-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Nq4Hor689sl01pM7ybhV+cLSSAlyDMRWdz4Wl//sgrfiXjUzirHIG1vLARRcQCag gEAd8kfAh9jm/GlAWLOAIA== 0000950109-94-000286.txt : 19940221 0000950109-94-000286.hdr.sgml : 19940221 ACCESSION NUMBER: 0000950109-94-000286 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 REFERENCES 429: 033-50443 FILED AS OF DATE: 19940218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000020290 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 310240030 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52335 FILM NUMBER: 94510687 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST, ROOM 362-ANNEX CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132873852 S-3 1 FORM S-3 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- THE CINCINNATI GAS & ELECTRIC COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 31-0240030 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 513-381-2000 ---------------- WILLIAM L. SHEAFER, TREASURER 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (NAME AND ADDRESS OF AGENT FOR SERVICE) ---------------- COPIES OF ALL COMMUNICATIONS TO: CHARLES S. WHITMAN, III RONAL R. NEWBANKS DAVIS POLK & WARDWELL TAFT, STETTINIUS & HOLLISTER 450 LEXINGTON AVENUE STAR BANK CENTER NEW YORK, NEW YORK 10017 CINCINNATI, OHIO 45202 (COUNSEL FOR THE UNDERWRITERS) (COUNSEL FOR THE REGISTRANT) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of the Registration Statement. ---------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] ---------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE - ------------------------------------------------------------------------------ First Mortgage Bonds...... $300,000,000 100% $300,000,000 $103,448.28
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONSTITUTING A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO THE REMAINING $80,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE $300,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE REGISTRANT'S FIRST MORTGAGE BONDS, SUCH BONDS HAVING BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 BY REGISTRATION STATEMENT NO. 33-50443. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS The Cincinnati Gas & Electric Company FIRST MORTGAGE BONDS --------------- THE CINCINNATI GAS & ELECTRIC COMPANY INTENDS FROM TIME TO TIME TO ISSUE UP TO $380,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS FIRST MORTGAGE BONDS (NEW BONDS) IN ONE OR MORE SERIES ON TERMS TO BE DETERMINED AT THE TIME OR TIMES OF SALE. FOR EACH ISSUE OF THE NEW BONDS FOR WHICH THIS PROSPECTUS IS BEING DELIVERED (OFFERED BONDS), THERE IS AN ACCOMPANYING PROSPECTUS SUPPLEMENT (PROSPECTUS SUPPLEMENT) THAT SETS FORTH THE AGGREGATE PRINCIPAL AMOUNT, MATURITY, RATE AND TIME OF PAYMENT OF INTEREST, PURCHASE PRICE, ANY TERMS FOR REDEMPTION AND ANY OTHER SPECIAL TERMS OF THE OFFERED BONDS. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- CG&E may sell the New Bonds through underwriters, dealers or agents, or directly to one or a limited number of purchasers. The Prospectus Supplement will set forth the names of underwriters, dealers or agents, if any, any applicable commissions or discounts and the net proceeds to CG&E from the sale of the Offered Bonds. February , 1994 THE CINCINNATI GAS & ELECTRIC COMPANY (CG&E) IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 (EXCHANGE ACT) AND ACCORDINGLY FILES REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONCERNING DIRECTORS AND OFFICERS, THEIR REMUNERATION, AND ANY MATERIAL INTEREST OF SUCH PERSONS IN TRANSACTIONS WITH CG&E, AS OF PARTICULAR DATES, IS DISCLOSED IN PROXY STATEMENTS DISTRIBUTED TO CG&E'S SHAREHOLDERS AND FILED WITH THE COMMISSION. SUCH REPORTS, PROXY STATEMENTS, AND OTHER INFORMATION CAN BE INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE COMMISSION AT ROOM 1024, 450 FIFTH STREET, N.W., WASHINGTON, D.C.; SUITE 1400, CITICORP CENTER, 500 WEST MADISON STREET, CHICAGO, ILLINOIS; AND SEVEN WORLD TRADE CENTER, 13TH FLOOR, NEW YORK, N.Y. COPIES OF SUCH MATERIAL CAN ALSO BE OBTAINED AT PRESCRIBED RATES FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT ITS PRINCIPAL OFFICE AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. SUCH MATERIAL CAN ALSO BE INSPECTED AT THE OFFICES OF THE NEW YORK STOCK EXCHANGE, THE CHICAGO STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE, AND THE CINCINNATI STOCK EXCHANGE. CG&E'S PRINCIPAL EXECUTIVE AND BUSINESS OFFICE IS LOCATED AT 139 EAST FOURTH STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000). ---------------- NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CG&E OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ---------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated in this Prospectus by reference the following documents heretofore filed with the Securities and Exchange Commission: 1. CG&E's Annual Report on Form 10-K for the year ended December 31, 1992 filed pursuant to the Exchange Act, as amended and supplemented by a Form 10-K/A filed on November 29, 1993. 2. CG&E's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and September 30, 1993 filed pursuant to the Exchange Act. 3. CG&E's Current Reports on Form 8-K dated March 3, 1993 (the financial information for CG&E included therein has been superseded by financial information for CG&E included in its Forms 10-K and 10-K/A for the year ended December 31, 1992), March 15, 1993, July 2, 1993, September 8, 1993, October 20, 1993 and October 26, 1993. All documents filed by CG&E pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference herein or in the Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. CG&E HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO MR. WILLIAM L. SHEAFER, TREASURER, THE CINCINNATI GAS & ELECTRIC COMPANY, 139 EAST FOURTH STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000). 2 THE COMPANY CG&E (incorporated in Ohio in 1837) and its subsidiaries are primarily engaged in providing electric and gas service in the southwestern portion of Ohio and adjacent areas in Kentucky and Indiana. The area served with electricity or gas, or both, covers approximately 3,000 square miles with an estimated population of 1.8 million and includes the cities of Cincinnati and Middletown in Ohio, Covington and Newport in Kentucky, and Lawrenceburg in Indiana. USE OF PROCEEDS The net proceeds after underwriting commissions and estimated expenses from the sale of the New Bonds will be used for general corporate purposes, including additional construction. Reference is made to the Prospectus Supplement for the use of the net proceeds from the sale of the Offered Bonds. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for each of the years ended December 31, 1989 through 1993 were 3.20, 2.84, 2.45, 2.57 and 1.48, respectively. DESCRIPTION OF NEW BONDS The New Bonds will be issued in one or more series under the First Mortgage dated as of August 1, 1936 between CG&E and The Bank of New York, Trustee, as supplemented to date and as proposed to be supplemented by one or more supplemental indentures (the Mortgage). The New Bonds may be presented for transfer or exchange at the office of the Trustee, 101 Barclay Street, New York, New York. The statements herein concerning the New Bonds and the Mortgage are merely an outline and do not purport to be complete. They are qualified in their entirety by the provisions of the Mortgage, to which reference is hereby made. The New Bonds will be limited to a principal amount of $380,000,000. Reference is made to the Prospectus Supplement relating to any particular issue of Offered Bonds for the following terms: (i) the aggregate principal amount of the Offered Bonds; (ii) the date or dates on which such Offered Bonds mature; (iii) the rate or rates per annum at which such Offered Bonds will bear interest; (iv) the times at which such interest will be payable; (v) the redemption terms of such Offered Bonds; and (vi) any other special terms. Interest will be paid to registered holders of record on the applicable record date as established in the supplemental indenture relating to the Offered Bonds. Each record date for the payment of interest will be the first day of the month for an interest payment date occurring on the fifteenth day of the same month or the fifteenth day of the month for an interest payment date occurring on the first day of the following month. Both principal and interest will be payable by check in New York, N.Y. Unless otherwise specified in the Prospectus Supplement, the New Bonds will be issued only in fully registered form in denominations of $1,000 and integral multiples thereof. The New Bonds may be exchanged without charge for New Bonds of other denominations, unless otherwise specified in the Prospectus Supplement. The New Bonds are not entitled to the benefits of an Improvement and Sinking Fund. MAINTENANCE AND REPLACEMENT FUND The New Bonds are not entitled to the benefits of a Maintenance and Replacement Fund. However, with respect to all series of Bonds issued prior to 1976, the Mortgage provides that CG&E will pay to the Trustee on or before April 30 of each year, in cash or principal amount of Bonds of any series issued under 3 the Mortgage (Bonds), an amount equal to the minimum provision for depreciation for the preceding calendar year, less 100% of the cost of unfunded property additions which it may desire to deduct in satisfaction thereof. The minimum provision for depreciation consists of (1) 15% of operating revenues derived from the operation of CG&E's plant and properties after deducting the cost of purchased electricity and gas and rentals paid for the use of property owned by others and leased to or operated by CG&E and the maintenance of which and depreciation on which are borne by the owners, less (2) expenditures for maintenance and repairs. CG&E has covenanted to maintain its properties in thorough repair, working order and condition, and to provide adequate reserves for depreciation. SECURITY The New Bonds will be secured by the Mortgage equally and ratably with all other Bonds now or hereafter issued under the Mortgage. The Mortgage constitutes, in the opinion of Taft, Stettinius & Hollister, counsel for CG&E, a first mortgage lien on all of the real estate, the personal property and franchises of CG&E, subject to excepted encumbrances as defined therein and except as hereinafter stated. There are also excepted from the lien (1) except in case of a Completed Default, as defined (followed by a taking possession of the mortgaged property), revenues, earnings, rents, issues, income and profits of the mortgaged property, cash, bills, notes and accounts receivable, contracts and choses in action, materials, supplies and construction equipment; and (2) in any case, bonds, notes, evidences of indebtedness, shares of stock and other securities, except such as may be specifically subjected to the lien thereof. The principal properties in which CG&E has undivided interests are not subject to partition of such interests for at least twenty-one years. The Mortgage contains provisions which subject after-acquired property (subject to pre-existing liens) to the lien thereof. These provisions may not be effective as to property acquired subsequent to the filing of a case with respect to CG&E under the federal Bankruptcy Reform Act of 1978, which became effective October 1, 1979. Certain covenants prohibiting the disposition by CG&E of equity securities of, and limiting the creation of indebtedness by, subsidiaries other than CG&E's Kentucky subsidiary, The Union Light, Heat and Power Company (Union Light), applicable in respect of certain outstanding Bonds will not apply in respect of the New Bonds. ISSUANCE OF ADDITIONAL BONDS Additional Bonds in one or more series may be issued in principal amounts equal to (1) 60% of the cost or the then fair value to CG&E (whichever shall be less) of unfunded property additions acquired, made or constructed subsequent to September 30, 1945, less the excess, if any, of retirements over the minimum provision for depreciation, (2) the principal amount of Bonds previously issued under the Mortgage and retired (otherwise than under a sinking fund and in certain other cases) or deposited with the Trustee for retirement, or (3) amounts of cash deposited with the Trustee, which cash may be withdrawn as CG&E becomes entitled to the issuance of further amounts of Bonds. The supplemental indentures relating to the New Bonds will provide that, at any time when no Bonds of any Series created prior to 1986 are outstanding, CG&E may amend the Mortgage without the consent of holders of then outstanding Bonds to increase the 60% figure of unfunded property additions referred to in clause (1) of the preceding sentence to 66 2/3%. Bonds may be issued upon the basis of property additions and cash deposits only if net earnings (as defined in Section 5 of Article Five of the Mortgage) for any 12 consecutive calendar months within the 15 calendar months immediately preceding such issuance are at least twice the annual interest charges on all outstanding indebtedness having an equal or prior lien, including the additional issue. For the 12 months ended December 31, 1993, based on bonds outstanding on that date, such coverage was sufficient to issue the entire amount of the New Bonds. No Bonds may be issued against property additions if (1) prior lien bonds outstanding against such property additions exceed 35% of the cost or fair value (whichever shall be less) of such property additions, or (2) the aggregate principal amount of all prior lien bonds exceeds 15% of the principal amount of all Bonds issued and outstanding under the Mortgage plus Bonds proposed to be issued. 4 The New Bonds will be issued on the basis of unfunded property additions or against the retirement of Bonds. MODIFICATIONS OF THE MORTGAGE The rights and obligations of CG&E and of the Bondholders may be modified only with the consent of the holders of at least 75% in principal amount of the Bonds then outstanding and affected thereby. No such modification shall extend the maturity of or reduce the rate of interest on or otherwise modify the terms of payment of principal or interest on any Bond without the express consent of the holder of such Bond or permit the creation of any lien ranking prior to or equal with the lien of the Mortgage on any of the mortgaged property. The supplemental indentures relating to the New Bonds will provide that, at any time when no Bonds of any Series created prior to 1986 are outstanding, CG&E may amend the Mortgage without the consent of holders of then outstanding Bonds to reduce the 75% figure in principal amount of Bonds referred to in the first sentence of this paragraph to 66 2/3%. Notice of a proposed modification must be published in newspapers of general circulation in New York, New York and Cincinnati, Ohio and the Mortgage provides that the modification must be consented to in writing within twelve months after the first publication of such notice. The Twelfth Supplemental Indenture and all subsequent supplemental indentures provide that CG&E may, without the consent of holders of Bonds issued under such supplemental indentures, amend the Mortgage to remove this time limitation and to provide that any consent of holders of a particular Series of Bonds may be evidenced by the supplemental indenture establishing the terms and provisions of such Bonds. The supplemental indentures relating to the New Bonds will contain similar provisions. However, such an amendment would have to be approved by the consent of holders of 75% of any outstanding Bonds issued under supplemental indentures prior to the Twelfth Supplemental Indenture. REDEMPTION The New Bonds may be redeemable in whole or in part at the election of CG&E on 30 days' notice. Reference is made to the Prospectus Supplement for the redemption terms of the Offered Bonds. In the event that CG&E elects to redeem less than all of the New Bonds, the New Bonds to be redeemed will be drawn by lot in such manner as the Trustee may elect. EVENTS OF DEFAULT A Completed Default is defined in the Mortgage as being: default in payment of principal; default for 90 days in payment of any interest; default for 90 days in making any Improvement and Sinking Fund or Maintenance and Replacement Fund payment; default in certain cases in payment of interest or principal of outstanding prior lien bonds beyond the period of grace specified in the Mortgage or other lien constituting a prior lien; default for 90 days after notice in the performance of any other covenants in the Mortgage; and certain events of bankruptcy, insolvency, or reorganization. The Mortgage provides that the Trustee may withhold notice to the Bondholders of any default (except in payment of principal of, or interest on the Bonds, or in making any Improvement and Sinking Fund or Maintenance and Replacement Fund payment) if the Trustee considers it in the interest of the Bondholders to do so. The Mortgage provides that, if a Completed Default specified therein shall have occurred, either the Trustee or the holders of 25% in principal amount of the Bonds then outstanding may declare the principal of and accrued interest on all the Bonds to be due and payable, but in certain cases the holders of a majority in principal amount of the Bonds then outstanding may annul such declaration and its consequences, and may waive past defaults if the mortgage agreements in respect to which the default occurred have been fully performed and all arrears of interest, principal of any Bonds then due, and Trustee's expenses have been paid. Evidence of compliance with certain conditions and covenants of the Mortgage is periodically furnished by CG&E. 5 The holders of a majority in principal amount of the Bonds at the time outstanding will have the right to direct the method and place of conducting