TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as the “Series 2025B Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Centerpoint Energy Inc)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Eighth Supplemental Indenture, dated as of February 14, 2017 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to April 14, 2024 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is February 8, 2017. Prior to February 14, 2024 (the date that is two months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on February 14, 2024 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after February 14, Tranche B Bonds which, pursuant 2024 (the date that is two months prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
Sources: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Seventh Supplemental Indenture, dated as of November 28, 2016 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $800,000,000 in aggregate principal amount. This Security is not redeemable prior to November 28, 2028 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is November 21, 2016. Prior to August 28, 2028 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on August 28, 2028 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after August 28, Tranche B Bonds which, pursuant 2028 (the date that is three months prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Second Supplemental Indenture, dated as of November 4, 2014 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for a specification are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,250,000,000 in aggregate principal amount of bonds from time amount. This Security is not redeemable prior to time issuable thereunder and January 15, 2020 (the conditions upon which bonds “Stated Maturity”), except that this Security may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Bond Purchase AgreementIndenture; the date specified for the Securities of this series, dated as for purposes of July 1said Section 1108, 2025 (as from time to time amended in accordance with its termsis October 30, the “Bond Purchase Agreement”), among the Company and the purchasers 2014. The Securities of the Series 2025B Bonds listed in Schedule B thereto is this series are subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agentredemption upon not less than 30 nor more than 60 days’ notice by mail, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in a whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the mannerfrom time to time, at the election of the Company, at a redemption price (including any applicable the “Optional Make-Whole AmountRedemption Price”) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition equal to the entire principal amount, any accrued interest and greater of (i) 100% of the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments for this Bond shall be computed of principal and paid interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis of (assuming a 360-day year consisting of twelve 30-day months. Anything ) at the Treasury Rate plus 15 basis points, together with, in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment)each case, (a) any payment of accrued and unpaid interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions Securities of this Bond may not series to be changed without redeemed to the consent Redemption Date. For purposes of determining the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Optional Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forRedemption Price, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
Sources: Twenty Second Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Seventeenth Supplemental Indenture, dated as of November 6, 2012 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for a specification are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indentureamount. This Bond Security is a “Series 2025Bnot redeemable prior to November 6, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 2015 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase AgreementStated Maturity”), among the Company and the purchasers except that this Security may be redeemed pursuant to Section 1108 of the Series 2025B Bonds listed in Schedule B thereto is subject to all of Indenture; the terms, conditions and covenants of date specified for the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect Securities of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond series, for purposes of said Section 1108, is also subject to optional prepaymentNovember 1, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding2012. Interest payments for this Bond shall will be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the Bond Purchase Agreement or manner and with the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as effect provided in the Indenture. The Series 2025BIndenture permits, Tranche B Bonds with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in 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 or the Guarantor, or both, 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. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein. 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 interest on this Security 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 Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, 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 for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form, form without coupons, coupons in denominations of $100,000 1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds Securities of this series are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds Securities of like tenor and this series of a different authorized denomination, as requested by the holder Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange 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 the transfer due presentment of this Security for registration of this Bond on the registration books maintained by or on behalf of transfer, the Company, the CompanyGuarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee may treat the person Person in whose name this Bond Security is registered as the owner thereof hereof for all purposespurposes (subject to