-----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, Txa+HZdKLaThSvrOWdNzEmUSCd8loe4DT7USo3ycsaZLkzPSLRXiGL+OIvlJaq0v d9C6YdOfqJqrvkZGMG4dDA== 0000899652-95-000003.txt : 19950607 0000899652-95-000003.hdr.sgml : 19950607 ACCESSION NUMBER: 0000899652-95-000003 CONFORMED SUBMISSION TYPE: U5B PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950123 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5B SEC ACT: 1935 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 95502360 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U5B 1 FORM U5B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U5B REGISTRATION STATEMENT Filed Pursuant to Section 5 of the Public Utility Holding Company Act of 1935 CINergy Corp. __________________ Name of Registrant Name, Title and Address of Officer to whom Notices and Correspondence concerning this Statement should be Addressed Cheryl M. Foley, Esq. Vice President, General Counsel and Corporate Secretary CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 Glossary of Defined Terms _________________________ When used herein, the following terms shall have the meanings set forth below : Act Public Utility Holding Company Act of 1935, as amended CG&E The Cincinnati Gas & Electric Company, an Ohio corporation and a subsidiary of CINergy CG&E 1993 Form 10-K Annual Report of CG&E on Form 10-K for the year ended December 31, 1993 (File No. 1-1232) CINergy CINergy Corp., a Delaware corporation Commission Securities and Exchange Commission Energy PSI Energy, Inc., an Indiana corporation and a subsidiary of CINergy Energy 1993 Form 10-K Annual Report of Energy on Form 10-K for the year ended December 31, 1993, as amended (File No. 1-3543) EWG Exempt wholesale generator as defined in Section 32 of the Act FERC Federal Energy Regulatory Commission FUCO Foreign utility company as defined in Section 33 of the Act IURC Indiana Utility Regulatory Commission KPSC Kentucky Public Service Commission KV Kilovolts KWH Kilowatt hours Lawrenceburg Lawrenceburg Gas Company, an Indiana corporation and a wholly-owned subsidiary of CG&E Mcf 1,000 cubic feet (of gas) Merger The mergers consummated on October 24, 1994, by which CINergy became the holding company for CG&E and Energy Miami Miami Power Corporation, an Indiana corporation and a wholly-owned subsidiary of CG&E MW Megawatts PSI PSI Resources, Inc., an Indiana corporation and Energy's parent company prior to its merger with and into CINergy PUCO Public Utilities Commission of Ohio ULH&P The Union Light, Heat and Power Company, a Kentucky corporation and a wholly- owned subsidiary of CG&E West Harrison The West Harrison Gas and Electric Company, an Indiana corporation and a wholly-owned subsidiary of CG&E Explanatory Note and Request for Waiver CINergy's principal utility subsidiaries, CG&E and Energy, have been (and remain) subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. Pursuant to these requirements, CG&E and Energy (or PSI, Energy's parent company prior to the Merger) have filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements and other reports. In addition, CG&E, Energy and PSI have filed registration statements with the Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. In addition, as exempt holding companies, CG&E and PSI (which was merged into CINergy on October 24, 1994) filed annual exemption statements with the Commission on Form U-3A-2 disclosing additional information about their operations. Further information regarding CINergy and its subsidiaries has recently been filed with the Commission in Form U- 1 filings by CINergy in File No. 70-8427 (relating to the Merger), File No. 70-8477 (relating to the issuance of certain shares of common stock), and File No. 70-8521 (relating to a credit agreement and other transactions). Additional information regarding CINergy and its subsidiaries will be set forth in additional U-1 filings to be made in the near future. These filings set forth much of the same information required by Form U5B. In view of the Commission's familiarity with the CINergy System through these filings, CINergy respectfully requests that the Commission waive, pursuant to Rule 20(a)(3) under the Act, the requirements of Form U5B to the extent the disclosure required by Form U5B has already been filed with the Commission in other filings, and permit the incorporation of certain information by reference to the extent indicated herein. REGISTRATION STATEMENT The undersigned holding company hereby submits its registration statement to the Commission pursuant to Section 5 of the Act. 1. Exact name of registrant. CINergy Corp. 2. Address of principal executive offices. 139 East Fourth Street, Cincinnati, Ohio 45202 3. Name and address of chief accounting officer. Charles J. Winger Comptroller and Chief Accounting Officer CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 4. Certain information as to the registrant and each subsidiary company thereof:
Col. A Col. B Col. C Col. D Col. E - ------ ------ ------ ------ ------ Date of Type of Name of Company Organization State Incorporation Business - --------------- ------------ ----- ------------- -------- CINergy Corp. Corporation DE June 30, 1993 Holding company The Cincinnati Gas & Electric Co. Corporation OH April 3, 1837 Electric and gas utility The Union Light, Heat and Power Co. Corporation KY March 20, 1901 Electric and gas utility Miami Power Corp. Corporation IN March 25, 1930 Ownership of electric transmission line The West Harrison Gas and Electric Co. Corporation IN August 19, 1942 Electric utility Lawrenceburg Gas Co. Corporation IN May 5, 1868 Gas utility Tri-State Improvement Co. Corporation OH January 14, 1964 Utility-related real estate KO Transmission Co. Corporation KY April 11, 1994 Ownership of future gas pipeline interest PSI Energy, Inc. Corporation IN September 6, 1941 Electric utility PSI Energy Argentina, Inc. Corporation IN June 5, 1992 FUCO South Construction Company, Inc. Corporation IN May 31, 1934 Utility-related real estate CINergy Services, Inc. Corporation DE February 23, 1994 Subsidiary service company CINergy Investments, Inc. Corporation DE October 24, 1994 Subholding company for certain non- utility businesses Enertech Associates International, Inc. Corporation OH October 26, 1992 Energy-related consulting and energy- related investments Beheer- En Beleg- ginsmaatschappij Bruwabel B.V. Corporation Nether- April 22, 1991 Subholding company for European Lands consulting operations Power International s.r.o. Limited Czech May 15, 1991 Energy-related consulting liability Repub. company Power Development s.r.o. Limited Czech June 1, 1994 Energy-related consulting, development liability Repub. and investments (inactive) company CG&E Resource Marketing, Inc. Corporation DE January 10, 1994 Natural gas brokering and marketing and investments in same CGE ECK, Inc. Corporation DE March 3, 1994 Subholding company for ownership of interest in a foreign generating facility PSI Recycling, Inc. Corporation IN June 1, 1990 Recycling PSI Argentina, Inc. Corporation IN April 10, 1992 EWG Costanera Power Corp. Corporation IN April 10, 1992 EWG E P EDEGEL, Inc. Corporation DE January 7, 1994 Company formed to acquire, own and hold interests in foreign EWGs (inactive) Power Equipment Supply Co. Corporation IN January 23, 1990 Surplus and salvage equipment marketing and brokering Wholesale Power Services, Inc. Corporation IN October 8, 1992 Brokering of power emission allowances, elec. futures and related products and services; wholesale power consulting; electronic bulletin board PSI T&D International, Inc. Corporation IN August 3, 1994 Foreign utility investments (inactive) PSI Yacyreta, Inc. Corporation IN September 8, 1994 Foreign utility investments (inactive) PSI Power Resource Development, Inc. Corporation IN January 23, 1990 Independent power production and cogeneration development (inactive) PSI Power Resource Operations, Inc. Corporation IN December 27, 1989 Independent power production and cogeneration operation and maintenance (inactive) PSI Environmental Corp. Corporation IN December 12, 1991 Energy-related environmental services (inactive) PSI International, Inc. Corporation IN December 9, 1991 Cogeneration and power production (inactive) PSI Sunnyside, Inc. Corporation IN December 6, 1990 Cogeneration and power production (inactive)
BUSINESS 5. (a) The general character of the business done by the registrant and its subsidiaries, separated as between the holding companies, public utility subsidiaries (as defined in the Act) and the various non- utility subsidiaries. CINergy. CINergy was incorporated under the laws of the State of Delaware on June 30, 1993 to become a holding company for CG&E and Energy. On October 24, 1994, PSI was merged with and into CINergy, and a subsidiary of CINergy was merged with and into CG&E. As a result of these mergers, CINergy became a holding company for CG&E and Energy, and on October 25, 1994, CINergy filed a Form U5A Notification of Registration with the Commission. CG&E. CG&E was incorporated under the laws of the State of Ohio on April 3, 1837 and is an electric and gas public utility company. In addition, CG&E owns all of the outstanding common stock of ULH&P, Miami, West Harrison and Lawrenceburg. Each of ULH&P, Miami, West Harrison and Lawrenceburg is a public utility company under the Act. CG&E also owns 9% of the outstanding voting securities of Ohio Valley Electric Corp., an electric utility company under the Act. CG&E and its utility 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, gas, or both covers approximately 3,000 square miles, has 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. ULH&P provides electric and/or gas service to customers in a 500- square-mile area with a population of approximately 280,000 in Covington, Newport and other smaller communities and adjacent rural territory within the Counties of Kenton, Campbell, Boone, Grant, Pendleton and Gallatin, Kentucky. Miami owns a 138 kV transmission line running from the Miami Fort Power Station to a point near Madison, Indiana. West Harrison sells electricity over a 3-square- mile area with a population of approximately 1,000 in West Harrison, Indiana, and adjacent rural territory. Lawrenceburg sells natural gas over a 60-square-mile area with a population of approximately 20,000 in southeastern Indiana. CG&E is subject to regulation as a public utility as to retail electric and gas rates and other matters by the PUCO. Rates within municipalities in Ohio are subject to original regulation by the municipalities. The Ohio Power Siting Board, a division of the PUCO, has jurisdiction over the location, construction and initial operation of new electric generating facilities and certain electric and gas transmission lines of CG&E in Ohio. CG&E, ULH&P and Miami are also subject to regulation by the FERC with respect to the classification of accounts, rates for wholesale sales of electricity, interconnection agreements, issuances of securities not regulated by state commissions, and acquisition and sales of certain utility properties. ULH&P is subject to regulation by the KPSC. In addition, CG&E and ULH&P are subject to regulation by the FERC under the Natural Gas Act of 1935, as amended. CG&E non-utility subsidiaries and interests. CG&E has two non-utility subsidiaries, both of which are wholly owned: Tri-State Improvement Company ("Tri-State") and KO Transmission Company ("KO"). Tri-State was incorporated in Ohio in 1964 and is devoted to acquiring and holding property in Ohio, Kentucky and Indiana for substations, electric and gas rights of way, office space and other uses in CG&E utility operations. KO Transmission Company ("KO") was incorporated in Kentucky in 1994 and which will be used to acquire an interest in an interstate natural gas pipeline to which CG&E is entitled as a result of a settlement with the Columbia gas system. It will have an office in Cincinnati and will be engaged in the transportation of natural gas in interstate commerce between Kentucky and Ohio, subject to the jurisdiction of the FERC. KO's pipeline system will extend from Montgomery County, Kentucky, in a northwest direction for approximately 90 miles to the Ohio River. Services by KO will be rendered in accordance with terms and conditions and at rates contained in a gas tariff filed with the FERC. In addition to Tri-State and KO, CG&E holds small minority interests in three limited partnerships which own, rehabilitate and maintain apartment buildings for low income people in the CG&E service territory, with the aim of neighborhood revitalization,/1/ and two limited partnerships which were formed to invest in small and minority- or female-owned businesses in the service territories of CG&E and its subsidiaries./2/ Energy. Energy is an Indiana corporation engaged in the production, transmission, distribution and sale of electric energy in north central, central, and southern Indiana. It serves a population of approximately 1.9 million in 69 of the 92 counties in Indiana, including the cities of Terre Haute, Kokomo, Columbus, Lafayette, Bloomington and New Albany. As a "public utility" under the laws of Indiana, Energy is regulated by the IURC as to its retail rates, services, accounts, depreciation, issuance of securities, and acquisitions and sales of utility properties, and in other respects as provided by Indiana law. Energy is also subject to regulation by the FERC with respect to borrowings and the issuance of securities not regulated by the IURC, the classification of accounts, rates to wholesale customers, interconnection agreements, and acquisitions and sales of certain utility properties as provided by federal laws. Energy has two subsidiaries, both of which are wholly-owned: South Construction Company, Inc. ("South Construction") and PSI Energy Argentina, Inc. ("Energy Argentina"). South Construction was incorporated in Indiana in 1934 and has been used solely to hold legal title to real estate and interests in real estate which are either not used and useful in the conduct of Energy's business (such as undeveloped realty of Energy abutting an Energy office building) or which has some defect in title which is unacceptable to Energy. Most of the realty to which South Construction acquires title relates to Energy's utility business. Energy Argentina is described below under the heading "Investments in Argentina". CINergy Services. CINergy Services was incorporated in Delaware on February 23, 1994 to serve as the service company for the CINergy system. CINergy Services provides CG&E, Energy and the other companies of the CINergy system with a variety of administrative, management and support services. CINergy Investments. CINergy has a number of non-utility interests, most of which are held through CINergy Investments, Inc., a non- utility subholding company organized under Delaware law on October 24, 1994. CINergy Investments holds the following non-utility subsidiaries and interests, which are more fully described below: Enertech Associates International, Inc., its direct subsidiary Beheer- En Belegginsmaatschappij Bruwabel B.V. and its indirect subsidiaries Power International s.r.o. and Power Development s.r.o.; CG&E Resource Marketing, Inc. and its interest in U.S. Energy Partners; CGE ECK, Inc. and its interest in ECK s.r.o.; PSI Recycling, Inc.; PSI Argentina, Inc. and its subsidiaries Costanera Power Corp. and E P EDEGEL, Inc.; Power Equipment Supply Co.; Wholesale Power Services, Inc.; PSI T&D International, Inc. and its subsidiary PSI Yacyreta, Inc.; PSI Power Resource Development, Inc.; PSI Power Resource Operations, Inc.; PSI Environmental Corp.; PSI International, Inc.; and PSI Sunnyside, Inc. Enertech and its subsidiaries. Enertech Associates International, Inc. ("Enertech") was incorporated in Ohio in 1992 as a vehicle for CG&E to offer utility management consulting services and to pursue investment opportunities in energy-related areas, including demand- side management services, consulting, energy and fuel brokering, engineering services, and construction and/or operation of generation, co-generation and independent power production facilities and project development. Enertech has established a regional and international consulting services practice and has had activities in Ohio, Kentucky, Indiana and a number of foreign countries, including Kazakhstan. It has contracted as part of a five-company consortium to render engineering and technical services to a number of the newly independent states of the former Soviet Union. In addition, Enertech renders consulting services in the Czech Republic. To comply with Czech law, and to facilitate its operations in the Czech Republic and the tax-efficient treatment of earnings from those operations, certain Enertech operations are conducted through wholly owned direct and indirect subsidiaries -- Beheer- En Belegginsmaatschappij Bruwabel B.V. ("Bruwabel"), which was organized in 1975 under Dutch law and is a direct subsidiary of Enertech, and Power International s.r.o. and Power Development s.r.o., which were organized in 1991 and 1994, respectively, under Czech law and are subsidiaries of Bruwabel. Bruwabel's business is conducted in The Netherlands, while Power International s.r.o. and Power Development s.r.o conduct business in the Czech Republic. Resource Marketing. CG&E Resource Marketing, Inc. ("Resource Marketing") was incorporated in Delaware in 1994 and has an office in Cincinnati. It was formed to hold CG&E's interest in U.S. Energy Partners, a gas marketing partnership that was formed under Delaware