in Section 9.9.

       

      “Successor Corporation” is
defined in Section 10.2(a).

       

      “Unrestricted Subsidiary”
means any Subsidiary (other than the Permanent Restricted Subsidiaries) of
Vectren so designated by Vectren in accordance with Section 9.8.

       

      (b)  The
definitions of Affiliate, Consolidated Net Worth, Environmental Laws, Guaranty,
Material Adverse Effect, Non-Recourse Indebtedness, PUHCA and Total Debt in
Schedule B to the 2005 Note Purchase Agreement are hereby amended and restated
in their entirety to read as follows:

       

      “Affiliate” means, at any
time, and with respect to any Person, (a) any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and
(b) any Person beneficially owning or holding, directly or indirectly, 10%
or more of any class of voting or equity interests of either Obligor or any
Subsidiary or any Person of which Vectren and its Subsidiaries beneficially own
or hold, in the aggregate, directly or indirectly, 10% or more of any class of
voting or equity interests.  As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.  Unless the
context otherwise clearly requires, any reference to an “Affiliate” is a
reference to an Affiliate of Vectren.

       

      “Consolidated Net Worth” means
at any time the consolidated stockholders’ equity of Vectren and its Restricted
Subsidiaries calculated on a consolidated basis as of such time in accordance
with U.S. GAAP.

       

      “Environmental Laws” means any
and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to Hazardous
Materials

       

      “Guaranty” means, with respect
to any Person, any obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection and obligations
which are not Indebtedness) of such Person guaranteeing or in effect
guaranteeing any Indebtedness or dividend of any other Person in any manner,
whether directly or indirectly, including (without limitation)


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


       

      obligations
incurred through an agreement, contingent or otherwise, by such
Person:

       

      (a)  to
purchase such Indebtedness or obligation or any property constituting security
therefor;

       

      (b)  to
advance or supply funds (i) for the purchase or payment of such
Indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness or obligation;

       

      (c)  to
lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such Indebtedness or obligation of the ability of any
other Person to make payment of the Indebtedness or obligation; or

       

      (d)  otherwise
to assure the owner of such Indebtedness or obligation against loss in respect
thereof.

       

      In any
computation of the Indebtedness or other liabilities of the obligor under any
Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

       

      “Material Adverse Effect” means
a material adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of Vectren and its Restricted
Subsidiaries taken as a whole, or (b) the ability of the Company or Vectren
to perform its respective obligations under this Agreement, the Notes or the
Guarantee, or (c) the validity or enforceability of this Agreement, the
Notes or the Guarantee.

       

      “Non-Recourse Indebtedness”
means, except as expressly provided to the contrary herein,
(i) Indebtedness of any Person that in accordance with U.S. GAAP would not
be included as a liability on a balance sheet of such Person and
(ii) Indebtedness of any Subsidiary of a Person which in accordance with
U.S. GAAP would not be included as a liability on the consolidated balance sheet
of such Person.

       

      “PUHCA” means the Public
Utility Holding Company Act of 2005, as amended.

       

      “Total Debt” at any time
means all Indebtedness of Vectren and its Restricted Subsidiaries at such time
determined on a consolidated basis in accordance with U.S. GAAP.

       

      (c)  The
definitions of Material Subsidiary, Significant Utility Subsidiary, and
Significant Utility Subsidiary Successor are hereby deleted from Schedule B to
the 2005 Note Purchase Agreement:


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


       

      SECTION
II.  REPRESENTATIONS.

       

      Section
2.1.  Representations and Warranties.  Each of the
Company and Vectren represents and warrants to each Holder as follows as of the
date hereof:

       

      (a)  Each
of the Company and Vectren is a corporation duly organized and validly existing
under the laws of its jurisdiction of incorporation, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  Each of the Company and Vectren has the corporate power and
authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to
execute and deliver this First Amendment, and to perform the provisions hereof
and thereof.

       

      (b)  This
First Amendment has been duly authorized by all necessary corporate action on
the part of the Company, and this First Amendment and the 2005 Note Purchase
Agreement as amended by this First Amendment constitute legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, and this First Amendment has been duly authorized by all necessary
corporate action on the part of Vectren and this First Amendment and the 2005
Note Purchase Agreement as amended by this First Amendment constitute legal,
valid and binding obligations of Vectren enforceable against Vectren in
accordance with their terms, except, in each case, as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

       

      (c)  The
execution, delivery and performance by the Company and Vectren of this First
Amendment, and the performance by the Company and Vectren of the 2005 Note
Purchase Agreement, as amended by this First Amendment,  will not (i)
contravene, result in any breach of, or constitute a default under, or result in
the creation of any Lien in respect of any property of the Company or Vectren,
as the case may be, or any Subsidiary, under any indenture, mortgage, deed of
trust, loan, purchase or credit agreement, lease, corporate charter or by-laws,
or any other agreement or instrument to which the Company, Vectren or any
Subsidiary is bound or by which the Company, Vectren or any Subsidiary or any of
their respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company, Vectren or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company, Vectren or any Subsidiary (including,
without limitation, PUHCA or the Federal Power Act, as amended).

