SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 1995
INDIANA GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
INDIANA
<PAGE>
(State or other jurisdiction of incorporation)
1-6494 35-0793669
(Commission File Number) (IRS Employer Identification No.)
1630 North Meridian Street
Indianapolis, Indiana 46202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(317) 926-3351
<PAGE>
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
Exhibit 1(a) Distribution Agreement dated April 5, 1995, among
Indiana Gas Company, Inc., Goldman, Sachs & Co.
and Merrill Lynch & Co., Merrill Lynch, Pierce
Fenner & Smith Incorporated
Exhibit 4(a) Officers' Certificate with respect to the
establishment of the Medium Term Notes, Series E
(including form of Fixed Rate Note and Floating
Rate Note)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
INDIANA GAS COMPANY, INC.
By: /s/ Niel C. Ellerbrook
Niel C. Ellerbrook,
Senior Vice President
and Chief Financial Officer
Date: April 5, 1995
<PAGE>
INDIANA GAS COMPANY, INC.
$55,000,000
Medium-Term Notes, Series E
Distribution Agreement
April 5, 1995
New York, New York
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center - North Tower
250 Vesey Street
New York, New York 10281
Ladies and Gentlemen:
Indiana Gas Company, Inc., an Indiana corporation (the
"Company"), proposes to issue and sell from time to time its
Medium-Term Notes, Series E (the "Securities") in an aggregate
amount up to $55,000,000 and agrees with each of you
(individually, an "Agent", and collectively, the "Agents") as set
forth in this Agreement.
Subject to the terms and conditions stated herein and
to the reservation by the Company of the right to sell Securities
directly on its own behalf, the Company hereby (i) appoints each
Agent as an agent of the Company for the purpose of soliciting
and receiving offers to purchase Securities from the Company
pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell
Securities directly to any Agent as principal, it will enter into
a separate agreement (each, a "Terms Agreement"), substantially
in the form of Annex I hereto, relating to such sale in
accordance with Section 2(b) hereof. A Terms Agreement may be an
oral agreement confirmed in writing. This Distribution Agreement
shall not be construed to create either an obligation on the part
of the Company to sell any Securities or an obligation of any of
the Agents to purchase Securities as principal.
<PAGE>
The Company will notify the Agents of their appointment
of such other agents, dealers or underwriters in accordance with
the provisions of this paragraph and of the principal amount of
Securities sold to such other agents, dealers or underwriters.
Such other agents, dealers or underwriters will be required (i)
if in connection with a particular issuance of Securities only
and not in connection with being named an Agent, to acknowledge
delivery to it of a letter from the Company substantially in the
form of Exhibit A hereto, and (ii) if such other agent, dealer or
underwriter is to be named an Agent, to deliver to the Company a
letter substantially in the form of Exhibit B hereto, to be
signed and returned by the Company.
The Securities will be issued under an indenture, dated
as of February 1, 1991 (the "Indenture"), between the Company and
Bank of America Illinois, successor to Continental Bank, National
Association, as Trustee (the "Trustee"), as heretofore
supplemented. The Securities shall have the maturities, interest
rates and redemption provisions, if any, and other terms set
forth in the Prospectus referred to below as it may be amended or
supplemented from time to time. The Securities will be issued,
and the terms and rights thereof established, from time to time
by the Company in accordance with the Indenture.
1. The Company represents and warrants to, and agrees
with, each Agent that:
(a) A registration statement on Form S-3 (File No. 33-
54820 in respect of $90,000,000 aggregate principal amount of
debt securities, including the Securities, has been filed with
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Act");
such registration statement and any post-effective amendment
thereto, each in the form heretofore delivered or to be delivered
to such Agent, excluding exhibits to such registration statement,
but including all documents incorporated by reference in the
prospectus included therein, have been declared effective by the
Commission in such form; no other document with respect to such
registration statement or document incorporated by reference
therein has heretofore been filed or transmitted for filing with
the Commission (other than the prospectuses filed pursuant to
Rule 424(b) of the rules and regulations of the Commission under
the Act, each in the form heretofore delivered to the Agents);
and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in such registration statement or
filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Act, is hereinafter
called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto and the
documents incorporated by reference in the prospectus contained
in the registration statement at the time such part of the
registration statement became effective but excluding Form T-1,
<PAGE>
each as amended at the time such part of the registration
statement became effective, is hereinafter collectively called
the "Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the
Securities, in the form in which it has most recently been filed,
or transmitted for filing, with the Commission on or prior to the
date of this Agreement, is hereinafter called the "Prospectus";
any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only
the terms of a particular issue of the Securities (a "Pricing
Supplement"), shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated
therein by reference; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a)
or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to and include
the Prospectus as amended or supplemented (including by the
applicable Pricing Supplement filed in accordance with Section
4(a) hereof) in relation to Securities to be sold pursuant to
this Agreement, in the form filed or transmitted for filing with
the Commission pursuant to Rule 424(b) under the Act and in
accordance with Section 4(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material
respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus, or any further
amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading;
<PAGE>
(c) Neither the Company nor any of its subsidiaries
has sustained since the date of the latest audited financial
statements included or incorporated by reference in the
Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective
dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in
the capital stock or long-term debt of the Company (other than
any changes in long-term debt resulting from the issuance of
Securities pursuant to this Agreement) or any of its subsidiaries
or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general
affairs, management, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Prospectus;
(d) The Company has been duly incorporated and is
validly existing as a corporation under the laws of the
jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus;
(e) The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;
(f) The Securities have been duly authorized, and,
when issued and delivered pursuant to this Agreement and any
Terms Agreement, will have been duly executed, authenticated,
issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits
provided by the Indenture, which will be substantially in the
form filed as an exhibit to the Registration Statement; the
Indenture has been duly authorized and duly qualified under the
Trust Indenture Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture conforms and the Securities of any particular issuance
of Securities will conform to the descriptions thereof contained
in the Prospectus as amended or supplemented to relate to such
issuance of Securities;
(g) The issue and sale of the Securities, the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any Terms
Agreement, and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute
<PAGE>
a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company
is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such
action result in any violation of the provisions of the Articles
of Incorporation, as amended, or the By-laws of the Company or
any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company
or any of its properties; and no consent, approval,
authorization, order, registration or qualification of or with
any court or governmental agency or body is required for the
solicitation of offers to purchase Securities, the issue and sale
of the Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, any Terms Agreement
or the Indenture, except such as have been, or will have been
prior to the Commencement Date (as defined in Section 3 hereof),
obtained under the Act or the Trust Indenture Act and such
consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue
Sky laws in connection with the solicitation by such Agent of
offers to purchase Securities from the Company and with purchases
of Securities by such Agent as principal, as the case may be, in
each case in the manner contemplated hereby;
(h) Neither the Company nor any of its subsidiaries is
in violation of its Articles of Incorporation or By-laws or in
default in the performance or observance of any material
obligation, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which it is a party or by which it or any of its
properties may be bound;
(i) The statements set forth in the Prospectus under
the captions "Description of the Debt Securities" and
"Supplemental Description of the Notes", insofar as they purport
to constitute a summary of the terms of the Securities, and under
the captions "Plan of Distribution" and "Supplemental Plan of
Distribution", insofar as they purport to describe the provisions
of the laws and documents referred to therein, are accurate,
complete and fair;
(j) Other than as set forth in the Prospectus, there
are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or to which any
property of the Company or any of its subsidiaries is subject,
which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
material adverse effect on the current or future consolidated
financial position, shareholders' equity or results of operations
of the Company and its subsidiaries, and, to the best of the
Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
<PAGE>
(k) The Company is not, and after giving effect to
each offering and sale of the Securities will not be, an
"investment company" or an entity "controlled" by an "investment
company", as such terms are defined in the Investment Company Act
of 1940, as amended (the "Investment Company Act");
(l) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or
affiliate located in Cuba within the meaning of Section 517.075,
Florida Statutes;
(m) Immediately after any sale of Securities by the
Company hereunder or under any Terms Agreement, the aggregate
amount of Securities which shall have been issued and sold by the
Company hereunder or under any Terms Agreement and of any debt
securities of the Company (other than such Securities) that shall
have been issued and sold pursuant to the Registration Statement
will not exceed the amount of debt securities registered under
the Registration Statement;
(n) Arthur Andersen LLP, who have certified certain
financial statements of the Company and its subsidiaries, are
independent public accountants as required by the Act and the
rules and regulations of the Commission thereunder; and
(o) Each of (i) the order of the Indiana Utility
Regulatory Commission (the "Indiana Commission"), dated March 11,
1992, authorizing the Company, among other things, to issue up to
$90,000,000 of debt securities, including the Securities, and
(ii) the order of the Indiana Commission dated August 17, 1994
authorizing the Company, among other things, to issue up to
$125,000,000 principal amount of debt securities, including the
Securities (collectively, the "Indiana Commission Order"), is in
full force and effect and is not the subject of any appeal or
other proceeding.
2. (a) On the basis of the representations and
warranties herein contained, and subject to the terms and
conditions herein set forth, each of the Agents hereby severally
and not jointly agrees, as agent of the Company, to use its
reasonable efforts to solicit and receive offers to purchase the
Securities from the Company upon the terms and conditions set
forth in the Prospectus as amended or supplemented from time to
time. So long as this Agreement shall remain in effect with
respect to any Agent, the Company shall not, without the consent
of such Agent, solicit or accept offers to purchase, or sell, any
debt securities with a maturity at the time of original issuance
of 9 months or more from date of issuance except pursuant to this
Agreement (including, without limitation, the third paragraph
hereof), any Terms Agreement, or except pursuant to a private
placement not constituting a public offering under the Act or
except in connection with a firm commitment underwriting pursuant
to an underwriting agreement that does not provide for a
continuous offering of medium-term debt securities. However, the
<PAGE>
Company reserves the right to sell, and may solicit and accept
offers to purchase, Securities directly on its own behalf in
transactions with persons other than broker-dealers, and, in the
case of any such sale not resulting from a solicitation made by
any Agent, no commission will be payable with respect to such
sale. These provisions shall not limit Section 4(f) hereof or
any similar provision included in any Terms Agreement.
Procedural details relating to the issue and delivery
of Securities, the solicitation of offers to purchase Securities
and the payment in each case therefor shall be as set forth in
the Administrative Procedure attached hereto as Annex II as it
may be amended from time to time by written agreement between the
Agents and the Company (the "Administrative Procedure"). The
provisions of the Administrative Procedure shall apply to all
transactions contemplated hereunder other than those made
pursuant to a Terms Agreement. Each Agent and the Company agree
to perform the respective duties and obligations specifically
provided to be performed by each of them in the Administrative
Procedure. The Company will furnish to the Trustee a copy of the
Administrative Procedure as from time to time in effect.
The Company reserves the right, in its sole discretion,
to instruct the Agents to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase the
Securities. As soon as practicable, but in any event not later
than one business day in New York City, after receipt of notice
from the Company, the Agents will suspend solicitation of offers
to purchase Securities from the Company until such time as the
Company has advised the Agents that such solicitation may be
resumed. During such period, the Company shall not be required
to comply with the provisions of Sections 4(h), 4(i), 4(j) and
4(k). Upon advising the Agents that such solicitation may be
resumed, however, the Company shall simultaneously provide the
documents required to be delivered by Sections 4(h), 4(i), 4(j)
and 4(k), and the Agents shall have no obligation to solicit
offers to purchase the Securities until such documents have been
received by the Agents. In addition, any failure by the Company
to comply with its obligations hereunder, including without
limitation its obligations to deliver the documents required by
Sections 4(h), 4(i), 4(j) and 4(k), shall automatically terminate
the Agents' obligations hereunder, including without limitation
its obligations to solicit offers to purchase the Securities
hereunder as agent or to purchase Securities hereunder as
principal.
The Company agrees to pay each Agent a commission, at
the time of settlement of any sale of a Security by the Company
as a result of a solicitation made by such Agent, in an amount
equal to the following applicable percentage of the principal
amount of such Security sold:
<PAGE>
<TABLE>
<CAPTION>
Range of Maturities Commission (percentage of
aggregate principal amount
of Securities sold)
<S> <C>
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to 30 years .750%
From more than 30 years to 40 years .875%
</TABLE>
(b) Each sale of Securities to any Agent as principal
shall be made in accordance with the terms of this Agreement and
(unless the Company and such Agent shall otherwise agree) a Terms
Agreement, which will provide for the sale of such Securities to,
and the purchase thereof by, such Agent. A Terms Agreement may
also specify certain provisions relating to the reoffering of
such Securities by such Agent. The commitment of any Agent to
purchase Securities as principal, whether pursuant to any Terms
Agreement or otherwise, shall be deemed to have been made on the
basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein
set forth. Each Terms Agreement shall specify the principal
amount of Securities to be purchased by any Agent pursuant
thereto, the price to be paid to the Company for such Securities,
any provisions relating to rights of, and default by,
underwriters acting together with such Agent in the reoffering of
the Securities and the time and date and place of delivery of and
payment for such Securities. Such Terms Agreement shall also
specify any requirements for opinions of counsel, accountants'
letters and officers' certificates pursuant to Section 4 hereof.
Each Agent proposes to offer Securities purchased by it as
principal for sale at prevailing market prices or prices related
thereto at the time of sale, which may be equal to, greater than
or less than the price at which such Securities are purchased by
such Agent from the Company.
For each sale of Securities to an Agent as principal
that is not made pursuant to a Terms Agreement, the procedural
details relating to the issue and delivery of such Securities and
payment therefor shall be as set forth in the Administrative
Procedure. For each such sale of Securities to an Agent as
<PAGE>
principal that is not made pursuant to a Terms Agreement, the
Company agrees to pay such Agent a commission (or grant an
equivalent discount) as provided in Section 2(a) hereof and in
accordance with the schedule set forth therein.
Each time and date of delivery of and payment for
Securities to be purchased by an Agent as principal, whether set
forth in a Terms Agreement or in accordance with the
Administrative Procedure, is referred to herein as a "Time of
Delivery".
(c) Each Agent agrees, with respect to any Security
denominated in a currency other than U.S. dollars, as agent,
directly or indirectly, not to solicit offers to purchase, and as
principal under any Terms Agreement or otherwise, directly or
indirectly, not to offer, sell or deliver, such Security in, or
to residents of, the country issuing such currency, except as
permitted by applicable law.
3. The documents required to be delivered pursuant to
Section 6 hereof on the Commencement Date (as defined below)
shall be delivered to the Agents at the offices of Reid & Priest
LLP, 40 West 57th Street, New York, New York, at 11:00 a.m.,
New York City time, on the date of this Agreement, which date and
time of such delivery may be postponed by agreement between the
Agents and the Company but in no event shall be later than the
day prior to the date on which solicitation of offers to purchase
Securities is commenced or on which any Terms Agreement is
executed (such time and date being referred to herein as the
"Commencement Date").
