FIFTH SUPPLEMENTAL INDENTURE
TO
INDENTURE DATED AS OF FEBRUARY 1, 1991
--------------------------
INDIANA GAS COMPANY, INC.,
Issuer
TO
U.S. BANK TRUST NATIONAL ASSOCIATION,
Trustee
--------------------------
Dated as of December 28, 2000
--------------------------
7.15% INSURED QUARTERLY NOTES DUE 2015
7.45% INSURED QUARTERLY NOTES DUE 2030
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Table of Contents
Page
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ARTICLE 1
Form and Terms of Insured Quarterly Notes Due 2015 and 2030
SECTION 101. Definitions....................................................2
SECTION 102. Establishment..................................................3
SECTION 103. Payment of Principal and Interest..............................4
SECTION 104. Denominations..................................................5
SECTION 105. Global Securities..............................................5
SECTION 106. Transfer and Exchange..........................................6
SECTION 107. Redemption at the Company's Option.............................6
SECTION 108. Special Redemption at the Holders' Option......................6
ARTICLE 2
Special Insurance Provisions
SECTION 201. Consent of Insurer............................................10
SECTION 202. Events of Default and Remedies................................10
SECTION 203. Notices/Information to be Given to Insurer....................10
SECTION 204. Insurance Policy Payment Procedures...........................11
SECTION 205. Special Rules Regarding Trustee...............................13
SECTION 206. Application of Term "Outstanding" to IQ Notes.................14
SECTION 207. Insurer as Third Party Beneficiary............................14
SECTION 208. Concerning the Special Insurance Provisions...................14
ARTICLE 3
Miscellaneous Provisions
SECTION 301. Ratification and Incorporation of Original Indenture..........14
SECTION 302. Acceptance of Trust...........................................14
SECTION 303. Recitals by Company...........................................14
SECTION 304. Amendments....................................................14
SECTION 305. Executed in Counterparts......................................15
EXHIBIT A - Form of 15-Year IQ Note
EXHIBIT B - Form of 30-Year IQ Note
EXHIBIT C - Form of Redemption Request
<PAGE>
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of December 28,
2000, by and between INDIANA GAS COMPANY, INC., a corporation incorporated in
Indiana and Ohio, 1630 North Meridian Street, Indianapolis, Indiana 46202-1496
(the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as
First Trust National Association, which was formerly known as Bank of America
Illinois, which was formerly known as Continental Bank, National Association), a
national banking corporation duly organized and existing under the laws of the
United States of America, having its principal corporate trust office at 111
East Wacker Drive, Suite 300, Chicago, Illinois 60601 (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Indenture, dated as
of February 1, 1991 (as amended prior to the date hereof, the "Original
Indenture", and together with this Fifth Supplemental Indenture, the
"Indenture"), with the Trustee to provide for the issuance from time to time of
the Company's unsecured debentures, notes or other evidences of indebtedness
(the "Securities"), to be issued in one or more series;
WHEREAS, Section 901 of the Original Indenture provides, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form or terms of the Securities of any series as permitted in
Sections 201 and 301 of the Original Indenture;
WHEREAS, the Company by corporate action duly taken has
authorized the issuance of two series of Securities, the 15-Year IQ Notes and
the 30-Year IQ Notes (as defined below), to contain such provisions as have been
determined by the Board of Directors of the Company (or a duly authorized
committee thereof), including certain provisions required in connection with the
issuance of a financial guaranty insurance policy with respect to both series,
and as are set forth in this Fifth Supplemental Indenture;
WHEREAS, all conditions have been complied with, all actions
have been taken and all things have been done which are necessary to make the
15-Year IQ Notes and the 30-Year IQ Notes, when executed by the Company and
authenticated by or on behalf of the Trustee, and when delivered as herein and
in the Original Indenture provided, the valid obligations of the Company and to
make this Fifth Supplemental Indenture a valid and binding supplemental
indenture to the Original Indenture;
NOW, THEREFORE, for and in consideration of the agreements and
obligations set forth herein and the purchase of the 15-Year IQ Notes and
30-Year IQ Notes by the Holders (as defined in the Original Indenture), it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the 15-Year IQ Notes and the 30-Year IQ Notes, as follows:
<PAGE>
ARTICLE 1
Form and Terms of Insured Quarterly
Notes Due 2015 and 2030
SECTION 101. Definitions. For all purposes of this Fifth Supplemental
Indenture, except as otherwise herein expressly provided or unless the context
otherwise requires:
(i) except as otherwise expressly provided or unless the
context otherwise requires, "Fifth Supplemental Indenture" means this
instrument as originally executed or, if amended or supplemented
pursuant to the applicable provisions of the Indenture, as so amended
or supplemented;
(ii) terms used herein in capitalized form and defined in
the Original Indenture, as supplemented to the date hereof, shall have
the meanings specified in the Original Indenture;
(iii) the words "herein", "hereof" and "hereto" and other
words of similar import used in this Fifth Supplemental Indenture
refer to this Fifth Supplemental Indenture as a whole and not to any
particular section or other subdivision of this Fifth Supplemental
Indenture; and
(iv) the provisions of this Fifth Supplemental Indenture
shall be read in conjunction with the provisions of the Original
Indenture only with respect to the 15-Year IQ Notes and the 30-Year IQ
Notes and the provisions of the Original Indenture shall not be
modified by this Fifth Supplemental Indenture with respect to any
other series of Securities Outstanding or to be Outstanding under the
Original Indenture.
The following defined terms used herein shall have the meanings
specified below:
"15-Year IQ Notes" shall have the meaning specified in Section 102
hereof.
"30-Year IQ Notes" shall have the meanings specified in Section 102
hereof.
"Beneficial Owner" shall have the meaning specified in Section 108
hereof.
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
"Estate Redemption Date" shall have the meaning specified in Section
204(a) hereof.
"IQ Notes" shall have the meaning specified in Section 102 hereof.
"Indenture" shall have the meaning specified in the Recitals hereof.
"Initial Period" shall have the meaning specified in Section 108
hereof.
"Insurance Trustee" means the United States Trust Company of New York,
in New York, New York, or any successor thereto, as the Insurance Trustee under
the Policy.
"Insurer" means Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance corporation.
"Interest Payment Dates" means March 15, June 15, September 15 and
December 15 of each year, beginning on March 15, 2001.
"Maturity Date" shall mean the date on which the principal of an IQ
Note or an installment of principal becomes due and payable as herein or therein
provided, whether at Stated Maturity or by declaration of acceleration, call for
redemption by the Company, notice of exercise of the redemption option referred
to in Section 108 hereof, or otherwise.
"Original Indenture" shall have the meaning specified in the Recitals
hereof.
"Original Issue Date" means December 28, 2000 with respect to both the
15-Year IQ Notes and the 30-Year IQ Notes.
"Participant" shall have the meaning specified in Section 108 hereof.
"Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to scheduled payments due for principal of and interest on,
and mandatory redemption payments pursuant to Section 108 hereof on, the 15-Year
IQ Notes and the 30-Year IQ Notes, as provided in such policy.