Section 307 of the Indenture), whether or not this Bond is Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in the Indenture, certain respect of the provisions Securities (except for certain obligations to register the transfer or exchange of the Indenture Securities, replace stolen, lost or bonds issued pursuant thereto may be alteredmutilated Securities, amended maintain paying agencies and hold moneys for payment in trust) or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only (b) need not comply with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, restrictive covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed in each case if the Company or the Guarantor deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and deliveredprincipal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities on the dates such payments are due in accordance with the terms of such Securities and Guarantees, and certain other conditions are satisfied. Except in the issuance limited circumstances described in Section 305 of the Indenture, the Securities of this Bondseries shall be issued in the form of one or more Global Securities and The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Bond Security shall be governed by and construed in accordance with the law laws of the State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP p.l.c. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the extent that the law of any jurisdiction wherein any portion Holder of the Mortgaged Security upon which this Guarantee is endorsed and Pledged Property is located shall mandatorily govern to the creation of a mortgage lien on Trustee referred to in such Indenture due and security interest in, or perfection, priority or enforcement prompt payment of the Lien principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or exercise interest payment, the Guarantor hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of remedies acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect toto any such tax, assessment or other governmental charge, is not resident in such portion of jurisdiction, after such deduction or withholding, shall be not less than the Mortgaged and Pledged Property. Unless amounts specified in such Security to which such Holder is entitled; provided, however, that the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond Guarantor shall not be entitled required to make any benefit under payment of additional amounts (1) for or on account of any such tax, assessment or governmental charge imposed by the Indenture United States or be valid any political subdivision or obligatory taxing authority thereof or therein or (2) for any purpose.or on account of:
Appears in 1 contract
Sources: Seventeenth Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Ninth Supplemental Indenture, dated as of September 19, 2017 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $700,000,000 in aggregate principal amount. This Security is not redeemable prior to September 19, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 14, 2017. Prior to August 19, 2022 (the date that is one month prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on August 19, 2022 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after August 19, Tranche B Bonds which, pursuant 2022 (the date that is one month prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated therein referred to in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. Authorized Officer This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust an Indenture, dated as of January 1June 28, 2023 1996 (herein called the “Amended and Restated Indenture”) ), between the Company and Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank), as trustee (Trustee, herein called the “Trustee,” (which term shall include includes any successor trustee as provided in under the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitations of rights, obligations, duties and pledged and the respective rights immunities thereunder of the Company, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Sixth Supplemental Indenture, dated as of April 29, 2010, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of 300,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The Company may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a specification Redemption Price equal to the greater of (A) 100% of the principal amount of bonds from time to time issuable thereunder the Securities being redeemed and (B) the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant sum of the present values of the Remaining Scheduled Payments (as defined below) on the Securities being redeemed, discounted to the Fifth Supplemental Indenture. This Bond is Redemption Date, on a “Series 2025Bsemiannual basis, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to at the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 Treasury Rate (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”defined below) plus 50 basis points (0.50%), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond also pay accrued interest on the dates and in Securities being redeemed to the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwiseRedemption Date. In determining the event of a prepayment of this Bond in part onlyRedemption Price and accrued interest, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may interest will be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid calculated on the basis of a 360-day year consisting of twelve 30-day months. Anything in If money sufficient to pay the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 Redemption Price of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of and accrued interest on this Bond that the Securities to be redeemed is due deposited with the Trustee on a date other than a Business Day shall be made or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and Securities (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee portions thereof) called for redemption and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount Securities will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or cease to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposeOutstanding.