4. The Company covenants and agrees with each Agent:
(a) (i) To make no amendment or supplement to the
Registration Statement or the Prospectus (A) prior to the
Commencement Date which shall be disapproved by any Agent
promptly after reasonable notice thereof or (B) after the date of
any Terms Agreement or other agreement by an Agent to purchase
Securities as principal and prior to the related Time of Delivery
which shall be disapproved by any Agent party to such Terms
Agreement or so purchasing as principal promptly after reasonable
notice thereof; (ii) to prepare, with respect to any Securities
to be sold through or to such Agent pursuant to this Agreement, a
Pricing Supplement with respect to such Securities in a form
previously approved by such Agent and to file such Pricing
Supplement pursuant to Rule 424(b)(3) under the Act not later
than the close of business of the Commission on the fifth
business day after the date on which such Pricing Supplement is
first used; (iii) to make no amendment or supplement to the
Registration Statement or Prospectus, other than any Pricing
Supplement (including, without limitation, any Pricing Supplement
relating to Securities sold to or through an underwriter or agent
pursuant to the third paragraph of this Agreement), at any time
prior to having afforded each Agent a reasonable opportunity to
<PAGE>
review and comment thereon; (iv) to file promptly all reports and
any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long
as the delivery of a prospectus is required in connection with
the offering or sale of the Securities, and during such same
period to advise such Agent, promptly after the Company receives
notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or
any supplement to the Prospectus or any amended Prospectus (other
than any Pricing Supplement that relates to Securities not
purchased through or by such Agent) has been filed with the
Commission, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any
prospectus relating to the Securities, of the suspension of the
qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the
amendment or supplement of the Registration Statement or
Prospectus or for additional information; and (v) in the event of
the issuance of any such stop order or of any such order
preventing or suspending the use of any such prospectus or
suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly to take such action as such Agent may
reasonably request to qualify the Securities for offering and
sale under the securities laws of such jurisdictions as such
Agent may request and to comply with such laws so as to permit
the continuance of sales and dealings therein for as long as may
be necessary to complete the distribution or sale of the
Securities; provided, however, that in connection therewith the
Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any
jurisdiction;
(c) To furnish such Agent with copies of the
Registration Statement and each amendment thereto, with copies of
the Prospectus as each time amended or supplemented, other than
any Pricing Supplement (except as provided in the Administrative
Procedure), in the form in which it is filed with the Commission
pursuant to Rule 424 under the Act, and with copies of the
documents incorporated by reference therein, all in such
quantities as such Agent may reasonably request from time to
time; and, if the delivery of a prospectus is required at any
time in connection with the offering or sale of the Securities
(including Securities purchased from the Company by such Agent as
principal) and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same
<PAGE>
period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify such Agent and request such
Agent, in its capacity as agent of the Company, to suspend
solicitation of offers to purchase Securities from the Company
(and, if so notified, such Agent shall cease such solicitations
as soon as practicable, but in any event not later than one
business day later); and if the Company shall decide to amend or
supplement the Registration Statement or the Prospectus as then
amended or supplemented, to so advise such Agent promptly by
telephone (with confirmation in writing) and to prepare and cause
to be filed promptly with the Commission an amendment or
supplement to the Registration Statement or the Prospectus as
then amended or supplemented that will correct such statement or
omission or effect such compliance; provided, however, that if
during such same period such Agent continues to own Securities
purchased from the Company by such Agent as principal or such
Agent is otherwise required to deliver a prospectus in respect of
transactions in the Securities, the Company shall promptly
prepare and file with the Commission such an amendment or
supplement;
(d) To make generally available to its securityholders
as soon as practicable, but in any event not later than eighteen
months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings statement of
the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the
option of the Company, Rule 158);
(e) So long as any Securities are outstanding, to
furnish to such Agent copies of all reports or other
communications (financial or other) furnished to shareholders,
and deliver to such Agent (i) as soon as they are available,
copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange on
which any class of securities of the Company is listed; (ii) such
additional information concerning the business and financial
condition of the Company as such Agent may from time to time
reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company and
its subsidiaries are consolidated in reports furnished to its
shareholders generally or to the Commission); and (iii)
information relating to any downgrading in the rating of the
Securities or any other debt securities of the Company, or any
published or publicly disseminated proposal to consider a
downgrade in the rating of the Securities or any other debt
securities of the Company, by any "nationally recognized
statistical rating organization" (as defined for such purposes of
Rule 436(g) under the Act), as soon as an executive officer of
the Company is informed of any such downgrading or publicly
disseminated proposal to consider such downgrading;
<PAGE>
(f) That, from the date of any Terms Agreement with
such Agent or other agreement by such Agent to purchase
Securities as principal and continuing to and including the later
of (i) the termination of the trading restrictions for the
Securities purchased thereunder, as notified to the Company by
such Agent and (ii) the related Time of Delivery, not to offer,
sell, contract to sell or otherwise dispose of any debt
securities of the Company which both mature more than 9 months
after such Time of Delivery and are substantially similar to the
Securities, without the prior written consent of such Agent;
(g) That each acceptance by the Company of an offer to
purchase Securities hereunder (including any purchase by such
Agent as principal not pursuant to a Terms Agreement), and each
execution and delivery by the Company of a Terms Agreement with
such Agent, shall be deemed to be an affirmation to such Agent
that the representations and warranties of the Company contained
in or made pursuant to this Agreement are true and correct as of
the date of such acceptance or of such Terms Agreement, as the
case may be, as though made at and as of such date, and an
undertaking that such representations and warranties will be true
and correct as of the settlement date for the Securities relating
to such acceptance or as of the Time of Delivery relating to such
sale, as the case may be, as though made at and as of such date
(except that such representations and warranties shall be deemed
to relate to the Registration Statement and the Prospectus as
amended and supplemented relating to such Securities);
(h) That reasonably in advance of each time the
Registration Statement or the Prospectus shall be amended or
supplemented (other than by a Pricing Supplement), each time a
document filed under the Act or the Exchange Act is incorporated
by reference into the Prospectus, and each time the Company sells
Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an
opinion or opinions by Reid & Priest LLP, counsel to the Agents,
as a condition to the purchase of Securities pursuant to such
Terms Agreement, the Company shall furnish to such counsel such
papers and information as they may reasonably request to enable
them to furnish to such Agent the opinion or opinions referred to
in Section 6(b) hereof;
(i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus
and each time the Company sells Securities to such Agent as
principal pursuant to a Terms Agreement and such Terms Agreement
specifies the delivery of an opinion under this Section 4(i) as a
condition to the purchase of Securities pursuant to such Terms
Agreement, the Company shall furnish or cause to be furnished
forthwith to such Agent a written opinion of Barnes & Thornburg,
counsel for the Company, or other counsel for the Company
satisfactory to such Agent, dated the date of such amendment,
<PAGE>
supplement, incorporation or Time of Delivery relating to such
sale, as the case may be, in form satisfactory to such Agent, to
the effect that such Agent may rely on the opinion of such
counsel referred to in Section 6(c) hereof which was last
furnished to such Agent to the same extent as though it were
dated the date of such letter authorizing reliance (except that
the statements in such last opinion shall be deemed to relate to
the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an
opinion of the same tenor as the opinion of such counsel referred
to in Section 6(c) hereof but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date;
(j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented and each time that a
document filed under the Act or the Exchange Act is incorporated
by reference into the Prospectus, in either case to set forth
financial information included in or derived from the Company's
consolidated financial statements or accounting records, and each
time the Company sells Securities to such Agent as principal
pursuant to a Terms Agreement and such Terms Agreement specifies
the delivery of a letter under this Section 4(j) as a condition
to the purchase of Securities pursuant to such Terms Agreement,
the Company shall cause the independent certified public
accountants who have certified the financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Registration Statement forthwith to furnish such
Agent a letter, dated the date of such amendment, supplement,
incorporation or Time of Delivery relating to such sale, as the
case may be, in form satisfactory to such Agent, of the same
tenor as the letter referred to in Section 6(d) hereof but
modified to relate to the Registration Statement and the
Prospectus as amended or supplemented to the date of such letter,
with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the
accounting records of the Company, to the extent such financial
statements and other information are available as of a date not
more than five business days prior to the date of such letter;
provided, however, that, with respect to any financial
information or other matter, such letter may reconfirm as true
and correct at such date as though made at and as of such date,
rather than repeat, statements with respect to such financial
information or other matter made in the letter referred to in
Section 6(d) hereof which was last furnished to such Agent;
(k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus
and each time the Company sells Securities to such Agent as
principal and the applicable Terms Agreement specifies the
delivery of a certificate under this Section 4(k) as a condition
to the purchase of Securities pursuant to such Terms Agreement,
<PAGE>
the Company shall furnish or cause to be furnished forthwith to
such Agent a certificate, dated the date of such supplement,
amendment, incorporation or Time of Delivery relating to such
sale, as the case may be, in such form and executed by such
officers of the Company as shall be satisfactory to such Agent,
to the effect that the statements contained in the certificates
referred to in Section 6(h) hereof which were last furnished to
such Agent are true and correct at such date as though made at
and as of such date (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in lieu of such
certificate, certificates of the same tenor as the certificates
referred to in said Section 6(h) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date; and
(l) To offer to any person who has agreed to purchase
Securities from the Company as the result of an offer to purchase
solicited by such Agent the right to refuse to purchase and pay
for such Securities if, on the related settlement date fixed
pursuant to the Administrative Procedure, any condition set forth
in Section 6(a), 6(e), 6(f) or 6(g) hereof shall not have been
satisfied (it being understood that the judgment of such person
with respect to the impracticability or inadvisability of such
purchase of Securities shall be substituted, for purposes of this
Section 4(l), for the respective judgments of an Agent with
respect to certain matters referred to in such Sections 6(e) and
6(g), and that such Agent shall have no duty or obligation
whatsoever to exercise the judgment permitted under such Sections
6(e) and 6(g) on behalf of any such person).
5. The Company covenants and agrees with each Agent
that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities
under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement,
any Preliminary Prospectus, the Prospectus and any Pricing
Supplements and all other amendments and supplements thereto and
the mailing and delivering of copies thereof to such Agent; (ii)
the fees, disbursements and expenses of counsel for the Agents in
connection with the establishment of the program contemplated
hereby, any opinions to be rendered by such counsel hereunder and
under any Terms Agreement and the transactions contemplated
hereunder and under any Terms Agreement; (iii) the cost of
printing, producing or reproducing this Agreement, any Terms
Agreement, any Indenture, any Blue Sky and Legal Investment
Memoranda, closing documents (including any compilations thereof)
and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iv) all expenses
in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in
Section 4(b) hereof, including the fees and disbursements of
counsel for the Agents in connection with such qualification and
<PAGE>
in connection with the Blue Sky and legal investment surveys; (v)
any fees charged by securities rating services for rating the
Securities; (vi) any filing fees incident to, and the fees and
disbursements of counsel for the Agents in connection with, any
required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vii)
the cost of preparing the Securities; (viii) the fees and
expenses of any Trustee and any agent of any Trustee and any
transfer or paying agent of the Company and the fees and
disbursements of counsel for any Trustee or such agent in
connection with any Indenture and the Securities; (ix) any
advertising expenses connected with the solicitation of offers to
purchase and the sale of Securities so long as such advertising
expenses have been approved by the Company; and (x) all other
costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in
this Section. Except as provided in Sections 7 and 8 hereof,
each Agent shall pay all other expenses it incurs.