"Redemption Request" shall have the meaning specified in Section 108
hereof.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 1st calendar day of the month in which such
Interest Payment Date falls.
"Representative" shall have the meaning specified in Section 108
hereof.
"Stated Maturity" means December 15, 2015, in the case of the 15-Year
IQ Notes, and December 16, 2030, in the case of the 30-Year IQ Notes.
"Subsequent Period" shall have the meaning specified in Section 108
hereof.
SECTION 102. Establishment. There are hereby established two series of
Securities to be issued under the Indenture, designated as the "Indiana Gas
Company, Inc. 7.15% Insured Quarterly Notes due December 15, 2015" (the "15-Year
IQ Notes") and the "Indiana Gas Company, Inc. 7.45% Insured Quarterly Notes due
December 16, 2030" (the "30-Year IQ Notes") (each referred to herein as a series
of IQ Notes, and collectively as the "IQ Notes").
There are to be authenticated and delivered $20,000,000 aggregate
principal amount of 15-Year IQ Notes and $50,000,000 aggregate principal amount
of 30-Year IQ Notes, and no further 15-Year IQ Notes or 30-Year IQ Notes shall
be authenticated and delivered except as otherwise provided in the Original
Indenture.
Each series of IQ Notes shall be issued as a Global Security
registered in the name of The Depository Trust Company (the "Depositary") or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all Outstanding IQ Notes of such series,
except as otherwise provided in Section 105 hereof. The 15-Year IQ Notes shall
be in substantially the form set forth in Exhibit A hereto, and the 30-Year IQ
Notes shall be in substantially the form set forth in Exhibit B hereto.
Each series of IQ Notes shall be dated the date of authentication
thereof and shall bear interest from the Original Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as more fully set forth below.
SECTION 103. Payment of Principal and Interest. The unpaid principal
amount of each series of IQ Notes shall bear interest at the per annum rate of
7.15% with respect to the 15-Year IQ Notes, and 7.45% with respect to the
30-Year IQ Notes, until paid or duly provided for. The following terms apply to
each series of IQ Notes, respectively:
Interest shall be paid quarterly in arrears on each Interest Payment
Date commencing on the Interest Payment Date next succeeding the Original Issue
Date and, if applicable, on the Maturity Date. Payments of interest on the IQ
Notes will include interest accrued from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be. Interest payments for the IQ
Notes shall be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months.
The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will be paid to the Holder(s) thereof as of the
Regular Record Date for such Interest Payment Date. Any such interest that is
not so punctually paid or duly provided for on any Interest Payment Date will
forthwith cease to be payable to the Holders of the particular series of IQ
Notes as of the close of business on such Regular Record Date and may either be
paid to the Person or Persons in whose name such IQ Notes are 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 whereof shall be given to Holders of
the particular series of IQ Notes by the Trustee not less than ten (10) calendar
days prior to such Special Record Date, or be paid at any time in any other
lawful manner, all as more fully provided in the Original Indenture.
Payment of the principal of and any interest on the IQ Notes due on
the Maturity Date shall be made in immediately available funds, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, upon presentation and surrender
of the applicable IQ Notes at the office or agency maintained by the Company for
that purpose in the Borough of Manhattan, The City of New York, currently the
office of the Trustee located at 100 Wall Street, Suite 2000, New York, New York
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if the Maturity
Date falls on or after an Interest Payment Date then Holders presenting and
surrendering IQ Notes on the Maturity Date will only be entitled to interest
accruing on or after such Interest Payment Date. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register maintained by the Trustee
or (ii) by wire transfer of immediately available funds at such place and to
such account at a banking institution in the United States as may be designated
in wire transfer instructions received in writing by the Trustee at least
sixteen (16) days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.
In the event that any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, the required payment of principal and/or
interest payable on such date shall be made on the next succeeding Business Day
except that, if such Business Day is in the next succeeding calendar year,
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date such payment was due, and
no interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be, to
the date of such payment on the next succeeding Business Day.
SECTION 104. Denominations. Each series of IQ Notes may be issued in
minimum denominations of $1,000 and any integral multiples thereof.
SECTION 105. Global Securities. Each series of IQ Notes will be issued
in the form of one or more Global Securities registered in the name of the
Depositary or its nominee. Beneficial Owners of interests in such Global
Securities will not be considered the Holders thereof for any purpose under the
Indenture. Except under the limited circumstances described below, no Global
Security representing an IQ Note shall be exchangeable except for another Global
Security of like denomination and tenor to be registered in the name of the
Depositary or its nominee or a successor Depositary or its nominee, and
interests in the IQ Notes represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, IQ Notes in
certificated form. The Global Securities described above may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or its nominee. The
rights of Holders of a Global Security shall be exercised only through the
Depositary.
A Global Security shall be exchangeable for individual IQ Notes of the
same series and of like tenor and terms in certificated form and in an aggregate
principal amount equal to the principal amount of such Global Security,
registered in the names of Persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is at any time unwilling or
unable to continue as Depositary for such Global Security, or if at any time the
Depositary shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation,
and, in either case, no successor Depositary shall have been appointed by the
Company within ninety (90) days after the Company receives such notice or
becomes aware of such ineligibility, (ii) if the Company in its sole discretion
determines at any time that such Global Security shall be so exchangeable and
delivers to the Trustee a Company Order to the effect thereto, or (iii) there
shall have occurred and be continuing a default by the Insurer under the Policy.
Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for individual certificated IQ Notes of the applicable
series registered in such names as the Depositary shall direct.
SECTION 106. Transfer and Exchange. No service charge will be made for
any transfer or exchange of IQ Notes, provided, however, that the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with the transfer or exchange.
The Company shall not be required (a) to issue, register the transfer
of or exchange any IQ Notes of a series during a period beginning at the opening
of business fifteen (15) days before the day of the mailing of a notice
identifying the serial numbers of the IQ Notes of such series selected for
redemption under the Indenture and ending at the close of business on the day of
the mailing, or (b) to register the transfer of or exchange any IQ Notes so
selected for redemption in whole or in part, except the unredeemed portion of
any IQ Note being redeemed in part.
SECTION 107. Redemption at the Company's Option. Each series of IQ
Notes shall be subject to redemption at the option of the Company, in whole or
in part, without premium or penalty, at any time or from time to time on or
after December 15, 2004, in the case of the 15-Year IQ Notes, and December 15,
2005, in the case of the 30-Year IQ Notes, in each case at a Redemption Price
equal to 100% of the principal amount to be redeemed plus any unpaid interest
accrued to the Redemption Date.
In the event of redemption of a series of IQ Notes in part only, a new
IQ Note or Notes of such series for the unredeemed portion will be issued in the
name or names of the Holders thereof upon the presentation and surrender
thereof, as set forth in Section 1103 of the Original Indenture.
The IQ Notes will not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of a series of IQ Notes shall, with
respect to the principal thereof, be divisible by $1,000.
SECTION 108. Special Redemption at the Holders' Option. With regard to
IQ Notes of any series, a "Beneficial Owner" means the Person who has the right
to sell, transfer or otherwise dispose of an interest in an IQ Note and the
right to receive the proceeds therefrom as well as the interest and principal
payable to the Holder thereof. In general, a determination of beneficial
ownership in the IQ Notes will be subject to the rules, regulations and
procedures governing the Depositary and institutions that have accounts with the
Depositary or a nominee thereof ("Participants").
