REORGANIZATION AGREEMENT
THIS REORGANIZATION AGREEMENT (the "Agreement") is made and entered into as
of the 24th day of July, 2000, by and between VECTREN CORPORATION, an Indiana
corporation ("Vectren"), and VECTREN UTILITY HOLDINGS INC., an Indiana
corporation ("VUHI").
W I T N E S S E T H:
WHEREAS, the Board of Directors of Vectren believes that it would be in the
company's best interests to consolidate its jurisdictional facilities under an
intermediate holding company (the "Reorganization");
WHEREAS, Vectren and VUHI are duly organized corporations under Indiana
law.
WHEREAS, Vectren has caused VUHI to be incorporated in order to effect such
Reorganization;
WHEREAS, as required by Indiana law, including the Business Corporation
Act, and following the receipt of all necessary corporate approvals, in
connection with the Reorganization Vectren will contribute and transfer to VUHI
the stock of Southern Indiana Gas & Electric Company, Community Natural Gas
Company, Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc.,
(collectively, the "Subsidiaries");
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE 1.
REORGANIZATION
1.1 Contribution and Transfer of Stock. At the closing of the
Reorganization and subject to terms and conditions set forth herein, Vectren
hereby agrees to contribute, transfer, assign and deliver to VUHI 100% of the
stock of Southern Indiana Gas & Electric Company, Vectren Energy Delivery of
Ohio, Inc., and Indiana Gas Company, Inc. and 33% of the stock of Community
Natural Gas Company ("Shares").
1.2 Further Agreements and Actions.
(a) Subject to the terms and conditions set forth in this Agreement, each
of the parties hereto will use its best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things necessary, proper or
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advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated hereby, including, without limitation, using best
efforts to satisfy the conditions precedent set forth in Article 3.
(b) Without limiting the generality of the foregoing, Vectren and VUHI
shall cooperate with each other and (i) promptly make all filings, applications
and notices with or to any international, federal, state or local governmental
or regulatory authorities, (ii) use best efforts to obtain the transfer or
reissuance to VUHI of all necessary permits, consents, approvals and
authorizations of all governmental or regulatory authorities, and (iii) use best
efforts to obtain all necessary consents, approvals and authorizations of all
other third parties, in each case as are necessary or advisable to consummate
the transactions contemplated by this Agreement. Each of Vectren and VUHI shall
have the right to review in advance all characterizations of the information
relating to the transactions contemplated by this Agreement which appear in any
filing made in connection herewith by the other party.
(c) In addition to the Reorganization, the parties agree that they will
negotiate, enter into and deliver between themselves or with third parties such
further agreements, understanding, opinions, consents and indemnification's
(collectively, the "Ancillary Agreements") as are legally required or advisable
to implement, give full effect to or otherwise consummate the transactions
contemplated hereby on the Reorganization date. Without limiting the generality
of the foregoing, such Ancillary Agreements may include tax sharing agreements,
facilities agreements, maintenance and other services agreements, license
agreements, leases, management and employee services agreements, allocations
agreements, indemnification agreements and agreements with respect to employee
matters.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
2.1 Authority. Each party hereby represents and warrants to the other party
that (a) it has all necessary corporate power and authority to execute, deliver
and perform this Agreement, (b) the execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action of such
party, (c) it has duly and validly executed and delivered this Agreement, and
(d) this Agreement is a legal, valid and binding obligation of such party.
2.2 Title to Shares. Vectren hereby covenants to VUHI, its successors and
assigns that, (a) Vectren is now the owner of the Shares; and (b) Vectren has
the lawful right to transfer the Shares to VUHI.
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ARTICLE 3.
CONDITIONS PRECEDENT
3.1 Conditions To Reorganization. The obligations of Vectren and VUHI to
consummate the Reorganization and the other transactions contemplated hereby are
subject to the fulfillment on or prior to the Reorganization Date of the
following conditions:
(a) Government Approvals. Any material governmental or regulatory
approvals necessary or appropriate to consummate the Reorganization shall
have been obtained and be in full force and effect;
(b) Ancillary Agreements. The parties shall have agreed upon and
executed all Ancillary Agreements necessary or desirable in connection with
the transactions contemplated hereby.
ARTICLE 4.
MISCELLANEOUS
4.1 Entire Agreement. This Agreement and the Ancillary Agreements
referenced or attached hereto and thereto, constitute (or in the case of the
Ancillary Agreement will, when executed, constitute) the entire agreement
between the parties with respect to the subject matter hereof.
4.2 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Indiana as to all matters
regardless of its conflicts of law principles.
4.3 Termination. This Agreement and all Ancillary Agreements may be
terminated and the Reorganization abandoned at any time prior to the
Reorganization Date by mutual consent of Vectren and VUHI. In the event of
termination pursuant to this Section, no party shall have any liability of any
kind to the other party.
4.4 Notices. Any notice, demand, offer, request or other communication
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be in writing and shall be deemed effectively given the earlier
of (i) when received, (ii) when delivered personally, (iii) one (1) business day
after being delivered by facsimile (with receipt of appropriate confirmation),
(iv) one (1) business day after being deposited with an overnight courier
service or (v) four (4) days after being deposited in the United States mail,
First Class with postage prepaid, and addressed to the attention of the party's
General Counsel at the address of its principal executive office or such other
address as a party may request by notifying the other in writing.
4.5 Counterparts. This Agreement, and the other documents referred to
herein, may be executed in counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same agreement.
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4.6 Binding Effect; Assignment. This Agreement shall inure to the benefit
of and be biding upon the parties hereto and their respective successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any other person any rights or remedies of any nature whatsoever under or
by reason of this Agreement. Neither party hereto may assign its rights or
obligations under this Agreement, in whole or in part, without the prior written
consent of the other party, and any attempted assignment not in accordance
herewith shall be null and void and of no force and effect.
4.7 Amendment. No change or amendment will be made to this Agreement except
by an instrument in writing signed on behalf of each of the parties to such
agreement.
4.8 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. When a reference is made in this Agreement to
an Article or a Section , such reference shall be to an Article or Section of
this Agreement unless otherwise indicated.
4.9 Conflicting Agreements. In the event of conflict between this Agreement
and any Ancillary Agreement or other agreement executed in connection herewith,
the provisions of such Ancillary Agreement or other agreement, as the case may
be, shall prevail.
IN WITNESS WHEREOF, the undersigned have caused their respective duly
authorized representatives to execute this Agreement under seal as of the day
and year first written above.
Vectren Corporation
By: _____________________________
Name: Andrew E. Goebel
Title: President and Chief Operating Officer
Vectren Utility Holdings Inc.
By: _____________________________
Name: Jerome A. Benkert, Jr.
Title: Executive Vice President and Chief
Financial Officer