law in 1994. U.S. Energy Partners will compete with traditional regulated local distribution companies by offering "merchant service" (i.e., acquiring natural gas and selling it to customers) and will broker gas to industrial and large commercial customers, with the initial aim, among other things, of recapturing former customers of CG&E's gas utility business. The other partner in the partnership is Public Service Electric & Gas Company. CGE ECK. CGE ECK, Inc. ("CGE ECK") was incorporated in Delaware in 1994 and was formed as the vehicle for an investment in ECK s.r.o., a Czech limited liability company which owns and operates a generating facility in the Czech Republic. At present, CGE ECK holds an approximately 3% interest in ECK s.r.o. and intends to dispose of that interest. PSI Recycling. PSI Recycling, Inc. was incorporated in Indiana in 1990 and recycles paper, metal and other materials from Energy, its largest single supplier, and other sources. PESCO. Power Equipment Supply Co. ("PESCO") was incorporated in Indiana in 1990 and was established to sell equipment and parts from an Energy generating plant which was cancelled, the Marble Hill nuclear project. PESCO now also buys equipment for resale, brokers equipment, and sells equipment on consignment for others. In 1993, PESCO sold switchgear/breakers (58%, based on 1993 data), valves (14%), pumps (14%) and miscellaneous items (14%). PSI Wholesale. Wholesale Power Services, Inc. ("PSI Wholesale") was incorporated in Indiana in 1992 and was formed to engage in the business of brokering power, emission allowances, electricity futures, and related products and services and to provide consulting services in the wholesale power-related markets. In addition, PSI Wholesale, through a division, The International Power Exchange ("IPEX"), was formed to create, market and maintain the services of an "electronic bulletin board" ("EBB") for the bulk power market. The on-line EBB made available by IPEX uses software developed in-house at PSI and enables Energy and other subscribing entities (investor-owned utilities, municipal, cooperatives, non-utility generators, industrial companies and other parties) to advertise wholesale power, bulk transmission and emission allowances for sale or purchase. IPEX's EBB represents the first such EBB developed for and introduced to the national electric utility market. A second phase of the IPEX system will permit subscribers to conduct on-line "screen" trading of hourly energy buy/sell proposals. Investments in Argentina. PSI Argentina, Inc. ("PSI Argentina"), Costanera Power Corp. ("Costanera"), and Energy Argentina are all Indiana corporations established in 1992 in connection with the privatization of electric generation and distribution assets in Argentina. PSI Argentina is a wholly-owned subsidiary of CINergy Investments and in turn has two wholly-owned subsidiaries: Costanera and E P EDEGEL, Inc., which are described below. Through PSI Argentina, Costanera and Energy Argentina, CINergy is a member of two consortia holding interests in Argelec S.A. ("Argelec"); Central Costanera S.A., an Argentine electric generating company that owns a 1260 megawatt facility; and Distrilec Inversora S.A. ("Distrilec"), which owns 51% of the stock of Edesur S.A., an electric distribution system serving the southern half of Buenos Aires. Through PSI Argentina, Energy Argentina and Costanera, CINergy holds a 10% interest in Argelec, a 6% interest in Central Costanera S.A., and an 8% interest in Distrilec. Argelec was formed to hold, and may eventually hold, the consortium's 60% equity interest in Central Costanera S.A. PSI Argentina and Costanera have been determined by the FERC to be exempt wholesale generators under Section 32(a) of the Act. See Costanera Power Corporation, 61 FERC Par.61,335 (1992); PSI Argentina, Inc., 68 FERC Par.61,286 (1994). Energy Argentina is a foreign utility company under Section 33(a) of the Act. All three companies - - Costanera, PSI Argentina, and Energy Argentina -- have been exempted from the Act pursuant to Section 3(b) by orders of the Commission. PSI Resources, et al., Rel. No. 35-25570, 51 SEC Docket 1374 (July 2, 1992); PSI Resources, Inc., et al., Rel. No. 35-25674, 52 SEC Docket 2533 (Nov. 13, 1992). Another subsidiary of PSI Argentina, E P EDEGEL, Inc. was incorporated in Delaware in 1994 to acquire, own and hold, directly or indirectly, interests in foreign EWGs, but to date has not made any such investments and is currently inactive. Inactive subsidiaries. The following subsidiaries of CINergy Investments are inactive: PSI Power Resource Development, Inc. and PSI Power Resource Operations Inc., which were incorporated in Indiana in 1990 and 1989, respectively, and were formed to develop, and operate and maintain independent power producer/cogeneration projects; PSI Environmental Corp., which was incorporated in Indiana in 1991 and was formed to provide energy-related environmental services; PSI International, Inc. and PSI Sunnyside, Inc., which were incorporated in Indiana in 1991 and 1990, respectively, and were formed to develop, construct, operate, and own cogenerating or power production facili- ties; PSI T&D International, Inc. ("T&D"), which was incorporated in August 1994 as an Indiana corporation; and PSI Yacyreta, Inc., which was incorporated in September 1994 as an Indiana corporation and a wholly-owned subsidiary of T&D ("Yacyreta"). Both T&D and Yacyreta were formed to acquire, directly or indirectly, interests in FUCOs. Other interests. In addition to the foregoing non-utility interests, CINergy, as the successor in interest to PSI, holds, directly or indirectly, a number of small minority limited partnership interests in the following entities: Cambridge Ventures, L.P., CID Partnership, L.P., CID Ventures, L.P., CID Equity Capital III, L.P., and Circle Centre Mall. Cambridge Ventures, L.P. is licensed by the United States Small Business Administration as a small business investment company. The primary purpose of the partnership is to operate a venture fund and invest in equities, debt securities with equity participation, secured short and long-term loans and participations with other funds. Investments are typically made in start-up companies with most funding in the $25,000 to $500,000 range. CID Equity Partners (including CID Partnership, L.P., CID Ventures, L.P., and CID Equity Capital III, L.P.) is a private venture capital partnership dedicated to building successful companies through long- term investments in growing Indiana and other midwestern businesses. CID Equity Partners actively seeks investments in companies in expansion financings, start-ups, management buyouts and family company recapitalizations. The initial CID investments were created in response to an Indiana legislative act in 1981 that created a one-time tax credit. The Circle Centre Mall is a 700,000 square foot shopping mall under construction in downtown Indianapolis. Additional information regarding the general character of the business of CINergy and its subsidiaries is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 1.A and 1.B of the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427; Item 1 of the CG&E 1993 Form 10-K; Item 1 of the Energy 1993 Form 10-K; the Exemption Statement of CG&E on Form U-3A-2 for the year ended December 31, 1993 (File No. 69-70); and the Exemption Statement of PSI on Form U-3A-2 for the year ended December 31, 1993, as amended (File No. 1-9941). Information regarding CG&E's arrangements for the purchase of electricity and gas from other than associate companies is set forth in Item 1 of the CG&E 1993 Form 10-K and is hereby incorporated by reference, and information regarding Energy's arrangements for the purchase of electricity from other than associate companies is set forth in Item 1 of the Energy 1993 Form 10-K and is hereby incorporated by reference. The number of communities (by state) served by CG&E and its subsidiaries at December 31, 1993, were: Communities Served Retail Wholesale Total Electric Ohio 78 7 85 Kentucky 39 1 40 Indiana 1 - 1 --- --- --- 118 8 126 Gas Ohio 70 - 70 Kentucky 41 - 41 Indiana 5 1 6 --- --- --- 116 1 117 The number of communities served by Energy at December 31, 1993, were: Communities Served Retail Wholesale Total Electric Indiana 709 18 727 The following tables summarize the statistics relating to sales, purchases, operating revenues, and customers for CG&E and its subsidiaries and Energy, respectively, during the past five years. THE CINCINNATI GAS & ELECTRIC COMPANY AND SUBSIDIARY COMPANIES STATISTICAL SUMMARY Year Ended December 31 1993 1992 1991 1990 1989 ELECTRIC DEPARTMENT Number of customers at year end: Residential 621,111 621,685 612,875 604,819 595,053 Commercial 68,494 69,210 68,025 67,488 66,466 Industrial 3,108 3,194 3,185 3,183 3,176 Other 4,388 4,472 4,361 4,260 4,162 ------- ------- ------- ------- ------- Total retail 697,101 698,561 688,446 679,750 668,857 Sales for resale 13 13 15 11 11 ------- ------- ------- ------- ------- Total 697,114 698,574 688,461 679,761 668,868 Kwh sales (millions): Residential 7,149 6,583 7,110 6,257 6,523 Commercial 5,471 5,189 5,294 4,945 4,876 Industrial 6,067 5,926 5,539 5,378 5,290 Other 1,672 1,551 1,587 1,542 1,519 ------- ------- ------- ------- ------- Total retail 20,359 19,249 19,530 18,122 18,208 Sales for resale 2,010 1,987 1,483 3,884 892 ------- ------- ------- ------- ------- Total 22,369 21,236 21,013 22,006 19,100 Kwh output (millions): Generated (net) 22,338 21,040 21,428 21,371 20,057 Purchased 1,373 1,441 774 1,986 280 ------- ------- ------- ------- ------- Total 23,711 22,481 22,202 23,357 20,337 Revenues (thousands): Residential $502,399 $436,416 $456,378 $404,789 $411,175 Commercial 353,363 325,402 318,238 303,169 293,227 Industrial 277,021 263,212 245,177 241,050 230,865 Other 92,498 84,577 82,597 81,131 77,869 ---------- ---------- ---------- ---------- ---------- Total retail 1,225,281 1,109,607 1,102,390 1,030,139 1,013,136 Sales for resale 46,208 40,076 35,128 80,792 21,898 Other 10,956 9,773 9,877 9,960 9,205 ---------- ---------- ---------- ---------- ---------- Total $1,282,445 $1,159,456 $1,147,395 $1,120,891 $1,044,239 THE CINCINNATI GAS & ELECTRIC COMPANY AND SUBSIDIARY COMPANIES STATISTICAL SUMMARY Year Ended December 31 1993 1992 1991 1990 1989 GAS DEPARTMENT Number of customers at year end: Residential 375,992 372,395 364,437 357,092 350,738 Commercial 40,471 40,303 39,829 39,277 38,387 Industrial 2,108 2,229 2,229 2,225 2,251 Other 1,484 1,458 1,437 1,385 1,354 ------- ------- ------- ------- ------- Total retail 420,055 416,385 407,932 399,979 392,730 Sales for resale 1 1 1 1 1 ------- ------- ------- ------- ------- Total 420,056 416,386 407,933 399,980 392,731 Sales (million cubic feet): Residential 43,514 39,754 38,048 35,207 42,642 Commercial 20,370 20,142 19,373 18,318 20,215 Industrial 10,011 10,091 10,663 12,238 16,225 Other 3,996 3,941 3,709 3,729 3,990 ------- ------- ------- ------- ------- Total retail 77,891 73,928 71,793 69,492 83,072 Sales for resale 307 285 273 258 298 ------- ------- ------- ------- ------- Total 78,198 74,213 72,066 69,750 83,370 Gas transported 28,593 25,372 20,748 15,502 12,969 ------- ------- ------- ------- ------- Total gas sales and gas transported 106,791 99,585 92,814 85,252 96,339 Sources of Gas (million cubic feet): Natural gas purchased 79,393 75,851 74,618 72,223 85,276 Gas produced 18 14 8 2 238 ------- ------- ------- ------- ------- Total 79,411 75,865 74,626 72,225 85,514 Revenues (thousands): Residential $269,684 $220,140 $205,790 $168,627 $212,185 Commercial 114,957 99,827 94,399 78,629 92,526 Industrial 47,403 42,091 41,445 43,989 61,543 Other 20,219 17,024 15,588 14,420 16,400 ------- ------- ------- ------- ------- Total retail 452,263 379,082 357,222 305,665 382,654 Sales for resale 1,354 927 967 1,028 1,103 Other 15,679 13,961 12,514 10,884 9,515 ------- ------- ------- ------- ------- Total $469,296 $393,970 $370,703 $317,577 $393,272 PSI ENERGY, INC. STATISTICAL SUMMARY Year Ended December 31 1993 1992 1991 1990 1989 Number of customers at year end: Residential 545,027 535,796 527,160 519,568 513,348 Commercial 74,582 72,916 71,572 70,317 68,806 Industrial 3,193 3,051 2,936 2,905 2,893 Other 1,188 1,304 1,277 1,256 1,205 ------- ------- ------- ------- ------- Total retail 623,990 613,067 602,945 594,046 586,252 Sales for resale 32 30 30 22 26 ------- ------- ------- ------- ------- Total 624,022 613,097 602,975 594,068 586,278 Kwh sales (millions): Residential 6,669 5,943 6,294 5,653 5,759 Commercial 5,492 5,121 5,179 4,826 4,729 Industrial 8,793 8,338 7,954 7,699 7,048 Other 60 59 57 59 58 ------- ------- ------- ------- ------- Total retail 21,014 19,461 19,484 18,237 17,594 Sales for resale 5,673 6,290 7,701 8,141 6,966 ------- ------- ------- ------- ------- Total 26,687 25,751 27,185 26,378 24,560 Kwh output (millions): Generated (net) 26,740 26,303 26,446 25,817 24,560 Purchased 1,322 1,005 2,354 2,047 1,456 ------- ------- ------- ------- ------- Total 28,062 27,308 28,800 27,864 26,016 Revenues (thousands): Residential $386,421 $354,975 $374,876 $350,666 $385,292 Commercial 251,346 238,668 243,449 234,727 250,276 Industrial 301,311 293,688 286,122 284,603 286,201 Other 7,403 7,271 7,146 7,256 7,813 ---------- ---------- ---------- ---------- ---------- Total retail 946,481 894,602 911,593 877,252 929,582 Sales for resale 142,144 146,507 194,087 215,745 192,729 Other/3/ (10,356) 31,074 14,140 13,144 16,594 ---------- ---------- ---------- ---------- ---------- Total $1,078,269 $1,072,183 $1,119,820 $1,106,141 $1,138,905 (b) Any substantial changes which may have occurred in the general character of the business of such companies during the preceding five years. Information regarding substantial changes that have taken place during the preceding five years related to CINergy and its subsidiaries is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 7 of the Annual Reports of CG&E on Form 10-K for the fiscal years ended December 31, 1993, 1992, 1991, 1990 and 1989 (File No. 1-1232); Item 7 of the Annual Reports of ULH&P on Form 10-K for the fiscal years ended December 31, 1993, 1992, 1991, 1990 and 1989 (File No. 2-7793); Item 7 of the Annual Reports of PSI on Form 10-K for the fiscal years ended December 31, 1993, 1992, 1991, 1990 and 1989 (File No. 1-9941); Part I, Item 2 of the Quarterly Reports of CG&E on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 1-1232); Part I, Item 2 of the Quarterly Reports of ULH&P on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 2-7793); Part I, Item 2 of the Quarterly Reports of Energy on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 1-3543); Item 1.C.1 of the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427; and the Registration Statement of CINergy on Form S-4 (File No. 33-59964) ("The Mergers -- Background of the Mergers"). PROPERTY 6. Describe briefly the general character and location of the principal plants, properties and other important physical units of the registrant and its subsidiaries, showing separately (a) public utility and (b) other properties. If any principal plant or important unit is not held in fee, so state and describe how held. Information regarding the principal plants, properties and other important physical units of CINergy and its subsidiaries is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 1.B.2 of the Application- Declaration of CINergy on Form U-1, as amended, in File No. 70-8427; Item 2 of the Exemption Statement of CG&E on Form U-3A-2 for the year ended December 31, 1993 (File No. 69-70); Item 2 of the Exemption Statement of PSI on Form U-3A-2 for the year ended December 31, 1993, as amended (File No. 1-9941); Item 2 of the CG&E 1993 Form 10-K; and Item 2 of the Energy 1993 Form 10-K. Additional information: At December 31, 1993, Tri-State Improvement Company had non-utility property on its books of $14,643,014, which primarily consisted of rights of way, office space, and other property to be used in the utility operations of CG&E and its subsidiaries. INTERSTATE TRANSACTIONS 7. For each public utility company in the holding company system of the registrant which is engaged in the transmission of electric energy or gas in interstate commerce, furnish the following information for the last calendar year: Information regarding the transmission of electric energy or gas in interstate commerce for each public utility in the CINergy system is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 3 of the Exemption Statement of CG&E on Form U-3A-2 for the year ended December 31, 1993 (File No. 69-70); Item 3 of the Exemption Statement of PSI on Form U- 3A-2 for the year ended December 31, 1993, as amended (File No. 1- 9941). In addition, on file with the FERC are CG&E's 1993 Form No. 1 and Form No. 2; ULH&P's 1993 Form No. 1 and Form No. 2; and Energy's 1993 Form No. 1. The 1994 Forms No. 1 and 2 for these companies will be filed with the FERC on or before April 30, 1995. See Item 5 above for additional information regarding annual electric sales of Energy and annual electric and gas sales of CG&E and its subsidiaries for the year ended December 31, 1993. SECURITIES OUTSTANDING 8. Submit the following information concerning the registrant and each subsidiary thereof as of the latest available date: FUNDED DEBT (a) For each issue or series of funded debt, including funded debt secured by liens on property owned, whether or not such debt has been assumed: (Do not include here any contingent liabilities reported under paragraph 8(c).)