Unless the applicable series of IQ Notes has been declared due and
payable prior to their Stated Maturity following an Event of Default with
respect to such series, the Representative of a deceased Beneficial Owner of IQ
Notes of such series has the right to require the Company to redeem all or part
of such Beneficial Owner's interest in such series of IQ Notes, expressed in
integral multiples of $1,000 principal amount, prior to Stated Maturity at 100%
of the principal amount to be redeemed plus any unpaid interest accrued to the
date of payment, and the Company will redeem the same subject to the limitations
that the Company will not be obligated to redeem, during the period from the
Original Issue Date through and including December 15, 2001 (the "Initial
Period"), and during any twelve-month period which ends on and includes each
December 15 thereafter (each such twelve-month period being hereinafter referred
to as a "Subsequent Period"), as follows:
(i) with respect to the 15-Year IQ Notes: (1) on behalf of
an individual deceased Beneficial Owner, any ownership interest in the
15-Year IQ Notes which exceeds a total principal amount of $25,000, or
(2) ownership interests in the 15-Year IQ Notes of all Representatives
of deceased Beneficial Owners so requesting redemption in an aggregate
principal amount exceeding $600,000; and
(ii) with respect to the 30-Year IQ Notes: (1) on behalf of
an individual deceased Beneficial Owner, any ownership interest in the
30-Year IQ Notes which exceeds a total principal amount of $25,000, or
(2) ownership interests in the 30-Year IQ Notes for all
Representatives of deceased Beneficial Owners so requesting redemption
in an aggregate principal amount exceeding $1,500,000.
The Company may, at its option, redeem an interest of any deceased
Beneficial Owner of IQ Notes in the Initial Period or any Subsequent Period in
excess of the $25,000 individual limitation applicable to each series. Any such
redemption, to the extent that it exceeds the $25,000 per series individual
limitation for any deceased Beneficial Owner, shall not be included in the
computation of the $600,000 aggregate limitation, in the case of the 15-Year IQ
Notes, or the $1,500,000 aggregate limitation, in the case of the 30-Year IQ
Notes for such Initial Period or such Subsequent Period, as the case may be, or
for any succeeding Subsequent Period. The Company also may, at its option,
redeem interests of deceased Beneficial Owners of IQ Notes, in the Initial
Period or any Subsequent Period, in an aggregate principal amount exceeding
$600,000, in the case of the 15-Year IQ Notes, or $1,500,00, in the case of the
30-Year IQ Notes. Any such redemption, to the extent it exceeds such aggregate
limitation for the applicable series of IQ Notes, shall not reduce the aggregate
limitation for such series for any Subsequent Period.
With respect to each series of IQ Notes, subject to the $25,000
individual limitation and the aggregate principal amount limitation applicable
to such series for the Initial Period and each Subsequent Period, the Company
will redeem the interest of such Beneficial Owner in the IQ Notes within 60 days
following receipt by the Company of a Redemption Request from the Trustee. If
Redemption Requests with respect to a series of IQ Notes exceed the aggregate
principal amount of interests required to be redeemed during the Initial Period
or any Subsequent Period, then such excess Redemption Requests will be applied
in the order received by the Trustee to successive Subsequent Periods,
regardless of the number of Subsequent Periods required to redeem such
interests. With respect to each series of IQ Notes, the Company may at any time
notify the Trustee that it will redeem, on a date not less than 30 nor more than
60 days thereafter, all or any such principal amount of IQ Notes of such series
for which Redemption Requests have been received but which are not then eligible
for redemption by reason of the $25,000 individual limitation or the applicable
aggregate limitation. Any IQ Notes so redeemed shall be redeemed in the order of
receipt of Redemption Requests by the Trustee.
A request for redemption of an interest in the IQ Notes may be
initiated at any time and in any principal amount in integral multiples of
$1,000 by the personal representative or other Person authorized to represent
the estate of the deceased Beneficial Owner or from a surviving joint tenant(s)
or tenant(s) by the entirety of, or the trustee of a trust for, the deceased
Beneficial Owner (each, a "Representative"). The Representative shall deliver a
request to the Participant through whom the deceased Beneficial Owner owned such
interest, in form satisfactory to the Participant, together with evidence of the
death of the Beneficial Owner, evidence of the authority of the Representative
satisfactory to the Participant, such waivers, notices or certificates as may be
required under applicable state or federal law and such other evidence of the
right to such redemption as the Participant shall require. The request shall
specify the series and principal of the interest in the IQ Notes to be redeemed.
The Participant shall thereupon deliver to the Depositary a request for
redemption substantially in the form attached as Exhibit C hereto (each such
request, a "Redemption Request").
The Depositary will, on receipt of a Redemption Request, forward the
same to the Trustee. The Trustee shall maintain records with respect to
Redemption Requests received by it, including date of receipt, the name of the
Participant filing the Redemption Request and the status of each such Redemption
Request with respect to the $25,000 individual limitation and the applicable
aggregate limitation applicable to the series of IQ Notes to be redeemed for the
applicable Initial Period or Subsequent Period. The Trustee will immediately
file with the Company each Redemption Request it receives, together with the
information regarding the eligibility thereof with respect to the $25,000
individual limitation and the applicable aggregate limitation. The Depositary,
the Company and the Trustee may conclusively assume, without independent
investigation, that the statements contained in each Redemption Request are true
and correct and shall have no responsibility for reviewing any documents
submitted to the Participant by the Representative or for determining whether
the applicable decedent is in fact the Beneficial Owner of the interest in the
IQ Notes to be redeemed or is in fact deceased and whether the Representative is
duly authorized to request redemption on behalf of the applicable Beneficial
Owner.
The price to be paid by the Company for the IQ Notes to be redeemed
pursuant to a Redemption Request is 100% of the principal amount thereof plus
any unpaid interest accrued to the date of payment. Subject to arrangements with
the Depositary, payment for interests in the IQ Notes which are to be redeemed
shall be made to the Depositary upon presentation of IQ Notes to the Trustee for
redemption in the aggregate principal amount specified in the Redemption
Requests submitted to the Trustee by the Depositary which are to be fulfilled in
connection with such payment.
The principal amount of any IQ Notes of a series acquired or redeemed
by the Company other than by redemption at the option of any Representative of a
deceased Beneficial Owner pursuant to this Section 108 shall not be included in
the computation of either the $25,000 individual limitation or the applicable
aggregate principal amount limitation for such series for the Initial Period or
for any Subsequent Period.
For purposes of this Section 108, an interest in an IQ Note held in
tenancy by the entirety, joint tenancy or by tenants in common will be deemed to
be held by a single Beneficial Owner and the death of a tenant by the entirety,
joint tenant or tenant in common will be deemed the death of a Beneficial Owner.