6. The obligation of any Agent, as agent of the
Company, at any time ("Solicitation Time") to solicit offers to
purchase the Securities and the obligation of any Agent to
purchase Securities as principal, pursuant to any Terms Agreement
or otherwise, shall in each case be subject, in such Agent's
discretion, to the condition that all representations and
warranties and other statements of the Company herein (and, in
the case of an obligation of an Agent under a Terms Agreement, in
or incorporated by reference in such Terms Agreement) are true
and correct at and as of the Commencement Date and any applicable
date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at
and as of such Solicitation Time or Time of Delivery, as the case
may be, the condition that prior to such Solicitation Time or
Time of Delivery, as the case may be, the Company shall have
performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or
prior to such Solicitation Time or Time of Delivery, as the case
may be, the Prospectus as amended or supplemented (including the
Pricing Supplement) with respect to such Securities shall have
been filed with the Commission pursuant to Rule 424(b) under the
Act within the applicable time period prescribed for such filing
by the rules and regulations under the Act and in accordance with
Section 4(a) hereof; (ii) no stop order suspending the
effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and (iii) all requests
for additional information on the part of the Commission shall
have been complied with to the reasonable satisfaction of such
Agent;
(b) Reid & Priest LLP, counsel to the Agents, shall
have furnished to such Agent (i) such opinion or opinions, dated
<PAGE>
the Commencement Date, with respect to the matters covered in
paragraphs (i), (iv), (v), (vi), (ix), (xi) and (xiii) of
subsection (c) below, as well as such other related matters as
such Agent may reasonably request; and (ii) if and to the extent
requested by such Agent, with respect to each applicable date
referred to in Section 4(h) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be, an
opinion or opinions, dated such applicable date, to the effect
that such Agent may rely on the opinion or opinions which were
last furnished to such Agent pursuant to this Section 6(b) to the
same extent as though it or they were dated the date of such
letter authorizing reliance (except that the statements in such
last opinion or opinions shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to such date) or, in any case, in lieu of such an
opinion or opinions, an opinion or opinions of the same tenor as
the opinion or opinions referred to in clause (i) but modified to
relate to the Registration Statement and the Prospectus as
amended and supplemented to such date; and in each case such
counsel shall have received such papers and information as they
may reasonably request to enable them to pass upon such matters;
(c) Barnes & Thornburg, counsel for the Company, or
other counsel for the Company satisfactory to such Agent, shall
have furnished to such Agent their written opinions, dated the
Commencement Date and each applicable date referred to in
Section 4(i) hereof that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, in form and substance
satisfactory to such Agent, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation under the laws of the
jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus as amended or
supplemented;
(ii) The Company has an authorized capitalization
as set forth in the Prospectus as amended or supplemented
and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are
fully paid and non-assessable;
(iii) To the best of such counsel's knowledge and
other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or to which
any property of the Company or any of its subsidiaries is
subject which, if determined adversely to the Company or any
of its subsidiaries, would individually or in the aggregate
have a material adverse effect on the current or future
consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries;
and to the best of such counsel's knowledge, no such
<PAGE>
proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(iv) This Agreement and any applicable Terms
Agreement have been duly authorized, executed and delivered
by the Company;
(v) The Securities have been duly authorized and,
when duly executed, authenticated, issued and delivered by
the Company, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided
by the Indenture; and the Indenture and the Securities
conform to the descriptions thereof in the Prospectus;
(vi) The Indenture has been duly authorized,
executed and delivered by the parties thereto and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to (i) the United States Bankruptcy Code,
insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws now or hereafter in effect
relating to or affecting creditors' rights or remedies
generally and (ii) general equitable principles (regardless
of whether such enforcement is considered in a proceeding at
law or in equity) and to judicial discretion. The Indenture
has been duly qualified under the Trust Indenture Act. All
taxes and fees required to be paid with respect to the
execution of the Indenture and the issuance of the
Securities have been paid;
(vii) The issue and sale of the Securities, the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any applicable
Terms Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which the Company is
a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will
such action result in any violation of the provisions of the
Articles of Incorporation, as amended, of the Company or the
By-laws of the Company or any statute or any order, rule or
regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the
Company or any of its properties;
(viii) The Company and its parent, Indiana Energy,
Inc., are presently exempt from the provisions of the Public
Utility Holding Company Act of 1935, as amended (except
Section 9 thereof), which would otherwise require them to
register thereunder; and the Company's gas distribution
<PAGE>
activities are exempt from or do not require compliance with
the provisions of the Natural Gas Act;
(ix) The statements set forth in the Prospectus
under the captions "Description of the Debt Securities" and
"Supplemental Description of the Notes", insofar as they
purport to constitute a summary of the terms of the
Securities, and under the caption "Supplemental Plan of
Distribution", insofar as they purport to describe the
provisions of the laws and documents referred to therein,
are accurate and complete in all material respects;
(x) The Company is not and, after giving effect
to the offering and sale of the Securities, will not be an
"investment company" or an entity "controlled" by an
"investment company", as such terms are defined in the
Investment Company Act;
(xi) The documents incorporated by reference in
the Prospectus (other than the financial statements and
related schedules, financial data or statistical information
therein, as to which such counsel need express no opinion),
when they became effective or were filed with the
Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder; and although they are not
passing upon and do not assume any responsibility for the
accuracy and completeness of the statements contained in
such documents, such counsel advises you on the basis of the
discussions and inquiries concerning various legal and
related subjects and reviews of and reports on certain
corporate records, documents and proceedings and conferences
with representatives of the Company at which certain
portions of such documents were discussed (relying as to
certain facts relevant to a determination of materiality
upon the representations of the Company), no facts have come
to our attention which would lead us to believe that any of
such documents, when they became effective or were so filed,
as the case may be, contained, in the case of a registration
statement which became effective under the Act, an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and, in the case of other
documents which were filed under the Act or the Exchange Act
with the Commission, an untrue statement of a material fact
or omitted to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading;
(xii) To such counsel's knowledge, the Indiana
Commission orders are in full force and effect and are
sufficient to permit the Company to enter into and perform
<PAGE>
the transactions contemplated by this Agreement; and no
other consent, approval, authorization, order, registration
or qualification of any court or governmental agency or body
is required for solicitation of offers to purchase
Securities, the issue and sale of the Securities or the
consummation by the Company of the other transactions
contemplated by this Agreement, any applicable Terms
Agreement, or the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and such
as may be required under the blue sky laws of any
jurisdiction in connection with the sale of the Securities
as contemplated by this Agreement; and
(xiii) The Registration Statement and the
Prospectus as amended and supplemented and any further
amendments and supplements thereto made by the Company prior
to the date of such opinion (other than the financial
statements and related schedules, financial data or
statistical information therein, as to which such counsel
need express no opinion) comply as to form in all material
respects with the requirements of the Act and the Trust
Indenture Act and the applicable rules and regulations
thereunder; further, although they are not passing upon and
do not assume any responsibility for the accuracy and
completeness of the statements contained in the Registration
Statement and the Prospectus as amended and supplemented, or
any further amendment or supplement thereto made by the
Company prior to the date of such opinion, such counsel
advises you on the basis of the discussions and inquiries
concerning various legal and related subjects and reviews of
and reports on certain corporate records, documents and
proceedings and conferences with representatives of the
Company at which certain portions of the Registration
Statement and the Prospectus, as amended and supplemented,
or any further amendment or supplement thereto made by the
Company prior to the date of such opinion, were discussed
(relying as to certain facts relevant to a determination of
materiality upon the representations of the Company), no
facts have come to our attention which would lead us to
believe that (A) as of its effective date, the Registration
Statement or any further amendment or supplement thereto
made by the Company prior to the date of such opinion (other
than the financial statements and related schedules,
financial data or statistical information therein, as to
which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, (B) as of their
respective dates, the Prospectus, as amended and
supplemented, or any further amendment or supplement thereto
made by the Company prior to the date of such opinion (other
than the financial statements and related schedules therein,
financial data or statistical information, as to which such
counsel need express no opinion) contained an untrue
<PAGE>
statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light
of the circumstances in which they were made, not misleading
or (C) as of the date hereof either the Registration
Statement or the Prospectus as amended or supplemented, or
any further amendment or supplement thereto made by the
Company prior to the date of such opinion (other than the
financial statements and related schedules, financial data
[or statistical information] therein, as to which such
counsel need express no opinion) contains an untrue
statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; and they do not know
of any amendment to the Registration Statement required to
be filed or any contracts or other documents of a character
required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into
the Prospectus as amended or supplemented or required to be
described in the Registration Statement or the Prospectus as
amended or supplemented which are not filed or incorporated
by reference or described as required;
(d) Not later than 10:00 a.m., New York City time, on
the Commencement Date and on each applicable date referred to in
Section 4(j) hereof that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, the independent
certified public accountants who have certified the financial
statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement shall
have furnished to such Agent a letter, dated the Commencement
Date or such applicable date, as the case may be, in form and
substance satisfactory to such Agent, to the effect set forth in
Annex III hereto;
(e) (i) Neither the Company nor any of its
subsidiaries shall have sustained since the date of the latest
audited financial statements included or incorporated by
reference in the Prospectus as amended or supplemented prior to
the date of the Pricing Supplement relating to the Securities to
be delivered at the relevant Time of Delivery any loss or
interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented prior to the date of the Pricing
Supplement relating to the Securities to be delivered at the
relevant Time of Delivery and (ii) since the respective dates as
of which information is given in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating
to the Securities to be delivered at the relevant Time of
Delivery there shall not have been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries
or any change, or any development involving a prospective change,
<PAGE>
in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the
Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented prior
to the date of the Pricing Supplement relating to the Securities
to be delivered at the relevant Time of Delivery, the effect of
which, in any such case described in Clause (i) or (ii), is in
the judgment of such Agent so material and adverse as to make it
impracticable or inadvisable to proceed with the solicitation by
such Agent of offers to purchase Securities from the Company or
the purchase by such Agent of Securities from the Company as
principal, as the case may be, on the terms and in the manner
contemplated in the Prospectus as amended or supplemented prior
to the date of the Pricing Supplement relating to the Securities
to be delivered at the relevant Time of Delivery;
(f) On or after the date hereof (i) no downgrading
shall have occurred in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating
organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of any of the Company s debt securities;
(g) On or after the date hereof there shall not have
occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York
Stock Exchange; or (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New
York State authorities; or (iii) the outbreak or escalation of
hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of
any such event specified in this Clause (iii) in the judgment of
such Agent makes it impracticable or inadvisable to proceed with
the solicitation of offers to purchase Securities or the purchase
of the Securities from the Company as principal pursuant to the
applicable Terms Agreement or otherwise, as the case may be, on
the terms and in the manner contemplated in the Prospectus; and
(h) The Company shall have furnished or caused to be
furnished to such Agent certificates of officers of the Company
dated the Commencement Date and each applicable date referred to
in Section 4(k) hereof that is on or prior to such Solicitation
Time or Time of Delivery, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory
to such Agent, as to the accuracy of the representations and
warranties of the Company herein at and as of the Commencement
Date or such applicable date, as the case may be, as to the
performance by the Company of all of its obligations hereunder to
be performed at or prior to the Commencement Date or such
applicable date, as the case may be, as to the matters set forth
in subsections (a) and (e) of this Section 6, and as to such
other matters as such Agent may reasonably request.
<PAGE>
7. (a) The Company will indemnify and hold harmless
each Agent against any losses, claims, damages or liabilities,
joint or several, to which such Agent may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Prospectus as amended
or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will
reimburse such Agent for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any
such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus
relating to the Securities, or any such amendment or supplement,
in reliance upon and in conformity with written information
furnished to the Company by such Agent expressly for use therein.
(b) Each Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities,
or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any
other prospectus relating to the Securities, or any such
amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or
claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement
of any action, such indemnified party shall, if a claim in
<PAGE>
respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing
of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on
behalf of any indemnified party.
(d) If the indemnification provided for in this
Section 7 is unavailable or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the
Company on the one hand and each Agent on the other from the
offering of the Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and each Agent
on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or
<PAGE>
actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and each Agent on the other shall be
deemed to be in the same proportion as the total net proceeds
from the sale of Securities (before deducting expenses) received
by the Company bear to the total commissions or discounts
received by such Agent in respect thereof. The relative fault
shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact required to
be stated therein or necessary in order to make the statements
therein not misleading relates to information supplied by the
Company on the one hand or by any Agent on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and each Agent agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were
determined by per capita allocation (even if all Agents were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the
provisions of this subsection (d), an Agent shall not be required
to contribute any amount in excess of the amount by which the
total public offering price at which the Securities purchased by
or through it were sold exceeds the amount of any damages which
such Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of each of
the Agents under this subsection (d) to contribute are several in
proportion to the respective purchases made by or through it to
which such loss, claim, damage or liability (or action in respect
thereof) relates and are not joint.
(e) The obligations of the Company under this Section
7 shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Agent within
the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such
Agent may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and
to each person, if any, who controls the Company within the
meaning of the Act.
<PAGE>
8. Each Agent, in soliciting offers to purchase
Securities from the Company and in performing the other
obligations of such Agent hereunder (other than in respect of any
purchase by an Agent as principal, pursuant to a Terms Agreement
or otherwise), is acting solely as agent for the Company and not
as principal. Each Agent will make reasonable efforts to assist
the Company in obtaining performance by each purchaser whose
offer to purchase Securities from the Company was solicited by
such Agent and has been accepted by the Company, but such Agent
shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall
default on its obligation to deliver Securities to a purchaser
whose offer it has accepted, the Company shall (i) hold each
Agent harmless against any loss, claim or damage arising from or
as a result of such default by the Company and (ii)
notwithstanding such default, pay to the Agent that solicited
such offer any commission to which it would be entitled in
connection with such sale.
9. The respective indemnities, agreements,
representations, warranties and other statements by any Agent and
the Company set forth in or made pursuant to this Agreement shall
remain in full force and effect regardless of any investigation
(or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the
Company, or any officer or director or any controlling person of
the Company, and shall survive each delivery of and payment for
any of the Securities.
10. The provisions of this Agreement relating to the
solicitation of offers to purchase Securities from the Company
may be suspended or terminated at any time by the Company as to
any Agent or by any Agent as to such Agent upon the giving of
written notice of such suspension or termination to such Agent or
the Company, as the case may be. In the event of such suspension
or termination with respect to any Agent, (x) this Agreement
shall remain in full force and effect with respect to any Agent
as to which such suspension or termination has not occurred, (y)
this Agreement shall remain in full force and effect with respect
to the rights and obligations of any party which have previously
accrued or which relate to Securities which are already issued,
agreed to be issued or the subject of a pending offer at the time
of such suspension or termination and (z) in any event, this
Agreement shall remain in full force and effect insofar as the
fourth paragraph of Section 2(a), and Sections 4(d), 4(e), 5, 7,
8 and 9 hereof are concerned.
11. Except as otherwise specifically provided herein
or in the Administrative Procedure, all statements, requests,
notices and advice hereunder shall be in writing, or by telephone
if promptly confirmed in writing, and if to Goldman, Sachs & Co.
shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 85 Broad Street, New
York, New York 10004, Facsimile Transmission No. (212) 357-8680,
<PAGE>
Attention: Credit Department, Credit Control--Medium-Term Notes
and if to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated shall be sufficient in all respects when
delivered or sent by telex, facsimile transmission or registered
mail to Merrill Lynch & Co., World Financial Center, North Tower,
10th Floor, New York, New York 10281-1310, Facsimile Transmission
No. (212) 449-2234, Attention: MTN Product Management and if to
the Company shall be sufficient in all respects when delivered or
sent by facsimile transmission or registered mail to Indiana Gas
Company, Inc., 1630 North Meridian Street, Indianapolis, Indiana
46202-1496, Facsimile Transmission No. (317) 321-0498, Attention:
Chief Financial Officer.
12. This Agreement and any Terms Agreement shall be
binding upon, and inure solely to the benefit of, each Agent and
the Company, and to the extent provided in Sections 7, 8 and 9
hereof, the officers and directors of the Company and any person
who controls any Agent or the Company, and their respective
personal representatives, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this
Agreement or any Terms Agreement. No purchaser of any of the
Securities through or from any Agent hereunder shall be deemed a
successor or assign by reason merely of such purchase.
13. Time shall be of the essence in this Agreement and
any Terms Agreement. As used herein, the term "business day"
shall mean any day when the Commission's office in Washington,
D.C. is open for business.
14. This Agreement and any Terms Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York.
15. This Agreement and any Terms Agreement,
respectively, may be executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which
shall be an original, but all of such respective counterparts
shall together constitute one and the same instrument.
If the foregoing is in accordance with your
understanding, please sign and return to us six counterparts
hereof, whereupon this letter and the acceptance by each of you
thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.
Very truly yours,
INDIANA GAS COMPANY, INC.
By:
Name:
Title:
<PAGE>
Accepted in New York, New York,
as of the date hereof:
(Goldman, Sachs & Co.)
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By:
Name:
Title:
<PAGE>
EXHIBIT A
[Date]
[Address]
Re: [Amount of Issue] Medium Term Notes, Series E
Ladies and Gentlemen:
We hereby confirm that, in consideration for your
agreeing to distribute this issue, for the purpose of this issue
only, we will treat you in all respects as an agent for our
$55,000,000 Medium-Term Note Program and you will enjoy all
rights and benefits, and be subject to all the obligations of an
Agent as set out in the Distribution Agreement, dated April 5,
1995, a copy of which has been delivered to you.
This letter shall be governed by, and construed in
accordance with, the laws of the State of New York.
Please confirm your acceptance of the following by
signing this letter and returning it to us.
Yours faithfully,
INDIANA GAS COMPANY, INC.
By:
Name:
Title:
Acknowledged and Accepted:
By:
Name:
Title
<PAGE>
EXHIBIT B
FORM OF DEALER ACCESSION LETTER
[Date]
Indiana Gas Company, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202-1496
Attention:
Re: $55,000,000 Medium Term Notes, Series E
Ladies and Gentlemen:
We refer to the Distribution Agreement, dated April 5,
1995 entered into in respect of the above $55,000,000 Medium-Term
Note Program (the "Program") and made among each of you and the
Agents party thereto (which agreement, as amended from time to
time, is herein referred to as the "Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents
referenced below:
- a copy of the Agreement;
- a copy of all documents referred to in Section 6 of the
Agreement;
- a side letter in a form approved by ourselves from each
of the legal advisers referred to in Section 6 of the
Agreement addressed to ourselves and giving us the full
benefit of the existing legal opinions;
and have found them to our satisfaction.