any proceeding for any sale, foreclosure, or other proceeding under the Mortgage, and the right to direct the Trustee to exercise any trust or power with respect to entry or sale conferred on the Trustee, provided that such direction is in accordance with the Mortgage and applicable law and such holders offer to the Trustee indemnity satisfactory to it against its costs, expenses, and liabilities. Subject to the right of any holder to enforce the payment of the principal of and interest on his Bonds at and after the maturity thereof, no holder of any Bond shall have any right to institute any proceeding to enforce the Mortgage unless such holder shall have previously given the Trustee notice of a Completed Default and unless also the holders of at least 25% in principal amount of the Bonds then outstanding have (i) made written request to the Trustee, (ii) offered the Trustee reasonable opportunity to exercise its powers or institute action in its own name, and (iii) offered to the Trustee indemnity satisfactory to it against its costs, expenses, and liabilities. CONCERNING THE TRUSTEE The Bank of New York is the Trustee under the Mortgage. It is also Trustee under the mortgage indenture covering outstanding First Mortgage Bonds of Union Light. The Bank of New York makes loans to CG&E, acts as depositary for funds of, and performs other services for CG&E and Union Light in the normal course of business. PLAN OF DISTRIBUTION CG&E may sell the New Bonds in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the Offered Bonds sets forth the terms of the offering of the Offered Bonds, including the name or names of any underwriters, dealers or agents, the purchase price of such Offered Bonds and the proceeds to CG&E from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, the New Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters with respect to a particular Underwritten Offering of Offered Bonds will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. In connection with the sale of Offered Bonds, the underwriters may receive compensation from CG&E or from purchasers in the form of discounts, concessions or commissions. The underwriters will be, and any dealers participating in the distribution of the Offered Bonds may be, deemed to be underwriters within the meaning of the Securities Act of 1933. CG&E has agreed to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933. The underwriting agreement pursuant to which any Offered Bonds are to be sold will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to purchase all of the Offered Bonds if any are purchased. Offered Bonds may be sold directly by CG&E or through agents designated by CG&E from time to time. The Prospectus Supplement sets forth the name of any agent involved in the offer or sale of the Offered Bonds in respect of which the Prospectus Supplement is delivered as well as any commissions payable by CG&E to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. 6 If so indicated in the Prospectus Supplement, CG&E will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase Offered Bonds from CG&E at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. STATEMENT CONCERNING EXPERTS The statements made in CG&E's Annual Report on Form 10-K for the year ended December 31, 1992 under "Rate Matters", "Regulation" and "Environmental Matters", under "OTHER INFORMATION--Environmental Matters" in Part II of CG&E's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (which documents are incorporated in this Prospectus by reference), and under "Description of New Bonds" in this Prospectus, have been reviewed by Taft, Stettinius & Hollister, counsel for CG&E. The statements therein as to matters of law and legal conclusions are made on the authority of that firm as experts. The members and associates of the firm and their immediate families own directly or indirectly an aggregate of 6,926 shares of CG&E's Common Stock and 1,940 shares of CG&E's Preferred Stock. The consolidated balance sheet and schedules of common shareholders' equity and cumulative preferred shares and long-term debt of CG&E and subsidiaries as of December 31, 1992 and 1991 and the related consolidated statements of income, changes in common shareholders' equity, and cash flows and schedule of taxes for each of the three years in the period ended December 31, 1992, included in CG&E's Annual Report on Form 10-K for the year ended December 31, 1992, as amended, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. The consolidated financial statements of PSI Resources, Inc. included in CG&E's Current Report on Form 8-K dated March 3, 1993, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Reference is made to said report dated January 27, 1993, on the consolidated financial statements which includes explanatory paragraphs that describe the litigation and rate appeals described in Notes 3 and 4, respectively, to the consolidated financial statements therein. LEGAL OPINIONS The legality of the New Bonds will be passed upon for CG&E by Taft, Stettinius & Hollister, Star Bank Center, Cincinnati, Ohio 45202, and for the Underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, who may rely as to matters of Ohio law on the opinion of Taft, Stettinius & Hollister or other Ohio counsel. In the past, Davis Polk & Wardwell has acted as counsel in certain matters for CG&E. 7 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. CG&E estimates that expenses to be incurred and borne by it in connection with the proposed sale of the First Mortgage Bonds to be registered are as follows:
ITEM AMOUNT ---- -------- Registration Fee................................................ $103,448 Rating Agencies Fees............................................ 165,000 Printing........................................................ 30,000 Engraving....................................................... 15,000 Trustee's Fees and Expenses..................................... 100,000 Legal Fees...................................................... 50,000 Accounting Fees................................................. 45,000 Blue Sky and Legal Investment Expenses.......................... 30,000 Other........................................................... 21,552 -------- Total...................................................... $560,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at its request as a director, trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person is determined under the procedure described in the Section to have (a) acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and (b) had no reasonable cause to believe the conduct was unlawful in the case of any criminal action or proceeding. However, with respect to expenses actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the corporation to procure a judgment in its favor, no indemnification is to be made (i) in respect of any claim, issue, or matter as to which such person was adjudged liable for negligence or misconduct in the performance of such person's duty to the corporation unless, and only to the extent that, it is determined by the court upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper, or (ii) in respect of any action or suit in which the only liability asserted against a director is in connection with the alleged making of an unlawful loan, dividend or distribution of corporate assets. The Section also provides that such person shall be indemnified against expenses actually and reasonably incurred by the person to the extent successful in defense of the actions referred to above, or in defense of any claim, issue, or matter therein. CG&E's Regulations contain substantially the same provisions except that indemnity under the statute is made mandatory as to directors and officers by the Regulations. CG&E maintains an insurance policy covering its directors and officers against certain civil liabilities, including liabilities under the Securities Act of 1933. The underwriters, dealers or agents, if any, will agree under certain circumstances to indemnify the directors and certain officers of CG&E against certain civil liabilities, principally liabilities under the Securities Act of 1933. II-1 ITEM 16. EXHIBITS. The following exhibits are filed as part of the Registration Statement:
EXHIBIT NO. ------- *1 --Form of Underwriting Agreement (filed as Exhibit 1 to Registration Statement No. 33-45115) *2-A-1 --Amended and Restated Agreement and Plan of Reorganization by and among CG&E, PSI Resources, Inc., PSI Energy, Inc., CINergy Corp. and CINergy Sub, Inc., dated as of December 11, 1992, as amended on July 2, 1993 and as of September 10, 1993 (filed as Annex A to Amendment No. 3 to Registration Statement No. 33-59964 on Form S-4) *2-A-2 --Form of CG&E Stock Option Agreement by and between CG&E and PSI Resources, Inc. dated December 11, 1992 (filed as Exhibit 28 to Form 8-K dated December 11, 1992) *2-A-3 --Form of PSI Stock Option Agreement by and among CG&E, PSI Resources, Inc. and PSI Energy, Inc. dated December 11, 1992 (filed as Exhibit 28 to Form 8-K dated December 11, 1992) *2-A-4 --Letter Agreement between CG&E and PSI Resources, Inc. dated August 13, 1993 (filed as Exhibit 28 to Amendment No. 10 to Schedule 14D-9 dated August 16, 1993) *4-A-1 --Copy of Indenture between CG&E and The Bank of New York dated as of August 1, 1936 (filed as Exhibit B-2 to Registration Statement No. 2-2374) 4-A-2 --(This space has been left blank intentionally) 4-A-3 --(This space has been left blank intentionally) 4-A-4 --(This space has been left blank intentionally) 4-A-5 --(This space has been left blank intentionally) 4-A-6 --(This space has been left blank intentionally) *4-A-7 --Copy of Tenth Supplemental Indenture between CG&E and The Bank of New York dated as of July 1, 1967 (filed as Exhibit 2-B-11 to Registration Statement No. 2-26549) *4-A-8 --Copy of Eleventh Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1969 (filed as Exhibit 2-B-12 to Registration Statement No. 2-32063) *4-A-9 --Copy of Twelfth Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1970 (filed as Exhibit 2-B-13 to Registration Statement No. 2-38551) *4-A-10 --Copy of Thirteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 1, 1971 (filed as Exhibit 2- B-14 to Registration Statement No. 2-41974) *4-A-11 --Copy of Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972 (filed as Exhibit 2- B-15 to Registration Statement No. 2-60961) *4-A-12 --Copy of Fifteenth Supplemental Indenture between CG&E and The Bank of New York dated as of August 1, 1973 (filed as Exhibit 2-B-16 to Registration Statement No. 2-60961) 4-A-13 --(This space has been left blank intentionally) 4-A-14 --(This space has been left blank intentionally) *4-A-15 --Copy of Eighteenth Supplemental Indenture between CG&E and The Bank of New York dated as of October 15, 1976 (filed as Exhibit 2- B-19 to Registration Statement No. 2-57243) *4-A-16 --Copy of Nineteenth Supplemental Indenture between CG&E and The Bank of New York dated as of April 15, 1978 (filed as Exhibit 1 to Form 10-Q for the quarter ended June 30, 1978) 4-A-17 --(This space has been left blank intentionally) 4-A-18 --(This space has been left blank intentionally) 4-A-19 --(This space has been left blank intentionally) 4-A-20 --(This space has been left blank intentionally) 4-A-21 --(This space has been left blank intentionally) *4-A-22 --Copy of Twenty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1985 (filed as Exhibit 4- A-20 to Form 10-K for the year ended December 31, 1985)
- -------- * The exhibits with an asterisk have been filed with the SEC and are incorporated herein by reference. II-2
EXHIBIT NO. ------- 4-A-23 --(This space has been left blank intentionally) 4-A-24 --(This space has been left blank intentionally) 4-A-25 --(This space has been left blank intentionally) *4-A-26 --Copy of Twenty-ninth Supplemental Indenture between CG&E and The Bank of New York dated as of June 15, 1989 (filed as Exhibit 4-A to Form 10-Q for the quarter ended June 30, 1989) *4-A-27 --Copy of Thirtieth Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1990 (filed as Exhibit 4-A to Form 10-Q for the quarter ended June 30, 1990) *4-A-28 --Copy of Thirty-first Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1990 (filed as Exhibit 4- A-21 to Form 10-K for the year ended December 31, 1990) *4-A-29 --Copy of Thirty-second Supplemental Indenture between CG&E and The Bank of New York dated as of December 15, 1991 (filed as Exhibit 4- A-29 to Registration Statement No. 33-45115) *4-A-30 --Copy of Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992 (filed as Exhibit 4- A-30 to Registration Statement No. 33-53578) *4-A-31 --Copy of Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993 (filed as Exhibit 4-A to Form 10-Q for the quarter ended September 30, 1993) 4-A-32 --Copy of Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994 4-A-33 --Copy of Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994 *4-A-34 --Form of proposed Supplemental Indenture between CG&E and The Bank of New York (filed as Exhibit 4-A-27 to Registration Statement No. 33-34889) 5 --Opinion of Taft, Stettinius & Hollister as to legality of the New Bonds 12 --Computation of ratio of earnings to fixed charges (Consolidated) 23-A --Consent of Taft, Stettinius & Hollister (included in their opinion filed as Exhibit 5) 23-B-1 --Consent of Arthur Andersen & Co., Cincinnati, Ohio (see page II-7) 23-B-2 --Consent of Arthur Andersen & Co., Indianapolis, Indiana (see page II-8) 24-A --Power of Attorney (set forth on page II-5) 24-B --Certified copy of resolution of CG&E's Board of Directors 25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York
- -------- * The exhibits with an asterisk have been filed with the SEC and are incorporated herein by reference. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; II-3 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ---------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 of this Registration Statement, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person signing below constitutes William L. Sheafer, James J. Mayer and C. Robert Everman, and each of them, with full power to act without the others, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, in any capacity, to sign any amendment to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto the attorneys-in-fact and agents, and each of them, full authority to do each act necessary to be done, as fully to all purposes as he might do in person, hereby ratifying all that the attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. ---------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, The Cincinnati Gas & Electric Company, a corporation organized and existing under the laws of Ohio, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cincinnati and State of Ohio on the 16th day of February, 1994. THE CINCINNATI GAS & ELECTRIC COMPANY /s/ Jackson H. Randolph By___________________________________ (JACKSON H. RANDOLPH, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. (i) Principal Executive Officer: Chairman of theBoard, President and Chief /s/ Jackson H. Randolph Executive Officer February 16, 1994 - -------------------------------------- (JACKSON H. RANDOLPH) (ii) Principal Financial Officer: Senior Vice-President-- /s/ C. R. Everman Finance February 16, 1994 - ------------------------------------- (C. R. EVERMAN) (iii) Principal Accounting Officer: /s/ Daniel R. Herche Controller February 16, 1994 - ------------------------------------- (DANIEL R. HERCHE) II-5 (iv) A Majority of the Board of Directors: /s/ NEIL A. ARMSTRONG --------------------------------- February 16, 1994 (Neil A. Armstrong) /s/ OLIVER W. BIRCKHEAD --------------------------------- February 16, 1994 (Oliver W. Birckhead) /s/ CLEMENT L. BUENGER --------------------------------- February 16, 1994 (Clement L. Buenger) /s/ C. R. EVERMAN --------------------------------- February 16, 1994 (C. R. EVERMAN) /s/ GEORGE C. JUILFS --------------------------------- February 16, 1994 (GEORGE C. JUILFS) /s/ THOMAS E. PETRY --------------------------------- February 16, 1994 (Thomas E. Petry) /s/ JACKSON H. RANDOLPH --------------------------------- February 16, 1994 (Jackson H. Randolph) --------------------------------- February 16, 1994 (Jane L. Rees) /s/ JOHN J. SCHIFF, Jr. --------------------------------- February 16, 1994 (John J. Schiff, JR.) /s/ DUDLEY S. TAFT --------------------------------- February 16, 1994 (Dudley S. Taft) /s/ OLIVER W. WADDELL --------------------------------- February 16, 1994 (Oliver W. Waddell) II-6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 25, 1993 (except with respect to Note 5 as to which the date is November 15, 1993), included in the Annual Report on Form 10-K for the year ended December 31, 1992, as amended, of The Cincinnati Gas & Electric Company, filed pursuant to the Securities Exchange Act of 1934, and to all references to our Firm included in this Registration Statement. Arthur Andersen & Co. Cincinnati, Ohio, February 16, 1994. II-7 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 27, 1993, on the consolidated financial statements of PSI Resources, Inc. included in The Cincinnati Gas & Electric Company's Current Report on Form 8-K dated March 3, 1993, and to all references to our firm included in this Registration Statement. Arthur Andersen & Co. Indianapolis, Indiana, February 16, 1994. ---------------- The consent of Counsel named as experts is included in their opinion being filed as an Exhibit to the Registration Statement. II-8 EX-4.A32 2 35TH SUPPLEMENTAL INDENTURE EXHIBIT 4-A-32 THE CINCINNATI GAS & ELECTRIC COMPANY and THE BANK OF NEW YORK Trustee --------------- Thirty-fifth Supplemental Indenture --------------- Dated as of January 1, 1994 THE CINCINNATI GAS & ELECTRIC COMPANY Thirty-fifth Supplemental Indenture Dated as of January 1, 1994 ------------------ TABLE OF CONTENTS PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Form of Bonds of Series A Due 2024. . . . . . . . . . . . . . 