The death of a person who, during such person's lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in IQ Notes
will be deemed the death of such Beneficial Owner, regardless of the recordation
of such interest on the records of the relevant Participant, if such rights can
be established to the satisfaction of such Participant. Such interest shall be
deemed to exist in typical cases of nominee ownership, ownership under the
Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community
property or other similar joint ownership arrangements, including individual
retirement accounts or Keogh [H.R. 10] plans maintained solely by or for the
decedent or by or for the decedent and any spouse, and trust and certain other
arrangements under which one person has substantially all of the rights of a
Beneficial Owner during such person's lifetime.
Any Redemption Request may be withdrawn by the Representative(s)
presenting the same upon delivery of a written request for such withdrawal given
by the Participant on behalf of such Representative to the Depositary and by the
Depositary to the Trustee not less than 60 days prior to payment thereof by the
Company.
The Company may, at its option, purchase any IQ Notes for which
Redemption Requests have been received in lieu of redeeming such IQ Notes. Any
IQ Notes so purchased by the Company shall either be reoffered for sale and sold
within 180 days after the date of purchase or presented to the Trustee for
redemption and cancellation. Any such acquisition of IQ Notes by the Company
will not be included in the computation of the $25,000 individual limitation or
the aggregate limitation applicable to the relevant series for the Initial
Period or any Subsequent Period.
With respect to each series of IQ Notes, during such time or times as
such IQ Notes are not represented by a Global Security and are issued in
certificated form, all references in this Section 108 to Participants and the
Depositary, including the Depositary's governing rules, regulations and
procedures shall be deemed deleted, all determinations which under this section
the Participants are required to make shall be made by the Company (including,
without limitation, determining whether the applicable decedent is in fact the
Beneficial Owner of the interest in the IQ Notes to be redeemed or is in fact
deceased and whether the Representative is duly authorized to request redemption
on behalf of the applicable Beneficial Owner), all requests for redemption, to
be effective, shall be delivered by the Representative to the Trustee, with a
copy to the Company, and shall be in the form of a Redemption Request (with
appropriate changes to reflect the fact that such Redemption Request is being
executed by a Representative) and, in addition to all documents that are
otherwise required to accompany a Redemption Request, shall be accompanied by
the certificated IQ Note that is the subject of such request.
ARTICLE 2
Special Insurance Provisions
SECTION 201. Consent of Insurer.
(a) Any provision of the Indenture expressly recognizing or granting
rights in or to the Insurer may not be amended in any manner which materially
affects the rights of the Insurer hereunder without the prior written consent of
the Insurer.
(b) In any instance in which the consent of all or a certain
percentage of the Holders of a series of IQ Notes is required under the
Indenture, the Insurer's consent shall be required in addition to any such
required Holders' consent, so long as the Insurer is not in default under the
Policy.
SECTION 202. Events of Default and Remedies. Anything in the Indenture
to the contrary notwithstanding, if an Event of Default with respect to a series
of IQ Notes occurs and is continuing:
(a) Consent of the Insurer upon Default. The Insurer shall be entitled
to control and direct the enforcement of all rights and remedies granted to the
Holders of such series or to the Trustee for the benefit of such Holders under
the Indenture, including, without limitation, (i) the right to accelerate the
principal of such series as provided in Section 202(b) below, and (ii) the right
to rescind and annul any such declaration of acceleration; and the Insurer shall
also be entitled to approve any waiver of a past default as provided under
Section 513 of the Original Indenture. Notwithstanding the foregoing, the
Insurer's rights referred to in this Section 202(a) shall not apply to the
Representatives' rights under Section 108 hereof.
(b) Acceleration Rights. Upon the occurrence and continuance of an
Event of Default with respect to a particular series of IQ Notes the Trustee
may, with the consent of the Insurer, and shall, at the direction of the Insurer
or not less than 33% of the Holders of such series of IQ Notes with the consent
of the Insurer, by written notice to the Company and the Insurer, declare the
principal of such series of IQ Notes to be immediately due and payable,
whereupon that portion of the principal of the IQ Notes of such series thereby
coming due and the interest thereon accrued to the date of payment shall,
without further action, become and be immediately due and payable; provided,
however, that if an Event of Default has occurred and is continuing with respect
to more than one series of Securities under the Indenture, the Trustee or the
Holders of not less than 33% in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, may make such
declaration of acceleration, and not the Holders of the Securities of any one of
such series.
SECTION 203. Notices/Information to be Given to Insurer. With respect
to each of the 15-Year IQ Notes and the 30-Year IQ Notes, so long as the Policy
shall be in full force and effect, the Company and the Trustee agree to comply
with the provisions set forth below in this Section 203.
(a) Information to be provided by Company. The Company shall furnish
to the surveillance department of the Insurer:
(i) as soon as practicable after the filing thereof with the
Securities and Exchange Commission, a copy of any financial statements
of the Company and a copy of any audit and annual report of the
Company filed therewith;
(ii) such additional information as the Insurer may
reasonably request; and
(iii) a copy of any notice to be given to the Holders of
such series of IQ Notes, including, without limitation, notice of any
redemption of or defeasance of any such IQ Notes.
(b) Information to be provided by Trustee. The Trustee or paying
agent, as applicable, shall notify the office of the general counsel of the
Insurer as follows:
(i) of any failure of the Company to provide relevant
notices, certificates or other documents required to be provided under
the Indenture to the Trustee with respect to such series of IQ Notes;
(ii) if at any time there are insufficient moneys to make
any payments of principal and/or interest as required with respect to
such series of IQ Notes; and
(iii) promptly upon the occurrence of any Event of Default
under the Indenture.
(c) Other Information Rights. The Company will permit the Insurer to
discuss the affairs, finances and accounts of the Company with appropriate
officers of the Company. In addition, the Trustee will permit the Insurer to
have access to and to make copies of all books and records relating to such
series of IQ Notes at any reasonable time. The Insurer will keep all such
information confidential and will use such information solely for purposes of
monitoring its responsibilities with respect to such series of IQ Notes.
SECTION 204. Insurance Policy Payment Procedures. With respect to each
of the 15-Year IQ Notes and the 30-Year IQ Notes, so long as the Policy shall be
in full force and effect, the Company and the Trustee agree to comply with the
provisions set forth below in this Section 204. In the event that the Company
appoints a paying agent or new Security Registrar with respect to either such
series of IQ Notes, all references to the Trustee in paragraphs (a) through (f)
of this Section 204 shall be deemed instead to refer to such paying agent or
Security Registrar, as applicable. References to the IQ Notes in paragraphs (a)
through (f) of this Section 204 shall be deemed to refer to each of the 15-Year
IQ Notes and the 30-Year IQ Notes, respectively.