For purposes of the Agreement, our Notice Details are
as follows:
[Insert name, address, telephone, telex
(+ answerback) and attention]
In consideration of your appointment of us as an Agent
under the Agreement we hereby undertake, for the benefit of each
of you and each of the other Agents, that we will perform and
<PAGE>
comply with all the duties and obligations expressed to be
assumed by an Agent under the Agreement.
We understand that, in accordance with the Agreement,
with effect from the date hereof, we shall become a party to the
Agreement, vested with all the authority, rights, powers, duties
and obligations of an Agent as if originally named as an Agent
under the Agreement.
This letter is governed by, and shall be construed in
accordance with, New York law.
If the foregoing is in accordance with your
understanding, please sign and return to us a copy hereof,
whereupon this letter and the acceptance by each of you thereof
shall constitute a binding agreement between us and each of you
in accordance with its terms.
Your faithfully,
Acknowledged and Accepted:
INDIANA GAS COMPANY, INC.
By: _______________________
Name: _______________
Title: _______________
<PAGE>
ANNEX I
INDIANA GAS COMPANY, INC.
Medium-Term Notes, Series E
Terms Agreement
____________, 19__
Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center - North Tower
250 Vesey Street
New York, New York 10281
Ladies and Gentlemen:
Indiana Gas Company, Inc. (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Distribution Agreement, dated April 5, 1995 (the "Distribution
Agreement"), between the Company on the one hand and Goldman,
Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Agents") on the other, to issue
and sell to Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated the securities
specified in the Schedule hereto (the "Purchased Securities").
Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents
of the Company, of offers to purchase Securities is incorporated
herein by reference in its entirety, and shall be deemed to be
part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Nothing contained
herein or in the Distribution Agreement shall make any party
hereto an agent of the Company or make such party subject to the
provisions therein relating to the solicitation of offers to
purchase Securities from the Company, solely by virtue of its
execution of this Terms Agreement. Each of the representations
and warranties set forth therein shall be deemed to have been
made at and as of the date of this Terms Agreement, except that
each representation and warranty in Section 1 of the Distribution
Agreement which makes reference to the Prospectus shall be deemed
to be a representation and warranty as of the date of the
Distribution Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date
of this Terms Agreement in relation to the Prospectus as amended
and supplemented to relate to the Purchased Securities.
<PAGE>
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Purchased Securities, in the form heretofore delivered to you is
now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Distribution Agreement incorporated herein by
reference, the Company agrees to issue and sell to Goldman, Sachs
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated & Co. and Goldman, Sachs & Co. and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated agree to
purchase from the Company the Purchased Securities, at the time
and place, in the principal amount and at the purchase price set
forth in the Schedule hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us ...... counterparts
hereof, and upon acceptance hereof by you this letter and such
acceptance hereof, including those provisions of the Distribution
Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
INDIANA GAS COMPANY, INC.
By:
Name:
Title:
Accepted:
(Goldman, Sachs & Co.)
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By:
Name:
Title:
<PAGE>
Schedule to Annex I
Title of Purchased Securities:
[ %] Medium-Term Notes [Series __]
Aggregate Principal Amount:
[$.................... or units of other Specified
Currency]
[Price to Public:]
Purchase Price by Goldman, Sachs & Co. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
% of the principal amount of the Purchased Securities[,
plus accrued interest from _______________ to _______________]
[and accrued amortization, if any, from _________________ to
________________]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check or checks, payable
to the order of the Company, in [[New York] Clearing House]
[immediately available] funds]
[By wire transfer to a bank account specified by the
Company in [next day] [immediately available] funds]
Indenture:
Indenture, dated as of ____________, 19__, between the
Company and , as Trustee
Time of Delivery:
Closing Location for Delivery of Securities:
Maturity:
Interest Rate:
[ %]
Interest Payment Dates:
[months and dates]
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered as a condition to the Closing:
<PAGE>
[(1) The opinion or opinions of counsel to the Agents
referred to in Section 4(h).]
[(2) The opinion of counsel to the Company referred to
in Section 4(i).]
[(3) The accountants' letter referred to in
Section 4(j).]
[(4) The officers' certificate referred to in
Section 4(k).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE>
ANNEX II
INDIANA GAS COMPANY, INC.
Administrative Procedure
This Administrative Procedure relates to the Securities
defined in the Distribution Agreement, dated April 5, 1995 (the
"Distribution Agreement"), between Indiana Gas Company, Inc. (the
"Company") and Goldman, Sachs & Co. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the
"Agents"), to which this Administrative Procedure is attached as
Annex II. Defined terms used herein and not defined herein shall
have the meanings given such terms in the Distribution Agreement,
the Prospectus as amended or supplemented or the Indenture.
The procedures to be followed with respect to the
settlement of sales of Securities directly by the Company to
purchasers solicited by an Agent, as agent, are set forth below.
The terms and settlement details related to a purchase of
Securities by an Agent, as principal, from the Company will be
set forth in a Terms Agreement pursuant to the Distribution
Agreement, unless the Company and such Agent otherwise agree as
provided in Section 2(b) of the Distribution Agreement, in which
case the procedures to be followed in respect of the settlement
of such sale will be as set forth below. An Agent, in relation
to a purchase of a Security by a purchaser solicited by such
Agent, is referred to herein as the "Selling Agent" and, in
relation to a purchase of a Security by such Agent as principal
other than pursuant to a Terms Agreement, as the "Purchasing
Agent".
The Company will advise each Agent in writing of those
persons with whom such Agent is to communicate regarding offers
to purchase Securities and the related settlement details.
Each Security will be issued only in fully registered
form and will be represented by either a global security (a
"Global Security") delivered to the Trustee, as agent for The
Depository Trust Company (the "Depositary") and recorded in the
book-entry system maintained by the Depositary (a "Book-Entry
Security") or a certificate issued in definitive form (a
"Certificated Security") delivered to a person designated by an
Agent, as set forth in the applicable Pricing Supplement. An
owner of a Book-Entry Security will not be entitled to receive a
certificate representing such a Security, except as provided in
the Indenture.
Book-Entry Securities will be issued in accordance with
the Administrative Procedure set forth in Part I hereof, and
Certificated Securities will be issued in accordance with the
Administrative Procedure set forth in Part II hereof.
<PAGE>
PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES
In connection with the qualification of the Book-Entry
Securities for eligibility in the book-entry system maintained by
the Depositary, the Trustee will perform the custodial, document
control and administrative functions described below, in
accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to the
Depositary, dated the date hereof, and a Medium-Term Note
Certificate Agreement between the Trustee and the Depositary,
dated as of December 29, 1988 (the "Certificate Agreement"), and
its obligations as a participant in the Depositary, including the
Depositary's Same-Day Funds Settlement System ("SDFS").
Posting Rates by the Company:
The Company and the Agents will discuss from time to
time the rates of interest per annum to be borne by and the
maturity of Book-Entry Securities that may be sold as a result of
the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and maturities for an
offering period ("posting"). If the Company decides to change
already posted rates, it will promptly advise the Agents to
suspend solicitation of offers until the new posted rates have
been established with the Agents.
Acceptance of Offers by the Company:
Each Agent will promptly advise the Company by
telephone or other appropriate means of all reasonable offers to
purchase Book-Entry Securities, other than those rejected by such
Agent. Each Agent may, in its discretion reasonably exercised,
reject any offer received by it in whole or in part. Each Agent
also may make offers to the Company to purchase Book-Entry
Securities as a Purchasing Agent. The Company will have the sole
right to accept offers to purchase Book-Entry Securities and may
reject any such offer in whole or in part.
The Company will promptly notify the Agent or
Purchasing Agent, as the case may be, of its acceptance or
rejection of an offer to purchase Book-Entry Securities. If the
Company accepts an offer to purchase Book-Entry Securities, it
will confirm such acceptance in writing to the Selling Agent or
Purchasing Agent, as the case may be, and by telephone and in
writing to the Trustee.
Communication of Sale Information to the Company by Agent and
Settlement Procedures:
A. After the acceptance of an offer by the Company,
the Selling Agent or Purchasing Agent, as the case may be, will
communicate promptly, but in no event later than the time set
forth under "Settlement Procedure Timetable" below, the following
<PAGE>
details of the terms of such offer (the "Sale Information") to
the Company by telephone (confirmed in writing) or by facsimile
transmission or other acceptable written means:
(1) Principal Amount of Book-Entry Securities to be
purchased;
(2) If a Fixed Rate Book-Entry Security, the interest
rate and initial interest payment date;
(3) Trade Date;
(4) Settlement Date;
(5) Maturity Date;
(6) Specified Currency and, if the Specified Currency
is other than U.S. dollars, the applicable Exchange Rate for such
Specified Currency (it being understood that currently the
Depositary accepts deposits of Global Securities denominated in
U.S. dollars only);
(7) Indexed Currency, the Base Rate and the Exchange
Rate Determination Date, if applicable;
(8) Issue Price;
(9) Selling Agent's commission or Purchasing Agent's
discount, as the case may be;
(10) Net Proceeds to the Company;
(11) If a redeemable Book-Entry Security, such of the
following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par), and
(iii) Amount (% of par) that the Redemption Price
shall decline (but not below par) on each anniversary of the
Redemption Commencement Date;
(12) If a Floating Rate Book-Entry Security, such of
the following as are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread and/or Spread Multiplier,
(iv) Maximum Rate,
<PAGE>
(v) Minimum Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(13) Name, address and taxpayer identification number
of the registered owner(s);
(14) Denomination of certificates to be delivered at
settlement;
(15) Book-Entry Security or Certificated Security; and
(16) Selling Agent or Purchasing Agent.
B. After receiving the Sale Information from the
Selling Agent or Purchasing Agent, as the case may be, the
Company will communicate such Sale Information to the Trustee by
facsimile transmission or other acceptable written means. The
Trustee will assign a CUSIP number to the Global Security from a
list of CUSIP numbers previously delivered to the Trustee by the
Company representing such Book-Entry Security and then advise the
Company and the Selling Agent or Purchasing Agent, as the case
may be, of such CUSIP number.
C. The Trustee will enter a pending deposit message
through the Depositary's Participant Terminal System, providing
the following settlement information to the Depositary, and the
Depositary shall forward such information to such Agent and
Standard & Poor's Corporation:
(1) The applicable Sale Information;
(2) CUSIP number of the Global Security representing
such Book-Entry Security;
(3) Whether such Global Security will represent any
other Book-Entry Security (to the extent known at such time);
(4) Number of the participant account maintained by
the Depositary on behalf of the Selling Agent or Purchasing
Agent, as the case may be;
<PAGE>
(5) The interest payment period; and
(6) Initial Interest Payment Date for such Book-Entry
Security, number of days by which such date succeeds the record
date for the Depositary's purposes (or, in the case of Floating
Rate Securities which reset daily or weekly, the date five
calendar days immediately preceding the applicable Interest
Payment Date and, in the case of all other Book-Entry Securities,
the Regular Record Date, as defined in the Security) and, if
calculable at that time, the amount of interest payable on such
Interest Payment Date.
D. The Trustee will complete and authenticate the
Global Security previously delivered by the Company representing
such Book-Entry Security.
E. The Depositary will credit such Book-Entry Security
to the Trustee's participant account at the Depositary.
F. The Trustee will enter an SDFS deliver order
through the Depositary's Participant Terminal System instructing
the Depositary to (i) debit such Book-Entry Security to the
Trustee's participant account and credit such Book-Entry Security
to such Agent's participant account and (ii) debit such Agent's
settlement account and credit the Trustee's settlement account
for an amount equal to the price of such Book-Entry Security less
such Agent's commission. The entry of such a deliver order shall
constitute a representation and warranty by the Trustee to the
Depositary that (a) the Global Security representing such
Book-Entry Security has been issued and authenticated and (b) the
Trustee is holding such Global Security pursuant to the
Certificate Agreement.
G. Such Agent will enter an SDFS deliver order through
the Depositary's Participant Terminal System instructing the
Depositary (i) to debit such Book-Entry Security to such Agent's
participant account and credit such Book-Entry Security to the
participant accounts of the Participants with respect to such
Book-Entry Security and (ii) to debit the settlement accounts of
such Participants and credit the settlement account of such Agent
for an amount equal to the price of such Book-Entry Security.
H. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "F" and "G" will be
settled in accordance with SDFS operating procedures in effect on
the settlement date.
I. Upon confirmation of receipt of funds, the Trustee
will transfer to the account of the Company maintained at
National City Bank Indiana, Indianapolis, Indiana, or such other
account as the Company may have previously specified to the
Trustee, in funds available for immediate use in the amount
transferred to the Trustee in accordance with Settlement
Procedure "F".
<PAGE>
J. Upon request, the Trustee will send to the Company
a statement setting forth the principal amount of Book-Entry
Securities outstanding as of that date under the Indenture.
K. Such Agent will confirm the purchase of such
Book-Entry Security to the purchaser either by transmitting to
the Participants with respect to such Book-Entry Security a
confirmation order or orders through the Depositary's
institutional delivery system or by mailing a written
confirmation to such purchaser.
L. The Depositary will, at any time, upon request of
the Company or the Trustee, promptly furnish to the Company or
the Trustee a list of the names and addresses of the participants
for whom the Depositary has credited Book-Entry Securities.
Preparation of Pricing Supplement:
If the Company accepts an offer to purchase a
Book-Entry Security, it will prepare a Pricing Supplement
reflecting the terms of such Book-Entry Security and arrange to
have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not
later than 5:00 p.m., New York City time, on the Business Day
following the Trade Date (as defined below), or if the Company
and the purchaser agree to settlement on the Business Day
following the date of acceptance of such offer, not later than
noon, New York City time, on such date. The Company will arrange
to have ten Pricing Supplements filed with the Commission not
later than the close of business of the Commission on the fifth
Business Day following the date on which such Pricing Supplement
is first used.
Delivery of Confirmation and Prospectus to Purchaser by Selling
Agent:
The Selling Agent will deliver to the purchaser of a
Book-Entry Security a written confirmation of the sale and
delivery and payment instructions. In addition, the Selling
Agent will deliver to such purchaser or its agent the Prospectus
as amended or supplemented (including the Pricing Supplement) in
relation to such Book-Entry Security prior to or together with
the earlier of the delivery to such purchaser or its agent of
(a) the confirmation of sale or (b) the Book-Entry Security.
Date of Settlement:
The receipt by the Company of immediately available
funds in payment for a Book-Entry Security and the authentication
and issuance of the Global Security representing such Book-Entry
Security shall constitute "settlement" with respect to such
Book-Entry Security. All orders of Book-Entry Securities
solicited by a Selling Agent or made by a Purchasing Agent and
accepted by the Company on a particular date (the "Trade Date")
<PAGE>
will be settled on a date (the "Settlement Date") which is the
fifth Business Day after the Trade Date pursuant to the
"Settlement Procedure Timetable" set forth below, unless the
Company and the purchaser agree to settlement on another Business
Day which shall be no earlier than the next Business Day after
the Trade Date.