       

      (d)  No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company or Vectren of this First
Amendment


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


       

      (including,
without limitation, any thereof under PUHCA or the Federal Power Act, each as
amended).

       

      (e)  After
giving effect to this First Amendment, no Default or Event of Default under the
2005 Note Purchase Agreement will have occurred and be continuing as of the
effective date of this First Amendment, and the Company and Vectren will be in
compliance with all of the terms and conditions of the 2005 Note Purchase
Agreement, as amended.

       

      SECTION
III.  CONDITIONS TO EFFECTIVENESS.

       

      The
effectiveness of this First Amendment shall be subject to the fulfillment prior
to or on the First Amendment Closing Date of the following
conditions:

       

      Section 3.1.  Opinion of
Counsel.  The Holders shall have received an opinion in form
and substance satisfactory to the Holders, dated the First Amendment Closing
Date, from Barnes & Thornburg LLP, Indiana counsel for the Obligors,
covering the matters set forth in Exhibit A.

       

      Section 3.2.  Proceedings
and Documents.  All corporate and other proceedings in
connection with the transactions contemplated by this First Amendment and all
documents and instruments incident to such transactions shall be satisfactory to
the Holders, and the Holders shall have received all such counterpart originals
or certified or other copies of such documents as such Holder may reasonably
request.

       

      Section. 3.3.  Related
Matters.  As of the First Amendment Closing Date, each of the
Holders and the Obligors shall have executed and delivered this First
Amendment.

       

      Section 3.4.  Payment of
Special Counsel Fees.  The Company shall have paid on or before
the First Amendment Closing Date the fees, charges and disbursements of Chapman
and Cutler LLP, the Holders’ special counsel.

       

      SECTION
IV.  MISCELLANEOUS.

       

      Section 4.1.  Reference to
2005 Note Purchase Agreement and Notes.  Any and all notices,
requests, certificates and other instruments may refer to the 2005 Note Purchase
Agreement without making specific reference to this First Amendment, but
nevertheless all such references shall be deemed to include this First Amendment
unless the context shall otherwise require.

       

      Section 4.2.  Ratification
of the 2005 Note Purchase Agreement.  This First Amendment
shall be construed in connection with and as a part of the 2005 Note Purchase
Agreement, and all terms, conditions and covenants contained in the 2005 Note
Purchase Agreement, except as herein modified, shall be and remain in full force
and effect and the terms and provisions thereof are hereby ratified and
approved.  References in the 2005 Note Purchase Agreement to “this
Agreement” and to words such as “herein”, “hereinafter”, “hereof”, “hereunder”
and any words of similar import shall refer to the 2005 Note Purchase Agreement
as amended by this First Amendment.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


       

      Section
4.3.  Counterparts.  This First Amendment may be
executed in any number of counterparts, each of which shall be an original but
all of which together shall constitute one instrument.  Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.

       

      Section 4.4.  Governing
Law.  This First Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of Indiana excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such
State.

       

      [Signature
pages immediately follow.]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      Upon
acceptance of this First Amendment by each of the Holders and the satisfaction
of the conditions set forth herein, this First Amendment shall become effective
and the 2005 Note Purchase Agreement shall be amended as herein set forth, such
amendment to be effective as of the First Amendment Closing Date.

       

      


      
        
          
            
              
                
                  	 
      	
                          VECTREN
      CAPITAL, CORP.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Robert L. Goocher
	 
      	 
      	 
      
	 
      	
                          Name:

                        	Robert
      L. Goocher
	 
      	 
      	 
      
	 
      	
                          Title:

                        	V.P.,
      Treasurer and Asst. Secretary
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                          VECTREN
      CORPORATION

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Robert L. Goocher
	 
      	 
      	 
      
	 
      	
                          Name:

                        	Robert
      L. Goocher
	 
      	 
      	 
      
	 
      	
                          Title:

                        	V.P.
      and
Treasurer


                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      The
foregoing is hereby agreed to as of the date hereof.