(a) At least one (1) Business Day prior to each Interest Payment Date,
Stated Maturity or Estate Redemption Date, the Trustee will determine whether it
holds sufficient funds for the payment of the principal of and/or interest on
the IQ Notes due on such Interest Payment Date, Stated Maturity or Estate
Redemption Date. If the Trustee determines that there will be insufficient funds
available, the Trustee shall so notify the Insurer. Such notice shall specify
the amount of the anticipated deficiency, the IQ Notes to which such deficiency
is applicable (including, in the case of an interest in IQ Notes specified in a
Redemption Request, the principal amount thereof and any unpaid interest accrued
thereon that is subject to mandatory redemption on an Estate Redemption Date),
and whether such deficiency will be as to principal or interest, or both. If the
Trustee has so notified the Insurer at least one (1) Business Day prior to the
relevant Interest Payment Date, Stated Maturity or Estate Redemption Date, the
Insurer will make payments of principal and/or interest due on the relevant IQ
Notes on or before the first (1st) Business Day next following the date on which
the Insurer shall have received such notice of nonpayment from the Trustee. As
used in this Section 204, an "Estate Redemption Date" shall be, with respect to
each Redemption Request submitted to the Company by the Trustee, the sixtieth
(60th) day following the date of receipt by the Company of such Redemption
Request from the Trustee, as described in Section 108 hereof. Interests in IQ
Notes which are subject to mandatory redemption on any Estate Redemption Date
consist of all or such portion of the principal amount of the IQ Notes specified
in the relevant Redemption Request(s), together with any unpaid interest accrued
thereon, which does not exceed the $25,000 individual limitation or the
aggregate principal amount limitation applicable to the IQ Notes for the Initial
Period or Subsequent Period in which such Estate Redemption Date falls.
(b) With respect to notices of nonpayment of interest and/or principal
applicable to all of the IQ Notes of the series, the Trustee shall, after giving
notice to the Insurer as provided in Section 204(a) above, make available to the
Insurer and, at the Insurer's direction, to the Insurance Trustee, the Security
Register of the Company maintained by the Trustee and all records relating to
the IQ Notes maintained under the Indenture.
(c) The Trustee shall provide the Insurer and the Insurance Trustee
with a list of Holders of the IQ Notes entitled to receive principal and/or
interest payments from the Insurer under the terms of the Policy, including
mandatory redemption payments for interests in IQ Notes specified in a
Redemption Request, and shall make arrangements with the Insurance Trustee (i)
to mail checks or drafts to the Holders of IQ Notes entitled to receive full or
partial interest payments from the Insurer and (ii) to pay principal upon IQ
Notes surrendered to the Insurance Trustee by the Holders of IQ Notes entitled
to receive full or partial principal payments from the Insurer.
(d) The Trustee shall, at the time it provides notice to the Insurer
pursuant to Section 204(a) above, notify the Holders of IQ Notes entitled to
receive the payment of principal and/or interest thereon from the Insurer (i) as
to the fact of such entitlement, (ii) that the Insurer will remit to them all or
a part of the interest payments due for payment upon proof of Holder entitlement
such interest payments and delivery to the Insurance Trustee, in form reasonably
satisfactory to the Insurance Trustee, of an appropriate assignment of the
Holder's right to such payments, (iii) that in order to receive full payment of
scheduled principal from the Insurer, they must surrender their IQ Notes (along
with an appropriate instrument of assignment in form reasonably satisfactory to
the Insurance Trustee to permit ownership of such IQ Notes to be registered in
the name of the Insurer) for payment to the Insurance Trustee, and not the
Trustee, and (iv) that in order to receive partial payment of scheduled
principal from the Insurer, they must surrender their IQ Notes for payment
thereon first to the Trustee, who shall note on such IQ Notes the portion of the
principal paid by the Trustee and then, along with an appropriate instrument of
assignment in form reasonably satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion of principal.
(e) In the event that the Trustee has notice that any payment of
principal of or interest on an IQ Note which has become Due for Payment (as
defined in the Policy) and which is made to a Holder by or on behalf of the
Company has been deemed a preferential transfer and theretofore recovered from
its Holder pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy or other appropriate person in accordance with the final,
nonappealable order of a court having competent jurisdiction, the Trustee shall
notify all Holders of IQ Notes of such series that in the event that any
Holder's payment is so recovered, such Holder will be entitled to payment from
the Insurer to the extent of such recovery if sufficient funds are not otherwise
available from the Company, and the Trustee shall furnish to the Insurer its
records evidencing the payments of principal of and interest on the IQ Notes
which have been made by the Trustee and subsequently recovered from Holders and
the dates on which such payments were made.
(f) In addition to those rights granted the Insurer under the
Indenture, the Insurer shall, to the extent it makes payments of principal of
and/or interest on IQ Notes, become subrogated to the rights of the recipients
of such payments in accordance with the terms of the Policy, and to evidence
such subrogation (i) in the case of subrogation as to claims for past due
interest, the Trustee shall note the Insurer's rights as subrogee on the
Security Register of the Company maintained by the Trustee, upon receipt from
the Insurer of proof of the payment of interest thereon to the Holders of such
IQ Notes, and (ii) in the case of subrogation as to claims for past due
principal, the Trustee shall note the Insurer's rights as subrogee on the
Security Register of the Company maintained by the Trustee upon surrender of
such IQ Notes by the Holders thereof, together with proof of the payment of
principal thereof.
SECTION 205. Special Rules Regarding Trustee
(a) The Trustee or paying agent, if any, may be removed pursuant to
Section 608 of the Original Indenture only with the consent of the Insurer,
which consent shall not be unreasonably withheld.
(b) The Insurer shall receive prior written notice from the Company of
the resignation of any Trustee or paying agent.
(c) Every successor Trustee appointed pursuant to Section 608 of the
Original Indenture shall be a trust company or bank in good standing having a
reported capital and surplus of not less than $75,000,000, and otherwise meeting
the eligibility requirements set forth in Section 310 of the Trust Indenture Act
of 1939, as amended. Any such successor Trustee shall be reasonably acceptable
to the Insurer. Any successor paying agent, if applicable, shall not be
appointed unless the Insurer approves such successor in writing, such approval
not to be unreasonably withheld. Notwithstanding any other provision of the
Indenture, if a successor Trustee with respect to a series of IQ Notes has not
been accepted by the Insurer within 30 days after a written notice of removal or
resignation has been delivered to the Company, the Trustee may petition a court
of competent jurisdiction at the expense of the Company to appoint a successor
trustee with respect to such series of IQ Notes.
(d) Notwithstanding any other provision of the Indenture, in
determining whether the rights of the Holders of a series of IQ Notes will be
adversely affected by any action taken pursuant to the terms and provisions of
the Indenture, the Trustee (or paying agent) shall consider the effect on such
Holders as if there were no Policy with respect to such series.
SECTION 206. Application of Term "Outstanding" to IQ Notes. In the
event that the principal and/or interest due on a series of IQ Notes shall be
paid by the Insurer pursuant to the Policy, such series of IQ Notes shall remain
Outstanding for all purposes under the Indenture, not be considered defeased or
otherwise satisfied and not be considered paid by the Company, and all
covenants, agreements and other obligations of the Company to the Holders of
such series under the Indenture shall continue to exist and shall run to the
benefit of the Insurer, and the Insurer shall be subrogated to the rights of
such Holders to the extent of each such payment.
SECTION 207. Insurer as Third Party Beneficiary. To the extent that
this Fifth Supplemental Indenture confers upon or gives or grants to the Insurer
any right, remedy or claim under or by reason of the Indenture, the Insurer is
hereby explicitly recognized as being a third-party beneficiary hereunder and
may enforce any such right, remedy or claim conferred, given or granted
hereunder.