As of October 31, 1994 Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I - ------ ------ ------ ------ ------ ------ ------ ------ ------ Aggregate Amount Amount owned by reacquired Amount in Amount Registrant Amount by Issuer Sinking and Pledged by and Subsid- Issued or Obligor Other Funds Registrant iaries other Name of Amount Less and Available of Issuer and each than Issuer Name of Obligor Title of Issue Authorized Retired for Resale or Obligor Subsidiary or Obligor Trustee - ------- -------------- ---------- ------- ------------- ----------- ---------- ------------ ------- ($000s) ($000s) Omitted Omitted Omitted Omitted Omitted with Staff with Staff with Staff with Staff with Staff permission permission permission permission permission CG&E First mortgage bonds 5 7/8% series due July 1, 1997 30,000 30,000 CG&E First mortgage bonds 7 3/8% series due May 1, 1999 50,000 50,000 CG&E First mortgage bonds 7 3/8% series due November 1, 2001 60,000 60,000 CG&E First mortgage bonds 8 1/8% series due August 1, 2003 60,000 60,000 CG&E First mortgage bonds 10 1/8% series due December 1, 2015 (Pollution Control) 84,000 84,000 CG&E First mortgage bonds 9.70% series due June 15, 2019 100,000 100,000 CG&E First mortgage bonds 10 1/8% series due May 1, 2020 100,000 100,000 CG&E First mortgage bonds 10.20% series due December 1, 2020 150,000 150,000 CG&E First mortgage bonds 8.95% series due December 15, 2021 100,000 100,000 CG&E First mortgage bonds 7.20% series due October 1, 2023 300,000 300,000 CG&E First mortgage bonds 6 1/4% series due September 1, 1997 100,000 100,000 7 1/4% series due September 1, 2002 100,000 100,000 8 1/2% series due September 1, 2022 100,000 100,000 CG&E First mortgage bonds 5.45% series due January 1, 2024 (Pollution Control) 21,400 21,400 5.45% series due January 1, 2024 (Pollution Control) 25,300 25,300 5 1/2% series due January 1, 2024 (Pollution Control) 48,000 48,000 CG&E First mortgage bonds 5.80% series due February 15, 1999 110,000 110,000 6.45% series due February 15, 2004 110,000 110,000 CG&E County of Boone, Kentucky 6.50% Collateralized Pollution Control Revenue Refunding Bonds Series 1992 A, due November 15, 2022 12,721 12,721 CG&E County of Boone, Kentucky Floating Rate Collateralized Pollution Control Revenue Refunding Bonds Series 1985 A, due August 1, 2013 16,000 16,000 CG&E Ohio Air Quality Development Authority Customized Purchase Revenue Bonds Variable Rate, Series A and B, due December 1, 2015 84,000 84,000 Energy First mortgage bonds Series S, 7%, due January 1, 2002 50,000 26,429 Energy First mortgage bonds Series Y, 7 5/8%, due January 1, 2007 85,000 24,140 Energy First mortgage bonds Series BB, 6 5/8%, due March 1, 2004 (Pollution Control) 5,000 5,000 Energy First mortgage bonds Series NN, 7.60%, due March 15, 2012 (Pollution Control) 35,000 35,000 Energy First mortgage bonds Series QQ, 8 1/4%, due June 15, 2013 (Pollution Control) 23,000 23,000 Energy First mortgage bonds Series RR, 9 3/4%, due August 1, 1996 50,000 50,000 Energy First mortgage bonds Series TT, 7 3/8%, due March 15, 2012 (Pollution Control) 10,000 10,000 Energy First mortgage bonds Series UU, 7 1/2%, due March 15, 2015 (Pollution Control) 14,250 14,250 Energy First mortgage bonds Series YY, 5.60%, due February 15, 2023 (Pollution Control) 30,000 30,000 Energy First mortgage bonds Series ZZ, 5 3/4%, due February 15, 2028 (Pollution Control) 50,000 50,000 Energy First mortgage bonds Series AAA, 7 1/8%, due February 1, 2024 50,000 50,000 Energy Secured medium-term notes Series A, 6.65% to 8.88%, due January 3, 1997 to June 1, 2022 300,000 300,000 Energy Secured medium-term notes Series B, 5.22% to 8.26%, due August 30, 1995 to August 22, 2022 545,000 290,000 Energy Pollution Control Notes Series A, 5 3/4%, due December 15, 1994 to December 15, 2003 22,000 20,160 Energy Series 1994A Promissory Note, non-interest bearing, due January 3, 2001 19,825 19,825 ULH&P First mortgage bonds 6 1/2% series due August 1, 1999 20,000 20,000 ULH&P First mortgage bonds 8% series due October 1, 2003 10,000 10,000 ULH&P First mortgage bonds 9 1/2% series due December 1, 2008 10,000 10,000 ULH&P First mortgage bonds 9.70% series due July 1, 2019 20,000 20,000 ULH&P First mortgage bonds 10 1/4% series due June 1, 2020 15,000 15,000 ULH&P First mortgage bonds 10 1/4% series due November 15, 2020 15,000 15,000 Lawrence- burg First mortgage bonds 9 3/4% series due October 1, 2001 1,200 1,200 Tri-State Improve- ment Co. Promissory Note 8 1/2% due November 15, 1994 275 275
CAPITAL STOCK 8. (b) For each class of capital stock including certificates of beneficial interest give information both in number of shares and in dollar amounts: (Do not include here any warrants, options or other securities reported under paragraph 8(d).)
As of October 31, 1994 Col. A Col. B Col. C Col. D Col. E Col. F - ------ ------ ------ ------ ------ ------ Amount Reserved for Options, Warrants, Additional Amount Issued Amount Authorized Conversions Amount (Col. C Less Name of Issuer Title of Issue by Charter & Other Rights Unissued Cols. D and E) - -------------- -------------- ----------------- ------------------ ---------- -------------- CINergy Common stock, par value $.01 per share 600,000,000 shares 18,887,838 shares 432,538,435 shares 148,573,727 shares CG&E Common stock, par value $8.50 per share 120,000,000 shares (1) 30,336,914 shares 89,663,086 shares CG&E Cumulative preferred stock, par value $100 per share, 4% series (2) 270,000 shares CG&E Cumulative preferred stock, par value $100 per share, 4 3/4% series (2) 130,000 shares CG&E Cumulative preferred stock, par value $100 per share, 7.44% series (2) 400,000 shares CG&E Cumulative preferred stock, par value $100 per share, 9.15% series (2) 500,000 shares CG&E Cumulative preferred stock, par value $100 per share, 7 7/8% series (2) 800,000 shares CG&E Cumulative preferred stock, par value $100 per share, 7 3/8% series (2) 800,000 shares Energy Common stock, stated value $.01 per share 60,000,000 shares 6,086,299 shares 53,913,701 shares Energy Cumulative preferred stock, par value $25 per share, 4.32% Series (3) 169,162 shares Energy Cumulative preferred stock, par value $25 per share, 4.16% Series (3) 148,763 shares Energy Cumulative preferred stock, par value $25 per share, 7.44% Series (3) 4,000,000 shares Energy Cumulative preferred stock, par value $100 per share, 3 1/2% Series (4) 41,559 shares Energy Cumulative preferred stock, par value $100 per share, 6 7/8% Series (4) 600,000 shares Energy Cumulative preferred stock, par value $100 per share, 7.15% Series (4) 158,640 shares Energy Preference stock, no par value 5,000,000 shares 5,000,000 shares ULH&P Common stock, par value $15 per share 1,000,000 shares 414,667 shares 585,333 shares Lawrenceburg Common stock, stated value $50 per share 11,000 shares 232 shares 10,768 shares West Harrison Common stock, par value $10 per share 10,000 shares 8,000 shares 2,000 shares Miami Common stock, stated value $1 per share 10,000 shares 9,000 shares 1,000 shares Tri-State Improvement Co. Common stock, stated value $25 per share 1,000 shares 1,000 shares KO Transmission Co. Common stock, par value $1 per share 100 shares 90 shares 10 shares PSI Energy Argentina, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Energy Argentina, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares South Construction Company, Inc. Common stock, par value $100 per share 10 shares 10 shares CINergy Services, Inc. Common stock, par value $.05 per share 50 shares 50 shares CINergy Invest- ments, Inc. Common stock, par value $.01 per share 100 shares 100 shares Enertech Associates International, Inc. Common stock, stated value $500 per share 750 shares 650 shares 100 shares Beheer En Beleggin- smaatschappij Bruwabel B.V. Common stock, stated value 125 Dutch Guilders per share 400 shares 79 shares321 shares Power International s.r.o. N/A Power Development s.r.o. N/A CG&E Resource Marketing, Inc. Common stock, par value $.01 per share 100 shares 90 shares 10 shares CGE ECK, Inc. Common stock, par value $.01 per share 100 shares 90 shares 10 shares PSI Recycling, Inc. Common stock, no par value 15,000,000 shares 14,999,900 shares 100 shares PSI Recycling, Inc. Cumulative preferred stock, par value $100 per share 5,000,000 shares 5,000,000 shares PSI Argentina, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Argentina, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares Costanera Power Corp. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares Costanera Power Corp. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares E P EDEGEL, Inc. Common stock, no par value 1,000 shares 1,000 shares Power Equipment Supply Co. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares Power Equipment Supply Co. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares Wholesale Power Services, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares Wholesale Power Services, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI T&D Inter- national, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI T&D International, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI Yacyreta, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Yacyreta, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI Power Resource Development, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Power Resource Development, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI Power Resource Operations, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Power Resource Operations, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI Environmental Corp. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Environmental Corp. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI International, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI International, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares PSI Sunnyside, Inc. Common stock, no par value 100,000,000 shares 99,999,900 shares 100 shares PSI Sunnyside, Inc. Cumulative preferred stock, par value $100 per share 20,000,000 shares 20,000,000 shares ______________ (1) A total of 2,600,057 shares of CG&E common stock that had been listed on the New York Stock Exchange as reserved for various stock purchase plans were delisted after the Merger. (2) In total, the cumulative preferred stock, $100 par value, of CG&E is authorized 6,000,000 shares, of which 3,100,000 shares remained unissued at October 31, 1994. (3) In total, the cumulative preferred stock, $25 par value, of Energy is authorized 5,000,000 shares, of which 682,075 shares remained unissued at October 31, 1994. (4) In total, the cumulative preferred stock, $100 par value, of Energy is authorized 5,000,000 shares, of which 4,199,801 shares remained unissued at October 31, 1994. Note: CGE Corp. and PSI Investments, Inc. were merged with and into CINergy Investments, Inc. on November 3, 1994, and Energy Services Inc. of Buenos Aires, an inactive corporation, was administratively dissolved by the Secretary of State of the State of Indiana on January 3, 1995, and are therefore not included in the foregoing table.
As of October 31, 1994 Col. G Col. H Col. I Col. J - ------ ------ ------ ------ Liquidating Value Amount Reacquired Amount Pledged Aggregate Amount Voluntary & by Issuer and by Registrant Owned by Registrant & Involuntary Available for Resale and each Subsidiary Subsidiaries Other Than Issuer - ----------------- -------------------- ------------------- ------------------------------ Omitted Omitted Omitted Omitted with Staff with Staff with Staff with Staff permission permission permission permission
CONTINGENT LIABILITIES 8. (c) A brief outline of the nature and amount of each contingent liability on account of endorsement or other guarantees of any securities. None. OTHER SECURITIES 8. (d) A statement of the amount of warrants, rights or options and of any class of securities of the registrant and subsidiary companies not elsewhere herein described which is outstanding and/or authorized. A brief description of the provisions thereof should be included. Information need not be set forth under this item as to notes, drafts, bills of exchange or bankers' acceptances which mature within nine months. Certain information regarding the CINergy Stock Option Plan is set forth in the Registration Statement of CINergy on Form S-3 (File No. 33-56093), and is hereby incorporated by reference. INVESTMENTS IN SYSTEM SECURITIES 9. Give a tabulation showing the principal amount, par or stated value, the cost to the system company originally acquiring such security, and the number of shares or units, of each security described under Item 8 that is held by the registrant and by each subsidiary company thereof as the record (or beneficial) owner, and the amounts at which the same are carried on the books of each such owner. This information should be given as of the same date as the information furnished in answer to Item 8. (Note: Between October 31, 1994 (the date of the information furnished in Item 8) and the filing date hereof, CGE Corp. and PSI Investments, Inc. were merged into CINergy Investments, Inc. and Energy Services Inc. of Buenos Aires, an inactive subsidiary of PSI Argentina, Inc., has been administratively dissolved. In addition, three companies which became direct subsidiaries of CINergy as a result of the merger of PSI into CINergy on October 24, 1994 -- PSI Argentina, Inc., PSI Recycling, Inc., and PSI T&D International, Inc. -- have been realigned under CINergy Investments, Inc. In the interest of presenting the Commission with more current information regarding the CINergy System, the table below reflects the merger of CGE Corp. and PSI Investments, Inc. with and into CINergy Investments, Inc. and the administrative dissolution of Energy Services Inc. of Buenos Aires, and shows PSI Argentina, Inc., PSI Recycling, Inc., and PSI T&D International, Inc. as subsidiaries of CINergy Investments, Inc.)
As of October 31, 1994 Shares Number of Name of Issuer Held By Title of Issue Original Cost Shares Held Book Value - -------------- ------- -------------- ------------- ----------- ---------- ($000s) ($000s) CG&E CINergy Common stock, 1,550,890 89,663,086 1,547,315 par value $8.50 per share Energy CINergy Common stock, 725,692 53,913,701 724,593 stated value $.01 per share ULH&P CG&E Common stock, 27,397 585,333 104,711 par value $15 per share Lawrenceburg CG&E Common stock, stated value 1,177 10,768 4,922 $50 per share West Harrison CG&E Common stock, 26 2,000 273 par value $10 per share Miami CG&E Common stock, 41 1,000 37 stated value $1 per share Tri-State CG&E Common stock, Improvement Co. stated value 25 1,000 (96) $25 per share KO Transmission CG&E Common stock, Co. par value * 10 * $1 per share PSI Energy Energy Common stock, * 100 10,705 Argentina, Inc. no par value South Construction Energy Common stock, 1 10 1 Company, Inc. par value $100 per share CINergy Services, CINergy Common stock, * 50 * Inc. par value $.05 per share CINergy CINergy Common stock, * 100 16,207 Investments, Inc. par value $.01 per share Enertech Associates CINergy Common stock, 50 100 (1,339) International, Inc. Investments, stated value Inc. $500 per share Beheer En Enertech Common stock, 300 321 300 Belegginsmaat- Associates stated value schappij International, 125 Dutch Guilders Bruwabel B.V. Inc. per share Power International Beheer En N/A * N/A 100,000 s.r.o. Belegginsmaat- Czech crowns schappij Bruwabel B.V. Power Development Beheer En N/A * N/A 100,000 s.r.o. Belegginsmaat- Czech crowns schappij Bruwabel B.V. CG&E Resource CINergy Common stock, * 10 (371) Marketing, Inc. Investments, Inc. par value $.01 per share CGE ECK, Inc. CINergy Common stock, * 10 (32) Investments, Inc. par value $.01 per share PSI Recycling, Inc. CINergy Common stock, * 100 1,382 Investments, no par value Inc. PSI Argentina, Inc. CINergy Common stock, 4,254 100 9,766 Investments, no par value Inc. Costanera Power PSI Argentina, Common stock, 4,540 100 9,786 Corp. Inc. no par value E P EDEGEL, Inc. PSI Argentina, Common stock, * 1,000 * Inc. no par value Power Equipment CINergy Common stock, * 100 6,486 Supply Co. Investments, Inc. no par value Wholesale Power CINergy Common stock, * 100 382 Services, Inc. Investments, Inc. no par value PSI T&D CINergy Common stock, * 100 * International, Inc. Investments, Inc. no par value PSI Yacyreta, Inc. PSI T&D Common stock, * 100 * International, Inc. no par value PSI Power CINergy Common stock, * 100 * Resource Investments, Inc. no par value Development, Inc. PSI Power CINergy Common stock, * 100 * Resource Investments, Inc. no par value Operations, Inc. PSI Environmental CINergy Common stock, * 100 * Corp. Investments, Inc. no par value PSI International, CINergy Common stock, * 100 * Inc. Investments, Inc. no par value PSI Sunnyside, Inc. CINergy Common stock, * 100 * Investments, Inc. no par value ______________ * Less than 1.