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Ninth Supplemental Indenture, dated as of September 19, 2017 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,500,000,000 in aggregate principal amount. This Security is not redeemable prior to September 19, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 14, 2017. Prior to June 19, 2027 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on June 19, 2027 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after June 19, Tranche B Bonds which, pursuant 2027 (the date that is three months prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Nineteenth Supplemental Indenture, dated as of September 26, 2013 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for a specification are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $750,000,000 in aggregate principal amount of bonds from time amount. This Security is not redeemable prior to time issuable thereunder and September 26, 2023 (the conditions upon which bonds “Stated Maturity”), except that this Security may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Bond Purchase AgreementIndenture; the date specified for the Securities of this series, dated as for purposes of July 1said Section 1108, 2025 (as from time to time amended in accordance with its termsis September 23, the “Bond Purchase Agreement”), among the Company and the purchasers 2013. The Securities of the Series 2025B Bonds listed in Schedule B thereto is this series are subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agentredemption upon not less than 30 nor more than 60 days’ notice by mail, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in a whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the mannerfrom time to time, at the election of the Company, at a redemption price (including any applicable the “Optional Make-Whole AmountRedemption Price”) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition equal to the entire principal amount, any accrued interest and greater of (i) 100% of the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments for this Bond shall be computed of principal and paid interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis of (assuming a 360-day year consisting of twelve 30-day months. Anything ) at the Treasury Rate plus 20 basis points, together with, in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment)each case, (a) any payment of accrued and unpaid interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions Securities of this Bond may not series to be changed without redeemed to the consent Redemption Date. For purposes of determining the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Optional Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forRedemption Price, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B2025C, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B2025C, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025BR-2025C-B-[_] B-1 PPN: 843163 E*3 E#9 Original Issue Date: July [October 1], 2025 Principal Amount: $[__________] Interest Rate: 5.5206.18% Maturity Date: July 2, 2035 2055 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 April 1 and July 2 October 1 in each year (each, an “Interest Payment Date”), commencing January 2April 1, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 March 15 or June 16September 15, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Sixth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B2025C” (sometimes referred to herein as the “Series 2025B 2025C Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025, and that Sixth Supplemental Indenture dated as of [October 1], 2025 (the “Fifth Sixth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B 2025C Bonds may be issued pursuant to the Fifth Sixth Supplemental Indenture. This Bond is a “Series 2025B2025C, Tranche B Bond.” The Series 2025B2025C, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 100,000,000 (except for Series 2025B2025C, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B2025C, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B2025C, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Sixth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B 2025C Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B2025C, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B 2025C Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B2025C, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B2025C, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B2025C, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B2025C, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Centerpoint Energy Inc)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B2023B, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company AmericasDEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Authorized Officer Date of Authentication: [END OF FORM OF BOND]” PART IB FORM OF SERIES 2023B, TRANCHE B BONDS The form of the definitive registered bond of the Series 2025B2023B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: “[form of Series 2023B, Tranche B Bond] THIS BOND (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS BOND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. No.: R-2025B-B-[_] 2023B PPN: 843163 E*3 Original Issue DateC*5 ORIGINAL ISSUE DATE: July 1October 13, 2025 Principal Amount2023 PRINCIPAL AMOUNT: $[__________] Interest RateINTEREST RATE: 5.5205.91% Maturity DateMATURITY DATE: July 2October 15, 2035 Redemption Terms2030 REDEMPTION TERMS, if anyIF ANY: As described below. Other TermsOTHER TERMS: As described below. Southern Indiana Gas and Electric CompanySOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars DOLLARS on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 April 15 and July 2 October 15 in each year (each, an “Interest Payment Date”), commencing January 2April 15, 20262024, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 April 1 or June 16, October 1 as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as the “Series 2025B Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Eighth Supplemental Indenture, dated as of February 14, 2017 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $850,000,000 in aggregate principal amount. This Security is not redeemable prior to April 14, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is February 8, 2017. Prior to January 14, 2027 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on January 14, 2027 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after January 14, Tranche B Bonds which, pursuant 2027 (the date that is three months prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