SECTION 208. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply to each series of IQ Notes
notwithstanding anything in the Indenture to the contrary, but only so long as
the Policy with respect to such series of IQ Notes shall be in full force and
effect and the Insurer is not in default thereunder.
ARTICLE 3
Miscellaneous Provisions
SECTION 301. Ratification and Incorporation of Original Indenture.
From and after the date hereof, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture, as supplemented by this
Fifth Supplemental Indenture, shall be read, taken and construed as one and the
same instrument with respect to the 15-Year IQ Notes and the 30-Year IQ Notes.
SECTION 302. Acceptance of Trust. The Trustee accepts the trusts
created by the Original Indenture, as supplemented by this Fifth Supplemental
Indenture, and agrees to perform the same upon the terms and conditions in the
Original Indenture, as supplemented by this Fifth Supplemental Indenture.
SECTION 303. Recitals by Company. The recitals contained in the
Indenture and the 15-Year IQ Notes and the 30-Year IQ Notes, except the
Trustee's certificate of authentication, are made by the Company only and not by
the Trustee, and all of the provisions contained in the Original Indenture in
respect of the rights, privileges, immunities, powers and duties of the Trustee
shall be applicable in respect of the 15-Year IQ Notes and the 30-Year IQ Notes
and of this Fifth Supplemental Indenture as fully and with like effect as if set
forth herein in full.
SECTION 304. Amendments. Notwithstanding any other provision hereof,
all amendments to the Original Indenture made hereby shall have effect only with
respect to the 15-Year IQ Notes and the 30-Year IQ Notes, and not with respect
to the Securities of any other series created subsequent to the date hereof.
SECTION 305. Executed in Counterparts. This Fifth Supplemental
Indenture may be simultaneously executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Fifth
Supplemental Indenture to be signed in its name and on its behalf by its duly
authorized officers, all as of the date first above written.
ATTEST: INDIANA GAS COMPANY, INC.
By: By:
----------------------------- -----------------------------------
ATTEST: U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By: By:
----------------------------- -----------------------------------
<PAGE>
EXHIBIT A
FORM OF 15-YEAR IQ NOTE
<PAGE>
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., 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 IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
REGISTERED
NO. CUSIP NO. 454758AL7
INDIANA GAS COMPANY, INC.
7.15% INSURED QUARTERLY NOTE
DUE DECEMBER 15, 2015
Principal Amount: $________________
Regular Record Date: 1st calendar day of the month in which each
Interest Payment Date falls
Original Issue Date: December 28, 2000
Stated Maturity: December 15, 2015
Interest Payment Dates: March 15, June 15, September 15 and December
15, commencing March 15, 2001
Interest Rate: 7.15% per annum
Authorized Denomination: $1,000
Initial Redemption Date: December 15, 2004
<PAGE>
Indiana Gas Company, Inc., a corporation incorporated in Indiana and
Ohio (the "Company"), which term includes any successor corporation under the
Indenture referred to on the reverse hereof, for value received, hereby promises
to pay, without relief from valuation and appraisement laws, to ____________.,
or its registered assigns, the principal sum of _________________ DOLLARS
($____________) on the Stated Maturity shown above (or any Redemption Date, as
defined on the reverse hereof, or any earlier date of acceleration of maturity)
(each such date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date), and to pay interest thereon
(and on any overdue principal or interest to the extent legally enforceable) at
the Interest Rate specified above, until the principal hereof is paid or made
available for payment. The Company will pay interest from the Original Issue
Date shown above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on each
Interest Payment Date as specified above, commencing on the Interest Payment
Date next succeeding the Original Issue Date shown above and, if applicable, on
the Maturity Date. Payments of interest on this Note will include interest
accrued from, and including, the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided for) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be. Interest payments for this Note shall be computed and paid on the
basis of a 360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
(the "Holder") in whose name this Note (the "Note") is registered at the close
of business on the Regular Record Date specified above next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for on any Interest Payment
Date ("Defaulted Interest") will forthwith cease to be payable to the Holder at
the close of business on the applicable Regular Record Date and may either be
paid to the Person in whose name this Note 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 whereof shall be given to the Holder of this
Note by the Trustee not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner, all as more fully provided in
the Indenture.
Payment of the principal of and any interest in respect of this Note
due on the Maturity Date will be made in immediately available funds, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, upon presentation and
surrender of this Note at the office or agency maintained by the Company for
that purpose in the Borough of Manhattan, The City of New York, currently the
office of the Trustee located at 100 Wall Street, Suite 2000, New York, New York
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if the Maturity
Date falls on or after an Interest Payment Date then Holders presenting and
surrendering IQ Notes on the Maturity Date will only be entitled to interest
accruing on or after such Interest Payment Date. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register maintained by the Trustee
or (ii) by wire transfer of immediately available funds at such place and to
such account at a banking institution in the United States as may be designated
in writing by the Holder to the Trustee at least 16 days prior to such Interest
Payment Date. Any such wire instructions received by the Trustee shall remain in
effect until revoked by the Holder.
In the event that any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, then the required payment of principal
and/or interest payable on such date will be made on the next succeeding
Business Day, except that, if such Business Day is in the next succeeding
calendar year, payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on the date such payment
was due, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day. A
"Business Day" shall mean any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
Financial Guaranty Insurance Policy No. _________ (the "Policy") with
respect to payments due for principal of and interest on this Note and, subject
to certain annual principal amount limitations set forth in the Indenture and
described on the reverse hereof, any payments in connection with the mandatory
redemption of interests in this Note at the option of representatives of
deceased Beneficial Owners thereof, has been issued by Ambac Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered to the United
States Trust Company of New York as the Insurance Trustee under said Policy and
will be held by such Insurance Trustee or any successor insurance trustee. The
Policy is on file and available for inspection at the principal office of the
Insurance Trustee, currently located at
____________________________________________________________, and a copy thereof
may be secured from Ambac Assurance or the Insurance Trustee. All payments
required to be made under the Policy shall be made in accordance with the
provisions thereof. The Holder of this Note acknowledges and consents to the
subrogation rights of Ambac Assurance as more fully set forth in the Policy.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, Indiana Gas Company, Inc. has caused this Note to
be duly executed by one of its duly authorized officers.
INDIANA GAS COMPANY, INC.
By:
-----------------------------------
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------------
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
INDIANA GAS COMPANY, INC.
7.15% INSURED QUARTERLY NOTE DUE DECEMBER 15, 2015
This Note is one of a duly authorized series of Securities of the
Company issued and to be issued under an Indenture, dated as of February 1, 1991
(as amended by the Second Supplemental Indenture thereto dated as of September
15, 1991, and by the Fifth Supplemental Indenture dated as of December 28, 2000,
herein referred to as the "Indenture"), between the Company and U.S. Bank Trust
National Association (formerly known as First Trust National Association, which
was formerly known as Bank of America Illinois, which was formerly known as
Continental Bank, National Association), as trustee (the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto 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. This
Note is one of the series designated on the face hereof as "7.15% Insured
Quarterly Notes due December 15, 2015" (the "15-Year IQ Notes") in the aggregate
principal amount of $_________, subject to the provisions of the Indenture.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture or on the face hereof, as the case
may be.
The Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note at any time on or after December 15, 2004,
at the option of the Company, without premium or penalty, in whole or in part,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
any unpaid interest accrued to the date fixed for redemption (the "Redemption
Date"), on written notice given to the Holder hereof (in accordance with the
provisions of the Indenture) not more than 60 nor less than 30 days prior to the
Redemption Date.
In the event of redemption of this Note in part only, a new 15-Year IQ
Note or Notes for the unredeemed portion hereof will be issued by the Company in
the name of the Holder hereof upon the presentation and surrender hereof. The
15-Year IQ Notes will not have a sinking fund.
Unless this Note has been declared due and payable prior to Stated
Maturity following an Event of Default, the Representative of a deceased
Beneficial Owner of an interest in this Note may require the Company to redeem
all or a part of such deceased Beneficial Owner's interest in this Note prior to
Stated Maturity, in whole or in part in increments of $1,000, at 100% of the
principal amount to be redeemed, plus any unpaid interest accrued to the date of
payment, subject to certain limitations set forth in the Indenture. Subject to
certain individual and aggregate limitations, and all as set forth more fully in
the Fifth Supplemental Indenture, for interests in this Note to be redeemed
pursuant to this special redemption option, the Trustee must receive from the
Depositary a Redemption Request substantially in the form set forth as Exhibit C
to the Fifth Supplemental Indenture and shall forward the same to the Company,
whereupon the Company shall redeem the interests set forth in the Redemption
Request within 60 days following its receipt of such Redemption Request from the
Trustee. As used herein, "Representative" means the personal representative or
other Person authorized to represent the estate of a deceased Beneficial Owner
of an interest in this Note or a surviving joint tenant(s) or tenant(s) by the
entirety of, or the trustee of a trust for, a Beneficial Owner of an interest in
this Note.
If an Event of Default with respect to the 15-Year IQ Notes shall
occur and be continuing, the principal of this Note may, and in certain cases
shall, be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture. So long as Ambac Assurance is not in
default under the Policy, Ambac Assurance shall be entitled to control and
direct all rights and remedies with respect to the 15-Year IQ Notes other than
the rights of the Representatives referred to in the preceding paragraph.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of any series of the Securities at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority of the aggregate principal amount of all Securities at the time
Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders of a majority of the aggregate principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
or interest hereon are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by the Holder hereof or by such Holder's attorney
duly authorized in writing, and thereupon one or more new 15-Year IQ Notes, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees. 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 Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary, except
as required by law.
This Note is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein and herein set forth, this
Note is exchangeable for a like aggregate principal amount of 15-Year IQ Notes
of different authorized denominations but otherwise having the same terms and
provisions, as requested by the Holder hereof surrendering the same.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT
TEN ENT - as tenants by the entireties MIN ACT - _______ Custodian _______
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts
in common to Minors Act
_________________________
(State)
Additional abbreviations may also be used though not in
the above list.
----------------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------- ----------------------
---------------------- ----------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
--------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing
--------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:
-------------- -------------------------------------------------
-------------- -------------------------------------------------
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatsoever.
<PAGE>
EXHIBIT B
FORM OF 30-YEAR IQ NOTE
<PAGE>
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., 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 IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
REGISTERED
NO. CUSIP NO. 454758AM5
INDIANA GAS COMPANY, INC.
7.45% INSURED QUARTERLY NOTE
DUE DECEMBER 16, 2030
Principal Amount: $________________
Regular Record Date: 1st calendar day of the month in
which each Interest Payment Date falls
Original Issue Date: December 28, 2000
Stated Maturity: December 16, 2030
Interest Payment Dates: March 15, June 15, September 15 and
December 15, commencing March 15, 2001
Interest Rate: 7.45% per annum
Authorized Denomination: $1,000
Initial Redemption Date: December 15, 2005
Indiana Gas Company, Inc., a corporation incorporated in Indiana and
Ohio corporation (the "Company"), which term includes any successor corporation
under the Indenture referred to on the reverse hereof, for value received,
hereby promises to pay, without relief from valuation and appraisement laws, to
_____________, or its registered assigns, the principal sum of _________________
DOLLARS ($____________) on the Stated Maturity shown above (or any Redemption
Date, as defined on the reverse hereof, or any earlier date of acceleration of
maturity) (each such date being hereinafter referred to as the "Maturity Date"
with respect to the principal repayable on such date), and to pay interest
thereon (and on any overdue principal or interest to the extent legally
enforceable) at the Interest Rate specified above, until the principal hereof is
paid or made available for payment. The Company will pay interest from the
Original Issue Date shown above, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, quarterly in arrears on
each Interest Payment Date as specified above, commencing on the Interest
Payment Date next succeeding the Original Issue Date shown above and, if
applicable, on the Maturity Date. Payments of interest on this Note will include
interest accrued from, and including, the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for (or from, and
including, the Original Issue Date if no interest has been paid or duly provided
for) to, but excluding, the applicable Interest Payment Date or the Maturity
Date, as the case may be. Interest payments for this Note shall be computed and
paid on the basis of a 360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person (the "Holder") in whose name this Note (the "Note") is registered at the
close of business on the Regular Record Date specified above next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for on any Interest Payment
Date ("Defaulted Interest") will forthwith cease to be payable to the Holder at
the close of business on the applicable Regular Record Date and may either be
paid to the Person in whose name this Note 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 whereof shall be given to the Holder of this
Note by the Trustee not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner, all as more fully provided in
the Indenture.
Payment of the principal of and any interest in respect of this Note
due on the Maturity Date will be made in immediately available funds, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, upon presentation and
surrender of this Note at the office or agency maintained by the Company for
that purpose in the Borough of Manhattan, The City of New York, currently the
office of the Trustee located at 100 Wall Street, Suite 2000, New York, New York
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Company may determine; provided, however, that if the Maturity
Date falls on or after an Interest Payment Date then Holders presenting and
surrendering IQ Notes on the Maturity Date will only be entitled to interest
accruing on or after such Interest Payment Date. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made at the
aforementioned office or agency maintained by the Company or, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register maintained by the Trustee
or (ii) by wire transfer of immediately available funds at such place and to
such account at a banking institution in the United States as may be designated
in writing by the Holder to the Trustee at least 16 days prior to such Interest
Payment Date. Any such wire instructions received by the Trustee shall remain in
effect until revoked by the Holder.
In the event that any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, then the required payment of principal
and/or interest payable on such date will be made on the next succeeding
Business Day, except that, if such Business Day is in the next succeeding
calendar year, payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on the date such payment
was due, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day. A
"Business Day" shall mean any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
Financial Guaranty Insurance Policy No. _________ (the "Policy") with
respect to payments due for principal of and interest on this Note and, subject
to certain annual principal amount limitations set forth in the Indenture and
described on the reverse hereof, any payments in connection with the mandatory
redemption of interests in this Note at the option of representatives of
deceased Beneficial Owners thereof, has been issued by Ambac Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered to the United
States Trust Company of New York as the Insurance Trustee under said Policy and
will be held by such Insurance Trustee or any successor insurance trustee. The
Policy is on file and available for inspection at the principal office of the
Insurance Trustee, currently located at
____________________________________________________________, and a copy thereof
may be secured from Ambac Assurance or the Insurance Trustee. All payments
required to be made under the Policy shall be made in accordance with the
provisions thereof. The Holder of this Note acknowledges and consents to the
subrogation rights of Ambac Assurance as more fully set forth in the Policy.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, Indiana Gas Company, Inc. has caused this Note to
be duly executed by one of its duly authorized officers.