INVESTMENTS IN OTHER COMPANIES 10. Give a tabulation showing all investments of the registrant and of each subsidiary thereof in holding companies and in public utility companies which are not subsidiary companies of the registrant. Also show all other investments of the registrant and of each subsidiary thereof in the securities of any other enterprise, if the book value of the investment in any such enterprise exceeds 2% of the total debit accounts shown on the balance sheet of the company owning such investment or an amount in excess of $25,000 (whichever amount is the lesser). Give principal amount and number of shares or units and the cost of each issue of such securities to the system company originally acquiring such security, and amount at which carried on the books of the owner. List all such securities pledged as collateral for loans or other obligations and identify loans and obligations for which pledged. This information should be given as of the same date as the information furnished in answer to Item 8. (Note: By permission of the Staff, Items 10(a) and (b) include only investments where the book value of the investment exceeds the greater of (i) 2% of the total debit accounts shown on the balance sheet of the company owning such investment and (ii) an amount in excess of $25,000.) (a) Investments of the registrant and of each subsidiary thereof in holding companies and in public utility companies which are not subsidiary companies of the registrant:
As of October 31, 1994 Principal Amount/ Amount Name of Name of Description Number of Original Pledged as Owner Enterprise of Securities Shares/Units Cost Book Value Collateral - ------- ---------- ------------- ----------------- -------- ---------- ---------- ($000s) ($000s) CG&E Ohio Valley Common Stock 9% 900 900 None Electric Corporation CGE ECK, Inc. ECK s.r.o. Limited liability 3% interest 97 97 None company
(b) Investments of the registrant and of each subsidiary thereof in the securities of other enterprises:
As of October 31, 1994 Principal Amount/ Amount Name of Name of Description Number of Original Pledged as Owner Enterprise of Securities Shares/Units Cost Book Value Collateral - ------- ---------- ------------- ----------------- -------- ---------- ---------- ($000s) ($000s) CG&E Resource U.S. Energy Partnership 1/3 interest 738 315 None Marketing, Inc. Partners interest Additional information regarding certain limited partnership interests held by CINergy is set forth in response to Item 5(a) hereof under the headings "CG&E Non-Utility Subsidiaries and Interests" and "Other Interests" and in Item 1.B.3. of the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427.
INDEBTEDNESS OF SYSTEM COMPANIES 11. List each indebtedness of the registrant and of each subsidiary company thereof (other than indebtedness reported under Item 8, but as of the same date) where the aggregate debt owed by any such company to any one person exceeds $25,000 or an amount exceeding 2% of the total of the debit accounts shown on the balance sheet of the debtor (which amount is the lesser) but not including any case in which such aggregate indebtedness is less than $5,000, and give the following additional information as to each such indebtedness: (Note: By permission of the Staff, this item includes only indebtedness where the aggregate debt owed by any such company to any one person exceeds the greater of: (i) $25,000 and (ii) an amount exceeding 2% of the total of the debit accounts shown on the balance sheet of the debtor.) (a) Debts owed to associate companies at October 31, 1994:
Name of Name of Debtor Creditor Amount Owed Rate of Interest Date of Maturity ------- -------- ----------- ---------------- ---------------- ($000s) ULH&P CG&E 13,112 None N/A Lawrenceburg CG&E 1,325 4.90% None CG&E 346 None N/A West Harrison CG&E 40 7.75% None CG&E 66 None N/A Miami CG&E 3 None N/A Tri-State CG&E 19,267 9.50% None Improvement Co. CG&E 3,211 7.75% None CG&E 406 None N/A Enertech Associates CG&E 5,250 7.75% None International, CG&E 91 None N/A Inc. CG&E Resource CG&E 860 4.90% None Marketing, Inc. CGE ECK, Inc. CGE Corp.* 593 4.90% None CGE Corp.* 2 None N/A CGE Corp.* CG&E 648 4.90% None CG&E 2 None N/A _______________ * CGE Corp. was merged into CINergy Investments, Inc. on November 3, 1994.
Additional information relating to debts of the registrant and subsidiary companies thereof owed to associate companies will be set forth in an Application-Declaration on Form U-1 to be filed by CINergy in connection with certain proposed short-term borrowing and money pool arrangements. (b) Debts owed to others at October 31, 1994:
Name of Name of Debtor Creditor Amount Owed Rate of Interest Date of Maturity ------- -------- ----------- ---------------- ---------------- ($000s) CINergy Barclays Bank 75,000 6.1125% January 23, 1995 Energy Chase Manhattan Bank 93,100 Various Various ULH&P National City Bank 6,500 5.10% Various
Certain additional information relating to the borrowings by CINergy reflected in the table above is set forth in the Declaration of CINergy on Form U-1, as amended, in File No. 70-8521, and is hereby incorporated by reference. Certain additional information regarding short-term credit arrangements of Energy is set forth in Note 12 to Item 8 of the Energy 1993 Form 10-K and Part I, Item 1 of the Quarterly Report of Energy on Form 10-Q for the quarterly period ended September 30, 1994 (File No. 1-3543), which are hereby incorporated by reference. Certain information regarding lines of credit of CG&E and its subsidiaries is set forth in Note 6 to Item 8 of the CG&E 1993 Form 10- K, which is hereby incorporated by reference. Additional information relating to debts of the registrant and subsidiary companies thereof owed to others will be set forth in an Application-Declaration on Form U-1 to be filed by CINergy in connection with certain proposed short-term borrowing arrangements. PRINCIPAL LEASES 12. Describe briefly the principal features of each lease (omitting oil and gas leases) to which the registrant or any subsidiary company thereof is a party, which involves rental at an annual rate of more than $50,000 or an amount exceeding 1% of the annual gross operating revenue of such party to said lease during its last fiscal year (whichever of such sums is the lesser) but not including any lease involving rental at a rate of less than $5,000 per year. (Note: By permission of the Staff, this item includes only leases which involve rental at an annual rate of the greater of (i) $50,000 and (ii) an amount exceeding 1% of the annual gross operating revenue of such party to said lease during its last fiscal year.)
Total 1993 Payment Expiration Lessee Lessor Item(s) Leased Payments Frequency Date - ------ ------ -------------- ---------- --------- ---------- ($000s) Power North American Building 247 Monthly 10/31/94 Equipment Properties Supply Co. PSI Recycling, Burr Oak Building 68 Monthly 6/01/98 Inc. Properties Fisher Properties Tri-State Land held for 67 Semi- 12/31/99 of Indiana, Inc. Improvement Co. future development annual
Additional information: Commencing July 1, 1994, Power Equipment Supply Co., through its North American Machinery Division, as lessee, entered into a leasehold arrangement with Solon Industrial Associates, as lessor, for a building located in Solon, Ohio. This is a seven-year lease, with an option to purchase, and calls for a monthly rental for the initial five years of $22,192.42. In 1994, Tri-State Improvement Co. acquired an office building located next to CG&E's Cincinnati headquarters. Tri-State Improvement Co., as lessor, presently is a party to a number of leases with respect to space in such building, with terms expiring at various times between 1995 and 2003 and aggregate annual rentals of $2,379,981. Included in this total, Tri-State Improvement Co. is leasing office space to CG&E for annual revenues of $1,091,730. Certain additional information regarding leases is set forth in Note 7 to Item 8 of the CG&E 1993 Form 10-K, which is hereby incorporated by reference. SECURITIES SOLD 13. If, during the last five years, the registrant or any subsidiary company thereof has issued, sold or exchanged either publicly or privately any securities having a principal amount, par, stated or declared value exceeding $1,000,000 or exceeding an amount equal to 10% of the total liabilities as shown by the balance sheet of issuer at the time of such issue (whichever of such sums is the lesser), give the following information with respect to each such issue or sale: (Note: By permission of the Staff, this item includes only issuances, sales and exchanges of securities with a principal amount, par, stated or declared value exceeding the greater of (i) $1,000,000 and (ii) an amount equal to 10% of the total liabilities as shown by the balance sheet of issuer at the time of such issue.)
Approx- Proceeds imate Received by Expenses Underwriters Title Name of Amount Issued Issuer per $100 of Issuer Name of Principal Initial of Issue Obligor or Sold Before Expenses) Per $100 Underwriters or Purchasers Offering Price - -------- ------- ------------- ---------------- --------- -------------------------- -------------- ($000) First mortgage bonds 10 1/4% series due June 1, 2020 ULH&P 15,000 $98.660 $0.575 Morgan Stanley & Co. Inc. Shearson Lehman Hutton Inc. 99.535% First mortgage bonds 10 1/4% series due November 15, 2020 ULH&P 15,000 $98.465 $0.644 Morgan Stanley & Co. Inc. Lehman Brothers 99.340% First mortgage bonds 6 1/2% series due August 1, 1999 ULH&P 20,000 $98.354 $0.383 Morgan Stanley & Co. Inc. 98.685% Secured medium-term notes, Series A, 6.65% to 8.78%, due January 3, 1997 to December 27, 2011 Energy 140,000 various various First National Bank of Chicago various Secured medium-term notes, Series A, 7.15% to 8.88%, due January 6, 1999 to June 1, 2022 Energy 160,000 various various First National Bank of Chicago various
In December 1994, CINergy raised approximately $160 million in connection with the issuance and sale of 7.1 million shares of CINergy common stock in a public offering. The net proceeds received by CINergy from the sale of the common stock were contributed to the equity capital of Energy. Additional information regarding the offering is set forth in the Declaration of CINergy on Form U-1 in File No. 70-8477, the Certificate of Notification filed by CINergy on December 29, 1994, and the Registration Statement of CINergy on Form S-3 (Registration No. 33-55713). Certain additional information regarding issuances of securities of CG&E is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 8 of the Annual Reports of CG&E on Form 10-K for the fiscal years ended December 31, 1990, 1991, 1992 and 1993 (File No. 1-1232), and Part I, Item 1 of the Quarterly Reports of CG&E on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 1-1232). Certain additional information regarding issuances of securities of ULH&P is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 8 of the Annual Reports of ULH&P on Form 10-K for the fiscal years ended December 31, 1990, 1991, 1992 and 1993 (File No. 2-7793); and Part I, Item 1 of the Quarterly Reports of ULH&P on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 2-7793). Certain additional information regarding issuances of securities of Energy is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 8 of the Annual Reports of Energy on Form 10-K for the fiscal years ended December 31, 1990, 1991, 1992 and 1993 (File No. 1-3543), and Part I, Item 1 of the Quarterly Reports of Energy on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 1-3543). AGREEMENT FOR FUTURE DISTRIBUTION OF SECURITIES 14. (a) Summarize the terms of any existing agreement to which the registrant or any associate or affiliate company thereof is a party or in which any such company has a beneficial interest with respect to future distribution of securities of the registrant or of any subsidiary. Certain information regarding agreements with respect to future distribution of securities of CINergy and its subsidiaries is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Items 1.D, 1.E and 1.F of the Application-Declaration of CINergy on Form U-1 in File No. 70-8427; Item 1 of the Declaration of CINergy on Form U-1 in File No. 70-8477; Item 1 of the Declaration of CINergy on Form U- 1 in File No. 70-8521 as amended; Registration Statement of CINergy on Form S-4, as amended, Registration No. 33-59964, under the section entitled "THE MERGERS" and the subsection entitled "Employee Plans, Severance Arrangements and Agreements and Trust Agreements"; Registration Statement of CINergy on Form S-3 with respect to the CINergy Dividend Reinvestment and Stock Purchase Plan, Registration No. 33-55267; and the Registration Statements of CINergy on Form S-8 with respect to certain stock-based benefit plans, Registration Nos. 33-55291, 33-55293, 33-56093, 33-56091, 33-56095, 33-56089, and 33-56067. (b) Describe briefly the nature of any financial interest (other than the ownership of securities acquired as a dealer for the purpose of resale) which any person with whom such agreement exists, has in the registrant or in any associate or affiliate company thereof. The beneficiaries of the stock-based benefit plans referred to above may be deemed to have a financial interest in the registrant or associate or affiliate companies thereof by virtue of their employment relationship with the registrant or such other companies, and compensation, benefit and severance agreements and arrangements relating to such employment. TWENTY LARGEST HOLDERS OF CAPITAL STOCKS 15. As of a recent date (indicating such date for each class) give the following information with respect to the holders of each class of stock and/or certificates of beneficial interest of the registrant: (a) The twenty largest holders of the common stock of CINergy, as of its most recent dividend record date (November 3, 1994). CINergy shares can be held by certificate, through dividend reinvestment plans, through employee investment plans, through investment companies, and other street name and nominee accounts. Absent an unreasonable expenditure of time and money, CINergy has no way to determine the number of shares held by each holder of beneficial interest. Accordingly, CINergy is only able to provide information as to shares registered with CINergy. The following table sets forth CINergy's twenty largest registered shareholders on the books:
CINERGY TWENTY LARGEST HOLDERS OF CAPITAL STOCK SHAREHOLDERS OF RECORD AT NOVEMBER 3, 1994 Number of Percent Title of Issue Holder of Record and Address Shares Owned of Class - -------------- ---------------------------- ------------ -------- CINergy common stock, CEDE & Co. 109,984,765 74.01% par value $.01 per share c/o Depository Trust Co. P.O. Box 20 Bowling Green Station New York, NY 10274 CINergy common stock, CINergy Dividend Reinvestment 6,003,371 4.04% par value $.01 per share and Stock Purchase Account c/o Shareholder Services P.O. Box 900 Cincinnati, OH 45201-0900 CINergy common stock, Mansell & Co. 1,692,443 1.14% par value $.01 per share Attn: United States Trust of New York Box 2044 Peck Slip Station New York, NY 10038 CINergy common stock, Kray & Co. 1,339,881 0.90% par value $.01 per share One Financial Place 440 South LaSalle Chicago, IL 60605 CINergy common stock, PECO 1,300,075 0.87% par value $.01 per share c/o PNC Bank Ohio NA 201 E Fifth St. Cincinnati, OH 45202-4117 CINergy common stock, Philadep & Co. 742,074 0.50% par value $.01 per share 1900 Market Street Second Floor Philadelphia, PA 19103-3595 CINergy common stock, The Cincinnati Life Insurance Co. 487,500 0.33% par value $.01 per share c/o The Investment Department Attn: James Miller Box 145496 Cincinnati, OH 45250-5498 CINergy common stock, Cincinnati Insurance Co. 375,000 0.25% par value $.01 per share c/o The Investment Department Attn: James G. Miller Box 145496 Cincinnati, OH 45250 CINergy common stock, Cincinnati Casualty Company 127,500 0.09% par value $.01 per share c/o The Investment Department Box 145493 Cincinnati, OH 45250-5493 CINergy common stock, Allen W. Pike, Trustee 102,300 0.07% par value $.01 per share Revocable Trust Dtd 05-04-83 U-A Allen W. Pike 20 Chestnut Street #N10 Exeter, NH 03833-1881 CINergy common stock, Cincinnati Financial Corp. 75,000 0.05% par value $.01 per share c/o The Investment Department Attn: James G. Miller Box 145496 Cincinnati, OH 45250 CINergy common stock, John J. Schiff 57,500 0.04% par value $.01 per share P.O. Box 145496 Cincinnati, OH 45250 CINergy common stock, Miriam L. Eisenberg 43,800 0.03% par value $.01 per share 3901 N Lake Dr. Milwaukee, WI 53211 CINergy common stock, Ralph J. Stolle 31,860 0.02% par value $.01 per share P.O. Box 265 Lebanon, OH 45036 CINergy common stock, W.J. Dwyer & Wm. G. Dwyer & 30,000 0.02% par value $.01 per share Gwendolyn D. Pingrey Tr UA Dec 7 62 FBO C.A. Dwyer 1962 Trust 11110 Wickway Houston, TX 77024-7520 CINergy common stock, Troy Andrade Tr UA Dec 20 93 30,000 0.02% par value $.01 per share The Mary Kuehner Trust 4741 Atlantic Blvd. F Jacksonville, FL 32207-2168 CINergy common stock, Physicians Mutual Ins. Co. 30,000 0.02% par value $.01 per share Attn: Jerry Coon Sr. Vice Pres. P.O. Box 3313 Omaha, NE 68103 CINergy common stock, J. Harold Scism & Nini V. 23,835 0.02% par value $.01 per share Scism Tr U-A 08-01-68 F-B-O J. Harold Scism & Nini V. Scism P.O. Box 685 Solana Beach, CA 92075 CINergy common stock, Masak 23,650 0.02% par value $.01 per share c/o The Citizens Natl. Bank & Trust Co. Trust Department P.O. Box 189 Port Richey, FL 34673-0189 CINergy common stock, Jeanne K. Bernard 23,466 0.02% par value $.01 per share 1865 Forest View Lane Cincinnati, OH 45233