Sources: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B2024A, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company AmericasDEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Date of Authentication: [END OF FORM OF BOND] PART IB FORM OF SERIES 2024A, TRANCHE B BONDS The form of the definitive registered bond of the Series 2025B2024A, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: [FORM OF SERIES 2024A, TRANCHE B BOND] No.: R-2025B-B-[_] 2024A PPN: 843163 E*3 D*4 Original Issue Date: July 1August 29, 2025 2024 Principal Amount: $[__________] Interest Rate: 5.5205.28% Maturity Date: July 2September 1, 2035 2036 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 March 1 and July 2 September 1 in each year (each, an “Interest Payment Date”), commencing January 2March 1, 20262025, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 February 15 or June 16, August 15 as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as the “Series 2025B Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B2023A, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company AmericasDEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Date of Authentication: [END OF FORM OF BOND]” PART IB FORM OF SERIES 2023A, TRANCHE B BONDS The form of the definitive registered bond of the Series 2025B2023A, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: “[FORM OF SERIES 2023A, TRANCHE B BOND] No.: R-2025B-B-[_] 2023A PPN: 843163 E*3 Original Issue DateB@4 ORIGINAL ISSUE DATE: July 1March 15, 2025 Principal Amount2023 PRINCIPAL AMOUNT: $[__________] Interest RateINTEREST RATE: 5.5205.04% Maturity DateMATURITY DATE: July 2March 15, 2035 Redemption Terms2033 REDEMPTION TERMS, if anyIF ANY: As described below. Other TermsOTHER TERMS: As described below. Southern Indiana Gas and Electric CompanySOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars DOLLARS on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 March 15 and July 2 September 15 in each year (each, an “Interest Payment Date”), commencing January 2September 15, 20262023, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 March 1 or June 16, September 1 as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth First Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B2023A” (sometimes referred to herein as the “Series 2025B 2023A Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Original Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Original Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2023 (the “Fifth First Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Original Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B 2023A Bonds may be issued in two Tranches; Series 2023A, Tranche A Bonds and Series 2023A, Tranche B Bonds are issued pursuant to the Fifth First Supplemental Indenture. This Bond is a “Series 2025B2023A, Tranche B Bond.” The Series 2025B2023A, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 80,000,000 (except for Series 2025B2023A, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B2023A, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B2023A, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth First Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1March 15, 2025 2023 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B 2023A Bonds listed in Schedule B thereto and is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B2023A, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B 2023A Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B2023A, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B2023A, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B2023A, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B2023A, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B2023B, Tranche A B Bonds designated, described or provided for in the within-mentioned Indenture. Deutsche Bank Trust Company AmericasDEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Date of Authentication: [END OF FORM OF BOND]” PART IC FORM OF SERIES 2023B, TRANCHE C BONDS The form of the definitive registered bond of the Series 2025B2023B, Tranche B C Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: “[form of Series 2023B, Tranche C Bond] THIS BOND (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS BOND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. No.: R-2025B-B-[_] 2023B PPN: 843163 E*3 Original Issue DateC@3 ORIGINAL ISSUE DATE: July 1October 13, 2025 Principal Amount2023 PRINCIPAL AMOUNT: $[__________] Interest RateINTEREST RATE: 5.5206.00% Maturity DateMATURITY DATE: July 2March 15, 2035 Redemption Terms2034 REDEMPTION TERMS, if anyIF ANY: As described below. Other TermsOTHER TERMS: As described below. Southern Indiana Gas and Electric CompanySOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars DOLLARS on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 March 15 and July 2 September 15 in each year (each, an “Interest Payment Date”), commencing January 2March 15, 20262024, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 March 1 or June 16, September 1 as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond is one of a duly authorized issue of bonds of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as the “Series 2025B Bonds”), issued or to be issued under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description of the property mortgaged and pledged and the respective rights of the Company, the Trustee and the holders of bonds in respect thereof, and for a specification of the principal amount of bonds from time to time issuable thereunder and the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Seventh Supplemental Indenture, dated as of November 28, 2016 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,200,000,000 in aggregate principal amount. This Security is not redeemable prior to November 28, 2023 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is November 21, 