INDIANA GAS COMPANY, INC.
By:
-----------------------------------
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By
---------------------------------------
Authorized Signatory
<PAGE>
[REVERSE OF NOTE]
INDIANA GAS COMPANY, INC.
7.45% INSURED QUARTERLY NOTE DUE DECEMBER 16, 2030
This Note is one of a duly authorized series of Securities of the
Company issued and to be issued under an Indenture, dated as of February 1, 1991
(as amended by the Second Supplemental Indenture thereto dated as of September
15, 1991, and by the Fifth Supplemental Indenture dated as of December 28, 2000,
herein referred to as the "Indenture"), between the Company and U.S. Bank Trust
National Association (formerly known as First Trust National Association, which
was formerly known as Bank of America Illinois, which was formerly known as
Continental Bank, National Association), as trustee (the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto 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. This
Note is one of the series designated on the face hereof as "7.45% Insured
Quarterly Notes due December 16, 2030" (the "30-Year IQ Notes") in the aggregate
principal amount of $_________, subject to the provisions of the Indenture.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture or on the face hereof, as the case
may be.
The Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note at any time on or after December 15, 2005,
at the option of the Company, without premium or penalty, in whole or in part,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
any unpaid interest accrued to the date fixed for redemption (the "Redemption
Date"), on written notice given to the Holder hereof (in accordance with the
provisions of the Indenture) not more than 60 nor less than 30 days prior to the
Redemption Date.
In the event of redemption of this Note in part only, a new 30-Year IQ
Note or Notes for the unredeemed portion hereof will be issued by the Company in
the name of the Holder hereof upon the presentation and surrender hereof. The
30-Year IQ Notes will not have a sinking fund.
Unless this Note has been declared due and payable prior to Stated
Maturity following an Event of Default, the Representative of a deceased
Beneficial Owner of an interest in this Note may require the Company to redeem
all or a part of such deceased Beneficial Owner's interest in this Note prior to
Stated Maturity, in whole or in part in increments of $1,000, at 100% of the
principal amount to be redeemed, plus any unpaid interest accrued to the date of
payment, subject to certain limitations set forth in the Indenture. Subject to
certain individual and aggregate limitations, and all as set forth more fully in
the Fifth Supplemental Indenture, for interests in this Note to be redeemed
pursuant to this special redemption option, the Trustee must receive from the
Depositary a Redemption Request substantially in the form set forth as Exhibit C
to the Fifth Supplemental Indenture and shall forward the same to the Company,
whereupon the Company shall redeem the interests set forth in the Redemption
Request within 60 days following its receipt of such Redemption Request from the
Trustee. As used herein, "Representative" means the personal representative or
other Person authorized to represent the estate of a deceased Beneficial Owner
of an interest in this Note or a surviving joint tenant(s) or tenant(s) by the
entirety of, or the trustee of a trust for, a Beneficial Owner of an interest in
this Note.
If an Event of Default with respect to the 30-Year IQ Notes shall
occur and be continuing, the principal of this Note may, and in certain cases
shall, be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture. So long as Ambac Assurance is not in
default under the Policy, Ambac Assurance shall be entitled to control and
direct all rights and remedies with respect to the 30-Year IQ Notes, other than
the rights of the Representatives referred to in the preceding paragraph.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of any series of the Securities at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority of the aggregate principal amount of all Securities at the time
Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders of a majority of the aggregate principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
or interest hereon are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by the Holder hereof or by such Holder's attorney
duly authorized in writing, and thereupon one or more new 30-Year IQ Notes, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued by the Company to the designated transferee or
transferees. 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 Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary, except
as required by law.
This Note is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein and herein set forth, this
Note is exchangeable for a like aggregate principal amount of 30-Year IQ Notes
of different authorized denominations but otherwise having the same terms and
provisions, as requested by the Holder hereof surrendering the same.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF INDIANA WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT
TEN ENT - as tenants by the entireties MIN ACT - _____ Custodian ______
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts to
in common Minors Act
________________________
(State)
Additional abbreviations may also be used though not in
the above list.
----------------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------- ----------------------
---------------------- ----------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
--------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing
--------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:
------------------- -------------------------------------------
------------------- -------------------------------------------
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatsoever.
<PAGE>
EXHIBIT C
FORM OF REDEMPTION REQUEST
<PAGE>
INDIANA GAS COMPANY, INC.
[7.15/7.45]% INSURED QUARTERLY NOTES
due [December 15, 2015/December 16, 2030]
(the "IQ Notes")
CUSIP NO. [454758AL7/454758AM5]
The undersigned, ___________________ (the "Participant"), pursuant to
the provisions of that certain Indenture dated as of February 1, 1991, as
supplemented, including the Fifth Supplemental Indenture dated as of December
___, 2000 (the "Indenture"), made by Indiana Gas Company, Inc. (the "Company")
and U.S. Bank Trust National Association, as Trustee (the "Trustee"), does
hereby certify to The Depository Trust Company (the "Depositary"), the Company
and the Trustee that:
1. _______________ [Name of deceased Beneficial Owner] is deceased.
2. _______________ [Name of deceased Beneficial Owner] had a $______
interest in the above referenced IQ Notes.
3. _______________[Name of Representative] is _______________
[Beneficial Owner's personal representative/other person authorized to represent
the estate of the Beneficial Owner/surviving joint tenant/surviving tenant by
the entirety] of _______________ [Name of deceased Beneficial Owner] and has
delivered to the undersigned a request for redemption in form satisfactory to
the undersigned, requesting that $_______ principal amount of said IQ Notes be
redeemed pursuant to said Indenture. The documents accompanying such request,
all of which are in proper form, are in all respects satisfactory to the
undersigned and the _______________ [Name of Representative] is entitled to have
the IQ Notes to which this Request relates redeemed.
4. The Participant holds the interest in the IQ Notes with respect to
which this Request for Redemption is being made on behalf of _______________
[Name of deceased Beneficial Owner].
5. The Participant hereby certifies that it will indemnify and hold
harmless the Depositary, the Trustee, any paying agent and the Company
(including their respective officers, directors, agents, attorneys and
employees), against all damages, loss, cost, expense (including reasonable
attorneys' and accountants' fees), obligations, claims or liability incurred by
the indemnified party or parties as a result of or in connection with the
redemption of IQ Notes to which this Redemption Request relates. The Participant
will, at the request of the Company, forward to the Company a copy of the
documents submitted by _______________ [Name of Representative] in support of
the request for redemption.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Redemption
Request as of _________, _____.
[PARTICIPANT NAME]
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