Additional information concerning certain holdings of CINergy common stock is set forth in the Schedule 13G filed by PNC Bancorp, Inc. with the Commission on December 9, 1994. (b) Number of shareholders of record each holding 1,000 shares or more, and aggregate number of shares so held. (Note: By permission of the Staff, the information in this item relates only to holders of 10,000 shares or more.) At November 3, 1994, there were 90 shareholders of record holding 10,000 shares or more. The aggregate number of shares held by these shareholders was 123,408,551 shares, which represents 83.05% of the total number of shares of CINergy. (c) Number of shareholders of record each holding less than 1,000 shares and the aggregate number of shares so held. (Note: By permission of the Staff, the information in this item relates only to holders of less than 10,000 shares.) At November 3, 1994, there were 79,313 shareholders of record holding less than 10,000 shares. The aggregate number of shares held by these shareholders was 25,191,024 shares, which represents 16.95% of the total number of shares of CINergy. OFFICERS, DIRECTORS AND EMPLOYEES 16. (a) Positions and Compensation of Officers and Directors. Give name and address of each director and officer (including any person who performs similar functions) of the registrant, of each subsidiary company thereof, and of each mutual service company which is a member of the same holding company system. Opposite the name of each such individual give the title of every such position held by him and briefly describe each other employment of such individual by each such company. State the present rate of compensation on an annual basis for each director whose aggregate compensation from all such companies exceeds $1,000 per year, and of each officer whose aggregate compensation from such companies is at the rate of $20,000 or more per year. In the event any officer devotes only part of his time to a company or companies in the system this fact should be indicated by appropriate footnote. Such compensation for such part time should be computed on an annual rate and if such annual rate exceeds $20,000 the actual compensation as well as annual rate should also be reported. (b) Compensation of Certain Employees. As to regular employees of such companies who are not directors or officers of any one of them, list the name, address and aggregate annual rate of compensation of all those who receive $20,000 or more per year from all such companies. (c) Indebtedness to System Companies. As to every such director, trustee or officer as aforesaid, who is indebted to any one of such companies, or on whose behalf any such company has now outstanding and effective any obligation to assume or guarantee payment of any indebtedness to another, and whose total direct and contingent liability to such company exceeds the sum of $1,000, give the name of such director, trustee, or officer, the name of such company and describe briefly the nature and amount of such direct and contingent obligations. (d) Contracts. If any such director, trustee or officer as aforesaid: (1) has an existing contract with any such company (exclusive of an employment contract which provides for no compensation other than that set forth in paragraph (a) of this Item); or, (2) either individually or together with the members of his immediate family, owns, directly or indirectly, 5% or more of the voting securities of any third person with whom any such company has an existing contract; or, (3) has any other beneficial interest in an existing contract to which any such company is a party; describe briefly the nature of such contract, the names of the parties thereto, the terms thereof and the interest of such officer, trustee or director therein. (e) Banking Connections. If any such director, trustee or officer, is an executive officer, director, partner, appointee or representative of any bank, trust company, investment banker, or banking association or firm, or of any corporation a majority of whose stock having the unrestricted right to vote for the election of directors, is owned by any bank, trust company, investment banker, or banking association or firm, state the name of such director or officer, describe briefly such other positions held by him and indicate which of the rules under Section 17(c) authorizes the registrant and subsidiary companies of which he is a director or officer to retain him in such capacity. By permission of the Staff, information required to be disclosed pursuant to items 16(a) through 16(e) is not set forth herein. In lieu thereof, information in respect thereof will be set forth in the Proxy Statement of CINergy to be distributed in connection with the 1995 Annual Meeting of Shareholders of CINergy. Prior to the Merger, the officers and directors of CINergy were officers and/or directors of CG&E, PSI and/or Energy. Information regarding the positions and compensation of officers and directors of CG&E prior to the Merger is set forth in the CG&E Proxy Statement of April 6, 1994, which is hereby incorporated by reference. Information regarding the positions and compensation of officers and directors of PSI prior to the Merger is set forth in the PSI Proxy Statement of March 9, 1994, which is hereby incorporated by reference. Additional information concerning indebtedness of officers and directors of CINergy System companies will be set forth under Item 6, Part III(d) in Annual Reports of CINergy on Form U5S. Additional information concerning contracts of officers and directors will be set forth under Item 6, Part III(c) ("Certain Relationships and Related Transactions") in Annual Reports of CINergy on Form U5S. Additional information concerning banking connections of officers and directors will be set forth under Item 6, Part II ("Banking Affiliations") in Annual Reports of CINergy on Form U5S. With respect to the last sentence of Item 16(e), the retention of the directors and officers of CINergy and its subsidiaries who have banking connections is permitted by Rules 70(a), (b), (c) and/or (d). INTERESTS OF TRUSTEES IN SYSTEM COMPANIES 17. Describe briefly the nature of any substantial interest which any trustee under indentures executed in connection with any outstanding issue of securities of the registrant or any subsidiary thereof, has in either the registrant or such subsidiary, and any claim which any such trustee may have against registrant or any subsidiary; provided, however, that it shall not be necessary to include in such description any evidences of indebtedness owned by such trustee which were issued pursuant to such an indenture. To the best knowledge of CINergy management, there is no such interest. SERVICE, SALES AND CONSTRUCTION CONTRACTS 18. As to each service, sales or construction contract (as defined in paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant and any subsidiary company thereof has had in effect within the last three months, describe briefly the nature of such contract, the name and address of the parties thereto, the dates of execution and expiration, and the compensation to be paid thereunder. Attach typical forms of any such contracts as an exhibit to this registration statement. If the other party to any such contract is a mutual service company or a subsidiary service company which is a member of the same holding company system as the registrant and as to which the Commission has made a favorable finding in accordance with Rule 13-22, specific reference may be made to the application or declaration filed by such company pursuant to Rule 13-22 and no further details need be given as to such contracts. The contracts listed below are attached as Exhibits H-1 through H-6 hereto: Exhibit No. Description ----------- ----------- H-1 Service Agreement dated March 2, 1994 by and among CG&E, Energy, ULH&P, Lawrenceburg, West Harrison, Miami and CINergy Services, Inc. (filed as Exhibit B-6 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427 and approved by the order of the Commission dated October 21, 1994 with respect thereto). H-2 Service Agreement, dated by and among CINergy, non- utility subsidiaries of CINergy, and CINergy Services, Inc. (filed as Exhibit B-7 to the Application- Declaration of CINergy on Form U-1, as amended, in File No. 70-8427 and approved by the order of the Commission dated October 21, 1994 with respect thereto). H-3 Gas Transportation Agreement dated March 9, 1987 between CG&E and ULH&P. Addresses of the parties: CG&E 139 East Fourth Street Cincinnati, Ohio 45202 ULH&P 139 East Fourth Street Cincinnati, Ohio 45202 Date of expiration: Contract continues from month to month unless cancelled by either party upon thirty (30) days written notice. Compensation to be paid: See Article VI of the contract (Exhibit H-3) for consideration to be paid. H-4 Agreement dated May 23, 1961 between CG&E and ULH&P regarding ULH&P's underground gas storage cavern. Addresses of the parties: CG&E 139 East Fourth Street Cincinnati, Ohio 45202 ULH&P 139 East Fourth Street Cincinnati, Ohio 45202 Date of expiration: Contract is automatically renewed from year to year until terminated by either party upon written notice given to the other party at least six months prior to the expiration of such one-year renewal term. Compensation to be paid: See Section 2 (Exhibit H- 4) of the contract for consideration to be paid. H-5 Agreement dated May 20, 1983 between Miami Power Corporation and CG&E in respect of the transfer and interchange of electric power and energy. Addresses of parties: CG&E 139 East Fourth Street Cincinnati, Ohio 45202 Miami 139 East Fourth Street Cincinnati, Ohio 45202 Date of expiration: Contract remains in effect until terminated by either party upon 60 days written notice. Compensation to be paid: See Section 3 of the contract (Exhibit H-5) for consideration to be paid. H-6 Agreement dated July 26, 1991 between Energy and PSI Recycling, Inc. in respect of the purchase of recyclable materials by PSI Recycling, Inc. from Energy. Addresses of parties: Energy 1000 East Main Street Plainfield, Indiana 46168 PSI Recycling, Inc. 2130 Stout Field West Drive Indianapolis, Indiana 46241 Date of expiration: Contract remains in effect until terminated by either party upon sixty (60) days written notice. Compensation to be paid: See Section 1 of the contract (Exhibit H-6) for consideration to be paid. H-7 Revised Transportation and Reimbursement Agreement dated July 31, 1986 between Columbia Gas Transmission Corp., ULH&P and CG&E. Addresses of parties: CG&E 139 East Fourth Street Cincinnati, OH 45202 ULH&P 139 East Fourth Street Cincinnati, OH 45202 Columbia Gas Transmission Corp. 1700 MacCorkle Ave., S.E. Charleston, West Virginia 25314 Date of expiration: Contract remains in effect from year to year until terminated by any party at the end of such yearly period by six months prior notice. Compensation to be paid: See Section 2 of the contract (Exhibit H-7) for consideration to be paid. LITIGATION 19. Describe briefly any existing litigation of the following descriptions, to which the registrant or any subsidiary company thereof is a party, or of which the property of the registrant or any such subsidiary company is the subject, including the names of the parties and the court in which such litigation is pending: (1) Proceedings to enforce or to restrain enforcement of any order of a State commission or other governmental agency; (2) Proceedings involving any franchise claimed by any such company; (3) Proceedings between any such company and any holder, in his capacity as such, of any funded indebtedness or capital stock issued, or guaranteed by such company, or between any such company and any officer thereof; (4) Proceedings in which any such company sues in its capacity as owner of capital stock or funded indebtedness issued or guaranteed by any other company; (5) Each other proceeding in which the matter in controversy, exclusive of interest and costs, exceeds an amount equal to 2% of the debit accounts shown on the most recent balance sheet of such company. Information regarding litigation involving CINergy and its subsidiaries is set forth in the following documents, the applicable portions of which are hereby incorporated by reference: Item 3 of the CG&E 1993 Form 10-K; Items 3 and 8 of the Annual Report of PSI on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-9941); Item 3 of the Energy 1993 Form 10-K; and Part I, Item 1 of the Quarterly Reports of PSI on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 1994 (File No. 1-9941). EXHIBITS EXHIBIT A. Furnish a corporate chart showing graphically relationships existing between the registrant and all subsidiary companies thereof as of the same date as the information furnished in the answer to Item 8. The chart should show the percentage of each class voting securities of each subsidiary owned by the registrant and by each subsidiary company. NOTE: Because the realignment of certain CINergy non-utility subsidiary companies (contemplated by CINergy's Form U-1 Application- Declaration in File No. 70-8427 and approved by the Commission's October 21, 1994 order therein) was incomplete as of October 31, 1994 (the date of the information furnished in Item 8), certain transitional arrangements that were temporarily in effect as of October 31, 1994 are not shown. Instead, in the interests of presenting the Commission with a more current organization chart, the information set forth in Exhibit A reflects the organization of the CINergy system as of the filing date hereof. Subsidiary relationships are shown by indentation. EXHIBIT B. With respect to the registrant and each subsidiary company thereof, furnish a copy of the charter, articles of incorporation, trust agreement, voting trust agreement, or other fundamental document of organization, and a copy of its by-laws, rules and regulations, or other instruments corresponding thereto. If such documents do not set forth fully the rights, priorities and preferences of the holders of each class of capital stock described in the answer to Item 8(b) and those of the holders of any warrants, options or other securities described in the answer to Item 8(d), and of any limitations on such rights, there shall also be included a copy of each certificate, resolution or other document establishing or defining such rights and limitations. Each such document shall be in the amended form effective at the date of filing the registration statement or shall be accompanied by copies of any amendments to it then in effect. (Note: By permission of the Staff, in lieu of the exhibits required hereunder, the disclosure requirements for Exhibit B have been limited to (i) the date and state of incorporation for the registrant and each of its subsidiary companies and (ii) a brief description of every subsidiary company of the registrant including a statement as to whether each such company is active or inactive. Such information is set forth in Items 4 and 5 hereof.) EXHIBIT C. (a) With respect to each class of funded debt shown in the answers to Items 8(a) and 8(c), submit a copy of the indenture or other fundamental document defining the rights of the holders of such security, and a copy of each contract or other instrument evidencing the liability of the registrant or a subsidiary company thereof as endorser or guarantor of such security. Include a copy of each amendment of such document and of each supplemental agreement, executed in connection therewith. If there have been any changes of trustees thereunder, such changes, unless otherwise shown, should be indicated by notes on the appropriate documents. No such indenture or other document need be filed in connection with any such issue if the total amount of securities that are now, or may at any time hereafter, be issued and outstanding thereunder does not exceed either $1,000,000 or an amount equal to 10% of the total of the debit accounts shown on the most recent balance sheet of the registrant or subsidiary company which issued or guaranteed such securities or which is the owner of property subject to the lien of such securities, whichever of said sums is the lesser. See Exhibit C-1 through C-50 hereto. (b) As to each outstanding and uncompleted contract or agreement entered into by registrant or any subsidiary company thereof relating to the acquisition of any securities, utility assets (as defined in Section 2(a)(18) of the Act), or any other interest in any business, submit a copy of such contract or agreement and submit details of any supplementary understandings or arrangements that will assist in securing an understanding of such transactions. In October 1989, the FERC approved a Global Settlement Agreement that allowed the purchase from Columbia Gas Transmission Corporation by CG&E, or its wholly-owned subsidiary or affiliate, of certain gas facilities. On July 31, 1991, Columbia Gas Transmission Corporation sought protection under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. KO Transmission Company has contracted to purchase gas facilities from Columbia Gas Transmission Corporation. These contracts have been filed with the FERC, and are awaiting FERC approval and the contracts must be filed to seek approval of the United States Bankruptcy Court. Contracts with KO Transmission Company are set forth in Exhibits C-51 and C-52 hereto. EXHIBIT D. A consolidating statement of income and surplus of the registrant and its subsidiary companies for its last fiscal year ending prior to the date of filing this registration statement, together with a consolidating balance sheet of the registrant and its subsidiary companies as of the close of such fiscal year. (Note: By permission of the Staff, Exhibit D will be filed by an amendment to this document on or before May 1, 1995. Such amendment will disclose the consolidating financial statements of CINergy and its subsidiary companies as of the fiscal year ended December 31, 1994.) EXHIBIT E. For each public utility company and natural gas producing and pipe line property in the holding company system of the registrant, furnish the following maps (properties of associate companies operating in contiguous or nearby areas may be shown on the same map, provided property and service areas of each company are shown distinctively). (1) Map showing service area in which electric service is furnished, indicating the names of the companies serving contiguous areas. See Exhibit E-1 hereto. (2) Electric system map showing location of electric property (exclusive of local distribution lines) owned and/or operated, and information as follows: (a) Generating plants--kind and capacity; See Exhibit E-2 hereto. (b) Transmission lines--voltage, number of circuits, kind of supports, kind and size of conductors; See Exhibit E-3 hereto. (c) Transmission substations--capacity. Omitted by permission of the Staff. (d) Distribution substations--capacity. Omitted by permission of the Staff. (e) Points of interconnection with all other electric utility companies and with all electrical enterprises operated by municipal or governmental agencies, giving names of such companies and enterprises; See Exhibit E-4 hereto. (3) Map showing service area in which gas service is furnished, indicating the names of companies serving contiguous areas; See Exhibit E-5 hereto. (4) Gas system map showing location of gas property (exclusive of low pressure local distribution lines) owned and/or operated, and information as follows: (a) Generating plants--kind and daily capacity; Omitted by permission of the Staff. (b) Holders--kind and capacity; Omitted by permission of the Staff. (c) Compressor stations--capacity in horsepower; Omitted by permission of the Staff. (d) Transmission pipe lines--size, approximate average transmission pressure and the estimated daily delivery capacity of the system; See Exhibit E-6 hereto. (e) Points of interconnection with all other private and public gas utilities, pipe lines or producing enterprises; giving names of such companies and other enterprises; See Exhibit E-6 hereto. (f) General location and outline of gas producing and reserve areas and diagrammatic location of gathering lines. None. EXHIBIT F. Furnish an accurate copy of each annual report for the last fiscal year ending prior to the date of the filing of this registration statement, which the registrant and each subsidiary company thereof has previously submitted to its stockholders. For companies for which no reports are submitted the reason for omission should be indicated; provided that electronic filers shall submit such reports in paper format only under cover of Form SE. The 1994 annual report to shareholders of CINergy has not yet been prepared. A copy of such annual report will be filed with the Commission as an amendment to this document on or before May 1, 1995. EXHIBIT G. Furnish a copy of each annual report which the registrant and each public utility subsidiary company thereof shall have filed with any State commission having jurisdiction to regulate public utility companies for the last fiscal year ending prior to the date of filing this registration statement. If any such company shall have filed similar reports with more than one such State commission, the registrant need file a copy of only one of such reports provided that notation is made of such fact, giving the names of the different commissions with which such report was filed, and setting forth any differences between the copy submitted and the copies filed with such other commissions. In the event any company submits an annual report to the Federal Power Commission but not to a State commission, a copy of such report should be furnished. In the case of a registrant or any public utility subsidiary company for which no report is appended the reasons for such omission should be indicated such as "No such reports required or filed;" provided that electronic filers shall submit such reports in paper format only under cover of Form SE. The 1994 FERC Form Nos. 1 and 2 of CG&E and ULH&P and Form No. 1 of Energy have not yet been prepared nor have the 1994 annual reports submitted to the Indiana Utility Regulatory Commission by West Harrison and Lawrenceburg, respectively. Copies of each of these reports will be filed with the Commission as an amendment to this document on or before May 1, 1995. EXHIBIT H. Typical forms of service, sales or construction contracts described in answer to Item 18. See Exhibit H-1 through H-7 hereto. This registration statement comprises: (a) A cover page, followed by pages numbered i to iii consecutively, followed by pages 1 to 72, consecutively. (b) The following Exhibits: the Exhibits shown on the attached exhibit index.