4 Form of Trustee's Certificate on Bonds, Series A Due 2024 . . 8 Form of Bonds of Series B Due 2024. . . . . . . . . . . . . . 9 Form of Trustee's Certificate on Bonds, Series B Due 2024 . . 13 Form of Bonds of Series C Due 2024. . . . . . . . . . . . . . 14 Form of Trustee's Certificate on Bonds, Series C Due 2024 . . 18 ARTICLE ONE BONDS OF SERIES DUE 2024 AND ISSUE THEREOF SECTION 1. Series and Form of Bonds of Series Due 2024 . . . . . 19 SECTION 2. Issue of Bonds of Series Due 2024 . . . . . . . . . . 19 SECTION 3. Dates, Interest, etc., of Bonds of Series 2024. . . . 20 SECTION 4. Denominations and Exchangeability of Bonds of Series Due 2024. . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 5. Redemption of Bonds of Series Due 2024 and Redemption Prices . . . . . . . . . . . . . . . . . . 21 SECTION 6. [This space left blank intentionally] . . . . . . . . 24 SECTION 7. Absence of Maintenance and Replacement Fund . . . . . 24 SECTION 8. Surrender of Bonds. . . . . . . . . . . . . . . . . . 24 SECTION 9. Notice of Redemption of Bonds of Series Due 2024. . . 25 ARTICLE TWO COVENANTS OF THE COMPANY SECTION 1. Confirmation of Covenants by Company in First Mortgage. . . . . . . . . . . . . . . . . . . . . . . 26 SECTION 2. Covenants with Respect to Subsidiaries. . . . . . . . 26 ARTICLE THREE AMENDMENT OF ARTICLE ONE, ARTICLE FIVE, ARTICLE ELEVEN, AND ARTICLE EIGHTEEN OF THE FIRST MORTGAGE AS AMENDED SECTION 1. Amendment to Section 5 of Article One . . . . . . . . 28 SECTION 2. Reservation of Right to Amend Mortgage without consent of Certain Bondholders. . . . . . . . . . . . 28 ARTICLE FOUR MISCELLANEOUS SECTION 1. Thirty-fifth Supplemental Indenture to Form Part of First Mortgage. . . . . . . . . . . . . . . . . . . . . . . 29 SECTION 2. Definitions in First Mortgage Shall Apply to Thirty-fifth Supplemental Indenture. . . . . . . . . . . . . . . . 29 SECTION 3. Execution in Counterparts . . . . . . . . . . . . . . 30 THIRTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1994, between The Cincinnati Gas & Electric Company, a corporation of the State of Ohio (the Company), and The Bank of New York, a corporation of the State of New York (the Trustee), as Trustee. WHEREAS, the Company has executed and delivered to the Trustee a certain Indenture, dated as of August 1, 1936 (the First Mortgage), to secure the payment of the principal of and interest on an issue of bonds of the Company, unlimited in aggregate principal amount (the Bonds); WHEREAS, Article Two of the First Mortgage provides that the Bonds may be issued in series, and Article Eighteen of the First Mortgage as amended provides that the Company and the Trustee may from time to time enter into one or more indentures supplemental to the First Mortgage for the purpose of establishing the terms and provisions of any series of Bonds other than the initial series; WHEREAS, the Company and the Trustee have amended and supplemented the First Mortgage by means of thirty-four supplemental indentures (the First Mortgage as amended) under the Tenth, Eleventh, Twelfth, Thirteenth, Fifteenth, Eighteenth, Nineteenth, Twenty-fourth, Twenty-fifth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third and Thirty-fourth of which there are Bonds now outstanding; WHEREAS, the Company, pursuant to resolutions duly adopted by the Finance Committee of its Board of Directors at a duly called and held meeting, has approved the form, terms, and provisions of this Thirty-fifth Supplemental Indenture and authorized its execution for the purpose of creating under the First Mortgage as amended and this Thirty-fifth Supplemental Indenture three new series of First Mortgage Bonds designated as the First Mortgage Bonds, 5.45% Series A Due 2024 (the Bonds of Series A Due 2024), the First Mortgage Bonds, 5.45% Series B Due 2024 (the Bonds of Series B Due 2024), and the First Mortgage Bonds, 5-1/2% Series C Due 2024 (the Bonds of Series C Due 2024); WHEREAS, the Bonds of Series A Due 2024 are to be issued by the Company to the Ohio Water Development Authority (the Water Authority) to evidence and secure the obligation of the Company to repay the loan of the proceeds of the sale of the Water Bonds (as hereinafter defined) made by the Water Authority to the Company, pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the Water Authority and the Company (the Water Agreement), to assist in the refunding of revenue bonds originally issued by the Water Authority to finance the Company's portion of the costs of certain waste water and solid waste facilities, which loan by the Water Authority is to be funded with proceeds derived from the sale by the Water Authority of State of Ohio Collateralized Water Development Revenue Refunding Bonds, 1994 Series A (The Cincinnati Gas & Electric Company Project) in the aggregate principal amount of $21,400,000 (the Water Bonds); WHEREAS, the Bonds of Series B Due 2024 are to be issued by the Company to the Ohio Air Quality Development Authority (the Air Authority) to evidence and secure the obligation of the Company to repay the loan of the proceeds of the sale of the Air Bonds (as hereinafter defined) made by the Air Authority to the Company, pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the Air Authority and the Company (the Air Agreement), to assist in the refunding of revenue bonds originally issued by the Air Authority to finance the Company's portion of the costs of certain air quality facilities, which loan by the Air Authority is to be funded with proceeds derived from the sale by the Air Authority of State of Ohio Collateralized Air Quality Development Revenue Refunding Bonds, 1994 Series B (The Cincinnati Gas & Electric Company Project) in the aggregate principal amount of $25,300,000 (the Air Bonds); WHEREAS, the Bonds of Series C Due 2024 are to be issued by the Company to the County of Boone, Kentucky (the County) to evidence and secure the obligation of the Company to repay the loan of the proceeds of the sale of the County Bonds (as hereinafter defined) made by the County to the Company, pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the County and the Company (the County Agreement), to assist in the refunding of revenue bonds originally issued by the County to finance the Company's portion of the costs of certain pollution control facilities, which loan by the County is to be funded with proceeds derived from the sale by the County of its Collateralized Pollution Control Revenue Refunding Bonds, 1994 Series A (The Cincinnati Gas & Electric Company Project) in the aggregate principal amount of $48,000,000 (the County Bonds); WHEREAS, in this Thirty-fifth Supplemental Indenture, the Bonds of Series A Due 2024, the Bonds of Series B Due 2024 and the Bonds of Series C Due 2024 are referred to collectively as "the Bonds of Series Due 2024", the Air Authority, the Water Authority and the County are referred to individually as an "Issuer" and collectively as "the Issuers", the Air Bonds, the Water Bonds and the County Bonds are referred to collectively as "the Issuers' Bonds", and the Water Agreement, the Air Agreement and the County Agreement are referred to individually as a "Loan Agreement"; WHEREAS, the bonds of each series of the Issuers' Bonds are to be issued under separate Trust Indentures, each dated as of January 1, 1994 (the Indentures for the Issuers' Bonds), between the respective Issuer and, in each case, The Bank of New York, as Trustee (the Trustee for the Issuers' Bonds), and the bonds of each series of the Bonds of Series Due 2024 are to be assigned and pledged by the respective Issuer as security for the payment of principal of and premium, if any, and interest on the bonds of a series of the Issuers' Bonds and are to be delivered by the Company on behalf of each Issuer directly to the Trustee for the Issuers' Bonds of such series; and WHEREAS, the Bonds of Series Due 2024 are to be substantially in the following forms, with appropriate omissions, insertions, and variations as in the First Mortgage as amended and in this Thirty-fifth Supplemental Indenture provided or permitted: [FORM OF BOND OF SERIES A DUE 2024] No. ............................ $ ............................... THE CINCINNATI GAS & ELECTRIC COMPANY FIRST MORTGAGE BOND 5.45% Series A Due 2024 Due January 1, 2024 THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation of the State of Ohio (the Company), for value received hereby promises to pay to or registered assigns, on January 1, 2024, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and, subject to certain exceptions provided in Section 3 of Article One of the Thirty-fifth Supplemental Indenture referred to below, to pay by check to the person in whose name this Bond is registered at the close of business on the record date for such payment, as defined in such Section 3, interest thereon from the interest payment date to which interest has been paid last preceding the date hereof (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof, or unless the date hereof is June 15, 1994, or prior thereto, in which case from January 1, 1994, or unless the date hereof is between a record date and the interest payment date for such record date, in which case from such interest payment date), at the rate of 5.45% per annum in like coin or currency, payable at such office or agency semiannually on January 1 and July 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This Bond is one of an issue of First Mortgage Bonds of the Company issued and to be issued in series under and pursuant to and equally secured by an indenture of mortgage and deed of trust dated as of August 1, 1936, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented as hereinafter stated, and is one of a series of such First Mortgage Bonds, which series is designated as the First Mortgage Bonds, 5.45% Series A Due 2024, of the Company (the Bonds of Series A Due 2024), the terms and provisions of which have been established by a Thirty-fifth Supplemental Indenture dated as of January 1, 1994, executed by the Company to The Bank of New York, as Trustee. Subsequent to the execution and delivery of the indenture of mortgage and deed of trust there have been executed and delivered thirty-five indentures supplemental thereto, including the Thirty-fifth Supplemental Indenture, supplementing and amending as therein set forth certain provisions thereof. The indenture of mortgage and deed of trust and the supplemental indentures collectively are sometimes called the Indenture. For a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the Bonds and of the Trustee therein and thereto, the duties and immunities of the Trustee, and the terms and conditions upon which the Bonds are issued and secured, reference is hereby made to the Indenture. The rights and obligations of the Company and of the holders and registered owners of the Bonds of this issue may be modified or amended at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent of the holders or registered owners of at least 75% in principal amount of the Bonds then outstanding affected by such modification or amendment, all in the manner and subject to the limitations set forth in the Indenture, any consent by the holder or registered owner of any Bond being conclusive and binding upon such holder or registered owner and upon all of its future holders and owners, irrespective of whether or not any notation of such consent is made upon the Bond; provided that no such modification or amendment by such supplemental indenture shall extend the maturity of, or reduce the rate of interest on, or otherwise modify the terms of payment of the principal of, or interest on, this Bond, which obligations are absolute and unconditional, nor permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Bonds of Series A Due 2024 have been issued by the Company to the Ohio Water Development Authority (the Water Authority) to evidence and secure the obligation of the Company to repay the loan (the Water Loan) of the proceeds of the sale of the Water Bonds (as hereinafter defined) made by the Water Authority to the Company to assist in the refunding of revenue bonds originally issued by the Water Authority to finance the Company's portion of the costs of certain waste water and solid waste facilities. The Water Loan is made pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the Water Authority and the Company (the Water Agreement). To provide funds for the Water Loan, the Water Authority has issued $21,400,000 principal amount of State of Ohio Collateralized Water Development Revenue Refunding Bonds, 1994 Series A (The Cincinnati Gas & Electric Company Project) (the Water Bonds) under a Trust Indenture dated as of January 1, 1994 (the Water Bond Indenture), from the Water Authority to The Bank of New York, as Trustee (the Water Bond Trustee). The Bonds of Series A Due 2024 correspond in principal amount, interest rate, maturity, and redemption provisions with the Water Bonds and have been pledged and assigned by, and delivered on behalf of, the Water Authority to the Water Bond Trustee as security for the payment of the principal of and premium, if any, and interest on the Water Bonds. In the event any Water Bond shall be surrendered to the Water Bond Trustee for cancellation pursuant to the Water Bond Indenture (except upon exchange for other Water Bonds), Bonds of Series A Due 2024 equivalent in principal amount to such Water Bonds shall be deemed to have been paid, but only when and to the extent (a) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (b) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph; and in the event and to the extent the principal of or premium, if any, or interest on any Water Bond shall be paid or deemed to be paid, an equal amount of principal, or premium, if any, or interest, as the case may be, payable with respect to an aggregate principal amount of Bonds of Series A Due 2024 equal to the aggregate principal amount of such Water Bonds shall be deemed to have been paid, but, in the case of such payment of principal, only when and to the extent (i) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (ii) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph. When any such payment of principal of this Bond is made, it shall be surrendered by the registered owner hereof to the Company or an agency of the Company for such notation and notification or to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in full, this Bond shall be surrendered to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in part, this Bond may, at the option of the registered owner, be surrendered to the Trustee for cancellation, in which event the Trustee shall cancel this Bond and the Company shall execute and the Trustee shall authenticate and deliver Bonds of Series A Due 2024 in authorized denominations in aggregate principal amount equal to the unpaid balance of the principal amount of this Bond. Bonds of Series A Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5A of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series A Due 2024 are subject to mandatory redemption by the Company prior to stated maturity as provided in Section 5B of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series A Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5C of Article One of the Thirty-fifth Supplemental Indenture. Any redemption of the Bonds of Series A Due 2024 shall be made after written notice to the registered owner of such Bonds, sent by the Trustee by mail, first class postage prepaid, or hand delivered at least 30 days and not earlier than 60 days before the redemption date, unless a shorter notice period is consented to in writing by the registered owner or owners of all Bonds of Series A Due 2024 and such consent is filed with the Trustee, and shall be made in the manner provided in Article One of the Thirty-fifth Supplemental Indenture, subject to the provisions of the First Mortgage as amended. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Bond is nontransferable except as required to effect the assignment hereof to the Water Bond Trustee or any successor to such Trustee. Bonds of Series A Due 2024 are issuable as registered Bonds in the denominations of $5,000 and integral multiples thereof. No recourse shall be had for the payment of the principal of, or interest on, this Bond, or under or upon any obligation, covenant, or agreement contained in the Indenture, against any incorporator or any past, present, or future subscriber to capital stock, shareholder, officer, or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any present or future rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers, and directors being released by the registered owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Indenture. This Bond shall not become valid or obligatory for any purpose until The Bank of New York, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, The Cincinnati Gas & Electric Company has caused this Bond to be signed in its name by its President or a Vice-President, manually or in facsimile, and its corporate seal or a facsimile thereof to be affixed hereto or reproduced hereon and attested by its Secretary or an Assistant Secretary, manually or in facsimile. Dated THE CINCINNATI GAS & ELECTRIC COMPANY, By Vice-President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS OF SERIES A DUE 2024] This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK, Trustee, By Authorized Signatory. [FORM OF BOND OF SERIES B DUE 2024] No. ............................ $ ............................... THE CINCINNATI GAS & ELECTRIC COMPANY FIRST MORTGAGE BOND 5.45% Series B Due 2024 Due January 1, 2024 THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation of the State of Ohio (the Company), for value received hereby promises to pay to or registered assigns, on January 1, 2024, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and, subject to certain exceptions provided in Section 3 of Article One of the Thirty-fifth Supplemental Indenture referred to below, to pay by check to the person in whose name this Bond is registered at the close of business on the record date for such payment, as defined in such Section 3, interest thereon from the interest payment date to which interest has been paid last preceding the date hereof (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof, or unless the date hereof is June 15, 1994, or prior thereto, in which case from January 1, 1994, or unless the date hereof is between a record date and the interest payment date for such record date, in which case from such interest payment date), at the rate of 5.45% per annum in like coin or currency, payable at such office or agency semiannually on January 1 and July 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This Bond is one of an issue of First Mortgage Bonds of the Company issued and to be issued in series under and pursuant to and equally secured by an indenture of mortgage and deed of trust dated as of August 1, 1936, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented as hereinafter stated, and is one of a series of such First Mortgage Bonds, which series is designated as the First Mortgage Bonds, 5.45% Series B Due 2024, of the Company (the Bonds of Series B Due 2024), the terms and provisions of which have been established by a Thirty-fifth Supplemental Indenture dated as of January 1, 1994, executed by the Company to The Bank of New York, as Trustee. Subsequent to the execution and delivery of the indenture of mortgage and deed of trust there have been executed and delivered thirty-five indentures supplemental thereto, including the Thirty-fifth Supplemental Indenture, supplementing and amending as therein set forth certain provisions thereof. The indenture of mortgage and deed of trust and the supplemental indentures collectively are sometimes called the Indenture. For a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the Bonds and of the Trustee therein and thereto, the duties and immunities of the Trustee, and the terms and conditions upon which the Bonds are issued and secured, reference is hereby made to the Indenture. The rights and obligations of the Company and of the holders and registered owners of the Bonds of this issue may be modified or amended at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent of the holders or registered owners of at least 75% in principal amount of the Bonds then outstanding affected by such modification or amendment, all in the manner and subject to the limitations set forth in the Indenture, any consent by the holder or registered owner of any Bond being conclusive and binding upon such holder or registered owner and upon all of its future holders and owners, irrespective of whether or not any notation of such consent is made upon the Bond; provided that no such modification or amendment by such supplemental indenture shall extend the maturity of, or reduce the rate of interest on, or otherwise modify the terms of payment of the principal of, or interest on, this Bond, which obligations are absolute and unconditional, nor permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Bonds of Series B Due 2024 have been issued by the Company to the Ohio Air Quality Development Authority (the Air Authority) to evidence and secure the obligation of the Company to repay the loan (the Air Loan) of the proceeds of the sale of the Air Bonds (as hereinafter defined) made by the Air Authority to the Company to assist in the refunding of revenue bonds originally issued by the Air Authority to finance the Company's portion of the costs of certain air quality facilities. The Air Loan is made pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the Air Authority and the Company (the Air Agreement). To provide funds for the Air Loan, the Air Authority has issued $25,300,000 principal amount of State of Ohio Collateralized Air Quality Development Revenue Refunding Bonds, 1994 Series B (The Cincinnati Gas & Electric Company Project) (the Air Bonds) under a Trust Indenture dated as of January 1, 1994 (the Air Bond Indenture), from the Air Authority to The Bank of New York, as Trustee (the Air Bond Trustee). The Bonds of Series B Due 2024 correspond in principal amount, interest rate, maturity, and redemption provisions with the Air Bonds and have been pledged and assigned by, and delivered on behalf of, the Air Authority to the Air Bond Trustee as security for the payment of the principal of and premium, if any, and interest on the Air Bonds. In the event any Air Bond shall be surrendered to the Air Bond Trustee for cancellation pursuant to the Air Bond Indenture (except upon exchange for other Air Bonds), Bonds of Series B Due 2024 equivalent in principal amount to such Air Bonds shall be deemed to have been paid, but only when and to the extent (a) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (b) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph; and in the event and to the extent the principal of or premium, if any, or interest on any Air Bond shall be paid or deemed to be paid, an equal amount of principal, or premium, if any, or interest, as the case may be, payable with respect to an aggregate principal amount of Bonds of Series B Due 2024 equal to the aggregate principal amount of such Air Bonds shall be deemed to have been paid, but, in the case of such payment of principal, only when and to the extent (i) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (ii) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph. When any such payment of principal of this Bond is made, it shall be surrendered by the registered owner hereof to the Company or an agency of the Company for such notation and notification or to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in full, this Bond shall be surrendered to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in part, this Bond may, at the option of the registered owner, be surrendered to the Trustee for cancellation, in which event the Trustee shall cancel this Bond and the Company shall execute and the Trustee shall authenticate and deliver Bonds of Series B Due 2024 in authorized denominations in aggregate principal amount equal to the unpaid balance of the principal amount of this Bond. Bonds of Series B Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5A of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series B Due 2024 are subject to mandatory redemption by the Company prior to stated maturity as provided in Section 5B of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series B Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5C of Article One of the Thirty-fifth Supplemental Indenture. Any redemption of the Bonds of Series B Due 2024 shall be made after written notice to the registered owner of such Bonds, sent by the Trustee by mail, first class postage prepaid, or hand delivered at least 30 days and not earlier than 60 days before the redemption date, unless a shorter notice period is consented to in writing by the registered owner or owners of all Bonds of Series B Due 2024 and such consent is filed with the Trustee, and shall be made in the manner provided in Article One of the Thirty-fifth Supplemental Indenture, subject to the provisions of the First Mortgage as amended. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Bond is nontransferable except as required to effect the assignment hereof to the Air Bond Trustee or any successor to such Trustee. Bonds of Series B Due 2024 are issuable as registered Bonds in the denominations of $5,000 and integral multiples thereof. No recourse shall be had for the payment of the principal of, or interest on, this Bond, or under or upon any obligation, covenant, or agreement contained in the Indenture, against any incorporator or any past, present, or future subscriber to capital stock, shareholder, officer, or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any present or future rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers, and directors being released by the registered owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Indenture. This Bond shall not become valid or obligatory for any purpose until The Bank of New York, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, The Cincinnati Gas & Electric Company has caused this Bond to be signed in its name by its President or a Vice-President, manually or in facsimile, and its corporate seal or a facsimile thereof to be affixed hereto or reproduced hereon and attested by its Secretary or an Assistant Secretary, manually or in facsimile. Dated THE CINCINNATI GAS & ELECTRIC COMPANY, By Vice-President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS OF SERIES B DUE 2024] This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK, Trustee, By Authorized Signatory. [FORM OF BOND OF SERIES C DUE 2024] No. ............................ $ ............................... THE CINCINNATI GAS & ELECTRIC COMPANY FIRST MORTGAGE BOND 5-1/2% Series C Due 2024 Due January 1, 2024 THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation of the State of Ohio (the Company), for value received hereby promises to pay to or registered assigns, on January 1, 2024, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and, subject to certain exceptions provided in Section 3 of Article One of the Thirty-fifth Supplemental Indenture referred to below, to pay by check to the person in whose name this Bond is registered at the close of business on the record date for such payment, as defined in such Section 3, interest thereon from the interest payment date to which interest has been paid last preceding the date hereof (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof, or unless the date hereof is June 15, 1994, or prior thereto, in which case from January 1, 1994, or unless the date hereof is between a record date and the interest payment date for such record date, in which case from such interest payment date), at the rate of 5-1/2% per annum in like coin or currency, payable at such office or agency semiannually on January 1 and July 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This Bond is one of an issue of First Mortgage Bonds of the Company issued and to be issued in series under and pursuant to and equally secured by an indenture of mortgage and deed of trust dated as of August 1, 1936, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented as hereinafter stated, and is one of a series of such First Mortgage Bonds, which series is designated as the First Mortgage Bonds, 5-1/2% Series C Due 2024, of the Company (the Bonds of Series C Due 2024), the terms and provisions of which have been established by a Thirty-fifth Supplemental Indenture dated as of January 1, 1994, executed by the Company to The Bank of New York, as Trustee. Subsequent to the execution and delivery of the indenture of mortgage and deed of trust there have been executed and delivered thirty-five indentures supplemental thereto, including the Thirty-fifth Supplemental Indenture, supplementing and amending as therein set forth certain provisions thereof. The indenture of mortgage and deed of trust and the supplemental indentures collectively are sometimes called the Indenture. For a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the Bonds and of the Trustee therein and thereto, the duties and immunities of the Trustee, and the terms and conditions upon which the Bonds are issued and secured, reference is hereby made to the Indenture. The rights and obligations of the Company and of the holders and registered owners of the Bonds of this issue may be modified or amended at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent of the holders or registered owners of at least 75% in principal amount of the Bonds then outstanding affected by such modification or amendment, all in the manner and subject to the limitations set forth in the Indenture, any consent by the holder or registered owner of any Bond being conclusive and binding upon such holder or registered owner and upon all of its future holders and owners, irrespective of whether or not any notation of such consent is made upon the Bond; provided that no such modification or amendment by such supplemental indenture shall extend the maturity of, or reduce the rate of interest on, or otherwise modify the terms of payment of the principal of, or interest on, this Bond, which obligations are absolute and unconditional, nor permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Bonds of Series C Due 2024 have been issued by the Company to the County of Boone, Kentucky (the County) to evidence and secure the obligation of the Company to repay the loan (the County Loan) of the proceeds of the sale of the County Bonds (as hereinafter defined) made by the County to the Company to assist in the refunding of revenue bonds originally issued by the County to finance the Company's portion of the costs of certain pollution control facilities. The County Loan is made pursuant to a certain Loan Agreement, dated as of January 1, 1994, between the County and the Company (the County Agreement). To provide funds for the County Loan, the County has issued $48,000,000 principal amount of its Collateralized Pollution Control Revenue Refunding Bonds, 1994 Series A (The Cincinnati Gas & Electric Company Project) (the County Bonds) under a Trust Indenture dated as of January 1, 1994 (the County Bond Indenture), from the County to The Bank of New York, as Trustee (the County Bond Trustee). The Bonds of Series C Due 2024 correspond in principal amount, interest rate, maturity, and redemption provisions with the County Bonds and have been pledged and assigned by, and delivered on behalf of, the County to the County Bond Trustee as security for the payment of the principal of and premium, if any, and interest on the County Bonds. In the event any County Bond shall be surrendered to the County Bond Trustee for cancellation pursuant to the County Bond Indenture (except upon exchange for other County Bonds), Bonds of Series C Due 2024 equivalent in principal amount to such County Bonds shall be deemed to have been paid, but only when and to the extent (a) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (b) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph; and in the event and to the extent the principal of or premium, if any, or interest on any County Bond shall be paid or deemed to be paid, an equal amount of principal, or premium, if any, or interest, as the case may be, payable with respect to an aggregate principal amount of Bonds of Series C Due 2024 equal to the aggregate principal amount of such County Bonds shall be deemed to have been paid, but, in the case of such payment of principal, only when and to the extent (i) so noted on the schedule of payments hereon by the Company or an agency of the Company and (if such agency is not the Trustee) written notice by the Company or such agency of such notation has been received by the Trustee or (ii) such Bond is surrendered to and cancelled by the Trustee as provided in the next paragraph. When any such payment of principal of this Bond is made, it shall be surrendered by the registered owner hereof to the Company or an agency of the Company for such notation and notification or to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in full, this Bond shall be surrendered to the Trustee for cancellation. In the event that this Bond shall be deemed to have been paid in part, this Bond may, at the option of the registered owner, be surrendered to the Trustee for cancellation, in which event the Trustee shall cancel this Bond and the Company shall execute and the Trustee shall authenticate and deliver Bonds of Series C Due 2024 in authorized denominations in aggregate principal amount equal to the unpaid balance of the principal amount of this Bond. Bonds of Series C Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5A of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series C Due 2024 are subject to mandatory redemption by the Company prior to stated maturity as provided in Section 5B of Article One of the Thirty-fifth Supplemental Indenture. Bonds of Series C Due 2024 are subject to optional redemption by the Company prior to stated maturity as provided in Section 5C of Article One of the Thirty-fifth Supplemental Indenture. Any redemption of the Bonds of Series C Due 2024 shall be made after written notice to the registered owner of such Bonds, sent by the Trustee by mail, first class postage prepaid, or hand delivered at least 30 days and not earlier than 60 days before the redemption date, unless a shorter notice period is consented to in writing by the registered owner or owners of all Bonds of Series C Due 2024 and such consent is filed with the Trustee, and shall be made in the manner provided in Article One of the Thirty-fifth Supplemental Indenture, subject to the provisions of the First Mortgage as amended. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Bond is nontransferable except as required to effect the assignment hereof to the County Bond Trustee or any successor to such Trustee. Bonds of Series C Due 2024 are issuable as registered Bonds in the denominations of $5,000 and integral multiples thereof. No recourse shall be had for the payment of the principal of, or interest on, this Bond, or under or upon any obligation, covenant, or agreement contained in the Indenture, against any incorporator or any past, present, or future subscriber to capital stock, shareholder, officer, or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any present or future rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers, and directors being released by the registered owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Indenture. This Bond shall not become valid or obligatory for any purpose until The Bank of New York, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. In Witness Whereof, The Cincinnati Gas & Electric Company has caused this Bond to be signed in its name by its President or a Vice-President, manually or in facsimile, and its corporate seal or a facsimile thereof to be affixed hereto or reproduced hereon and attested by its Secretary or an Assistant Secretary, manually or in facsimile. Dated THE CINCINNATI GAS & ELECTRIC COMPANY, By Vice-President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS OF SERIES C DUE 2024] This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK, Trustee, By Authorized Signatory. WHEREAS, all things necessary to make the Bonds of Series Due 2024 herein described, when duly authenticated by the Trustee and issued by the Company, valid, binding, and legal obligations of the Company, and to make this Thirty- fifth Supplemental Indenture a valid and binding agreement supplemental to the First Mortgage, have been done and performed; THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSETH In consideration of the premises and of the acceptance and purchase of the Bonds of Series Due 2024, the Company agrees with the Trustee as follows: ARTICLE ONE BONDS OF SERIES DUE 2024 AND ISSUE THEREOF SECTION 1. There shall be three series of Bonds designated as set forth in the second paragraph of the respective form of Bond, each of which shall bear the descriptive title First Mortgage Bond. The aggregate principal amount of the Bonds of Series A Due 2024, the Bonds of Series B Due 2024 and the Bonds of Series Due C 2024 which may be outstanding under the First Mortgage as amended and this Thirty-fifth Supplemental Indenture shall be limited to $21,400,000, $25,300,000 and $48,000,000, respectively, except as provided in Section 9 of Article Two of the First Mortgage as amended. The Bonds of Series Due 2024 and the Trustee's certificate to be endorsed on all the Bonds of such series shall respectively be substantially as recited above, with such appropriate omissions, insertions, and variations as in the First Mortgage as amended and in this Thirty-fifth Supplemental Indenture permitted. SECTION 2. Upon the execution and delivery of this Thirty-fifth Supplemental Indenture and upon delivery to the Trustee of $94,700,000 aggregate principal amount of Bonds of Series Due 2024, executed by the Company, and upon compliance by the Company with the provisions of the First Mortgage as amended, the Trustee shall, without awaiting the filing or recording of this Thirty-fifth Supplemental Indenture, authenticate and deliver the Bonds. SECTION 3. Bonds of Series Due 2024 shall be dated the date of their authentication, shall mature on the date set forth in the first paragraph of the respective form of Bond, shall bear interest at the rate set forth in the first paragraph of the respective form of Bond until paid or redeemed as hereinafter provided, payable by check semi-annually on each January 1 and July 1, and shall be payable as to both principal and interest in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in The City of New York. So long as there is no existing default in the payment of interest on the Bonds of Series Due 2024, all Bonds authenticated by the Trustee after the close of business on the record date (as hereinafter defined) for any interest payment date and prior to such interest payment date, shall bear interest from such interest payment date; provided, however, that if and to the extent that the Company shall default in the interest due on such interest payment date then any such Bond shall bear interest from the January 1 or July 1, as the case may be, next preceding the date of such Bond to which interest has been paid, unless such interest payment date is July 1, 1994, in which case from January 1, 1994. The person in whose name any Bond of Series Due 2024 is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names outstanding Bonds of Series Due 2024 are registered on the record date fixed by the Company for the payment of such defaulted interest. The term "record date", as used in this Section 3 with respect to any interest payment date, shall mean December 15 for interest payable January 1 and shall mean June 15 for interest payable July 1. Notwithstanding the provision of the last sentence of Section 5 of Article Two of the First Mortgage as amended, the Company shall be required to register transfers of or exchange Bonds of Series Due 2024 at any time, except that the Company shall not be required to register the transfer of or exchange any such Bonds for a period of eleven business days next preceding any selection of Bonds of Series Due 2024 to be redeemed, or to register the transfer of or exchange any such Bonds selected, called or being called for redemption. SECTION 4. Bonds of Series Due 2024 shall be issued in the denominations of $5,000 and authorized multiples thereof. Subject to the provisions of the First Mortgage as amended, and as provided therein, any owner of a Bond of Series Due 2024 may, at his option, surrender the same for cancellation in exchange for other Bonds of the same series of other authorized denominations for a like aggregate principal amount. SECTION 5. The Bonds of Series Due 2024 may be redeemed as provided in this Section 5 and in the manner described in the First Mortgage as amended. Redemption of the bonds of one series of the Bonds of Series Due 2024 may occur without the redemption of the bonds of any other series of the Bonds of Series Due 2024, and any such redemption is neither contingent on, nor necessarily contemporaneous with, the redemption of the bonds of any other series of the Bonds of series Due 2024. A. The bonds of each series of the Bonds of Series Due 2024 are separately subject to optional redemption at any time, in whole, at a price of 100% of the principal amount thereof, plus accrued interest to the redemption date, upon the occurrence of any one of the following events relating to the series of Issuers' Bonds in respect of which such Bonds of Series Due 2024 shall have been issued: (1) The related Project (as defined in the Indentures for the Issuers' Bonds) or a related Project Unit (as defined in the Water Agreement) or a related Station Unit (as defined in the Air Agreement or the County Agreement, as the case may be), as the case may be, shall have been damaged or destroyed to such an extent that (a) it cannot reasonably be expected to be restored, within a period of six consecutive months, to the condition thereof immediately preceding such damage or destruction or (b) the Company is reasonably expected to be prevented from carrying on its normal operations in connection therewith for a period of six consecutive months. (2) Title to, or the temporary use of, all or a significant part of the related Project or a related Project Unit, or related Station Unit, as the case may be, shall have been taken under the exercise of the power of eminent domain (a) to such extent that it cannot reasonably be expected to be restored within a period of six consecutive months to a condition of usefulness comparable to that existing prior to the taking or (b) to such an extent that the Company is reasonably expected to be prevented from carrying on its normal operations in connection therewith for a period of six consecutive months. (3) As a result of any changes in the Constitution of the State, the Constitution of the United States of America or any state or federal laws or as a result of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after any contest thereof by an Issuer or the Company in good faith, the Loan Agreement applicable to such series of Issuers' Bonds shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in such Loan Agreement. (4) Unreasonable burdens or excessive liabilities shall have been imposed upon the related Issuer or the Company with respect to the related Project or a related Project Unit, or related Station Unit, as the case may be, or the operation thereof, including, without limitation, the imposition of federal, state or other ad valorem, property, income or other taxes other than ad valorem taxes at the rates presently levied upon privately owned property used for the same general purpose as the related Project or a related Project Unit, or related Station Unit, as the case may be. (5) Changes in the economic availability of raw materials, operating supplies, energy sources or supplies or facilities (including, but not limited to, facilities in connection with the disposal of industrial wastes) necessary for the operation of the related Project or a related Project Unit, or related Station Unit, as the case may be, for the related Project Purposes (as defined in the Indentures for the Issuers' Bonds) occur or technological or other changes occur which the Company cannot reasonably overcome or control and which in the Company's reasonable judgment render the related Project or a related Project Unit, or related Station Unit, as the case may be, uneconomical or obsolete for the related Project Purposes. (6) Any court or administrative body shall enter a judgment, order or decree, or shall take administrative action, requiring the Company to cease all or any substantial part of its operations served by the related Project or a related Project Unit, or related Station Unit, as the case may be, to such extent that the Company is or will be prevented from carrying on its normal operations at the related Project or a related Project Unit, or related Station Unit, as the case may be, for a period of six consecutive months. (7) The termination by the Company of operations at a related Project Unit. B. Upon the occurrence of a Determination of Taxability, the bonds of each series of the Bonds of Series Due 2024 are separately subject to mandatory redemption by the respective Issuer at a redemption price equal to 100% of the outstanding principal amount of such bonds to be redeemed, plus interest accrued to the redemption date, at the earliest practicable date selected by the Trustee, after consultation with the Company, but in no event later than 180 days following the receipt by the Trustee of written notice of the occurrence of a Determination of Taxability. The bonds of each such series of the Bonds of Series Due 2024 will be redeemed either in whole or in part in such principal amount as is necessary in order that the interest payable on the Issuers' Bonds in respect of which such Bonds of Series Due 2024 shall have been issued remaining outstanding after such redemption, if any, would not, in the opinion of bond counsel, be includable in the gross income of any Holder (as defined in the Indentures for the Issuers' Bonds) thereof, other than a Holder of an Issuers' Bond who is a "substantial user" of the related Project or a "related person," as those terms are used in Section 147(a) of the Code (as defined in the Indentures for the Issuers' Bonds). Determination of Taxability means, with respect to the bonds of a series of the Issuers' Bonds, a final decision, ruling or technical advice by any federal judicial or administrative authority to the effect that, as a result of a failure by the Company to observe or perform any covenant, agreement or obligation on its part to be observed or performed under the Loan Agreement applicable to such series of Issuers' Bonds or the inaccuracy of any representation made by the Company in such Agreement, interest on the Issuers' Bonds of such series is or was includable in the gross income of the owner of that Bond for federal income tax purposes (other than an owner who is a "substantial user" of the related Project or a "related person" as those terms are used in Section 147(a) of the Code); provided that no decision by any court or decision, ruling or technical advice by any administrative authority shall be considered final (a) unless the owner involved in the proceeding or action giving rise to such decision, ruling or technical advice (i) gives the Company and the Trustee prompt notice of the commencement thereof, and (ii) offers the Company the opportunity to control the contest thereof, provided the Company shall have agreed to bear all expenses in connection therewith and to indemnify that owner against all liabilities in connection therewith, and (b) until the expiration of all periods for judicial review or appeal. A Determination of Taxability will not result from the inclusion of interest on any Issuers' Bond in the computation of the alternative minimum tax imposed by Section 55 of the Code, the environmental tax imposed by Section 59A of the Code, the branch profits tax on foreign corporations imposed by Section 884 of the Code or the tax imposed on net excess passive income on certain S corporations under Section 1366 of the Code. C. On or after January 1, 2004, the bonds of each series of the Bonds of Series Due 2024 are also separately subject to optional redemption prior to stated maturity in whole or in part at any time at redemption prices equal to the following percentages of the principal amount redeemed, plus in each case accrued interest to the redemption date: Redemption Period (Dates Inclusive) Redemption Price ----------------------------------- ---------------- January 1, 2004 through December 31, 2004 . . . . . 102% January 1, 2005 through December 31, 2005 . . . . . 101% January 1, 2006 and thereafter . . . . . . . . . . 100% SECTION 6. [This space left blank intentionally] SECTION 7. The covenant to provide a Maintenance and Replacement Fund contained in the provisions of Section 5 of Article Eight of the First Mortgage as amended shall not apply in respect of the Bonds of Series Due 2024. SECTION 8. In the event any Issuers' Bonds shall be purchased by the Company and surrendered by the Company to the Trustee for the Issuers' Bonds for cancellation or shall be otherwise surrendered to the Trustee for the Issuers' Bonds for cancellation pursuant to the Indentures for the Issuers' Bonds (except upon exchange for other Issuers' Bonds), Bonds of Series Due 2024 of the series issued in respect of such Issuers' Bonds equivalent in principal amount to the Issuers' Bonds so surrendered shall be deemed to have been paid, but only when and to the extent that (a) such payment of the principal amount of such Bonds of Series Due 2024 shall be noted by the Company or an agency of the Company on the schedule of payments on such Bonds of Series Due 2024 and (if such agency is not the Trustee) written notice by the Company or such agency of such notation shall have been received by the Trustee or (b) such Bonds of Series Due 2024 shall have been surrendered to and cancelled by the Trustee as provided in the third paragraph of this Section 8. In the event and to the extent the principal of or premium, if any, or interest on any Issuers' Bonds shall be paid out of funds held by the Trustee for the Issuers' Bonds or out of any other funds or shall otherwise be deemed to be paid, an equal amount of principal, or premium, if any, or interest, as the case may be, payable with respect to an aggregate principal amount of Bonds of Series Due 2024 of the series issued in respect of such Issuers' Bonds equal to the aggregate principal amount of such Issuers' Bonds shall be deemed to have been paid, but, in the case of such payment of principal of such Bonds of Series Due 2024, only when and to the extent that (a) such payment of the principal amount thereof shall be noted by the Company or an agency of the Company on the schedule of payments on such Bonds of Series Due 2024 and (if such agency is not the Trustee) written notice by the Company or such agency of such notation shall have been received by the Trustee or (b) such Bonds of Series Due 2024 shall have been surrendered to and cancelled by the Trustee as provided in the third paragraph of this Section 8. When payment of any principal amount of a Bond of Series Due 2024 is made as provided in the first two paragraphs of this Section 8, the registered owner thereof shall surrender it to the Company or an agency of the Company for notation and notification or to the Trustee for cancellation as provided in such Section. All Bonds of Series Due 2024 deemed to have been paid in full as provided in the first two paragraphs of this Section 8, shall be surrendered to the Trustee for cancellation and the Trustee shall forthwith cancel the same. In the event that part of a Bond of Series Due 2024 shall be deemed to have been paid as provided in the first two paragraphs of this Section 8, the registered owner may at its option surrender such Bond to the Trustee for cancellation, in which event the Trustee shall cancel such Bond and the Company shall execute and the Trustee shall authenticate and deliver, without charge to the registered owner, Bonds of Series Due 2024 of the same series in such authorized denominations as shall be specified by the registered owner in an aggregate principal amount equal to the unpaid balance of the principal amount of such surrendered Bond. SECTION 9. The optional redemption provided in Sections 5A and 5C of Article One of this Thirty-fifth Supplemental Indenture shall be made upon receipt by the Trustee of an Officer's certificate to the effect that (a) the Company has given notice in respect of a series of the Issuers' Bonds to the Trustee for the Issuers' Bonds that the Company is exercising its option to prepay the loan in full or in part as provided in Section 6.1 or in full as provided in Section 6.2 of the