       

      


      
        
          
            
              
                	 
      	
                        TRANSAMERICA
      LIFE INSURANCE COMPANY, SUCCESSOR BY MERGER TO TRANSAMERICA OCCIDENTAL
      LIFE INSURANCE COMPANY

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      Frederick B. Howard
	 
      	
                        Name:

                      	Frederick
      B. Howard
	 
      	
                        Title:

                      	Vice
      President


              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      AMERICAN
      INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

                                    
	 	
                                      AIG
      ANNUITY INSURANCE COMPANY

                                    
	 	
                                      THE
      VARIABLE ANNUITY LIFE INSURANCE COMPANY

                                    
	 	 
	 
      	By:	
                                      AIG
      Global Investment Corp., investment adviser

                                    
	 	 	 
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	/s/
      Victoria Y. Chin
	 
      	
                                      Name:

                                    	Victoria
      Y. Chin
	 
      	
                                      Title:

                                    	Vice
      President


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  	 
      	
                          COUNTRY
      LIFE INSURANCE COMPANY

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      John Jacobs  
	 
      	
                          Name:

                        	John
      Jacobs  
	 
      	
                          Title:

                        	Director
      Fixed Income


                

              

            

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            THE
      LINCOLN NATIONAL LIFE INSURANCE COMPANY,

                                          
	 	 
	 	
                                            Successor
      by merger to Jefferson-Pilot Life
    Insurance Company 

                                          
	 
      	
                                             

                                          
	 	
                                            By: 
      Delaware Investment Advisers, a series of Delaware Management Business
      Trust, Attorney-in-Fact

                                          
	 	 	 
	 	 	 
	 
      	
                                            By:

                                          	/s/
      Nicole W. Tullo
	 
      	
                                            Name:

                                          	Nicole
      W. Tullo 
	 
      	
                                            Title:

                                          	Vice
      President


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  	 
      	
                          AMERICAN
      UNITED LIFE INSURANCE COMPANY

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Michael I. Bullock
	 
      	
                          Name:

                        	Michael
      I. Bullock  
	 
      	
                          Title:

                        	V.P.
      Private
Placements


                

              

            

          

        

         

        
          


          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  THE
      STATE LIFE INSURANCE COMPANY

                                
	 	 
	 	By: 
      American United Life Insurance Company, Its Agent
	 	 
	 
      	 
      	 
      
	 
      	
                                  By:

                                	/s/
      Michael I. Bullock
	 
      	
                                  Name:

                                	Michael
      I. Bullock  
	 
      	
                                  Title:

                                	V.P.
      Private
Placements


                        

                      

                    

                  

                

              

            

          

           

           

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                	 
      	
                        THE
      NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Goup Annuity Separate
      Account

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      David A. Barras
	 
      	 
      	Its
      Authorized
Representative


              

            

          

        

         

        
           

          


          
            
              
                
                  	 
      	
                          THE
      NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      David A. Barras
	 
      	 
      	Its
      Authorized
Representative


                

              

            

          

           

          


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        PACIFIC
      LIFE INSURANCE COMPANY

                                      
	 
      	 
      	 
      
	 
      	
                                        By:

                                      	/s/
      Diane W. Dales
	 
      	
                                        Name:

                                      	Diane
      W. Dales
	 
      	
                                        Title:

                                      	Assistant
      Vice President
	 	 	 
	 	 	 
	 	By:	/s/
      Cathy L. Schwartz 
	 	Name:	Cathy
      L. Schwartz
	 	Title:	Assistant
      Secretary
	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  	 
      	
                          TEACHERS
      INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Ho Young Lee
	 
      	
                          Name:

                        	Ho
      Young Lee
	 
      	
                          Title:

                        	Director


                

              

            

          

        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
foregoing is hereby agreed to as of the date hereof.

         

        


        
          
            
              
                
                  
                    
                      	 
      	
                              UNUM
      LIFE INSURANCE COMPANY OF AMERICA

                            
	 	 
	 	
                              By:
      Provident Investment Management, LLC, its agent

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	/s/
      Ben Vance
	 
      	
                              Name:

                            	Ben
      Vance
	 
      	
                              Title:

                            	Managing
      Director


                    

                  

                

              

            

          

        

         

        


        


        
          
            
              
                
                  
                    
                      	 
      	
                              COLONIAL
      LIFE & ACCIDENT INSURANCE COMPANY

                            
	 	 
	 	
                              By:
      Provident Investment Management, LLC, its agent

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	/s/
      Ben Vance
	 
      	
                              Name:

                            	Ben
      Vance
	 
      	
                              Title:

                            	Managing
      Director