INDEX OF EXHIBITS EXHIBIT NUMBER DESCRIPTION A Corporate chart of CINergy and its subsidiary companies C-1 Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New York, as Trustee, dated as of August 1, 1936 (previously filed with the Commission as an exhibit to Registration Statement No. 2-2374, and is hereby incorporated by reference) C-2 Tenth Supplemental Indenture between CG&E and The Bank of New York dated as of July 1, 1967 (previously filed with the Commission as an exhibit to Registration Statement No. 2-26549, and is hereby incorporated by reference) C-3 Eleventh Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1969 (previously filed with the Commission as an exhibit to Registration Statement No. 2-32063, and is hereby incorporated by reference) C-4 Thirteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 1, 1971 (previously filed with the Commission as an exhibit to Registration Statement No. 2-41974, and is hereby incorporated by reference) C-5 Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972 (previously filed with the Commission as an exhibit to Registration Statement No. 2-60961, and is hereby incorporated by reference) C-6 Fifteenth Supplemental Indenture between CG&E and The Bank of New York dated as of August 1, 1973 (previously filed with the Commission as an exhibit to Registration Statement No. 2-60961, and is hereby incorporated by reference) C-7 Twenty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1985 (previously filed with the Commission as an exhibit to CG&E's 1985 Form 10-K in File No. 1- 1232, and is hereby incorporated by reference) C-8 Twenty-ninth Supplemental Indenture between CG&E and The Bank of New York dated as of June 15, 1989 (previously filed with the Commission as an exhibit to CG&E's June 30, 1989, Form 10-Q in File No. 1-1232, and is hereby incorporated by reference) C-9 Thirtieth Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1990 (previously filed with the Commission as an exhibit to CG&E's June 30, 1990, Form 10-Q in File No. 1-1232, and is hereby incorporated by reference) C-10 Thirty-first Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1990 (previously filed with the Commission as an exhibit to CG&E's 1990 Form 10-K in File No. 1- 1232, and is hereby incorporated by reference) C-11 Thirty-second Supplemental Indenture between CG&E and The Bank of New York dated as of December 15, 1991 (previously filed with the Commission as an exhibit to Registration Statement No. 33- 45115, and is hereby incorporated by reference) C-12 Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992 (previously filed with the Commission as an exhibit to Registration Statement No. 33- 53578, and is hereby incorporated by reference) C-13 Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993 (previously filed with the Commission as an exhibit to CG&E's September 30, 1993, Form 10-Q in File No. 1-1232, and is hereby incorporated by reference) C-14 Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994 (previously filed with the Commission as an exhibit to Registration Statement No. 33-52335, and is hereby incorporated by reference) C-15 Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994 (previously filed with the Commission as an exhibit to Registration Statement No. 33- 52335, and is hereby incorporated by reference) C-16 Loan Agreement between CG&E and County of Boone, Kentucky dated as of February 1, 1985 (previously filed with the Commission as an exhibit to CG&E's 1984 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-17 Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985 (previously filed with the Commission as an exhibit 4-A-28 to CG&E's 1985 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-18 Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985 (previously filed with the Commission as an exhibit 4-A-29 to CG&E's 1985 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-19 Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985 (previously filed with the Commission as an exhibit 4-A-30 to CG&E's 1985 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-20 Repayment Agreement between CG&E and The Dayton Power and Light Company dated as of December 23, 1992 (previously filed with the Commission as an exhibit to CG&E's 1992 Form 10-K in File No. 1- 1232, and is hereby incorporated by reference) C-21 Loan Agreement between CG&E and State of Ohio Water Development Authority dated as of January 1, 1994 (previously filed with the Commission as an exhibit to CG&E's 1993 Form 10-K in File No. 1- 1232, and is hereby incorporated by reference) C-22 Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of January 1, 1994 (previously filed with the Commission as an exhibit to CG&E's 1993 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-23 Loan Agreement between CG&E and County of Boone, Kentucky dated as of January 1, 1994 (previously filed with the Commission as an exhibit to CG&E's 1993 Form 10-K in File No. 1-1232, and is hereby incorporated by reference) C-24 Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New York dated as of February 1, 1949 (previously filed with the Commission as an exhibit to Registration Statement No. 2-7793, and is hereby incorporated by reference) C-25 Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as of January 1, 1967 (previously filed with the Commission as an exhibit to CG&E's Registration Statement No. 2- 60961, and is hereby incorporated by reference) C-26 Seventh Supplemental Indenture between ULH&P and The Bank of New York dated as of October 1, 1973 (previously filed with the Commission as an exhibit to CG&E's Registration Statement No. 2- 60961, and is hereby incorporated by reference) C-27 Eighth Supplemental Indenture between ULH&P and The Bank of New York dated as of December 1, 1978 (previously filed with the Commission as an exhibit to CG&E's Registration Statement No. 2- 63591, and is hereby incorporated by reference) C-28 Tenth Supplemental Indenture between ULH&P and The Bank of New York dated as of July 1, 1989 (previously filed with the Commission as an exhibit to CG&E's June 30, 1989, Form 10-Q in File No. 1-1232, and is hereby incorporated by reference) C-29 Eleventh Supplemental Indenture between ULH&P and The Bank of New York dated as of June 1, 1990 (previously filed with the Commission as an exhibit to CG&E's June 30, 1990, Form 10-Q in File No. 1-1232, and is hereby incorporated by reference) C-30 Twelfth Supplemental Indenture between ULH&P and The Bank of New York dated as of November 15, 1990 (previously filed with the Commission as an exhibit to ULH&P's 1990 Form 10-K in File No. 2-7793, and is hereby incorporated by reference) C-31 Thirteenth Supplemental Indenture between ULH&P and The Bank of New York dated as of August 1, 1992 (previously filed with the Commission as an exhibit to ULH&P's 1992 Form 10-K in File No. 2-7793, and is hereby incorporated by reference) C-32 Original Indenture (First Mortgage Bonds) dated September 30, 1939, between Energy and The First National Bank of Chicago, as Trustee (previously filed with the Commission as Exhibit A - Part 3 in File No. 70-258, and is hereby incorporated by reference), and LaSalle National Bank as Successor Trustee (supplemental indenture dated March 30, 1984) C-33 Nineteenth Supplemental Indenture between Energy and The First National Bank of Chicago dated January 1, 1969 (previously filed with the Commission as an exhibit to File No. 2-42545, and is hereby incorporated by reference) C-34 Twenty-third Supplemental Indenture between Energy and The First National Bank of Chicago dated January 1, 1977 (previously filed with the Commission as an exhibit to File No. 2-57828, and is hereby incorporated by reference) C-35 Twenty-fifth Supplemental Indenture between Energy and The First National Bank of Chicago dated September 1, 1978 (previously filed with the Commission as an exhibit to File No. 2-62543, and is hereby incorporated by reference) C-36 Twenty-seventh Supplemental Indenture between Energy and The First National Bank of Chicago dated March 1, 1979 (previously filed with the Commission as an exhibit to File No. 2-63753, and is hereby incorporated by reference) C-37 Thirty-fifth Supplemental Indenture between Energy and LaSalle National Bank dated March 30, 1984 (previously filed with the Commission as an exhibit to Energy's 1984 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-38 Thirty-ninth Supplemental Indenture between Energy and LaSalle National Bank dated March 15, 1987 (previously filed with the Commission as an exhibit to Energy's 1987 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-39 Forty-first Supplemental Indenture between Energy and LaSalle National Bank dated June 15, 1988 (previously filed with the Commission as an exhibit to Energy's 1988 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-40 Forty-second Supplemental Indenture between Energy and LaSalle National Bank dated August 1, 1988 (previously filed with the Commission as an exhibit to Energy's 1988 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-41 Forty-fourth Supplemental Indenture between Energy and LaSalle National Bank dated March 15, 1990 (previously filed with the Commission as an exhibit to Energy's 1990 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-42 Forty-fifth Supplemental Indenture between Energy and LaSalle National Bank dated March 15, 1990 (previously filed with the Commission as an exhibit to Energy's 1990 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-43 Forty-sixth Supplemental Indenture between Energy and LaSalle National Bank dated June 1, 1990 (previously filed with the Commission as an exhibit to Energy's 1991 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-44 Forty-seventh Supplemental Indenture between Energy and LaSalle National Bank dated July 15, 1991 (previously filed with the Commission as an exhibit to Energy's 1991 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-45 Forty-eighth Supplemental Indenture between Energy and LaSalle National Bank dated July 15, 1992 (previously filed with the Commission as an exhibit to Energy's 1992 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-46 Forty-ninth Supplemental Indenture between Energy and LaSalle National Bank dated February 15, 1993 (previously filed with the Commission as an exhibit to Energy's 1992 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-47 Fiftieth Supplemental Indenture between Energy and LaSalle National Bank dated February 15, 1993 (previously filed with the Commission as an exhibit to Energy's 1992 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-48 Fifty-first Supplemental Indenture between Energy and LaSalle National Bank dated February 1, 1994 (previously filed with the Commission as an exhibit to Energy's 1993 Form 10-K in File No. 1-3543, and is hereby incorporated by reference) C-49 Indenture (Secured Medium-term Notes, Series A) dated July 15, 1991, between Energy and The First National Bank of Chicago, as Trustee (previously filed with the Commission as an exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 2, dated July 15, 1993, and is hereby incorporated by reference) C-50 Indenture (Secured Medium-term Notes, Series B) dated July 15, 1992, between Energy and The First National Bank of Chicago, as Trustee (previously filed with the Commission as an exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 2, dated July 15, 1993, and is hereby incorporated by reference) C-51 Agreement for Purchase and Sale of Assets, dated as of March 31, 1994 by and between Columbia Gas Transmission Corporation as Seller and KO Transmission Company as Buyer C-52 Agreement for Purchase and Sale of Line AM-4, dated as of March 31, 1994 by and between Columbia Gas Transmission Corporation as Seller and KO Transmission Company as Buyer D To be filed by an amendment E-1 Maps of electric service areas (previously filed with the Commission as Exhibits E-1, E-2 through E-5, and E-8 through E-10 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and incorporated herein by reference) E-2 Maps of electric system showing generating plants (previously filed with the Commission as Exhibits E-1, E-2, E-9 and E-10 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and incorporated herein by reference) E-3 Maps of electric system showing transmission lines (previously filed with the Commission as Exhibits E-2, E-3, E-6, E-9 and E-10 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and incorporated herein by reference) E-4 Maps of electric system showing points of interconnection with the other utility companies and electrical enterprises (previously filed with the Commission as Exhibits E-2, E-3, E-6, E-9 and E-10 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and incorporated herein by reference) E-5 Map showing service area in which gas services is furnished (previously filed with the Commission as Exhibits E-1, E-4, E-5 and E-7 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and incorporated herein by reference) E-6 Map of gas system showing transmission pipelines and points of interconnection (filed under cover of Form SE) F To be filed by amendment G To be filed by amendment H-1 Service agreement dated March 2, 1994 by and among CG&E, Energy, ULH&P, West Harrison, Lawrenceburg, Miami and CINergy Services, Inc. (previously filed with the Commission as Exhibit B-6 to the Application-Declaration of CINergy on Form U-1, as amended, in File No. 70-8427, and hereby incorporated by reference) H-2 Form of service agreement by and among CINergy, non-utility subsidiaries of CINergy, and CINergy Services, Inc. (previously filed with the Commission as Exhibit B-7 to the Application- Declaration of CINergy on Form U-1, as amended, in File No. 70- 8427, and hereby incorporated by reference) H-3 Gas Transportation Agreement dated March 9, 1987 between CG&E and ULH&P H-4 Agreement dated May 23, 1961 between CG&E and ULH&P regarding ULH&P's underground gas storage cavern H-5 Agreement dated May 20, 1983 between Miami and CG&E in respect of the transfer and interchange of electric power and energy H-6 Agreement dated July 26, 1991 between Energy and PSI Recycling, Inc. ("PSI Recycling") in respect of the purchase of recyclable materials by PSI Recycling from Energy H-7 Revised Transportation and Reimbursement Agreement dated July 31, 1986 between Columbia Gas Transmission Corp., ULH&P and CG&E