Loan Agreement applicable to such series of Issuers' Bonds and (b) an equivalent principal amount of Bonds of Series Due 2024 of the series issued in respect of such series of Issuers' Bonds are concurrently called for redemption. Such Officer's certificate shall specify the principal amount of such Bonds of Series Due 2024 to be redeemed, shall have attached to it a copy of said notice to the Trustee for the Issuers' Bonds, and shall specify the redemption date of such Bonds of Series Due 2024 (which redemption date shall be not less than 45 days after the date of mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Issuers' Bonds being concurrently redeemed). The mandatory redemption provided in Section 5B of Article One of this Thirty-fifth Supplemental Indenture shall be made upon receipt by the Trustee of an Officer's certificate to the effect that (a) the Company has given notice to the Trustee for the Issuers' Bonds that the Company is paying the loan in full, or in part, as provided in Section 6.3 of the Loan Agreement applicable to such series of Issuers' Bonds and (b) an equivalent principal amount of Bonds of Series Due 2024 of the series issued in respect of such series of Issuers' Bonds are being concurrently called for redemption. Said notice to the Trustee for the Issuers' Bonds shall be attached to such Officer's certificate, which certificate shall specify the redemption date of such Bonds of Series Due 2024 (which redemption date shall be not less than 45 days after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Issuers' Bonds being concurrently redeemed). ARTICLE TWO COVENANTS OF THE COMPANY SECTION 1. All covenants and agreements by the Company in the First Mortgage as heretofore and hereby amended are hereby confirmed, except the covenant contained in Section 5 of Article Eight. SECTION 2. So long as any Bonds of Series Due 2024 shall be outstanding the Company (a) will not sell or otherwise dispose of any equity securities owned by it of The Union Light, Heat and Power Company, a Kentucky corporation (the Subsidiary) otherwise than to the Subsidiary or otherwise than as part of a merger or consolidation of the Subsidiary into or with the Company or the liquidation of the Subsidiary, unless all the equity securities owned by the Company of the Subsidiary shall be sold or otherwise disposed of and the proceeds of such sale or other disposition deposited with the Trustee hereunder to be held and disposed of as provided in Section 5 of Article Eleven of the First Mortgage as amended, and (b) will not permit the Subsidiary to sell, otherwise than to the Company, any equity securities issued by the Subsidiary; provided that nothing in this clause (b) shall prevent the Subsidiary, in connection with the sale of equity securities to the Company, from selling equity securities to others than the Company to the extent necessary to satisfy the preemptive rights of minority stockholders under applicable law. So long as any Bonds of Series Due 2024 shall be outstanding, the Company (a) will not sell or otherwise dispose of any securities, other than equity securities, owned by it of the Subsidiary otherwise than to the Subsidiary or otherwise than as part of the merger or consolidation of the Subsidiary into or with the Company; or (b) so long as any equity securities of the Subsidiary shall be owned by the Company, will not permit the Subsidiary to issue or sell, otherwise than to the Company, any securities, other than equity securities, issued by the Subsidiary if, in either case, after giving effect to such sale or other disposition, the outstanding securities, other than equity securities, of the Subsidiary will be in excess of 75% of the plant account of the Subsidiary as shown by its books as of the end of the calendar month next preceding such sale or other disposition after deducting from such plant account the amount of the reserves for depreciation and amortization applicable thereto shown by the books of the Subsidiary and any other reserves shown by its books which are applicable to such plant account or any part thereof. The term "equity securities", as used in this Section, shall mean any securities other than bonds, notes, or other evidences of indebtedness bearing interest at a fixed rate and payable on demand or having a fixed maturity date. ARTICLE THREE AMENDMENT OF ARTICLE ONE, ARTICLE FIVE, ARTICLE ELEVEN, AND ARTICLE EIGHTEEN OF THE FIRST MORTGAGE AS AMENDED SECTION 1. The Bonds of Series Due 2024 are hereby excluded from subdivision (7) of Section 5 of Article One of the First Mortgage as heretofore and hereby amended or supplemented. SECTION 2. The Company reserves the right, without any consent or other action by holders of Bonds of Series Due 2024 or of any subsequently created series, to amend at any time the First Mortgage, as heretofore and hereby amended or supplemented, as follows: (1) by inserting after the words "or other similar property," in subdivision (1) of Section 2 of Article Eleven thereof the following: "or any nuclear fuel materials, assemblies or components," (2) at any time after all Bonds of any Series created prior to 1986 are no longer outstanding under the First Mortgage (a) by substituting for the words "in a principal amount not exceeding sixty per centum (60%) of" in Section 3 of Article Five thereof the following: "in a principal amount not exceeding sixty-six and two-thirds per centum (66 2/3%) of" (b) by substituting for the words "with the consent of holders of seventy-five per centum (75%) in aggregate principal amount of the Bonds at the time outstanding;" in Section 2 of Article Eighteen thereof the following: "with the consent of holders of sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the Bonds at the time outstanding;" (c) by substituting for the third paragraph of Section 2 of Article Eighteen thereof the following: "Whenever, at any time after the completion of publication of said notice, the Company shall deliver to the Trustee an instrument or instruments executed by holders of at least sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the Bonds affected, outstanding at the time of such delivery, consenting to the substance of the proposed modification or amendment, thereupon the Trustee shall execute such supplemental indenture in substantially the form of the copy thereof on file with the Trustee, and no holder of any Bond shall have any right or interest to object to the execution of said supplemental indenture or to object to any of the terms or provisions therein contained, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Company from executing the same or from taking any action pursuant to the provisions thereof, provided that, in lieu of an instrument or instruments executed by holders of Bonds, the consent of the holders of any series of Bonds to any such proposed modification or amendment may be set forth in and evidenced by the supplemental indenture establishing the terms and provisions of such series." ARTICLE FOUR MISCELLANEOUS SECTION 1. The provisions of this Thirty-fifth Supplemental Indenture shall become effective immediately upon the execution and delivery hereof, except that the provisions hereof modifying and amending the First Mortgage as amended shall become effective simultaneously with and upon the initial issue of Bonds of Series Due 2024. From and after such initial issue of Bonds of Series Due 2024, this Thirty-fifth Supplemental Indenture shall form a part of the First Mortgage and all the terms and conditions hereof shall be deemed to be part of the terms of the First Mortgage, as fully and with the same effect as if they had been set forth in the First Mortgage as originally executed. Except as modified or amended by this Thirty-fifth Supplemental Indenture, the First Mortgage as amended shall remain and continue in full force and effect in accordance with the terms and provisions thereof, and all the covenants, conditions, terms, and provisions of the First Mortgage as amended shall be applicable with respect to the Bonds of Series Due 2024, except in so far as such covenants, conditions, terms, and provisions are limited and applicable only to the Bonds of another or other series, and all the covenants, conditions, terms, and provisions of the First Mortgage as amended with respect to the Trustee shall remain in full force and effect and be applicable to the Trustee under this Thirty-fifth Supplemental Indenture in the same manner as though set out herein at length. All representations and recitals contained in this Thirty-fifth Supplemental Indenture and in the Bonds of Series Due 2024 (save only the Trustee's certificate upon such Bonds) are made by and on behalf of the Company, and the Trustee is in no way responsible therefor or for any statement therein contained. SECTION 2. The terms defined in Article One of the First Mortgage as heretofore and hereby amended, when used in this Thirty-fifth Supplemental Indenture shall, respectively, have the meanings set forth in such Article. No Bonds of Series Due 2024 shall be deemed to be outstanding within the meaning of the phrase "so long as any Bonds of Series Due 2024 shall be outstanding" as used in this Thirty-fifth Supplemental Indenture, if the Company shall have exercised its option to redeem all the Bonds of Series Due 2024 then remaining outstanding and shall have deposited with the Trustee the proper redemption price thereof, to be held by the Trustee in trust for the holders of such Bonds, and provided that notice of such redemption shall have been duly given or provision, satisfactory to the Trustee, for the giving of such notice shall have been made, and provided further that provision shall have been made prohibiting any further issue of Bonds of Series Due 2024 after such deposit of the redemption price of the Bonds of Series Due 2024 then outstanding. SECTION 3. This Thirty-fifth Supplemental Indenture may be executed in several counterparts and each counterpart shall be an original instrument. IN WITNESS WHEREOF, THE CINCINNATI GAS & ELECTRIC COMPANY has caused this instrument to be signed on its behalf by one of its Vice-Presidents and its corporate seal to be hereunto affixed and attested by its Secretary, and THE BANK OF NEW YORK has caused this instrument to be signed on its behalf by a Vice President and its corporate seal to be hereunto affixed and attested by an Assistant Treasurer, as of the day and year first above written. THE CINCINNATI GAS & ELECTRIC COMPANY, By /S/ C. R. Everman ----------------------------------- Vice-President. (Seal) Attest: /S/ D. R. Blum --------------------- Secretary. Signed and acknowledged in our presence on behalf of The Cincinnati Gas & Electric Company /S/ B. C. Arnett - --------------------------- B. C. Arnett /S/ Mark E. Chastain - --------------------------- Mark E. Chastain THE BANK OF NEW YORK, By /S/ W. T. Cunningham ----------------------------------- Vice President. (Seal) Attest: /S/ L. Firrincieli -------------------- Assistant Treasurer. Signed and acknowledged in our presence on behalf of The Bank of New York /S/ L. Mullen - --------------------------- L. Mullen /S/ A. Mazur - --------------------------- A. Mazur STATE OF OHIO ) ss.: COUNTY OF HAMILTON ) On this 10th day of January 1994, C. ROBERT EVERMAN and DONALD R. BLUM, came before me and acknowledged that they signed and sealed this instrument as Vice-President and Secretary, respectively, of THE CINCINNATI GAS & ELECTRIC COMPANY and that the same were free acts; and such Vice-President, being duly sworn, said that he resides in Kenton County, Kentucky that he is a Vice-President of the corporation, that the seal affixed hereto is its corporate seal, that it was affixed by order of its Board of Directors, and that he signed his name thereto by like order. IN WITNESS WHEREOF I have signed my name and affixed my official seal. (Seal) /S/ Steven A. Niederbaumer --------------------------- STEVEN A. NIEDERBAUMER Notary Public, State of Ohio My Commission Expires Oct. 26, 1994 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On this 11th day of January 1994, W. T. CUNNINGHAM and LUCILLE FIRRINCIELI, came before me and acknowledged that they signed and sealed this instrument as VICE PRESIDENT and ASSISTANT TREASURER, respectively, of THE BANK OF NEW YORK, and that the same were free acts; and such Vice President being duly sworn, said that he resides in DENVILLE, NEW JERSEY, that he is a VICE PRESIDENT of THE BANK OF NEW YORK, that the seal affixed hereto is its corporate seal, that it was affixed by authority of its Board of Directors, and that he signed his name thereto by like authority. IN WITNESS WHEREOF I have signed my name and affixed my official seal. (Seal) /S/ Marion Papadogonas --------------------------- Marion Papadogonas Notary Public, State of New York No. 31-4842989 Qualified in New York County Commission Expires May 31, 1995 This instrument was prepared by /S/ James J. Mayer -------------------------- James J. Mayer, Esq. P.O. Box 960 Cincinnati, Ohio 45201 EX-4.A33 3 36TH SUPPLEMENTAL INDENTURE EXHIBIT 4-A-33 THE CINCINNATI GAS & ELECTRIC COMPANY and THE BANK OF NEW YORK Trustee --------------- Thirty-sixth Supplemental Indenture --------------- Dated as of February 15, 1994 THE CINCINNATI GAS & ELECTRIC COMPANY Thirty-sixth Supplemental Indenture Dated as of February 15, 1994 ----------------- TABLE OF CONTENTS PARTIES............................................................... 1 RECITALS.............................................................. 1 Form of Bonds of Series Due 1999.................................... 2 Form of Trustee's Certificate on Bonds, Series Due 1999............. 5 Form of Bonds of Series Due 2004.................................... 6 Form of Trustee's Certificate on Bonds, Series Due 2004............. 9 ARTICLE ONE BONDS OF SERIES DUE 1999 AND 2004 AND ISSUE THEREOF SECTION 1. Series and Form of Bonds of Series Due 1999 and 2004...... 10 SECTION 2. Issue of Bonds of Series Due 1999 and 2004................ 10 SECTION 3. Dates, Interest, etc., of Bonds of Series Due 1999 and 2004 10 SECTION 4. Denominations and Exchangeability of Bonds of Series Due 1999 and 2004........................................ 11 SECTION 5. Redemption of Bonds of Series Due 1999 and 2004........... 12 SECTION 6. [This space left blank intentionally]..................... 12 SECTION 7. Absence of Maintenance and Replacement Fund............... 12 ARTICLE TWO COVENANTS OF THE COMPANY SECTION 1. Confirmation of Covenants by Company in First Mortgage................................................. 12 SECTION 2. Covenants with Respect to Subsidiaries.................... 12 ARTICLE THREE AMENDMENT OF ARTICLE ONE, ARTICLE FIVE, ARTICLE ELEVEN, AND ARTICLE EIGHTEEN OF THE FIRST MORTGAGE AS AMENDED SECTION 1. Amendment to Section 5 of Article One..................... 13 SECTION 2. Reservation of Right to Amend Mortgage without consent of Certain Bondholders........................... 13 ARTICLE FOUR MISCELLANEOUS SECTION 1. Thirty-sixth Supplemental Indenture to Form Part of First Mortgage................................................. 15 SECTION 2. Definitions in First Mortgage Shall Apply to Thirty-sixth Supplemental Indenture................................... 15 SECTION 3. Execution in Counterparts................................. 