Settlement Procedure Timetable:
For orders of Book-Entry Securities solicited by a
Selling Agent and accepted by the Company for settlement on the
fifth Business Day after the Trade Date, Settlement Procedures
"A" through "I" set forth above shall be completed as soon as
possible but not later than the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 5:00 p.m. on the Business Day following the Trade Date
or 10:00 a.m. on the Business Day prior to
the Settlement Date, whichever is earlier
B 12:00 noon on the second Business Day immediately
preceding the Settlement Date
C 2:00 p.m. on the second Business Day immediately
preceding the Settlement Date
D 9:00 a.m. on the Settlement Date
E 10:00 a.m. on the Settlement Date
F-G 2:00 p.m. on the Settlement Date
H 4:45 p.m. on the Settlement Date
I 5:00 p.m. on the Settlement Date
If the initial interest rate for a Floating Rate
Book-Entry Security has not been determined at the time that
Settlement Procedure "A" is completed, Settlement Procedures "B"
and "C" shall be completed as soon as such rate has been
determined but no later than 2:00 p.m. on the second Business Day
immediately preceding the Settlement Date. Settlement Procedure
"H" is subject to extension in accordance with any extension of
Fedwire closing deadlines and in the other events specified in
the SDFS operating procedures in effect on the Settlement Date.
If settlement of a Book-Entry Security is rescheduled
or canceled, the Trustee, upon obtaining knowledge thereof, will
deliver to the Depositary, through the Depositary's Participant
Terminal System, a cancellation message to such effect by no
later than 2:00 p.m. on the Business Day immediately preceding
the scheduled Settlement Date.
Failure to Settle:
<PAGE>
If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Security pursuant to Settlement
Procedure "F", the Trustee may deliver to the Depositary, through
the Depositary's Participant Terminal System, as soon as
practicable a withdrawal message instructing the Depositary to
debit such Book-Entry Security to the Trustee's participant
account, provided that the Trustee's participant account contains
a principal amount of the Global Security representing such
Book-Entry Security that is at least equal to the principal
amount to be debited. If a withdrawal message is processed with
respect to all the Book-Entry Securities represented by a Global
Security, the Trustee will mark such Global Security "canceled",
make appropriate entries in the Trustee's records and send such
canceled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed with respect to
one or more, but not all, of the Book-Entry Securities
represented by a Global Security, the Trustee will exchange such
Global Security for two Global Securities, one of which shall
represent such Book-Entry Security or Securities and shall be
canceled immediately after issuance and the other of which shall
represent the remaining Book-Entry Securities previously
represented by the surrendered Global Security and shall bear the
CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Security is
not timely paid to the participants with respect to such
Book-Entry Security by the beneficial purchaser thereof (or a
person, including an indirect participant in the Depositary,
acting on behalf of such purchaser), such participants and, in
turn, the Agent for such Book-Entry Security may enter deliver
orders through the Depositary's Participant Terminal System
debiting such Book-Entry Security to such participant's account
and crediting such Book-Entry Security to such Agent's account
and then debiting such Book-Entry Security to such Agent's
participant account and crediting such Book-Entry Security to the
Trustee's participant account and shall notify the Company and
the Trustee thereof. Thereafter, the Trustee will (i)
immediately notify the Company of such order and the Company
shall transfer to such Agent funds available for immediate use in
an amount equal to the price of such Book-Entry Security which
was credited to the account of the Company maintained at the
Trustee in accordance with Settlement Procedure I, and (ii)
deliver the withdrawal message and take the related actions
described in the preceding paragraph. If such failure shall have
occurred for any reason other than default by the applicable
Agent to perform its obligations hereunder or under the
Distribution Agreement, the Company will reimburse such Agent on
an equitable basis for the loss of its use of funds during the
period when the funds were credited to the account of the
Company.
<PAGE>
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Security, the Depositary may
take any actions in accordance with its SDFS operating procedures
then in effect. In the event of a failure to settle with respect
to one or more, but not all, of the Book-Entry Securities to have
been represented by a Global Security, the Trustee will provide,
in accordance with Settlement Procedure "D", for the
authentication and issuance of a Global Security representing the
other Book-Entry Securities to have been represented by such
Global Security and will make appropriate entries in its records.
The Company will, from time to time, furnish the Trustee with a
sufficient quantity of Securities.
PART II: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES
Posting Rates by Company:
The Company and the Agents will discuss from time to
time the rates of interest per annum to be borne by and the
maturity of Certificated Securities that may be sold as a result
of the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and maturities for an
offering period ("posting"). If the Company decides to change
already posted rates, it will promptly advise the Agents to
suspend solicitation of offers until the new posted rates have
been established with the Agents.
Acceptance of Offers by Company:
Each Agent will promptly advise the Company by
telephone or other appropriate means of all reasonable offers to
purchase Certificated Securities, other than those rejected by
such Agent. Each Agent may, in its discretion reasonably
exercised, reject any offer received by it in whole or in part.
Each Agent also may make offers to the Company to purchase
Certificated Securities as a Purchasing Agent. The Company will
have the sole right to accept offers to purchase Certificated
Securities and may reject any such offer in whole or in part.
The Company will promptly notify the Selling Agent or
Purchasing Agent, as the case may be, of its acceptance or
rejection of an offer to purchase Certificated Securities. If
the Company accepts an offer to purchase Certificated Securities,
it will confirm such acceptance in writing to the Selling Agent
or Purchasing Agent, as the case may be, and the Trustee.
Communication of Sale Information to Company by Agent:
After the acceptance of an offer by the Company, the
Selling Agent or Purchasing Agent, as the case may be, will
communicate the following details of the terms of such offer (the
"Sale Information") to the Company by telephone (confirmed in
<PAGE>
writing) or by facsimile transmission or other acceptable written
means:
1. Principal Amount of Certificated Securities to be
purchased;
2. If a Fixed Rate Certificated Security, the
interest rate and initial interest payment date;
3. Trade Date;
4. Settlement Date;
5. Maturity Date;
6. Specified Currency and, if the Specified Currency
is other than U.S. dollars, the applicable Exchange Rate for such
Specified Currency;
7. Indexed Currency, the Base Rate and the Exchange
Rate Determination Date, if applicable;
8. Issue Price;
9. Selling Agent's commission or Purchasing Agent's
discount, as the case may be;
10. Net Proceeds to the Company;
11. If a redeemable Certificated Security, such of the
following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par), and
(iii) Amount (% of par) that the Redemption Price
shall decline (but not below par) on each anniversary of the
Redemption Commencement Date;
12. If a Floating Rate Certificated Security, such of
the following as are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread and/or Spread Multiplier,
(iv) Maximum Rate,
(v) Minimum Rate,
(vi) Initial Interest Rate,
<PAGE>
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
13. Name, address and taxpayer identification number
of the registered owner(s);
14. Denomination of certificates to be delivered at
settlement;
15. Book-Entry Security or Certificated Security; and
16. Selling Agent or Purchasing Agent.
Preparation of Pricing Supplement by Company:
If the Company accepts an offer to purchase a
Certificated Security, it will prepare a Pricing Supplement
reflecting the terms of such Certificated Security and arrange to
have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not
later than 5:00 p.m., New York City time, on the Business Day
following the Trade Date, or if the Company and the purchaser
agree to settlement on the date of acceptance of such offer, not
later than noon, New York City time, on such date. The Company
will arrange to have ten Pricing Supplements filed with the
Commission not later than the close of business of the Commission
on the fifth Business Day following the date on which such
Pricing Supplement is first used.
Delivery of Confirmation and Prospectus to Purchaser by Selling
Agent:
The Selling Agent will deliver to the purchaser of a
Certificated Security a written confirmation of the sale and
delivery and payment instructions. In addition, the Selling
Agent will deliver to such purchaser or its agent the Prospectus
as amended or supplemented (including the Pricing Supplement) in
relation to such Certificated Security prior to or together with
the earlier of the delivery to such purchaser or its agent of (a)
the confirmation of sale or (b) the Certificated Security.
<PAGE>
Date of Settlement:
All offers of Certificated Securities solicited by a
Selling Agent or made by a Purchasing Agent and accepted by the
Company will be settled on a date (the "Settlement Date") which
is the fifth Business Day after the date of acceptance of such
offer, unless the Company and the purchaser agree to settlement
(a) on another Business Day after the acceptance of such offer or
(b) with respect to an offer accepted by the Company prior to
10:00 a.m., New York City time, on the date of such acceptance.
Instruction from Company to Trustee for Preparation of
Certificated Securities:
After receiving the Sale Information from the Selling
Agent or Purchasing Agent, as the case may be, the Company will
communicate such Sale Information to the Trustee by telephone
(confirmed in writing) or by facsimile transmission or other
acceptable written means.
The Company will instruct the Trustee by facsimile
transmission or other acceptable written means to authenticate
and deliver the Certificated Securities no later than 2:15 p.m.,
New York City time, on the Settlement Date. Such instruction
will be given by the Company prior to 3:00 p.m., New York City
time, on the Business Day immediately preceding the Settlement
Date unless the Settlement Date is the date of acceptance by the
Company of the offer to purchase Certificated Securities in which
case such instruction will be given by the Company by 11:00 a.m.,
New York City time.
Preparation and Delivery of Certificated Securities by Trustee
and Receipt of Payment Therefor:
The Trustee will prepare each Certificated Security and
appropriate receipts that will serve as the documentary control
of the transaction.
In the case of a sale of Certificated Securities to a
purchaser solicited by a Selling Agent, the Trustee will, by 2:15
p.m., New York City time, on the Settlement Date, deliver the
Certificated Securities to the Selling Agent for the benefit of
the purchaser of such Certificated Securities against delivery by
the Selling Agent of a receipt therefor. On the Settlement Date
the Selling Agent will deliver payment for such Certificated
Securities in immediately available funds to the Company in an
amount equal to the issue price of the Certificated Securities
less the Selling Agent's commission; provided that the Selling
Agent reserves the right to withhold payment for which it has not
received funds from the purchaser. The Company shall not use any
proceeds advanced by a Selling Agent to acquire securities.
In the case of a sale of Certificated Securities to a
Purchasing Agent, the Trustee will, by 2:15 p.m., New York City
<PAGE>
time, on the Settlement Date, deliver the Certificated Securities
to the Purchasing Agent against delivery of payment for such
Certificated Securities in immediately available funds to the
Company in an amount equal to the issue price of the Certificated
Securities less the Purchasing Agent's discount.
Failure of Purchaser to Pay Selling Agent:
If a purchaser (other than a Purchasing Agent) fails to
make payment to the Selling Agent for a Certificated Security,
the Selling Agent will promptly notify the Trustee and the
Company thereof by telephone (confirmed in writing) or by
facsimile transmission or other acceptable written means. The
Selling Agent will immediately return the Certificated Security
to the Trustee. Immediately upon receipt of such Certificated
Security by the Trustee, the Company will return to the Selling
Agent an amount equal to the amount previously paid to the
Company in respect of such Certificated Security. The Company
will reimburse the Selling Agent on an equitable basis for its
loss of the use of funds during the period when they were
credited to the account of the Company.
The Trustee will cancel the Certificated Security in
respect of which the failure occurred, make appropriate entries
in its records and, unless otherwise instructed by the Company,
destroy the Certificated Security.
<PAGE>
ANNEX III
Accountants' Letter
Pursuant to Sections 4(j) and 6(d), as the case may be,
of the Distribution Agreement, the Company's independent
certified public accountants shall furnish letters to the effect
that:
(i) They are independent certified public
accountants with respect to the Company and its subsidiaries
within the meaning of the Act and the applicable published rules
and regulations thereunder;
(ii) In their opinion, the consolidated financial
statements and any supplementary financial information and
schedules (and, if applicable, financial forecasts and/or pro
forma financial information) audited by them and incorporated by
reference in the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of
the Act and the Exchange Act, as applicable, and the related
published rules and regulations thereunder; and, if applicable,
they have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the
consolidated interim financial statements, selected financial
data, pro forma financial information, financial forecasts and/or
condensed financial statements derived from audited financial
statements of the Company for the periods specified in such
letter, as indicated in their reports thereon, copies of which
are attached;
(iii) They have made a review in accordance with
standards established by the American Institute of Certified
Public Accountants of the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Company s
quarterly report on Form 10-Q incorporated by reference into the
Prospectus as indicated in their reports thereon copies of which
are attached; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in
paragraph (v)(A)(i) below comply as to form in all material
respects with the applicable accounting requirements of the Act
and the Exchange Act and the related published rules and
regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the
Exchange Act and the related published rules and regulations;
<PAGE>
(iv) The unaudited selected financial information
with respect to the consolidated results of operations and
financial position of the Company for the five most recent fiscal
years included in the Prospectus agrees with the corresponding
amounts (after restatement where applicable) in the audited
consolidated financial statements for such fiscal years which
were included or incorporated by reference in the Company s
Annual Reports on Form 10-K for such fiscal years;
(v) On the basis of limited procedures, not
constituting an examination in accordance with generally accepted
auditing standards, consisting of a reading of the unaudited
financial statements and other information referred to below, a
reading of the latest available interim financial statements of
the Company and its subsidiaries, inspection of the minute books
of the Company and its subsidiaries since the date of the latest
audited financial statements incorporated by reference in the
Prospectus, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and
such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to
believe that:
(A)(i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or included or incorporated by reference in
the Company s Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the related published
rules and regulations, or (ii) any material modifications
should be made to the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Company s Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus for them to be in conformity
with generally accepted accounting principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived;
(C) as of a specified date not more than five
days prior to the date of such letter, there have been any
changes in the consolidated capital stock (other than
issuances of capital stock upon exercise of options and
stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in
each case which were outstanding on the date of the latest
balance sheet included or incorporated by reference in the
Prospectus) or any increase in the consolidated long-term
<PAGE>
debt of the Company and its subsidiaries, or any decreases
in consolidated net current assets or stockholders equity
or other items specified by the Agents, or any increases in
any items specified by the Agents, in each case as compared
with amounts shown in the latest balance sheet incorporated
by reference in the Prospectus, except in each case for
changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described
in such letter; and
(D) for the period from the date of the latest
financial statements incorporated by reference in the
Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenues or
operating profit or the total or per share amounts of
consolidated net income or other items specified by the
Agents, or any increases in any items specified by the
Agents, in each case as compared with the comparable period
of the preceding year and with any other period of
corresponding length specified by the Agents, except in each
case for increases or decreases which the Prospectus
discloses have occurred or may occur or which are described
in such letter.