FOOTNOTES /1/ North Rhine I Limited Partnership, North Rhine II Limited Partnership, and Franciscan Homes II Limited Partnership. /2/ Blue Chip Capital Fund, and Blue Chip Opportunity Fund. /3/ Includes provision for rate refunds applicable to both retail and wholesale customers. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the registrant has caused this registration statement to be duly signed on its behalf in the City of Cincinnati and State of Ohio on the 23rd day of January, 1995. CINergy Corp. By /s/ Jackson H. Randolph ----------------------- Chairman of the Board and Chief Executive Officer Attest: /s/ James E. Rogers - ----------------------------- Vice Chairman of the Board, President and Chief Operating Officer VERIFICATION State of Ohio ) ) ss. County of Hamilton ) The undersigned, being duly sworn, deposes and says that he has duly executed the attached registration statement dated January 23, 1995, for and on behalf of CINergy Corp.; that he is the Chairman of the Board and Chief Executive Officer of such company; and that all action by stockholders, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief. /s/ Jackson H. Randolph -------------------------- Subscribed and sworn to before me this 23rd day of January, 1995. /s/ Jerome A. Vennemann - ---------------------------- My commission expires: N/A EX-99.A 2 EXHIBIT A EXHIBIT A CORPORATE CHART CINergy Corp. The Cincinnati Gas & Electric Co. The Union Light, Heat and Power Co. Miami Power Corp. The West Harrison Gas and Electric Co. Lawrenceburg Gas Co. Tri-State Improvement Co. KO Transmission Co. PSI Energy, Inc. PSI Energy Argentina, Inc. South Construction Company, Inc. CINergy Services, Inc. CINergy Investments, Inc. Enertech Associates International, Inc. Beheer- En Belegginsmaatschappij Bruwabel B.V. Power International s.r.o. Power Development s.r.o. CG&E Resource Marketing, Inc. CGE ECK, Inc. PSI Recycling, Inc. PSI Argentina, Inc. Costanera Power Corp. E P EDEGEL, Inc. Power Equipment Supply Co. Wholesale Power Services, Inc. PSI T&D International, Inc. PSI Yacyreta, Inc. PSI Power Resource Development, Inc. PSI Power Resource Operations, Inc. PSI Environmental Corp. PSI International, Inc. PSI Sunnyside, Inc. EX-99.C.51 3 EXHIBIT C-51 EXHIBIT C-51 AGREEMENT FOR PURCHASE AND SALE OF ASSETS Dated as of March 31, 1994 By and Between COLUMBIA GAS TRANSMISSION CORPORATION as SELLER and KO TRANSMISSION COMPANY as BUYER TABLE OF CONTENTS ----------------- Page ---- ARTICLE I - DEFINITIONS 2 1.1 Assets 2 1.2 Buyer's Property Interest 2 1.3 Closing 2 1.4 Closing Date 2 1.5 Columbia Encumbrances 2 1.6 Force Majeure 3 1.7 Kentucky System 4 1.8 Law 4 1.9 Net Depreciated Book Cost 4 1.10 Operating Agreement 4 1.11 Permitted Encumbrances 4 1.12 Property Rights 4 1.13 Purchase Price 5 1.14 Seller's Conveyances 5 1.15 Disposal Site 5 1.16 Hazardous Substance 5 ARTICLE II - SALE AND PURCHASE 5 ARTICLE III - PURCHASE PRICE 6 ARTICLE IV - SELLER'S REPRESENTATIONS 6 4.1 Corporate Existence 7 4.2 Corporate Authority 7 4.3 Due Authorization 7 4.4 Binding Obligation 8 4.5 Marketable Title 8 4.6 Payments Current 8 4.7 Instruments in Effect 8 4.8 No Violation 9 4.9 Good Order and Repair 9 4.10 Obligations Current 9 4.11 No Litigation 10 4.12 Full Disclosure and Adequacy of Assets 10 4.13 Insurance Policies 10 4.14 Recorded Title Documents 11 4.15 Warranty of Capacity 11 4.16 Representations True and Correct 11 ARTICLE V - BUYER'S REPRESENTATIONS 12 5.1 Corporate Existence 12 5.2 Corporate Authority 12 5.3 Due Authorization 13 5.4 Binding Obligation 13 -i- Page ---- 5.5 No Bankruptcy 13 5.6 No Litigation 13 5.7 Funds Availability 13 5.8 Full Disclosure 14 5.9 Representations True and Correct 14 ARTICLE VI - ACCESS TO INFORMATION AND TESTING 14 6.1 Title Information 14 6.2 Access to Confidential Information and Inspection 14 6.3 Inspections and Testing 15 ARTICLE VII - COVENANTS OF SELLER 15 7.1 Covenants of Seller Pending Closing 15 7.2 Covenants of Buyer Pending Closing 17 ARTICLE VIII - SELLER'S CLOSING CONDITIONS 18 8.1 Truth of Representations and Warranties of Buyer 18 8.2 Certificate 18 8.3 Consents and Approvals 18 8.4 Entitlement to Acquire 19 8.5 Execution of Operating Agreement and Affidavit 19 8.6 Evidence of Insurability 19 ARTICLE IX - BUYER'S CLOSING CONDITIONS 20 9.1 Truth of Representations and Warranties of Seller 20 9.2 Certificate 20 9.3 Consents and Approvals 20 9.4 Entitlement to Acquire 21 9.5 Execution of Operating Agreement 21 9.6 Releases 21 ARTICLE X - CLOSING 22 10.1 Closing 22 10.2 Delivery by Seller 22 10.3 Delivery by Buyer 22 ARTICLE XI - EFFECT OF CLOSING 23 11.1 Buyer's Use of Assets 23 11.2 Imbalances 23 11.3 Termination of Existing Contracts 24 ARTICLE XII - SURVIVAL OF OBLIGATIONS AND INDEMNITY 24 12.1 Survival 24 12.2 Indemnity by Seller 25 12.3 Indemnity by Buyer 26 ARTICLE XIII - CASUALTY LOSS AND CONDEMNATION 27 13.1 Right to Terminate 27 -ii- Page ---- ARTICLE XIV - DEFAULT AND REMEDIES 28 14.1 Termination 28 14.2 Bankruptcy Proceeding 28 14.3 Remedies 29 ARTICLE XV - TRANSFER OF INTEREST 29 15.1 Right of First Opportunity 29 15.2 Permitted Transfer 31 ARTICLE XVI - ALTERNATE DISPUTE RESOLUTION (ARBITRATION) 32 ARTICLE XVII - MISCELLANEOUS 33 17.1 Further Assurances and Records 33 17.2 Notices 33 17.3 Incidental Expenses 34 17.4 Entire Agreement and Amendment 34 17.5 Governing Law 35 17.6 Exhibits 35 17.7 Time of the Essence 35 17.8 Counterparts 35 17.9 Assignment 35 17.10 Waiver 36 17.11 Binding Effect 36 17.12 Section Headings 36 EXHIBITS A -- Map of Kentucky System B -- Kentucky System Asset Description C -- Operating Agreement D -- EPA Affidavit of Buyer -iii- AGREEMENT FOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT, dated as of the 31st day of March, 1994, between COLUMBIA GAS TRANSMISSION CORPORATION, a Delaware corporation, whose address is 1700 MacCorkle Avenue, S.E., Charleston, West Virginia 25314 (hereinafter referred to as "Seller"), and KO TRANSMISSION COMPANY, a Kentucky corporation, whose address is 139 E. Fourth Street, Cincinnati, Ohio 45202 (hereinafter referred to as "Buyer"). W I T N E S S E T H: WHEREAS, pursuant to the Stipulation and Agreement dated June 29, 1989 submitted to the Federal Energy Regulatory Commission and the letter agreements executed July 19, 1989, it was agreed that Seller would sell to Buyer an undivided interest of 32.67 percent in the facilities of the Kentucky System (as defined below) existing as of the date of the Closing Date (as defined below); WHEREAS, Seller owns and operates those certain natural gas facilities known as the Kentucky System, consisting of certain pipeline, looping and appurtenances thereto extending approximately ninety (90) miles from an interconnection with facilities owned by Columbia Gulf Transmission Company (Columbia Gulf) in Menifee County, Kentucky (South Means Interconnect), to various points of interconnection with Buyer in Kentucky; and WHEREAS, Seller is obligated to sell and Buyer is obligated to acquire an undivided interest in such natural gas facilities on the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows: ARTICLE I DEFINITIONS The following terms, as used herein, have the following meanings: 1.1 "Assets" shall mean all of the following described properties, rights, titles, interests and assets subject to the Permitted Encumbrances and Columbia Encumbrances: (a) the Kentucky System; and (b) the Property Rights. 1.2 "Buyer's Property Interest" shall mean an undivided interest of 32.67 percent of the Assets, free and clear of all liens and encumbrances except the Permitted Encumbrances. 1.3 "Closing" shall be as defined in Section 10.1. 1.4 "Closing Date" shall be as defined in Section 10.1. 1.5 "Columbia Encumbrances" shall mean those security interests, mortgages, liens or encumbrances contained or represented by: (a) that certain Indenture of Mortgage and Deed of Trust, dated August 30, 1985, from Columbia Gas Transmission Corporation to Wilmington Trust Company, securing bonds issuable in an aggregate principal amount not to exceed $1,200,000,000 at any time, recorded in various county recording offices in Kentucky in which Seller holds property, with related financing statements filed in the various county offices and the Office of the Secretary -2- of State of Kentucky; and (b) any local and state liens placed on the Assets as a result of non-payment of Seller's pre-petition ad valorem taxes in the counties and states where the Assets are located, which are the subject of Seller's current bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 1.6 "Force Majeure" shall mean any act, omission or circumstance occasioned by or in consequence of any act of God, strike, lockout, act of the public enemy, war, blockade, insurrection, riot, epidemic, landslide, lightning, earthquake, fire, storm, flood, washout, arrest or restraint of rulers and peoples, civil disturbance, explosion, breakage or accident to machinery or lines of pipe, line or well freezeup, partial or entire electronic, mechanical or physical failure that affects the ability to transport gas, or the binding order of any court or governmental authority which has been resisted in good faith by all reasonable legal means and any other causes, whether of the kind herein enumerated, or otherwise, and whether caused or occasioned by or happening on account of the act or omission of one of the parties to this Agreement or some person or concern not a party hereto, not within the control of the party claiming force majeure and which, by the exercise of due diligence, such claiming party is unable to prevent or overcome. A failure to settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be considered to be a matter within the control of the party claiming -3- Force Majeure. Force Majeure may not be invoked to suspend, cancel or otherwise modify Buyer's payment obligations under this Agreement. 1.7 "Kentucky System" shall mean the gas pipelines located in Bath, Bracken, Campbell, Menifee, Montgomery, Nicholas, Pendleton, and Robertson Counties, Kentucky as depicted on the map attached as Exhibit A, and being more particularly described in Exhibit B attached hereto. 1.8 "Law" shall mean any applicable statute, regulation, ordinance, judgment, order or decree of a court of competent jurisdiction. 1.9 "Net Depreciated Book Cost" shall mean the amount, as determined by Seller, equal to the original cost of the Kentucky System and Property Rights, less accumulated depreciation as of the Closing Date determined according to the FERC Uniform System of Accounts. For purposes of Article XV, "Net Depreciated Book Cost" shall be as of the date of sale contemplated therein. 1.10 "Operating Agreement" shall mean that agreement to be entered into by Seller and Buyer at Closing in a form substantially similar to that attached hereto as Exhibit C. 1.11 "Permitted Encumbrances" shall mean: (a) the terms and conditions of all documents or instruments embodying or memorializing the Property Rights; and (b) any inchoate liens for taxes and assessments not yet due and payable. 1.12 "Property Rights" shall mean any rights-of-way, easements, fee interests, leasehold interests. estates, property -4- rights, servitudes, permits, licenses, franchises, certificates or other privileges establishing the right to own, operate, maintain, repair and remove the Kentucky System created, granted, reserved, evidenced by or otherwise established by any documents or instruments embodying or memorializing such rights. 1.13 "Purchase Price" shall mean an amount equal to the result of the Net Depreciated Book Cost, multiplied by 0.3267. 1.14 "Seller's Conveyances" shall mean the forms of deeds, assignments, bills of sale and other conveyances conveying Buyer's Property Interest. 1.15 "Disposal Site" shall mean any "facility" as such term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Sec. 9601, et seq., as amended ("CERCLA"). 1.16 "Hazardous Substance" shall mean any "hazardous waste" or "hazardous substance" as defined under CERCLA or the Resource Conservation and Recovery Act, 42 U.S. 9601, et seq., as amended ("RCRA") and any other material or substance regulated under any environmental Law. ARTICLE II SALE AND PURCHASE Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase Buyer's Property Interest. -5- ARTICLE III PURCHASE PRICE AND TAXES The total consideration for the sale and conveyance by the Seller of Buyer's Property Interest to Buyer is the payment by Buyer to Seller of the Purchase Price payable in immediately available federal funds. At least five business days prior to Closing, Seller shall provide Buyer with written notice of the Net Depreciated Book Cost as of the Closing Date which notice shall also set forth the manner by which such amount was determined in sufficient accounting detail that such amount and computation can be confirmed by Buyer. Prior to or at Closing, Buyer shall provide Seller 38,104 Dth of gas to compensate Seller for line pack. As of the Closing Date, the Net Depreciated Book Cost was equal to $____________, and the Purchase Price was $____________________. Any taxes on real or personal property constituting the Assets for the year during which the Closing occurs shall be prorated between Seller and Buyer, on a calendar year basis, based on their ownership interests in the Assets as of the Closing, and Buyer shall pay Seller accordingly for its allocable share of such taxes ("Buyer's Allocable Taxes"). ARTICLE IV SELLER'S REPRESENTATIONS Seller represents and warrants to Buyer as of the date hereof that with respect to the period prior to the Closing Date and as of the Closing Date, as follows: -6- 4.1 Corporate Existence. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified to carry on its business in the State of Kentucky. 4.2 Corporate Authority. Seller has all requisite corporate power and authority to carry on its business as presently conducted, to enter into this Agreement, and to perform its obligations hereunder. The consummation of the transactions contemplated by this Agreement and performance of the terms and conditions contemplated thereby by Seller will not: (a) violate, or be in conflict with (i) any provision of its charter, by-Laws or governing documents, or any agreement or instrument to which it is a party or by which it is bound, or (ii) any Law applicable to Seller or the Assets; or (b) require the consent, authorization or approval of any third party, except for (i) the approval of the United States Bankruptcy Court for the District of Delaware with respect to consummation of the transaction contemplated by this Agreement and the related release of the Columbia Encumbrances encumbering Buyer's Property Interest, and (ii) the approval of the Federal Energy Regulatory Commission. 4.3 Due Authorization. The execution, delivery and performance of this Agreement and the transactions contemplated hereunder, have been duly and validly authorized by all requisite corporate action on the part of Seller, subject to the conditions set forth in section 4.2. -7- 4.4 Binding Obligation. This Agreement constitutes as of the date hereof, and all documents and instruments required hereunder to be executed and delivered by Seller at Closing will constitute, on the Closing Date, valid, legal and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors. 4.5 Marketable Title. Seller has good and marketable title to and is possessed of the Assets, free and clear of all mortgages, liens, pledges, charges, security interests, preferential purchase rights, required consents or other burdens or encumbrances, or adverse claims, except for the Permitted Encumbrances and Columbia Encumbrances. 4.6 Payments Current. All rentals, payments and obligations due and payable or performable on or prior to the Closing Date under or on account of the Assets have been or will be duly paid, performed or provided for prior to the Closing Date, except for pre-petition obligations which are the subject of Seller's current bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 4.7 Instruments In Effect. To the best of Seller's knowledge, all documents or instruments embodying or memorializing the Property Rights are presently valid, subsisting and in full force and effect, no default now exists thereunder, and Seller has not received or given any notice of default or claimed default thereunder, and Seller has no knowledge of any event or -8- circumstance which with notice or passage of time or both could constitute a default thereunder. The Assets are currently being operated and maintained in compliance with all terms and provisions of the instruments applicable thereto. 4.8 No Violation. To the best of Seller's knowledge, Seller, the Assets and Seller's ownership, construction, maintenance, and operation or other handling of the Assets are not in violation of any Law applicable thereto. To the best of Seller's knowledge, Seller has made, filed, obtained and/or paid all filings, reports, permits, licenses, certificates. approvals and fees required under applicable Law with respect to the Assets and Seller's ownership, construction, maintenance and operation of the Assets, and Seller has no knowledge of nor has it received any notice of violation or claimed violation of any such Law. 4.9 Good Order and Repair. To the best of Seller's knowledge, the Assets are in good repair and working order, free from known material defects, normal wear and tear excepted, and no known material injury or damage to any of the Assets has occurred prior to the date hereof, which has not been fully repaired, rebuilt or replaced. To the best of Seller's knowledge, there has been no actual or threatened taking (whether permanent, temporary, whole or partial) of any part of the Assets by reason of condemnation or the threat of condemnation. 4.10 Obligations Current. To the best of Seller's knowledge, all taxes, as well as all assessments and other governmental charges, penalties, interest and fines, which have become due and -9- payable on or with respect to the Assets, or Seller's ownership or operation thereof, prior to the Closing Date, or which have been collected by Seller in connection with the Assets on behalf of some governmental entity, have been properly paid prior to becoming delinquent, and all returns and reports with respect to such matters have been duly and timely filed: except for any pre- petition obligations, to the extent they exist, which are the subject of Seller's current bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 4.11 No Litigation. To the best of Seller's knowledge, there are no demands, suits, actions, proceedings or investigations pending or threatened before any court or governmental agency which might result in a material impairment or loss of Seller's title to any part of the Assets or the value thereof or which might materially hinder or impede the consummation of this Agreement, or the operation of any part of the Assets; except to the extent such matters may be affected by Seller's current bankruptcy proceedings referred to in Section 4.2. Seller shall promptly notify Buyer of any such matters arising or threatened prior to Closing. 