2016. Prior to September 28, 2023 (the date that is two months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a specification whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of bonds from time the Securities of this series to time issuable thereunder be redeemed, and (ii) the conditions upon which bonds may sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be issued. The Series 2025B Bonds may redeemed that would be issued pursuant due if such Securities matured on September 28, 2023 (not including any portion of payments of interest accrued to the Fifth Supplemental Indenture. This Bond is a date of redemption (the “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited Redemption Date”)) discounted to the aggregate authorized Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration the Securities of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant this series to be redeemed to the Indenture and except for any Series 2025BRedemption Date. On or after September 28, Tranche B Bonds which, pursuant 2023 (the date that is two months prior to the Indenturescheduled maturity date for the Securities), the Securities of this series are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepaymentredemption, in whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of from time to time at a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name redemption price equal to 100% of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall Securities to be computed redeemed, plus accrued and paid on the basis of a 360-day year of twelve 30-day months. Anything in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or unpaid interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forbut excluding, the execution and delivery date of redemption. For purposes of determining the IndentureOptional Redemption Price, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
Appears in 1 contract
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated herein referred to in the within-mentioned Indenture. Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A., as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. By This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust dated as of January 1an Indenture, 2023 (the “Amended and Restated Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” which term shall include any successor trustee as provided in the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 158, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 2002 (herein called the “Fifth Supplemental Base Indenture”), duly executed among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Company to Twenty-Eighth Supplemental Indenture, dated as of February 14, 2017 (the Trustee, “Indenture”)) to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitation of rights, duties and pledged and the respective rights immunities thereunder of the Company, the Guarantor, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for a specification are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,750,000,000 in aggregate principal amount of bonds from time amount. This Security is not redeemable prior to time issuable thereunder and February 13, 2020 (the conditions upon which bonds “Stated Maturity”), except that this Security may be issued. The Series 2025B Bonds may be issued pursuant to the Fifth Supplemental Indenture. This Bond is a “Series 2025B, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Bond Purchase AgreementIndenture; the date specified for the Securities of this series, dated as for purposes of July 1said Section 1108, 2025 (as from time to time amended in accordance with its termsis February 10, the “Bond Purchase Agreement”), among the Company and the purchasers 2015. The Securities of the Series 2025B Bonds listed in Schedule B thereto is this series are subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agentredemption upon not less than 30 nor more than 60 days’ notice by mail, as the case may be, will make required prepayments in respect of this Bond on the dates and in the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in a whole or in part, at the times any time and on the terms specified in the Bond Purchase Agreement, but not otherwise. In the event of a prepayment of this Bond in part only, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the mannerfrom time to time, at the election of the Company, at a redemption price (including any applicable the “Optional Make-Whole AmountRedemption Price”) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition equal to the entire principal amount, any accrued interest and greater of (i) 100% of the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments for this Bond shall be computed of principal and paid interest on the Securities of this series to be redeemed (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis of (assuming a 360-day year consisting of twelve 30-day months. Anything ) at the Treasury Rate plus 12.5 basis points, together with, in the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment)each case, (a) any payment of accrued and unpaid interest on this Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions Securities of this Bond may not series to be changed without redeemed to the consent Redemption Date. For purposes of determining the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Optional Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration forRedemption Price, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond following terms shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.apply:
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Sources: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)
TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Series 2025B, Tranche A Bonds designated, described or provided for Securities of the series designated therein referred to in the within-mentioned Indenture. Deutsche Bank Trust Company Americas, as Trustee By: Date of Authentication: The form of the definitive registered bond of the Series 2025B, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: No.: R-2025B-B-[_] PPN: 843163 E*3 Original Issue Date: July 1, 2025 Principal Amount: $[__________] Interest Rate: 5.520% Maturity Date: July 2, 2035 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, the principal sum of [____________] Dollars on the Maturity Date set forth above, subject to prior redemption, and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on January 2 and July 2 in each year (each, an “Interest Payment Date”), commencing January 2, 2026, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as the principal amount of this Bond is paid in full on the Maturity Date, and if this Bond shall be duly called for redemption, interest shall accrue until, but not including, the redemption date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be the December 16 or June 16, as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. To the extent permitted by law, the Company shall pay interest (a) on any overdue payment of interest and (b) during the continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default Rate (as hereinafter defined). Default Rate means 1% above the Interest Rate stated above. Capitalized terms used but not defined in this Bond that are defined in the Indenture shall have such meanings as provided in the Indenture (as modified by the Fifth Supplemental Indenture referred to below), except that the terms “Event of Default” and “Make-Whole Amount” shall have the respective meanings assigned to such term in the Bond Purchase Agreement. Except as otherwise provided in the Indenture, all payments of principal hereof, Make-Whole Amount, if any, and interest hereon shall be paid at the corporate trust office of the Trustee (as hereinafter defined), or at such other place as the Company shall have designated by written notice to the holder of this Bond as provided in the Bond Purchase Agreement, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private debts. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed as provided in the Indenture. This Bond Security is one of a duly authorized issue of bonds securities of the Company, designated as “Southern Indiana Gas and Electric Company First Mortgage Bonds, Series 2025B” (sometimes referred to herein as called the “Series 2025B BondsSecurities”), issued or and to be issued in one or more series under and equally and ratably secured by that certain Amended and Restated Indenture of Mortgage and Deed of Trust an Indenture, dated as of January 1June 28, 2023 1996 (herein called the “Amended and Restated Indenture”) ), between the Company and Deutsche The Bank of New York Mellon Trust Company AmericasCompany, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank), as trustee (Trustee, herein called the “Trustee,” (which term shall include includes any successor trustee as provided in under the Indenture), as such Amended and Restated Indenture may be amended and supplemented by indentures supplemental thereto from time to time, including that First Supplemental Indenture dated as of March 15, 2023, that Second Supplemental Indenture dated as of October 13, 2023, that Third Supplemental Indenture dated as of August 29, 2024, that Fourth Supplemental Indenture dated as of January 31, 2025, and that Fifth Supplemental Indenture dated as of July 1, 2025 (the “Fifth Supplemental Indenture”), duly executed by the Company to the Trustee, to which the Amended and Restated Indenture and all indentures supplemental thereto (herein sometimes collectively called the “Indenture”) reference is hereby made for a description statement of the property mortgaged respective rights, limitations of rights, obligations, duties and pledged and the respective rights immunities thereunder of the Company, the Trustee and the holders Holders of bonds in respect thereofthe Securities and of the terms upon which the Securities are, and for are to be, authenticated and delivered. The terms of this Security include the covenants and terms established by the Eighth Supplemental Indenture, dated as of September 21, 2012, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of $250,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The Company may, at its option, redeem the Securities in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a specification Redemption Price equal to the greater of (A) 100% of the principal amount of bonds from time to time issuable thereunder the Securities being redeemed and (B) the conditions upon which bonds may be issued. The Series 2025B Bonds may be issued pursuant sum of the present values of the Remaining Scheduled Payments (as defined below) on the Securities being redeemed, discounted to the Fifth Supplemental Indenture. This Bond is Redemption Date, on a “Series 2025Bsemiannual basis, Tranche B Bond.” The Series 2025B, Tranche B Bonds are of similar tenor hereto and are limited to at the aggregate authorized principal amount of $105,000,000 (except for Series 2025B, Tranche B Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series 2025B, Tranche B Bonds pursuant to the Indenture and except for any Series 2025B, Tranche B Bonds which, pursuant to the Indenture, are deemed never to have been authenticated and delivered hereunder). Except as otherwise provided, this Bond is subject to all of the terms, conditions and covenants of the Indenture as supplemented, including by the Fifth Supplemental Indenture and is entitled to the benefits thereof. This Bond is also issued in accordance with the terms of the Bond Purchase Agreement, dated as of July 1, 2025 Treasury Rate (as from time to time amended in accordance with its terms, the “Bond Purchase Agreement”defined below) plus 50 basis points (0.50%), among the Company and the purchasers of the Series 2025B Bonds listed in Schedule B thereto is subject to all of the terms, conditions and covenants of the Bond Purchase Agreement and is entitled to the benefits thereof. The Company or the paying agent, as the case may be, will make required prepayments in respect of this Bond also pay accrued interest on the dates and in Securities being redeemed to the amounts specified in the Bond Purchase Agreement. This Bond is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Bond Purchase Agreement, but not otherwiseRedemption Date. In determining the event of a prepayment of this Bond in part onlyRedemption Price and accrued interest, a new Series 2025B, Tranche B Bond or Bonds for the unpaid portion hereof may