(vii) In addition to the audit referred to in their
report(s) included or incorporated by reference in the Prospectus
and the limited procedures, inspection of minute books, inquiries
and other procedures referred to in paragraphs (iii) and (vi)
above, they have carried out certain specified procedures, not
constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages
and financial information specified by the Agents which are
derived from the general accounting records of the Company and
its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference), or in Part II of, or in
exhibits and schedules to, the Registration Statement specified
by the Agents or in documents incorporated by reference in the
Prospectus specified by the Agents, and have compared certain of
such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have
found them to be in agreement.
All references in this Annex III to the Prospectus
shall be deemed to refer to the Prospectus (including the
documents incorporated by reference therein) as defined in the
Distribution Agreement as of the Commencement Date referred to in
Section 6(d) thereof and to the Prospectus as amended or
supplemented (including the documents incorporated by reference
therein) as of the date of the amendment, supplement,
incorporation or the Time of Delivery relating to the Terms
Agreement requiring the delivery of such letter under Section
4(j) thereof.
<PAGE>
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
We, the undersigned Lawrence A. Ferger, President and Chief
Executive Officer, Paul T. Baker, Senior Vice President and Chief
Operating Officer and Niel C. Ellerbrook, Senior Vice President
and Chief Financial Officer of Indiana Gas Company, Inc. (the
"Company"), in accordance with Section 301 of the Indenture,
dated as of February 1, 1991, as supplemented and modified (the
"Indenture"), of the Company to Bank of America Illinois,
successor Trustee (the "Trustee"), and pursuant to the Pricing
Committee Resolutions (capitalized terms used herein and not
defined herein have the meaning specified in the Indenture) dated
April 5, 1995 do hereby establish a series of debt securities
with the following terms and characteristics (the numbered
clauses set forth below correspond to the numbered subsection of
Section 301 of the Indenture):
1. The title of the securities of such series shall be
"Medium-Term Notes, Series E" (individually a "Note" and
collectively the "Notes");
2. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture shall be limited
to $55,000,000;
3. The date or dates on which the principal of a Note
shall be payable shall be determined at the time of sale of the
Note by the proper officers of the Company and communicated to
the Trustee by Company Order, or by the proper officers of the
Company pursuant to the Administrative Procedure (attached hereto
as Exhibit A) (the "Administrative Procedure") attached as
Exhibit A to the Distribution Agreement, dated April 5, 1995
among the Company, Goldman, Sachs & Co., Merrill Lynch & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, provided,
however, that in no event shall any Note have a term of less than
nine months or more than 40 years from date of issue;
4. Interest on the Notes shall be payable to the Person or
Persons in whose names the Notes are registered at the close of
business on the Regular Record Date (as hereinafter defined) for
such interest, except as otherwise expressly provided in the form
of Fixed Rate Note (as hereafter defined) attached hereto as
Exhibit B and the form of Floating Rate Note (as hereinafter
defined) attached hereto as Exhibit C;
<PAGE>
5. Any particular Note may bear interest at a fixed rate
(any such Note being hereinafter called a "Fixed Rate Note") or
at a floating rate (any such Note being hereinafter called a
"Floating Rate Note") all as determined by the proper officers of
the Company as follows: there shall be determined by the proper
officers of the Company and communicated to the Trustee by
Company Order, or by the proper officers of the Company pursuant
to the Administrative Procedure, at the time of sale of the Notes
or any particular Note, (l) in the case of Fixed Rate Notes, the
interest rate or rates (including the interest rate on overdue
principal, premium or interest, if any) applicable to such Fixed
Rate Notes, and (2) in the case of Floating Rate Notes, the
Initial Interest Rate, the Base Rate (which shall be the
Commercial Paper Rate, LIBOR, the Treasury Rate, the CD Rate, the
CMT Rate, the Federal Funds Rate, the Prime Rate or any other
Base Rate determined at the time of sale of any particular Note),
the Maximum Interest Rate, if any, the Minimum Interest Rate, if
any, the Interest Payment Period, the Interest Reset Period, the
Interest Reset Dates, the Interest Rate Determination Dates, the
Index Maturity, the Spread, if any, the Spread Multiplier, if any
(each of such terms being referred to in the form of Floating
Rate Note attached hereto), and the interest rate on overdue
principal, premium or interest, if any, applicable, to such
Floating Rate Note; unless otherwise determined by the proper
officers of the Company and communicated to the Trustee by
Company Order, or by the proper officers of the Company pursuant
to the Administrative Procedure at the time of sale of any
particular Note, interest shall accrue on any Note from the
Original Issue Date specified in such Note or the most recent
date to which interest has been paid or duly provided for, the
Interest Payment Dates for the Fixed Rate Notes shall be March 15
and September 15, and the Regular Record Dates with respect to
such Interest Payment Dates shall be March 1 and September 1,
respectively (whether or not a Business Day); the Interest
Payment Dates on Floating Rate Notes shall be determined at the
time of sale of the Notes by the proper officers of the Company
and communicated to the Trustee by Company Order, or determined
by the proper officers of the Company pursuant to the
Administrative Procedure, and the Regular Record Date with
respect to each such Interest Payment Date shall be the date 15
calendar days immediately preceding such Interest Payment Date
(whether or not a Business Day); and interest on Floating Rate
Notes which employ the Treasury Rate or the CMT Rate as the Base
Rate shall be computed on the basis of the actual number of days
in the year;
6. The corporate trust office of Bank of America Illinois
in the City of Chicago, State of Illinois shall be the office or
agency of the Company at which the principal of and premium, if
any, and interest, if any, on the Notes shall be payable, at
which Notes may be surrendered for registration of transfer and
exchange and at which notices and demands to or upon the Company
with respect of the Notes and the Indenture may be served;
provided, however, in the event that the Company issues Notes in
<PAGE>
certificated form the Company may establish an office or agency
in the City of New York for such purpose;
7. Any particular Note shall be redeemable in whole or in
part, at the option of the Company as and to the extent
determined at the time of sale of any particular Note by the
proper officers of the Company and communicated to the Trustee by
Company Order, or by the proper officers of the Company pursuant
to the Administrative Procedure;
8. The obligation, if any, of the Company to redeem or
purchase any particular Note pursuant to any sinking fund or
analogous provisions or purchase or repay all or a portion of any
Note at the option of a Holder thereof and the period or periods
within which, the price or prices at which, and the terms and
conditions upon which, any particular Note shall be redeemed or
purchased or repaid, in whole or in part, pursuant to such
obligation shall be determined at the time of sale of any
particular Note by the proper officers of the Company and
communicated to the Trustee by Company Order, or determined by
the proper officers of the Company pursuant to the Administrative
Procedure;
9. Notes issued shall be issued in denominations of $1,000
or any amount in excess thereof that is an integral multiple of
$1,000;
10. Not applicable.
11. Not applicable.
12. Not applicable.
13. The Company reserves the right to make, by one or more
Officers' Certificates supplemental to this Officers'
Certificate, any additional covenants of the Company for the
benefit of the holders of Notes, or any additional Events of
Default with respect to all or any series of Securities
Outstanding;
14. Not applicable;
15. (a) The Notes may be issued in whole or in part in
global form and the depositary for Notes issued in global form
shall be The Depository Trust Company; interests in Notes issued
in global form may not be exchanged, in whole or in part, for the
individual securities represented thereby, except that (l) if the
depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed, the
Company will issue individual certificated notes in exchange for
global notes and (2) the Company may at any time and in its sole
discretion determine not to have any particular Note represented
by one or more global notes and, in such event, will issue
individual certificated notes in exchange for the global notes;
<PAGE>
(b) Business Day" means any day, other than a Saturday
or Sunday, which is (a) not a day on which banking institutions
or trust companies in The City of New York, New York and Chicago,
Illinois are authorized or required by law, regulation or
executive order to remain closed and (b) if the Base Rate
specified with respect to any Security is LIBOR, is also a London
Banking Day. "London Banking Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London
interbank market;
(c) In the case of any Fixed Rate Note, if any
Interest Payment Date, any Redemption Date, Optional Repayment
Date or the Stated Maturity Date (as specified in such Fixed Rate
Note) shall not be a Business Day (as defined in the form of
Fixed Rate Note attached hereto), payment of amounts due thereon
on such date may be made on the next succeeding Business Day (as
defined in the form of Fixed Rate Note attached hereto), as if
such payment were made on the date such payment were due and no
interest shall accrue on such amounts for the period from and
after such Interest Payment Date, Redemption Date, Optional
Repayment Date or Stated Maturity, as the case may be, to such
Business Day; in the case of any Floating Rate Note, if any
Interest Payment Date (as specified in such Floating Rate Note)
shall not be a Business Day (as defined in the form of Floating
Rate Note attached hereto) payment of the amounts due thereon on
such date may be made on the next succeeding Business Day (as
defined in the form of Floating Rate Note attached hereto),
except that, if the Base Rate specified in such Floating Rate
Note is LIBOR and such next succeeding Business Day is in the
next succeeding calendar month, such payment shall be made on the
next preceding Business Day (as defined in the form of Floating
Rate Note attached hereto). If the Stated Maturity, Redemption
Date or Optional Repayment Date of a Floating Rate Note is not a
Business Day, payments of principal and interest due on such
Floating Rate Note may be made on the next succeeding Business
Day, and no interest shall accrue on such amounts for the period
from and after such Stated Maturity Date, Redemption Date or
Optional Repayment Date, as the case may be, to such next
succeeding Business Day;
(d) The Notes shall be substantially in the forms of
Fixed Rate Note and Floating Rate Note attached hereto and hereby
authorized and approved and shall have such further terms as set
forth in such forms.
We, the undersigned, Lawrence A. Ferger, Paul T. Baker and
Niel C. Ellerbrook, do hereby further certify that all conditions
precedent provided for in the Indenture relating to the action
proposed to be taken by the Trustee as specified in an
"Application for Authentication and Delivery of up to $55,000,000
in Aggregate Principal Amount of the Medium-Term Notes, Series
E," dated as of the date hereof, have been satisfied.
<PAGE>
IN WITNESS WHEREOF, we have hereunto signed our names as of
the 5th day of April, 1995.
/s/ Lawrence A. Ferger
Lawrence A. Ferger
President and
Chief Executive Officer
/s/ Paul T. Baker
Paul T. Baker
Senior Vice President and
Chief Operating Officer
/s/ Niel C. Ellerbrook
Niel C. Ellerbrook
Senior Vice President and
Chief Financial Officer
<PAGE>
Exhibit A
[See Annex II to the Distribution Agreement]
<PAGE>
Exhibit B
INDIANA GAS COMPANY, INC.
Medium-Term Note, Series E
Original Issue Date: Redeemable: Yes __ No __
Interest Rate: Initial Redemption Date:
Overdue Interest Rate: Redemption Limitation Date:
Stated Maturity Date: Initial Redemption Price:
Issue Price (%): Reduction Percentage:
Interest Payment Dates: Regular Record Dates:
Repayable at the Option of the Holder: Yes__ No __
Optional Repayment Dates: ____________________
Price to be Repaid (if other than unpaid principal
amount plus accrued interest): ___________________
____________________________________________
No. _____ Principal Amount
$_______________
CUSIP
INDIANA GAS COMPANY, INC., a corporation duly organized and
existing under the laws of the State of Indiana (herein called
the "Company," which term includes any successor corporation
under the Indenture referred to hereinafter), for value received,
hereby promises to pay, without relief from valuation and
appraisement laws, to _____________________________________, or
registered assigns, the principal sum of _____________________
Dollars on the Stated Maturity Date specified above, and to pay
interest thereon from the Original Issue Date specified above or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually in arrears on the
Interest Payment Dates specified above in each year, commencing
with the Interest Payment Date next succeeding the Original Issue
Date specified above, at the Interest Rate per annum, if any,
specified above (subject to adjustment upon default as specified
below), until the principal hereof is paid or duly provided for.
Interest so payable shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. The interest so
payable, and paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date specified above (whether or not a Business Day (as
hereinafter defined)) next preceding such Interest Payment Date.
Notwithstanding the foregoing, (a) if the Original Issue Date of
this Security is after a Regular Record Date and before the
corresponding Interest Payment Date, interest so payable for the
period from and including the Original Issue Date to but
excluding such Interest Payment Date shall be paid on the next
succeeding Interest Payment Date to the Holder hereof on the
related Regular Record Date; and (b) interest payable at Maturity
shall be paid to the Person to whom principal shall be paid.
<PAGE>
Except as otherwise provided in the Indenture, any such interest
not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities for this series may
be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
The overdue principal of this Security shall bear interest
at the Overdue Interest Rate per annum specified above (to the
extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal
shall bear interest at the Overdue Interest Rate per annum
specified above (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the due
date for payment of said principal to the date payment of such
interest has been made or duly provided for, and such interest
shall also be payable on demand. If the Interest Rate specified
above shall be zero, the principal of this Security shall not
bear interest except in the case of a default in payment of
principal at Maturity.
Payment of the principal of and premium, if any, on this
Security at Maturity shall be paid by wire transfer in
immediately available funds (except that payment on securities in
certificated form shall be paid by check except in certain
circumstances) upon presentation hereof at the offices of Bank of
America Illinois, Chicago, Illinois or at such other office or
agency as may be designated for such purpose by the Company from
time to time. Payment of interest, if any, on this Security
shall be made by wire transfer in immediately available funds
(except that payment on securities in certificated form shall be
paid by check except in certain circumstances) to the Person
entitled thereto as indicated in the Security Register. Payment
of the principal of and premium, if any, and interest, if any, on
this Security, as aforesaid, shall be made in such coin or
currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and
private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of February l, 1991 (such Indenture as originally
executed and delivered and as hereafter supplemented or amended,
<PAGE>
together with any constituent instruments establishing the terms
of particular Securities, being herein called the "Indenture"),
between the Company and Bank of America Illinois (successor to
Continental Bank, National Association) (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The
acceptance of this Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms
and provisions of the Indenture. This Security is one of the
series designated on the first page hereof.
If any Interest Payment Date, any Redemption Date, any
Optional Repayment Date or the Stated Maturity Date shall not be
a Business Day (as hereinafter defined), payment of the amounts
due on this Security on such date may be made on the next
succeeding Business Day, as if each such payment were made on the
date such payment were due and no interest shall accrue on such
amounts for the period from and after such Interest Payment Date,
Redemption Date, Optional Repayment Date or Stated Maturity Date,
as the case may be, to such Business Day.
If, as specified on the first page hereof, this Security is
redeemable, this Security is subject to redemption at any time on
or after the Initial Redemption Date specified on the first page
hereof, as a whole or in part, at the election of the Company, at
the applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified on the first page
hereof for the twelve-month period commencing on the Initial
Redemption Date and shall decline for the twelve-month period
commencing on each anniversary of the Initial Redemption Date by
a percentage of principal amount equal to the Reduction
Percentage specified on the first page hereof until such
redemption price is 100% of the principal amount of this Security
to be redeemed.
Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the first
page hereof, redeem this Security as contemplated above as a part
of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an
effective interest cost to the Company (calculated in accordance
with generally accepted financial practice) less than the
effective interest cost to the Company (similarly calculated) of
this Security.
Notice of redemption shall be given by mail to Holders of
Securities, not less than 30 days nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.
As provided in the Indenture, notice of redemption at the
<PAGE>
election of the Company as aforesaid may state that such
redemption shall be conditional upon the receipt by the Trustee
of money sufficient to pay the principal of and premium, if any,
and interest, if any, on this Security on or prior to the date
fixed for such redemption; a notice of redemption so conditioned
shall be of no force or effect if such money is not so received
and, in such event, the Company shall not be required to redeem
this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor, for the
unredeemed portion hereof will be issued in the name of the
Holder hereof upon the surrender and cancellation of this
Security.
If so specified on the first page hereof, this Security is
repayable by the Company in whole or in part at the option of the
Holder hereof on the date or dates specified on the first page
hereof (the "Optional Repayment Dates"). If no Optional
Repayment Date is specified with respect to this Security, this
Security will not be repayable at the option of the Holder hereof
prior to the Stated Maturity Date. Unless otherwise specified on
the first page hereof, the repayment price for this Security
means an amount equal to the sum of (i) 100% of the unpaid
principal amount hereof or the portion hereof plus (ii) accrued
interest to the date of repayment. For any Security to be
repaid, such Security must be received, together with the form
thereon entitled "Option to Elect Repayment" duly completed, by
the Trustee at its Corporate Trust Office (or such other address
of which the Company shall from time to time notify the Holders)
not more than 60 nor less than 30 days prior to the date of
repayment. Exercise of such repayment option by the Holder will
be irrevocable.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of this
Security of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required. The Indenture also contains provisions
<PAGE>
permitting the Holders of specified percentages in principal
amount of the Securities then Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligations of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, in the coin
or currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the offices of Bank of
America Illinois, Chicago, Illinois or such other office or
agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, in denominations of
$1,000, and any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series, of any authorized denominations, as
requested by the Holder surrendering the same, and of like tenor
upon surrender of the Security or Securities to be exchanged at
the offices of Bank of America Illinois, Chicago, Illinois or
such other office or agency as may be designated by the Company
from time to time.
The Company shall not be required to (a) register the
transfer of or exchange Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being
redeemed in part.
<PAGE>
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of Indiana.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York and
Chicago, Illinois are authorized or required by law, regulation
or executive order to remain closed. All other terms used in
this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator,
stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor
corporation (either directly or through the Company or a
predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the
Securities are solely corporate obligations and that any such
personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: April 5, 1995
INDIANA GAS COMPANY, INC.
By: /s/ Niel C. Ellerbrook
Title: Senior Vice President
Attest:
[Seal]
/s/Ronald E. Christian
Title: Secretary
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:
BANK OF AMERICA ILLINOIS, as
Trustee
By:
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
[please insert social security or other identifying number of
assignee]
[please print or typewrite name and address of assignee]
the within Security of INDIANA GAS COMPANY, INC. and does hereby
irrevocably constitute and appoint
, Attorney, to transfer said Security on the
<PAGE>
books of the within-mentioned Company, with full power of
substitution in the premises.
Dated:
Notice: The signature to this
assignment must correspond
with the name as written upon
the first page of the Security
in every particular without
alteration or enlargement or
any change whatsoever.
<PAGE>
DTC LEGEND
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (the "Depositary")
to the Company or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depositary and
any amount payable thereunder is made payable to Cede & Co. or
such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until this Security is exchanged in whole or in
part for certificated Securities registered in the names of
various beneficial holders hereof as then certified to the
Company by the Depositary or a successor depositary (the
"Depositary") this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary or another nominee of the Depositary to
the Depositary or by the Depositary or any such nominee to a
successor depositary or a nominee of such successor depositary.
This Security may be exchanged for certificated Securities
registered in the names of the various beneficial owners hereof
only if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners (as
certified to the Company by the Depositary or a successor
depositary) of all securities of any particular issuance of the
series designated below.
<PAGE>
Exhibit C
INDIANA GAS COMPANY, INC.
Medium-Term Note, Series E
Original Issue Date: Interest Determination Date:
Stated Maturity Date: Interest Reset Period:
Issue Price (%): Interest Reset Dates:
Initial Interest Rate: Rate Determination Dates:
Base Rate: Index Maturity:
__Commercial Paper Rate Spread [+/-]:
__LIBOR Spread Multiplier:
__LIBOR Reuters Discount Security: Yes __ No__
__LIBOR Telerate Redeemable: Yes__ No__
__Treasury Rate Initial Redemption Date:
__CD Rate Redemption Limitation Date:
__CMT Rate Initial Redemption Price:
__CMT Telerate Page 7052 Reduction Percentage:
__CMT Telerate Page 7055 Repayable at the Option
of the
__Federal Funds Rate Holder: Yes __ No __
__Prime Rate
Maximum Interest Rate: Optional Repayment Dates:
Minimum Interest Rate: Price to be Repaid (if other
Interest Payment Dates: than unpaid principal
amount plus accrued
interest):
No. ____ Principal Amount
$_______________
CUSIP
INDIANA GAS COMPANY, INC., a corporation duly organized and
existing under the laws of the State of Indiana (herein called
the "Company", which term includes any successor corporation
under the Indenture referred to hereinafter), for value received,
hereby promises to pay, without relief from valuation and
appraisement laws, to
, or registered assigns, the principal sum of
Dollars on the Stated
Maturity Date specified above, and to pay interest thereon from
the Original Issue Date set forth above or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, monthly, quarterly, semiannually or annually, as
specified above for the Interest Payment Period, in arrears on
the Interest Payment Dates specified above in each year,
commencing with the Interest Payment Date next succeeding the
Original Issue Date specified above, and at Maturity, until the
principal hereof is paid or duly provided for. Except as
otherwise provided herein, the rate of interest to be so paid
shall be the Initial Interest Rate specified above until the
<PAGE>
first Interest Reset Date specified above following the Original
Issue Date and thereafter at a rate determined, in accordance
with the provisions hereinafter set forth, by reference to the
Base Rate specified above plus or minus the Spread, if any,
specified above and/or multiplied by the Spread Multiplier, if
any, specified above. The interest so payable, and paid or duly
provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which is the date 15 calendar days prior to such Interest Payment
Date (whether or not a Business Day (as hereinafter defined)).
Notwithstanding the foregoing, (a) if the Original Issue Date of
this Security is after a Regular Record Date and before the
corresponding Interest Payment Date, interest so payable for the
period from and including the Original Issue Date to but
excluding such Interest Payment Date shall be paid on the next
succeeding Interest Payment Date to the Holder hereof on the
related Regular Record Date; and (b) interest payable at Maturity
shall be paid to the Person to whom principal shall be paid.
Except as otherwise provided in the Indenture, any such interest
not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice of which shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of and premium, if any, on this
Security at Stated Maturity shall be paid by wire transfer in
immediately available funds (except that payment on securities in
certificated form shall be paid by check except in certain
circumstances) upon presentation hereof at the offices of Bank of
America Illinois, Chicago, Illinois or at such other office or
agency as may be designated for such purpose by the Company from
time to time. Payment of interest on this Security shall be made
by wire transfer in immediately available funds (except that
payment on securities in certificated form shall be paid by check
except in certain circumstances) to the Person entitled thereto
as indicated in the Security Register. Payment of the principal
of and premium, if any, and interest on this Security, as
aforesaid, shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
<PAGE>
dated as of February 1, 1991 (such Indenture as originally
executed and delivered and as hereafter supplemented or amended,
together with any constituent instruments establishing the terms
of particular Securities, being herein called the "Indenture"),
between the Company and Bank of America Illinois (successor to
Continental Bank, National Association) (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The
acceptance of this Security shall be deemed to constitute the
consent and agreement of the Holder hereof to all of the terms
and provisions of the Indenture. This Security is one of the
series designated on the first page hereof.
Interest payments on this Security shall be the amount of
interest accrued from the last date to which interest has been
paid or duly provided for, or if no interest has been paid, from
and including the Original Issue Date to but excluding the next
succeeding Interest Payment Date.
Accrued interest on this Security shall be calculated by
multiplying the outstanding principal amount of this security by
an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factors calculated for each
day in the Interest Payment Period for which accrued interest is
being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places without rounding) for each
such day shall be computed by dividing the interest rate
applicable to such day by 360 if the Base Rate is the Commercial
Paper Rate, CD Rate, Prime Rate, Federal Funds Rate or LIBOR, as
indicated on the first page hereof, or by the actual number of
days in the year if the Base Rate is the CMT Rate or Treasury
Rate, as indicated on the first page hereof. For purposes of
making the foregoing calculation, the interest rate in effect on
any Interest Reset Date shall be the applicable rate as reset on
such date. Unless otherwise specified on the first page hereof,
all percentages resulting from any calculation of the rate of
interest hereon shall be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in
or resulting from such calculation shall be rounded to the
nearest cent (with .5 of a cent being rounded upwards).
Except as otherwise provided herein, commencing with the
first Interest Reset Date specified on the first page hereof
following the Original Issue Date and thereafter upon each
succeeding Interest Reset Date specified on the first page
hereof, the rate at which interest on this Security is payable
shall be reset daily, weekly, monthly, quarterly, semiannually or
annually as specified on the first page hereof for the Interest
Reset Period. Unless otherwise specified on the first page
<PAGE>
hereof, the Interest Reset Dates shall be, if the interest rate
on this Security resets daily, each Business Day; if the interest
rate on this Security (unless the Base Rate is the Treasury Rate)
resets weekly, Wednesday of each week; if the Base Rate specified
on the first page hereof is the Treasury Rate and resets weekly,
Tuesday of each week (except as provided below under
"Determination of the Treasury Rate"); if the interest rate on
this Security resets monthly, the third Wednesday of each month;
if the interest rate on this Security resets quarterly, the third
Wednesday of March, June, September and December of each year; if
the interest rate on this Security resets semiannually, the third
Wednesday of the two months of each year specified on the first
page hereof; and if the interest rate on this Security resets
annually, the third Wednesday of one month of each year specified
on the first page hereof. If an Interest Reset Date for this
Security would otherwise be a day that is not a Business Day (as
hereinafter defined), such Interest Reset Date shall be the next
succeeding Business Day, except that, if the Base Rate specified
on the first page hereof is LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day.
Anything herein to the contrary notwithstanding, the
interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified on the first page hereof.
Unless otherwise specified on the first page hereof,
interest will be payable, if the interest rate on this Security
resets daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and
December of each year, as specified on the first page hereof; if
the interest rate on this Security resets quarterly, on the third
Wednesday of March, June, September and December of each year; if
the interest rate on this Security resets semiannually, on the
third Wednesday of each of two months of each year specified on
the first page hereof; and if the interest rate on this Security
resets annually, on the third Wednesday of one month of each year
specified on the first page hereof (each such day being an
"Interest Payment Date").
If any Interest Payment Date shall not be a Business Day,
such Interest Payment Date shall be the next succeeding Business
Day, except that, if the Base Rate specified on the first page
hereof is LIBOR and such next succeeding Business Day is in the
next succeeding calendar month, such Interest Payment Date shall
be the next preceding Business Day. If the Stated Maturity Date,
Redemption Date or Optional Repayment Date is not a Business Day,
payments of principal, premium, if any, and interest due on this
Security may be made on the next succeeding Business Day, and no
interest shall accrue on such amounts for the period from and
after such Stated Maturity Date, Redemption Date or Optional
Repayment Date, as the case may be, to such Business Day.
<PAGE>
The Company will appoint, and enter into an agreement with,
an agent (the "Calculation Agent") to calculate the interest
rates on floating rate Securities (including this Security).
Unless otherwise specified on the first page hereof, Bank of
America Illinois shall be the Calculation Agent. All
determinations of interest rates by the Calculation Agent shall,
in the absence of manifest error, be conclusive for all purposes
and binding on the Holder hereof.
Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of
interest shall be the rate determined in accordance with the
provisions of the applicable heading below.
As used herein, "Interest Determination Date" means the date
as of which the interest rate for this Security is to be
calculated, to be effective as of the following Interest Reset
Date and calculated on the related Calculation Date (as defined
below). Unless otherwise specified on the first page hereof, the
"Interest Determination Date" pertaining to an Interest Reset
Date, if the Base Rate specified on the first page hereof is the
Commercial Paper Rate, CD Rate, CMT Rate, Federal Funds Rate and
Prime Rate, will be the second Business Day next preceding such
Interest Reset Date; the Interest Determination Date pertaining
to an Interest Reset Date, if the Base Rate specified on the
first page hereof is the LIBOR, will be the second London Banking
Day next preceding such Interest Reset Date; and the Interest
Determination Date pertaining to an Interest Reset Date, if the
Base Rate specified on the first page hereof is the Treasury
Rate, will be the day of the week in which such Interest Reset
Date falls on which Treasury Bills (hereafter defined) are
normally auctioned. Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in
which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on
the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If an auction date shall
fall on a day that otherwise would be an Interest Reset Date for
a Treasury Rate Note, such Interest Reset Date will be the next
following Business Day. If no auction is held for a particular
week, the Interest Determination Date pertaining to the Interest
Reset Date occurring in that week will be the first Business Day
of that week.
Unless otherwise specified on the first page hereof, the
"Calculation Date", if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar
day after such Interest Determination Date, or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the
Business Day immediately preceding the applicable Interest
Payment Date or the Stated Maturity Date, as the case may be.
<PAGE>
Determination of Commercial Paper Rate
If the Base Rate specified on the first page hereof is the
Commercial Paper Rate, this Security shall bear interest for each
Interest Reset Period at an interest rate calculated with
reference to the Commercial Paper Rate, determined as set forth
below, and the Spread and/or Spread Multiplier, if any, specified
on the first page hereof.
The Commercial Paper Rate with respect to any Interest
Determination Date shall be determined by the Calculation Agent
on the Calculation Date and shall be (a) the Money Market Yield
(as defined herein) on the Interest Determination Date (a
"Commercial Paper Rate Determination Date") of the rate for
commercial paper having the Index Maturity specified on the first
page hereof as such rate shall be published in H.15(519) (as
hereinafter defined) under the heading "Commercial Paper", or if
such rate is not so published prior to 3:00 p.m., New York City
time, on the Calculation Date, then the Commercial Paper Rate for
such Interest Reset Period shall be the Money Market Yield as of
such Commercial Paper Rate Determination Date of the rate for
commercial paper of the Index Maturity specified on the first
page hereof as published in Composite Quotations (as hereinafter
defined) under the heading "Commercial Paper" or (b) if neither
of such rates is published by 3:00 p.m., New York City time, on
the Calculation Date, the Money Market Yield of the arithmetic
mean of the offered rates, as of 11:00 a.m., New York City time,
on such Commercial Paper Rate Determination Date, of three
leading dealers in commercial paper in The City of New York
selected by the Calculation Agent, in its discretion, for
commercial paper of the Index Maturity specified on the first
page hereof placed for an industrial issuer whose bonds are rated
"AA", or the equivalent, by a nationally recognized rating
agency; provided, however, that if the dealers selected as
aforesaid are not quoting offered rates as described in this
sentence, the Commercial Paper Rate with respect to such Interest
Determination Date shall be deemed to be the same as the
Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
"Money Market Yield" shall be a yield calculated in
accordance with the following formula:
D x 360
Money Market Yield = --------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal,
and "M" refers to the actual number of days in the interest
period for which accrued interest is being calculated.