15 THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of February 15, 1994, between The Cincinnati Gas & Electric Company, a corporation of the State of Ohio (the Company), and The Bank of New York, a corporation of the State of New York (the Trustee), as Trustee. WHEREAS, the Company has executed and delivered to the Trustee a certain Indenture, dated as of August 1, 1936 (the First Mortgage), to secure the payment of the principal of and interest on an issue of bonds of the Company, unlimited in aggregate principal amount (the Bonds); WHEREAS, Article Two of the First Mortgage provides that the Bonds may be issued in series, and Article Eighteen of the First Mortgage as amended provides that the Company and the Trustee may from time to time enter into one or more indentures supplemental to the First Mortgage for the purpose of establishing the terms and provisions of any series of Bonds other than the initial series; WHEREAS, the Company and the Trustee have amended and supplemented the First Mortgage by means of thirty-five supplemental indentures (the First Mortgage as amended) under the Tenth, Eleventh, Twelfth, Thirteenth, Fifteenth, Eighteenth, Nineteenth, Twenty-fourth, Twenty-fifth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth and Thirty-fifth of which there are Bonds now outstanding; WHEREAS, the Company, pursuant to resolutions duly adopted by the Finance Committee of its Board of Directors at a duly called and held meeting, has approved the form, terms, and provisions of this Thirty-sixth Supplemental Indenture and authorized its execution for the purpose of creating under the First Mortgage as amended and this Thirty-sixth Supplemental Indenture two new series of First Mortgage Bonds designated as the First Mortgage Bonds, 5.80% Series Due 1999 (the Bonds of Series Due 1999) and the First Mortgage Bonds, 6.45% Series Due 2004 (the Bonds of Series Due 2004); WHEREAS, the Bonds of Series Due 1999 and the Bonds of Series Due 2004, when referred to collectively in this Thirty-sixth Supplemental Indenture, are called the Bonds of Series Due 1999 and 2004; WHEREAS, the Bonds of Series Due 1999 and 2004 are to be substantially in the following forms, with appropriate omissions, insertions, and variations as in the First Mortgage as amended and in this Thirty-sixth Supplemental Indenture provided or permitted: [FORM OF BOND OF SERIES DUE 1999] No. ..................... $ ....................... THE CINCINNATI GAS & ELECTRIC COMPANY FIRST MORTGAGE BOND 5.80% Series Due 1999 Due February 15, 1999 THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation of the State of Ohio (the Company), for value received hereby promises to pay to or registered assigns, on February 15, 1999, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and, subject to certain exceptions provided in Section 3 of Article One of the Thirty-sixth Supplemental Indenture referred to below, to pay by check to the person in whose name this Bond is registered at the close of business on the record date for such payment, as defined in such Section 3, interest thereon from the interest payment date to which interest has been paid last preceding the date hereof (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof, or unless the date hereof is August 1, 1994, or prior thereto, in which case from February 15, 1994, or unless the date hereof is between a record date and the interest payment date for such record date, in which case from such interest payment date), at the rate of 5.80% per annum in like coin or currency, payable at such office or agency semiannually on February 15 and August 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This Bond is one of an issue of First Mortgage Bonds of the Company issued and to be issued in series under and pursuant to and equally secured by an indenture of mortgage and deed of trust dated as of August 1, 1936, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented as hereinafter stated, and is one of a series of such First Mortgage Bonds, which series is designated as the First Mortgage Bonds, 5.80% Series Due 1999, of the Company (the Bonds of Series Due 1999), the terms and provisions of which have been established by a Thirty-sixth Supplemental Indenture dated as of February 15, 1994, executed by the Company to The Bank of New York, as Trustee. Subsequent to the execution and delivery of the indenture of mortgage and deed of trust there have been executed and delivered thirty-six indentures supplemental thereto, including the Thirty-sixth Supplemental Indenture, supplementing and amending as therein set forth certain provisions thereof. The indenture of mortgage and deed of trust and the supplemental indentures collectively are sometimes called the Indenture. For a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the Bonds and of the Trustee therein and thereto, the duties and immunities of the Trustee, and the terms and conditions upon which the Bonds are issued and secured, reference is hereby made to the Indenture. The rights and obligations of the Company and of the holders and registered owners of the Bonds of this issue may be modified or amended at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent of the holders or registered owners of at least 75% in principal amount of the Bonds then outstanding affected by such modification or amendment, all in the manner and subject to the limitations set forth in the Indenture, any consent by the holder or registered owner of any Bond being conclusive and binding upon such holder or registered owner and upon all of its future holders and owners, irrespective of whether or not any notation of such consent is made upon the Bond; provided that no such modification or amendment by such supplemental indenture shall extend the maturity of, or reduce the rate of interest on, or otherwise modify the terms of payment of the principal of, or interest on, this Bond, which obligations are absolute and unconditional, nor permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Bonds of Series Due 1999 are not redeemable prior to February 15, 1999. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond; and thereupon a new registered Bond or Bonds of Series Due 1999 for a like principal amount and of authorized denominations will be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment, if the Company shall require it, of the charges therein prescribed. The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes. Bonds of Series Due 1999 are issuable as registered Bonds in the denominations of $1,000 and integral multiples thereof. No recourse shall be had for the payment of the principal of, or interest on, this Bond, or under or upon any obligation, covenant, or agreement contained in the Indenture, against any incorporator or any past, present, or future subscriber to capital stock, shareholder, officer, or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any present or future rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers, and directors being released by the registered owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Indenture. This Bond shall not become valid or obligatory for any purpose until The Bank of New York, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, The Cincinnati Gas & Electric Company has caused this Bond to be signed in its name by its President or a Vice-President, manually or in facsimile, and its corporate seal or a facsimile thereof to be affixed hereto or reproduced hereon and attested by its Secretary or an Assistant Secretary, manually or in facsimile. Dated THE CINCINNATI GAS & ELECTRIC COMPANY, By President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS OF SERIES DUE 1999] This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK, Trustee, By Authorized Signatory. [FORM OF BOND OF SERIES DUE 2004] No. ..................... $ ....................... THE CINCINNATI GAS & ELECTRIC COMPANY FIRST MORTGAGE BOND 6.45% Series Due 2004 Due February 15, 2004 THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation of the State of Ohio (the Company), for value received hereby promises to pay to or registered assigns, on February 15, 2004, at the office or agency of the Company in the Borough of Manhattan, The City of New York, Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and, subject to certain exceptions provided in Section 3 of Article One of the Thirty-sixth Supplemental Indenture referred to below, to pay by check to the person in whose name this Bond is registered at the close of business on the record date for such payment, as defined in such Section 3, interest thereon from the interest payment date to which interest has been paid last preceding the date hereof (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof, or unless the date hereof is August 1, 1994, or prior thereto, in which case from February 15, 1994, or unless the date hereof is between a record date and the interest payment date for such record date, in which case from such interest payment date), at the rate of 6.45% per annum in like coin or currency, payable at such office or agency semiannually on February 15 and August 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This Bond is one of an issue of First Mortgage Bonds of the Company issued and to be issued in series under and pursuant to and equally secured by an indenture of mortgage and deed of trust dated as of August 1, 1936, executed by the Company to The Bank of New York, as Trustee, as amended and supplemented as hereinafter stated, and is one of a series of such First Mortgage Bonds, which series is designated as the First Mortgage Bonds, 6.45% Series Due 2004, of the Company (the Bonds of Series Due 2004), the terms and provisions of which have been established by a Thirty-sixth Supplemental Indenture dated as of February 15, 1994, executed by the Company to The Bank of New York, as Trustee. Subsequent to the execution and delivery of the indenture of mortgage and deed of trust there have been executed and delivered thirty-six indentures supplemental thereto, including the Thirty-sixth Supplemental Indenture, supplementing and amending as therein set forth certain provisions thereof. The indenture of mortgage and deed of trust and the supplemental indentures collectively are sometimes called the Indenture. For a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the Bonds and of the Trustee therein and thereto, the duties and immunities of the Trustee, and the terms and conditions upon which the Bonds are issued and secured, reference is hereby made to the Indenture. The rights and obligations of the Company and of the holders and registered owners of the Bonds of this issue may be modified or amended at the request of the Company by an indenture or indentures supplemental to the Indenture, executed pursuant to the consent of the holders or registered owners of at least 75% in principal amount of the Bonds then outstanding affected by such modification or amendment, all in the manner and subject to the limitations set forth in the Indenture, any consent by the holder or registered owner of any Bond being conclusive and binding upon such holder or registered owner and upon all of its future holders and owners, irrespective of whether or not any notation of such consent is made upon the Bond; provided that no such modification or amendment by such supplemental indenture shall extend the maturity of, or reduce the rate of interest on, or otherwise modify the terms of payment of the principal of, or interest on, this Bond, which obligations are absolute and unconditional, nor permit the creation of any lien ranking prior to or equal with the lien of the Indenture on any of the mortgaged property. The Bonds of Series Due 2004 are not redeemable prior to February 15, 2004. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond; and thereupon a new registered Bond or Bonds of Series Due 2004 for a like principal amount and of authorized denominations will be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment, if the Company shall require it, of the charges therein prescribed. The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes. Bonds of Series Due 2004 are issuable as registered Bonds in the denominations of $1,000 and integral multiples thereof. No recourse shall be had for the payment of the principal of, or interest on, this Bond, or under or upon any obligation, covenant, or agreement contained in the Indenture, against any incorporator or any past, present, or future subscriber to capital stock, shareholder, officer, or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, under any present or future rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, shareholders, officers, and directors being released by the registered owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Indenture. This Bond shall not become valid or obligatory for any purpose until The Bank of New York, the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, The Cincinnati Gas & Electric Company has caused this Bond to be signed in its name by its President or a Vice-President, manually or in facsimile, and its corporate seal or a facsimile thereof to be affixed hereto or reproduced hereon and attested by its Secretary or an Assistant Secretary, manually or in facsimile. Dated THE CINCINNATI GAS & ELECTRIC COMPANY, By President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS OF SERIES DUE 2004] This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture. THE BANK OF NEW YORK, Trustee, By Authorized Signatory. WHEREAS, all things necessary to make the Bonds of Series Due 1999 and 2004 herein described, when duly authenticated by the Trustee and issued by the Company, valid, binding, and legal obligations of the Company, and to make this Thirty-sixth Supplemental Indenture a valid and binding agreement supplemental to the First Mortgage, have been done and performed; THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE WITNESSETH In consideration of the premises and of the acceptance and purchase of the Bonds of Series Due 1999 and 2004, the Company agrees with the Trustee as follows: ARTICLE ONE BONDS OF SERIES DUE 1999 AND 2004 AND ISSUE THEREOF SECTION 1. There shall be two series of Bonds designated as set forth in the second paragraph of the respective form of Bond, each of which shall bear the descriptive title First Mortgage Bond. The aggregate principal amount of the Bonds of Series Due 1999 and the Bonds of Series Due 2004 which may be outstanding under the First Mortgage as amended and this Thirty-sixth Supplemental Indenture shall be limited to $110,000,000 for each such series, except as provided in Section 9 of Article Two of the First Mortgage as amended. The Bonds of Series Due 1999 and 2004 and the Trustee's certificate to be endorsed on all the Bonds of such series shall respectively be substantially as recited above, with such appropriate omissions, insertions, and variations as in the First Mortgage as amended and in this Thirty-sixth Supplemental Indenture permitted. SECTION 2. Upon the execution and delivery of this Thirty- sixth Supplemental Indenture and upon delivery to the Trustee of $220,000,000 aggregate principal amount of Bonds of Series Due 1999 and 2004, executed by the Company, and upon compliance by the Company with the provisions of the First Mortgage as amended, the Trustee shall, without awaiting the filing or recording of this Thirty-sixth Supplemental Indenture, authenticate and deliver the Bonds. SECTION 3. Bonds of Series Due 1999 and 2004 shall be dated the date of their authentication, shall mature on the date set forth in the first paragraph of the respective form of Bond, shall bear interest at the rate set forth in the first paragraph of the respective form of Bond until paid or redeemed, payable by check semi-annually on each February 15 and August 15, and shall be payable as to both principal and interest in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in The City of New York. So long as there is no existing default in the payment of interest on the Bonds of Series Due 1999 and 2004, all Bonds authenticated by the Trustee after the close of business on the record date (as hereinafter defined) for any interest payment date and prior to such interest payment date, shall bear interest from such interest payment date; provided, however, that if and to the extent that the Company shall default in the interest due on such interest payment date then any such Bond shall bear interest from the February 15 or August 15, as the case may be, next preceding the date of such Bond to which interest has been paid, unless such interest payment date is August 15, 1994, in which case from February 15, 1994. The person in whose name any Bond of Series Due 1999 and 2004 is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names outstanding Bonds of Series Due 1999 and 2004 are registered on the record date fixed by the Company for the payment of such defaulted interest. The term "record date", as used in this Section 3 with respect to any interest payment date, shall mean February 1 for interest payable February 15 and shall mean August 1 for interest payable August 15. Notwithstanding the provision of the last sentence of Section 5 of Article Two of the First Mortgage as amended, the Company shall be required to register transfers of or exchange Bonds of Series Due 1999 and 2004 at any time, except that the Company shall not be required to register the transfer of or exchange any such Bonds for a period of eleven business days next preceding any selection of Bonds of Series Due 1999 and 2004 to be redeemed, or to register the transfer of or exchange any such Bonds selected, called or being called for redemption. SECTION 4. Bonds of Series Due 1999 and 2004 shall be issued in the denominations of $1,000 and authorized multiples thereof. Subject to the provisions of the First Mortgage as amended, and as provided therein, any owner of a Bond of Series Due 1999 or a Bond of Series Due 2004 may, at his option, surrender the same for cancellation in exchange for other Bonds of the same series of other authorized denominations for a like aggregate principal amount. SECTION 5. Bonds of Series Due 1999 and Bonds of Series Due 2004 are not redeemable prior to February 15, 1999 and February 15, 2004, respectively. SECTION 6. [This space left blank intentionally] SECTION 7. The covenant to provide a Maintenance and Replacement Fund contained in the provisions of Section 5 of Article Eight of the First Mortgage as amended shall not apply in respect of the Bonds of Series Due 1999 and 2004. ARTICLE TWO COVENANTS OF THE COMPANY SECTION 1. All covenants and agreements by the Company in the First Mortgage as heretofore and hereby amended are hereby confirmed, except the covenant contained in Section 5 of Article Eight. SECTION 2. So long as any Bonds of Series Due 1999 and 2004 shall be outstanding the Company (a) will not sell or otherwise dispose of any equity securities owned by it of The Union Light, Heat and Power Company, a Kentucky corporation (the Subsidiary) otherwise than to the Subsidiary or otherwise than as part of a merger or consolidation of the Subsidiary into or with the Company or the liquidation of the Subsidiary, unless all the equity securities owned by the Company of the Subsidiary shall be sold or otherwise disposed of and the proceeds of such sale or other disposition deposited with the Trustee hereunder to be held and disposed of as provided in Section 5 of Article Eleven of the First Mortgage as amended, and (b) will not permit the Subsidiary to sell, otherwise than to the Company, any equity securities issued by the Subsidiary; provided that nothing in this clause (b) shall prevent the Subsidiary, in connection with the sale of equity securities to the Company, from selling equity securities to others than the Company to the extent necessary to satisfy the preemptive rights of minority stockholders under applicable law. So long as any Bonds of Series Due 1999 and 2004 shall be outstanding, the Company (a) will not sell or otherwise dispose of any securities, other than equity securities, owned by it of the Subsidiary otherwise than to the Subsidiary or otherwise than as part of the merger or consolidation of the Subsidiary into or with the Company; or (b) so long as any equity securities of the Subsidiary shall be owned by the Company, will not permit the Subsidiary to issue or sell, otherwise than to the Company, any securities, other than equity securities, issued by the Subsidiary if, in either case, after giving effect to such sale or other disposition, the outstanding securities, other than equity securities, of the Subsidiary will be in excess of 75% of the plant account of the Subsidiary as shown by its books as of the end of the calendar month next preceding such sale or other disposition after deducting from such plant account the amount of the reserves for depreciation and amortization applicable thereto shown by the books of the Subsidiary and any other reserves shown by its books which are applicable to such plant account or any part thereof. The term "equity securities", as used in this Section, shall mean any securities other than bonds, notes, or other evidences of indebtedness bearing interest at a fixed rate and payable on demand or having a fixed maturity date. ARTICLE THREE AMENDMENT OF ARTICLE ONE, ARTICLE FIVE, ARTICLE ELEVEN, AND ARTICLE EIGHTEEN OF THE FIRST MORTGAGE AS AMENDED SECTION 1. The Bonds of Series Due 1999 and 2004 are hereby excluded from subdivision (7) of Section 5 of Article One of the First Mortgage as heretofore and hereby amended or supplemented. SECTION 2. The Company reserves the right, without any consent or other action by holders of Bonds of Series Due 1999 and 2004 or of any subsequently created series, to amend at any time the First Mortgage, as heretofore and hereby amended or supplemented, as follows: (1) by inserting after the words "or other similar property," in subdivision (1) of Section 2 of Article Eleven thereof the following: "or any nuclear fuel materials, assemblies or components," (2) at any time after all Bonds of any Series created prior to 1986 are no longer outstanding under the First Mortgage (a) by substituting for the words "in a principal amount not exceeding sixty per centum (60%) of" in Section 3 of Article Five thereof the following: "in a principal amount not exceeding sixty-six and two-thirds per centum (66 2/3%) of" (b) by substituting for the words "with the consent of holders of seventy-five per centum (75%) in aggregate principal amount of the Bonds at the time outstanding;" in Section 2 of Article Eighteen thereof the following: "with the consent of holders of sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the Bonds at the time outstanding;" (c) by substituting for the third paragraph of Section 2 of Article Eighteen thereof the following: "Whenever, at any time after the completion of publication of said notice, the Company shall deliver to the Trustee an instrument or instruments executed by holders of at least sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the Bonds affected, outstanding at the time of such delivery, consenting to the substance of the proposed modification or amendment, thereupon the Trustee shall execute such supplemental indenture in substantially the form of the copy thereof on file with the Trustee, and no holder of any Bond shall have any right or interest to object to the execution of said supplemental indenture or to object to any of the terms or provisions therein contained, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Company from executing the same or from taking any action pursuant to the provisions thereof, provided that, in lieu of an instrument or instruments executed by holders of Bonds, the consent of the holders of any series of Bonds to any such proposed modification or amendment may be set forth in and evidenced by the supplemental indenture establishing the terms and provisions of such series." ARTICLE FOUR MISCELLANEOUS SECTION 1. The provisions of this Thirty-sixth Supplemental Indenture shall become effective immediately upon the execution and delivery hereof, except that the provisions hereof modifying and amending the First Mortgage as amended shall become effective simultaneously with and upon the initial issue of Bonds of Series Due 1999 and 2004. From and after such initial issue of Bonds of Series Due 1999 and 2004, this Thirty-sixth Supplemental Indenture shall form a part of the First Mortgage and all the terms and conditions hereof shall be deemed to be part of the terms of the First Mortgage, as fully and with the same effect as if they had been set forth in the First Mortgage as originally executed. Except as modified or amended by this Thirty-sixth Supplemental Indenture, the First Mortgage as amended shall remain and continue in full force and effect in accordance with the terms and provisions thereof, and all the covenants, conditions, terms, and provisions of the First Mortgage as amended shall be applicable with respect to the Bonds of Series Due 1999 and 2004, except in so far as such covenants, conditions, terms, and provisions are limited and applicable only to the Bonds of another or other series, and all the covenants, conditions, terms, and provisions of the First Mortgage as amended with respect to the Trustee shall remain in full force and effect and be applicable to the Trustee under this Thirty-sixth Supplemental Indenture in the same manner as though set out herein at length. All representations and recitals contained in this Thirty-sixth Supplemental Indenture and in the Bonds of Series Due 1999 and 2004 (save only the Trustee's certificate upon such Bonds) are made by and on behalf of the Company, and the Trustee is in no way responsible therefor or for any statement therein contained. SECTION 2. The terms defined in Article One of the First Mortgage as heretofore and hereby amended, when used in this Thirty-sixth Supplemental Indenture shall, respectively, have the meanings set forth in such Article. SECTION 3. This Thirty-sixth Supplemental Indenture may be executed in several counterparts and each counterpart shall be an original instrument. IN WITNESS WHEREOF, THE CINCINNATI GAS & ELECTRIC COMPANY has caused this instrument to be signed on its behalf by one of its Vice-Presidents and its corporate seal to be hereunto affixed and attested by its Secretary, and THE BANK OF NEW YORK has caused this instrument to be signed on its behalf by a Vice President and its corporate seal to be hereunto affixed and attested by an Assistant Treasurer, as of the day and year first above written. THE CINCINNATI GAS & ELECTRIC COMPANY, By /S/ C. R. Everman ----------------------------------- Vice-President. (Seal) Attest: /S/ D. R. Blum --------------------- Secretary. Signed and acknowledged in our presence on behalf of The Cincinnati Gas & Electric Company /S/ B. C. Arnett --------------------------- B. C. Arnett /S/ J. A. Dorsey --------------------------- J. A. Dorsey The Bank of New York, By /S/ W. T. Cunningham ----------------------------------- Vice President. (Seal) Attest: /S/ L. Firrincieli -------------------- Assistant Treasurer. Signed and acknowledged in our presence on behalf of The Bank of New York /S/ A. Mazur --------------------------- A. Mazur /S/ L. Mullen --------------------------- L. Mullen STATE OF OHIO ) ss.: COUNTY OF HAMILTON ) On this 9th day of February 1994, C. ROBERT EVERMAN and DONALD R. BLUM, came before me and acknowledged that they signed and sealed this instrument as Vice-President and Secretary, respectively, of THE CINCINNATI GAS & ELECTRIC COMPANY and that the same were free acts; and such Vice-President, being duly sworn, said that he resides in Kenton County, Kentucky that he is a Vice-President of the corporation, that the seal affixed hereto is its corporate seal, that it was affixed by order of its Board of Directors, and that he signed his name thereto by like order. IN WITNESS WHEREOF I have signed my name and affixed my official seal. (Seal) /S/ Steven A. Niederbaumer --------------------------- STEVEN A. NIEDERBAUMER Notary Public, State of Ohio My Commission Expires Oct. 26, 1994 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On this 11th day of February 1994, W. T. CUNNINGHAM and LUCILLE FIRRINCIELI, came before me and acknowledged that they signed and sealed this instrument as VICE PRESIDENT and ASSISTANT TREASURER, respectively, of THE BANK OF NEW YORK, and that the same were free acts; and such VICE PRESIDENT being duly sworn, said that he resides in DENVILLE, NEW JERSEY, that he is a VICE PRESIDENT of THE BANK OF NEW YORK, that the seal affixed hereto is its corporate seal, that it was affixed by authority of its Board of Directors, and that he signed his name thereto by like authority. IN WITNESS WHEREOF I have signed my name and affixed my official seal. (Seal) /S/ Marion Papadogonas --------------------------- Marion Papadogonas Notary Public, State of New York No. 31-4842989 Qualified in New York County Commission Expires May 31, 1995 This instrument was prepared by /S/ James J. Mayer -------------------------- James J. Mayer, Esq. P.O. Box 960 Cincinnati, Ohio 45201 EX-5 4 OPINION OF TAFT, STETTINIUS & HOLLISTER EXHIBIT 5 [LETTERHEAD OF TAFT, STETTINIUS & HOLLISTER] February 16, 1994 The Cincinnati Gas & Electric Company 139 East Fourth Street Cincinnati, OH 45202 Re: $300,000,000 The Cincinnati Gas & Electric Company First Mortgage Bonds (Shelf Registration) -------------------------------------------------- Dear Sirs: We are acting as counsel to The Cincinnati Gas & Electric Company (the "Company") in connection with the proposed shelf registration by it of $300,000,000 principal amount of its First Mortgage Bonds (the "Bonds"). In connection therewith we have examined copies of: (a) The Registration Statement on Form S-3, including the documents incorporated therein by reference (the "Registration Statement"), being filed by the Company with the Securities and Exchange Commission (the "Commission") for the registration of the Bonds pursuant to the Securities Act of 1993, as amended; (b) the Amended Articles of Incorporation of the Company, as amended (the "Articles"), and its Regulations as now in effect; (c) resolutions relating to the Bonds which were adopted at a meeting of the Board of Directors of the Company held on February 16, 1994; (d) the First Mortgage dated as of August 1, 1936 between the Company and Bank of New York, Trustee, as amended and supplemented by thirty-six supplemental indentures (the First Mortgage as amended and supplemented by the thirty-six supplemental indentures being hereinafter called the "Mortgage"); (e) the form of a proposed supplemental indenture to the Mortgage, a copy of which is being filed as an Exhibit to the Registration Statement; (f) the form of the Underwriting Agreement relating to the Bonds, a copy of which is being filed as an Exhibit to the Registration Statement; (g) the proposed form of the Bonds, as included in the form of the proposed supplemental indenture; and (h) such other opinions, documents, minutes, corporate records, certificates of public officials, certificates or representations of officers of the Company, instruments and matters relating to the authorization and issuance of the Bonds as we have deemed necessary. Based upon the foregoing, we are of the opinion that: (1) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Ohio; and (2) when (i) the Company shall have duly authorized the creation of the Bonds under the Mortgage and the supplemental indenture, the issuance and sale of the Bonds, and the execution and delivery of the supplemental indenture in substantially the form of the supplemental indenture referred to in paragraph (e) above (completed as to interest rate, redemption prices and other terms) (the "Supplemental Indenture"); (ii) the Company's Registration Statement, as it may be amended, shall have been declared effective by order of the Commission, and the Mortgage, as supplemented by the Supplemental Indenture, shall have been qualified under the Trust Indenture Act of 1939, as amended; (iii) The Public Utilities Commission of Ohio shall have entered an appropriate order authorizing the issuance and sale of the Bonds; (iv) the Supplemental Indenture in substantially the form authorized by the Company shall have been duly executed and delivered by the proper officers of the Company and the Trustee; and (v) the Bonds in substantially the form of the proposed form of the Bonds shall have been duly executed, authenticated, issued and delivered to the underwriters thereof against payment of the purchase price therefor in accordance with the Underwriting Agreement relating to the Bonds, then the Bonds will constitute valid and binding obligations of the Company in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and will be entitled to the lien of the Mortgage, as supplemented by the Supplemental Indenture, equally and ratably with the bonds or other series outstanding under the Mortgage. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to us in the Prospectus comprising a part of the Registration Statement, to the use of our name under the captions "Statement Concerning Experts" and "Legal Opinions" in that Prospectus, and to the incorporation into the Prospectus by reference of the statements as to matters of law and legal conclusions reviewed by us and referred to under said caption "Statement Concerning Experts". Very truly yours, /s/ Taft, Stettinius & Hollister EX-12 5 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGE EXHIBIT 12 THE CINCINNATI GAS & ELECTRIC COMPANY AND SUBSIDIARY COMPANIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31 ----------------------------------------------- 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- (UNAUDITED) (THOUSANDS, EXCEPT RATIOS) Earnings Available Income Before Interest Charges.................... $147,183 $360,693 $353,789 $341,258 $339,672 Allowance for borrowed funds used during construction-- credit..................... 3,586 7,617 23,534 42,256 34,119 Income taxes................ 87,480 68,633 49,095 46,110 62,174 Rents(a).................... 6,179 6,345 6,021 3,934 3,031 -------- -------- -------- -------- -------- Total Available.......... $244,428 $443,288 $432,439 $433,558 $438,996 ======== ======== ======== ======== ======== Fixed Charges Interest Charges............ $159,493 $166,049 $170,327 $148,778 $134,098 Rents(a).................... 6,179 6,345 6,021 3,934 3,031 -------- -------- -------- -------- -------- Total Fixed Charges...... $165,672 $172,394 $176,348 $152,712 $137,129 ======== ======== ======== ======== ======== Ratio of Earnings to Fixed 1.48 2.57 2.45 2.84 3.20 Charges.................... ======== ======== ======== ======== ========
- -------- (a) Estimated interest component of rentals ( 1/3 of rentals was used where no readily defined interest element could be determined). EX-24.B 6 CERTIFIED RESOLUTION EXHIBIT 24-B [LETTERHEAD OF DONALD R. BLUM, SECRETARY, THE CINCINNATI GAS & ELECTRIC COMPANY] CERTIFICATE OF SECRETARY ------------------------ I, D. R. Blum, Secretary of The Cincinnati Gas & Electric Company, an Ohio corporation, DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors duly called and held February 16, 1994 (with reference to the issuance of not to exceed an additional $300 million principal amount of First Mortgage Bonds), and that said resolution is presently in full force and effect, and has not been modified, altered, amended or repealed: RESOLVED, That each of William L. Sheafer, James J. Mayer, and C. Robert Everman, with power to act without the others, is authorized to sign any and all amendments and supplements to the Registration Statement on Form S-3 covering the Bonds, on behalf of and as attorney for the President, any Vice-President, the Secretary, the Treasurer, the Controller, or any Director of the Company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 16th day of February 1994. /s/ D. R. Blum -------------------------------- D. R. Blum (SEAL) EX-25 7 FORM T-1 OF BANK OF NEW YORK EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------- ------------------ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (Jurisdiction of incorporation (I.R.S. employer if not a national bank) Identification No.) 48 Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip Code) ------------------ T H E C I N C I N N A T I G A S & E L E C T R I C C O M P A N Y (Exact name of obligor as specified in its charter) Ohio 31-0240030 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 139 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) ------------------ First Mortgage Bonds* (Title of the indenture securities) *Specific title(s) to be determined in connection with sale(s) of Securities GENERAL ITEM 1. General Information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Superintendent of Banks of the State 2 Rector Street, New York, N.Y. of New York and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. Federal Deposit Insurance Corporation Washington, D.C. 20549 New York Clearing House Association New York, N.Y. (b) Whether it is authorized to exercise corporate trust powers: Yes. ITEM 2. Affiliations with Obligor If the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note on page 2) ------------------ ITEM 16. List of Exhibits: Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of Practice. 1. -A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. -A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. -The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1, Registration Statement No. 33-44051.) 7. -A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. (Exhibit 7 to Form T-1 filed with Registration Statement No. 33-51921). NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. - ------------------ ------------------ SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 1994. The Bank of New York By: /s/ W. T. Cunningham ......................... W. T. Cunningham Vice President -----END PRIVACY-ENHANCED MESSAGE-----