interest will be issued in the name of the holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and this Bond. In the event that the principal of this Bond shall have been declared or otherwise become due and payable as described in the preceding sentence then, in addition to the entire principal amount, any accrued interest and the Make-Whole Amount, if any, shall also become due and payable. If an “Event of Default” shall occur and be continuing, the principal of all the Series 2025B Bonds at any such time outstanding under the Bond Purchase Agreement may be declared or may become due and payable, upon the conditions and in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture and the Bond Purchase Agreement. The Indenture and the Bond Purchase Agreement provide that such declarations referred to in the two preceding paragraphs may in certain events be waived by the holders of a majority in principal amount of the relevant bonds Outstanding. Interest payments for this Bond shall be computed and paid calculated on the basis of a 360-day year consisting of twelve 30-day months. Anything in If money sufficient to pay the Bond Purchase Agreement or the Indenture to the contrary notwithstanding (but without limiting the requirement in Section 8.2 Redemption Price of the Bond Purchase Agreement that the notice of any optional prepayment specify a Business Day (as defined in the Bond Purchase Agreement) as the date fixed for such prepayment), (a) any payment of and accrued interest on this Bond that the Securities to be redeemed is due deposited with the Trustee on a date other than a Business Day shall be made or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day and Securities (b) any payment of principal of or Make-Whole Amount on any Bond (including principal due on the Maturity Date of this Bond) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed (but excluding the Business Day on which such payment is made) in the computation of interest payable on such next succeeding Business Day. As more fully described in the Indenture, the Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Series 2025B, Tranche B Bonds (except for certain obligations as specifically set forth in the Indenture) upon a Legal Defeasance as provided in the Indenture. The Series 2025B, Tranche B Bonds are issuable only in registered form, without coupons, in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Series 2025B, Tranche B Bonds are exchangeable for a like aggregate principal amount of Series 2025B, Tranche B Bonds of like tenor and of a different authorized denomination, as requested by the holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the books for the registration and transfer of bonds issued under the Indenture maintained by or on behalf of the Company. Upon surrender of this Bond for registration of transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee portions thereof) called for redemption and any agent of the Company or the Trustee, duly executed by the holder hereof or the attorney in fact of such holder duly authorized in writing, one or more new bonds of like tenor and of authorized denominations and for the same aggregate principal amount Securities will be issued 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 the transfer of registration of this Bond on the registration books maintained by or on behalf of the Company, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Bond is registered as the owner thereof for all purposes, whether or not this Bond is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. As more fully provided in the Indenture, certain of the provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added, without the consent of the holders, while other provisions of the Indenture or bonds issued pursuant thereto may be altered, amended or eliminated, or additional provisions added only with the consent of holders of not less than a majority in aggregate principal amount of the bonds of all series then Outstanding, considered as one class; provided, however, that if there shall be bonds of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds 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 bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the holders of bonds of one or more, but less than all, of such Tranches, then the consent only of the holders of a majority in aggregate principal amount of the Outstanding bonds of all Tranches so directly affected, considered as one class, shall be required. Notwithstanding the foregoing, as provided in the Indenture, certain provisions of this Bond may not be changed without the consent of the holder of this Bond. No recourse shall be had for the payment of the principal of or premium, if any, Make-Whole Amount, if any, or interest, if any, on this Bond, or any part thereof, or for any claim based thereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement under the Indenture, any indenture supplemental thereto or this Bond, against any past, present or future incorporator, stockholder, officer or director, as such, 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 legal or equitable proceeding, penalty or otherwise; it being expressly agreed and understood that this Bond and the obligations evidenced hereby are solely corporate obligations and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness evidenced hereby or under or by reason of any of the obligations, covenants or agreements contained in the Indenture, any supplemental indenture or in this Bond or cease to be implied therefrom or herefrom; and such personal liability, if any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery of the Indenture, as originally executed and delivered, and the issuance of this Bond. This Bond shall be governed by and construed in accordance with the law of the State of New York, except to the extent that the law of any jurisdiction wherein any portion of the Mortgaged and Pledged Property is located shall mandatorily govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged and Pledged Property. Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature of an authorized officer, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposeOutstanding.
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