<PAGE>
Determination of LIBOR
If the Base Rate specified on the first page hereof is
LIBOR, this Security shall bear interest for each Interest Reset
Period at an interest rate calculated with reference to LIBOR and
the Spread and/or Spread Multiplier, if any, specified on the
first page hereof. LIBOR for each Interest Reset Period shall be
determined by the Calculation Agent with respect to an Interest
Determination Date (a "Libor Interest Determination Date"), as
specified on the first page hereof, as follows:
(i) The Calculation Agent will determine (a) if "LIBOR
Reuters" is specified on the first page hereof, the
arithmetic mean of the offered rates for deposits in U.S.
dollars for the period of the Index Maturity specified on
the first page hereof, commencing on the Interest Reset
Date, which appear on the Reuters Screen LIBO Page as of
11:00 a.m., London time, on such LIBOR Determination Date,
if at least two such offered rates appear on the Reuters
Screen LIBO Page ("LIBOR Reuters") or (b) if "LIBOR
Telerate" is specified on the first page hereof, the offered
rate on such LIBOR Determination Date for deposits in U.S.
dollars having the Index Maturity designated on the first
page hereof that appears on the Telerate Page 3750 as of
11:00 a.m. London time, on that LIBOR Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters Monitor
Money Rates Service (or such other page as may replace the
LIBOR page on that service for the purpose of displaying
London interbank offered rates of major banks). "Telerate
Page 3750" means the display designated as page "3750" on
the Telerate Service (or such other page as may replace the
3750 page on that Service or such other service or services
as may be nominated by the British Bankers' Association for
the purpose of displaying London interbank offered rates for
U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR
Telerate is specified on the first page hereof, LIBOR will
be determined as if LIBOR Telerate had been specified. In
the case where (a) above applies, if fewer than two offered
rates appear on the Reuters Screen LIBO Page, or, in the
case where (b) above applies, if no rate appears on the
Telerate Page 3750, as applicable, LIBOR with respect to
that Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) The Calculation Agent will request the
principal London office of each of four major banks in the
London interbank market selected by the Calculation Agent,
in its discretion, to provide the Calculation Agent with its
offered quotations for deposits in U.S. dollars for the
period of the specified Index Maturity, commencing on the
Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such
LIBOR Determination Date and in a principal amount equal to
<PAGE>
an amount not less than $1,000,000 that is representative of
a single transaction in such market at such time. If at
least two such quotations are provided, "LIBOR" for such
Interest Reset Period will be the arithmetic mean of such
quotations. If fewer than two such quotations are provided,
"LIBOR" for such Interest Reset Period will be the
arithmetic mean of rates quoted by three major banks in the
City of New York selected by the Calculation Agent, in its
discretion, at approximately 11:00 a.m., New York City time,
on such LIBOR Determination Date for loans in U.S. dollars
to leading European banks, for the period of the specified
Index Maturity commencing on such Interest Reset Date, and
in a principal amount equal to an amount not less than
$1,000,000 that is representative of a single transaction in
such market at such time; provided, however, that if fewer
than three banks selected as aforesaid by the Calculation
Agent are quoting rates as described in this sentence,
"LIBOR" for such Interest Reset Period will be deemed to be
the same as LIBOR for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
Determination of Treasury Rate
If the Base Rate specified on the first page hereof is the
Treasury Rate, this Security shall bear interest for each
Interest Reset Period at an interest rate calculated with
reference to the Treasury Rate, as determined below, and the
Spread and/or Spread Multiplier, if any, specified on the first
page hereof.
The Treasury Rate, with respect to any Interest
Determination Date (a "Treasury Rate Determination Date"), shall
be determined by the Calculation Agent on the Calculation Date
and shall be the rate for the auction held on such Treasury Rate
Determination Date of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on the
first page hereof, as such rate shall be published in H.l5(5l9)
under the heading "U.S. Government Securities - Treasury bills -
auction average (investment)" or, in the event that such rate is
not published prior to 3:00 p.m., New York City time, on the
Calculation Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on such Treasury Rate
Determination Date as otherwise announced by the United States
Department of the Treasury. In the event that the results of the
auction of Treasury bills having the Index Maturity specified on
the first page hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date,
or if no such auction is held on such Treasury Rate Determination
Date, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily
<PAGE>
basis) of the arithmetic mean of the secondary market bid rates,
as of approximately 3:30 p.m., New York City time, on such
Treasury Rate Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the first page hereof;
provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting bid rates as described in
this sentence, then the "Treasury Rate" for such Interest Reset
Period shall be deemed to be the same as the Treasury Rate for
the immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the Initial Interest Rate).
CD Rate Notes
If the Base Rate specified on the first page hereof is the
CD Rate, this Security shall bear interest at the rates
calculated with reference to the CD Rate, as determined below,
and the Spread and/or Spread Multiplier, if any, specified on the
first page hereof.
The CD Rate with respect to any Interest Determination Date
(a "CD Rate Interest Determination Date"), shall be determined by
the Calculation Agent on the Calculation Date and shall be the
rate on such CD Rate Determination Date for negotiable
certificates of deposit having the Index Maturity specified on
the first page hereof as published in H.15(519) under the heading
"CDs (Secondary Market)," or, if not published by 3:00 p.m., New
York City time, on the related Calculation Date, the rate on such
CD Rate Interest Determination Date for negotiable certificates
of deposit of the Index Maturity specified on the first page
hereof as published in Composite Quotations under the heading
"Certificates of Deposit." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 p.m., New York
City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City
time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable United States dollar
certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major
United States money market banks for negotiable certificates of
deposit with a remaining maturity closest to the Index Maturity
designated on the first page hereof in an amount that is
representative for a single transaction in that market at that
time; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
<PAGE>
CMT Rate Notes
If the Base Rate specified on the first page hereof is the
CMT Rate, this Security shall bear interest at the rates
calculated with reference to the CMT Rate, as determined below,
and the Spread and/or Spread Multiplier, if any, specified on the
first page hereof.
The CMT Rate with respect to any Interest Determination Date
(a "CMT Rate Interest Determination Date"), shall be calculated
by the Calculation Agent on the Calculation Date and shall be the
rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption "--- Treasury Constant Maturities ---
Federal Reserve Board Release H.15 --- Mondays Approximately 3:45
p.m.," under the column for the Designated CMT Maturity Index (as
defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate page is 7052, the week, or
the month, as applicable, ended immediately preceding the week in
which the related CMT Rate Interest Determination Date occurs.
If such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published, or if
not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m. New York City time,
on the related Calculation Date, then the CMT Rate for the CMT
Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 p.m., New York City time, on the CMT
Rate Interest Determination Date reported, according to their
written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
<PAGE>
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 p.m., New York
City time, on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT Rate in
effect for immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the Initial Interest
Rate). If two Treasury Notes with an original maturity as
described in the third preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to
maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the first page
hereof (or any other page as may replace such page on that
service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified on the first page hereof, the
Designated CMT Telerate Page shall be 7052, for the most recent
week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified on the first page hereof with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the first page hereof, the Designated
CMT Maturity Index shall be 2 years.
Federal Funds Rate Notes
If the Base Rate specified on the first page hereof is the
Federal Funds Rate, this Security shall bear interest at the
rates calculated with reference to the Federal Funds Rate, as
determined below, and the Spread and/or Spread Multiplier, if
any, specified on the first page hereof.
<PAGE>
The Federal Funds Rate with respect to any Interest
Determination Date (a "Federal Funds Rate Interest Determination
Date"), shall be calculated by the Calculation Agent on the
Calculation Date and shall be the rate on such Federal Funds Rate
Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if
not published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate." If by 3:00 p.m., New
York City time, on the related Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, then the
Federal Funds Rate on such Federal Funds Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York selected by the Calculation Agent prior
to 9:00 a.m., New York City time, on such Federal Funds Rate
Interest Determination Date; provided, however that if the
brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as
of such Federal Funds Rate Interest Determination Date will be
the Federal Funds Rate in effect for immediately preceding
Interest Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
Prime Rate Notes
If the Base Rate specified on the first page hereof is the
Prime Rate Note, this Security shall bear interest at the rates
calculated with reference to the Prime Rate, as determined below,
and the Spread and/or Spread Multiplier, if any, specified on the
first page hereof.
The Prime Rate with respect to any Interest Determination
Date (a "Prime Rate Interest Determination Date"), shall be
calculated by the Calculation Agent on the Calculation Date and
shall be the rate on such Prime Rate Interest Determination Date
published in H.15(519) under the heading "Bank Prime Loan." If
such rate is not published prior to 3:00 p.m., New York City
time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate or base lending
rate is in effect for such Prime Rate Interest Determination
Date. If fewer than four such rates appear on the Reuters Screen
NYMF Page for such Prime Rate Interest Determination Date, the
Prime Rate shall be the arithmetic mean of the prime rates quoted
on the basis of the actual number of days in the year divided by
a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in
The City of New York selected by the Calculation Agent. If fewer
than four such quotations are provided, the Prime Rate will be
<PAGE>
determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by three substitute banks or
trust companies organized and doing business under the laws of
the United States, or any State thereof, each having total equity
capital of at least $500 million and being subject to supervision
or examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the
Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect for
immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).
"Reuters Screen, NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
If, as specified on the first page hereof, this Security is
redeemable, this Security is subject to redemption at any time on
or after the Initial Redemption Date specified on the first page
hereof, as a whole or in part, at the election of the Company, at
the applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Such redemption price
shall be the Initial Redemption Price specified on the first page
hereof for the twelve-month period commencing on the Initial
Redemption Date and shall decline for the twelve-month period
commencing on each anniversary of the Initial Redemption Date by
a percentage of principal amount equal to the Reduction
Percentage specified on the first page hereof until such
redemption price is 100% of the principal amount of this Security
to be redeemed.
Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the first
page hereof, redeem this Security as contemplated above as a part
of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an
effective interest cost to the Company (calculated in accordance
with generally accepted financial practice) less than the
effective interest cost to the Company (similarly calculated) of
this Security.
Notice of redemption shall be given by mail to Holders of
Securities, not less than 30 days nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.
As provided in the Indenture, notice of redemption at the
election of the Company as aforesaid may state that such
redemption shall be conditional upon the receipt by the Trustee
of money sufficient to pay the principal of and premium, if any,
and interest on this Security on or prior to the date fixed for
such redemption; a notice of redemption so conditioned shall be
<PAGE>
of no force or effect if such money is not so received and, in
such event, the Company shall not be required to redeem this
Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor, for the
unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
If so specified on the first page hereof, this Security is
repayable by the Company in whole or in part at the option of the
Holder hereof on the date or dates specified on the first page
hereof (the "Optional Repayment Dates"). If no Optional
Repayment Date is specified with respect to this Security, this
Security will not be repayable at the option of the Holder hereof
prior to the Stated Maturity Date. Unless otherwise specified on
the first page hereof, the repayment price for this Security
means an amount equal to the sum of (i) 100% of the unpaid
principal amount hereof or the portion hereof plus (ii) accrued
interest to the date of repayment. For any Security to be
repaid, such Security must be received, together with the form
thereon entitled "Option to Elect Repayment" duly completed, by
the Trustee at its Corporate Trust Office (or such other address
of which the Company shall from time to time notify the Holders)
not more than 60 nor less than 30 days prior to the date of
repayment. Exercise of such repayment option by the Holder will
be irrevocable.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities then Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
<PAGE>
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Security at the times, place and rate, in the coin or currency,
and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the offices of Bank of
America Illinois, Chicago, Illinois or such other office or
agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and of
like tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
Registered Securities, without coupons, in denominations of
$1,000, and any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series, of any authorized denominations, as
requested by the Holder surrendering the same, and of like tenor
upon surrender of the Security or Securities to be exchanged at
the offices of Bank of America Illinois, Chicago, Illinois or
such other office or agency as may be designated by the Company
from time to time.
The Company shall not be required to (a) register the
transfer of or exchange Securities of this series during a period
of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Securities of this series
called for redemption or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being
redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
<PAGE>
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of Indiana.
As used herein,
(l) "Business Day" means any day, other than a
Saturday or Sunday, which is (a) not a day on
which banking institutions or trust companies in
The City of New York, New York and Chicago,
Illinois are authorized or required by law,
regulation or executive order to remain closed and
(b) if the Base Rate specified on the first page
hereof is LIBOR, is also a London Banking Day.
"London Banking Day" means any day on which
dealings in deposits in U.S. dollars are
transacted in the London interbank market;
(2) "H.15(519)" means the publication entitled
"Statistical Release H.15(519), Selected Interest
Rates," or any successor publication, published by
the Board of Governors of the Federal Reserve
System; and
(3) "Composite Quotations" means the daily statistical
release entitled "Composite 3:30 p.m. Quotations
for U.S. Government Securities", or any successor
release, published by the Federal Reserve Bank of
New York.
All other terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator,
stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor
corporation (either directly or through the Company or a
predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
<PAGE>
expressly agreed and understood that the Indenture and all the
Securities are solely corporate obligations and that any such
personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: April 5, 1995
INDIANA GAS COMPANY, INC.
By: /s/ Niel C. Ellerbrook
Title: Senior Vice President
Attest:
/s/ Ronald E. Christian
Title: Secretary
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:
BANK OF AMERICA ILLINOIS,
as Trustee
By:
Authorized Officer
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
[please insert social security or other identifying number of
assignee]
[please print or typewrite name and address of assignee]
the within Security of INDIANA GAS COMPANY, INC. and does hereby
irrevocably constitute and appoint
, Attorney, to transfer said Security on the
books of the within-mentioned Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the first page of the Security
in every particular without
alteration or enlargement or
any change whatsoever.
<PAGE>
DTC LEGEND
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (the "Depositary")
to the Company or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depositary and
any amount payable thereunder is made payable to Cede & Co. or
such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until this Security is exchanged in whole or in
part for certificated Securities registered in the names of
various beneficial holders hereof as then certified to the
Company by the Depositary or a successor depositary (the
"Depositary") this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary or another nominee of the Depositary to
the Depositary or by the Depositary or any such nominee to a
successor depositary or a nominee of such successor depositary.
This Security may be exchanged for certificated Securities
registered in the names of the various beneficial owners hereof
only if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners (as
certified to the Company by the Depositary or a successor
depositary) of all securities of any particular issuance of the
series designated below.