4.12 Full Disclosure and Adequacy of Assets. To the best of Seller's knowledge, all information and disclosures set forth in this Agreement or in any exhibits attached hereto or furnished by Seller to Buyer in connection herewith, are accurate and complete in all material respects. 4.13 Insurance Policies. Policies of insurance are held by Seller as an insured with respect to the Kentucky System or -10- Seller's business relating to the Kentucky System as required under the terms of the Operating Agreement. No notice has been received from any insurance company that has issued a policy insuring Seller with respect to any portion of the Kentucky System (or Seller's business relating thereto), or any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies, requiring the performance of any material repairs, replacements, alterations or other work or requiring any changes in Seller's operations with respect to the Kentucky System. 4.14 Recorded Title Documents. The entire and continuous lengths of the Kentucky System are covered: (a) by recorded deeds vesting fee ownership in Seller of the underlying land; or (b) by recorded rights-of-way, easements, leases, permits, licenses or other instruments which purport to be from the owners of the land covered thereby and purport to grant to Seller and Seller's successors and assigns (or to Seller's predecessor in title and its successors and assigns) the right to construct, operate and maintain the Kentucky System in, over, under and across such land. 4.15 Warranty of Capacity. The total capacity of the Kentucky System is 676,500 Dth per day under "Current Operating Conditions", as that term is defined in the Operating Agreement. 4.16 Representations True and Correct. No representation, warranty or other statement of the Seller contained in this Agreement, or in any certificate, instrument or other agreement delivered by Seller to Buyer pursuant hereto, contains any untrue statement of a material fact or omits to state any material fact -11- necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. ARTICLE V BUYER'S REPRESENTATIONS Buyer represents and warrants to Seller as of the date hereof that with respect to the period prior to the Closing Date and as of the Closing Date, as follows: 5.1 Corporate Existence. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Kentucky. 5.2 Corporate Authority. Buyer has all requisite corporate power and authority to carry on its business as presently conducted, to enter into this Agreement and other documents or agreements contemplated hereby, to purchase the Buyer's Property Interest on the terms described in this Agreement and to perform its other obligations under this Agreement and other documents or agreements contemplated hereby. The consummation of transactions contemplated by this Agreement and performance of the terms and conditions contemplated thereby by Buyer will not: (a) violate, or be in conflict with (i) any provision of Buyer's charter, by-laws or governing documents, or any agreement or instrument to which Buyer is a party or by which it is bound, or (ii) any law applicable to Buyer or the Assets; or (b) require the consent, authorization or approval of any third party, except the approval of the Federal Energy Regulatory Commission. -12- 5.3 Due Authorization. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. 5.4 Binding Obligation. This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute on the Closing Date, legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors. 5.5 No Bankruptcy. There are no bankruptcy, reorganization or insolvency proceedings pending, being contemplated by or to the knowledge of Buyer threatened against Buyer. 5.6 No Litigation. To the best of Buyer's knowledge, there are no demands, suits, actions, proceedings or investigations pending or threatened before any court or governmental agency against Buyer or to which Buyer is a party which might materially hinder or impede the consummation of this Agreement or the operation of any of the Assets, except to the extent such matters may be affected by Seller's current bankruptcy proceedings referred to in Section 4.2. Buyer shall promptly notify Seller of any such matters arising or threatened prior to Closing. 5.7 Funds Availability. Buyer has and will have at Closing sufficient and immediately available funds in an amount equal to the Purchase Price for delivery to Seller at Closing. -13- 5.8 Full Disclosure. To the best of Buyer's knowledge, all information and disclosures, including without limitation any documents furnished by Buyer to Seller in connection herewith, are accurate and complete in all material respects. 5.9 Representations True and Correct. No representation, warranty or other statement of the Buyer contained in this agreement, or in any document or other agreement delivered by Buyer to Seller pursuant hereto, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. ARTICLE VI ACCESS TO INFORMATION AND TESTING 6.1 Title Information. Promptly after the execution of this Agreement and until Closing, Seller shall permit Buyer and its representatives at reasonable times to examine and copy, at Buyer's expense, all abstracts of title, title opinions, title files, ownership maps, right-of-way maps, assignments, and such other like documents pertaining to the Assets. 6.2 Access to Confidential Information and Inspection. Prior to Closing, Seller shall make available to Buyer for inspection by Buyer at reasonable times at Seller's location, all books and records relating to the cost of the Kentucky System and Property Rights (and any depreciation associated therewith), the condition of the Assets, their operation and the operating costs attributable -14- to the Assets as such pertain to costs and expenses to be shared by Buyer and Seller under the Operating Agreement attached as Exhibit C. Any information made available to Buyer under this Agreement shall be maintained confidential by Buyer and shall not be disclosed to any third party, except as required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld. 6.3 Inspections and Testing. Prior to Closing, Seller shall permit Buyer and its representatives at reasonable times and at Buyer's sole risk, cost and expense, to fully inspect, test, analyze, measure and inventory any and all of the Assets. ARTICLE VII COVENANTS OF SELLER 7.1 Covenants of Seller Pending Closing. From and after the date of this Agreement, and until the Closing, except as otherwise consented to by Buyer in writing, or required by an Order of the United States Bankruptcy Court for the District of Delaware, Seller shall: (a) Operate the Assets as a reasonably prudent operator, within the constraints of applicable operating and other agreements, only in the ordinary course of business. and in accordance with all applicable Laws; (b) Maintain and keep the Assets in their present condition and working order, ordinary wear and tear expected; (c) Maintain in full force and effect policies of insurance covering the Kentucky System; (d) Preserve in full force and effect all documents and instruments required to operate, maintain, repair, replace and/or remove the Kentucky System; -15- (e) Not enter into any agreement or arrangement granting any preferential right to purchase any of Buyer's Property Interest or requiring the consent of any person to transfer and assignment of Buyer's Property Interest; (f) Not incur, or agree to incur, any contractual obligation, encumbrance, mortgage or liability (absolute or contingent) with respect to Buyer's Property Interest, except: (1) current liabilities incurred in the ordinary course of business; (2) the Columbia Encumbrances; (3) liabilities incurred in connection with the consummation of the transactions contemplated in this Agreement; and (4) any future liabilities, encumbrances, or mortgages as a result of Seller's current bankruptcy proceedings in the United States Bankruptcy Court for the District of Delaware; (g) Not sell, release, abandon or otherwise dispose of any of Buyer's Property Interest, except items of personal property replaced by equivalent property or consumed in normal operations; (h) Notify the Environmental Protection Agency at least thirty (30) days prior to Closing of the conveyance of Buyer's Property Interest to Buyer, and submit therewith Buyer's executed affidavit in the form of Exhibit D attached hereto, all pursuant to the "Technical Guidance for the Abandonment in Place of Interstate Natural Gas Pipeline Systems Developed by the United States Environmental Protection Agency" dated October 24, 1990, as it applies to Seller; (i) Undertake its best efforts to obtain the approval of the United States Bankruptcy Court for the District of Delaware of: (1) this Agreement, the transactions contemplated herein, the Operating Agreement contained in Exhibit C, and (2) the release of the Columbia Encumbrances as they relate to Buyer's Property Interest; (j) Make all filings and reports with, and undertake its reasonable efforts to obtain all approvals and consents from, all governmental authorities prior to the Closing Date which are required of Seller under applicable Law in connection with the consummation of this transaction; and (k) Maintain in good order and condition all files, books, records, documents and papers of Seller relating to or evidencing the Assets and continue to maintain all accounting procedures and books of account with respect -16- to the Assets in accordance with the FERC Uniform System of Accounts. Notwithstanding the foregoing, except in the case of emergency or of normally recurring expenses, Seller shall not make or commit to expenditures with regard to the Kentucky System in excess of $100,000 for each such expenditure without first obtaining Buyer's prior consent, which consent shall not be unreasonably withheld or delayed. In the event an emergency expenditure is required hereunder, Seller shall notify Buyer of same as soon thereafter as practicable. 7.2 Covenants of Buyer Pending Closing. From and after the date of this Agreement, and until the Closing, except as otherwise consented to by Seller in writing, Buyer shall: (a) Obtain all necessary certificate and abandonment authority of the Federal Energy Regulatory Commission for Buyer's purchase of Buyer's Property Interest; (b) Make all filings and reports with, and obtain all approvals and consents from, all governmental authorities prior to the Closing Date which are required by Buyer under applicable Law in connection with the consummation of this transaction: (c) Execute and deliver to Seller, at least forty-five (45) days prior to Closing, the Buyer's affidavit in the form of Exhibit D attached hereto; and (d) Obtain written assurance, to Seller's satisfaction, that Buyer shall, at Closing, have in full force and effect a policy of insurance covering Buyer's Property Interest, which written assurance shall specifically set forth the insurance company, amount of coverage, insurable losses, deductibles, premium payments, policy conditions and such other information as Seller may request and which shall be delivered to Seller thirty (30) days prior to Closing. -17- ARTICLE VIII SELLER'S CLOSING CONDITIONS The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing Date of the following conditions: 8.1 Truth of Representations and Warranties of Buyer. All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing Date. 8.2 Certificate. Seller shall have received a certificate dated as of the Closing Date, executed by a duly authorized officer of Buyer to the effect that the statements made under Article V above are true in all material respects at and as of the Closing Date. 8.3 Consents and Approvals. All necessary: (a) certificate and abandonment authority by the Federal Energy Regulatory Commission shall have been obtained, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld; and (b) consents and approvals by the United States Bankruptcy Court for the District of Delaware and any state or federal governmental authority or agency, relating to the consummation of the transactions contemplated by this Agreement shall have been obtained or accomplished, without -18- modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld. No action, proceeding, inquiry or investigation by any governmental body or agency shall have been brought or threatened (and shall not have been fully disposed of) which questions the validity or legality of the transactions contemplated by this Agreement, and would have an adverse effect on the transactions contemplated hereby. 8.4 Entitlement to Acquire. Buyer shall be legally entitled to acquire Buyer's Property Interest on the Closing Date and no governmental order or regulation of the United States of America, or of any state or local government therein shall have been published which by its express terms prohibits Buyer from acquiring Buyer's Property Interest. 8.5 Execution of Operating Agreement and Affidavit. Buyer shall have executed and delivered the Operating Agreement to Seller in the form of Exhibit C attached hereto, and at least forty-five (45) days prior to Closing, shall have executed and delivered the Buyer's affidavit to Seller in the form of Exhibit D attached hereto. 8.6 Evidence of Insurability. Buyer shall have delivered to Seller thirty (30) days prior to Closing, the written assurance of insurability provided for in section 7.2(d) of this Agreement. -19- ARTICLE IX BUYER'S CLOSING CONDITIONS The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction at or prior to the Closing Date of the following conditions: 9.1 Truth of Representations and Warranties of Seller. All representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and Seller shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing Date. 9.2 Certificate. Buyer shall have received a certificate dated as of the Closing Date, executed by a duly authorized officer of Seller, to the effect that the statements made under Article IV above are true in all material respects at and as of the Closing Date. 9.3 Consents and Approvals. All necessary: (a) certificate and abandonment authority by the Federal Energy Regulatory Commission shall have been obtained, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld; and (b) consents and approvals by the United States Bankruptcy Court for the District of Delaware and any state or federal governmental authority or agency, relating to the consummation of the transactions contemplated by this -20- Agreement shall have been obtained or accomplished, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld. No action, proceeding, inquiry or investigation by any governmental body or agency shall have been brought or threatened (and shall not have been fully disposed of) which questions the validity or legality of the transactions contemplated by this Agreement, and would have an adverse effect on the transactions contemplated hereby. 9.4 Entitlement to Acquire. Buyer shall be legally entitled to acquire Buyer's Property Interest on the Closing Date and no governmental order or regulation of the United States of America, or of any state or local government therein shall have been published which by its express terms prohibits Buyer from acquiring Buyer's Property Interest. 9.5 Execution of Operating Agreement. Seller shall have executed and delivered the Operating Agreement to Buyer in the form of Exhibit C attached hereto. 9.6 Releases. Seller shall have obtained the release of the Columbia Encumbrances as they relate to the Buyer's Property Interest. -21- ARTICLE X CLOSING 10.1 Closing. The closing of this transaction (the "Closing") shall be held on the date 45 days after receipt of all requisite approvals as contemplated in sections 7.1(i), 7.2(a), 8.3 and 9.3, at the offices of Seller in Charleston, West Virginia unless extended by the written agreement of the parties hereto, or at such other place as the parties may agree in writing (herein called "Closing Date"), which agreements shall not be unreasonably withheld. 10.2 Delivery By Seller. At Closing, Seller shall deliver to Buyer the following: (a) The executed Seller's Conveyances, all documents described in Article IX and such other documents as may be reasonably necessary to convey Buyer's Property Interest to Buyer in accordance with the provisions hereof; (b) The certificate of Seller referred to in Section 9.2 hereof; (c) A copy of the Operating Agreement attached as Exhibit C, properly executed by Seller; and (d) Such evidence of compliance, satisfaction and performance by Seller with or of all representations, warranties, covenants and agreements of Seller made at or as of the Closing Date or to be performed or satisfied at or prior to the Closing Date as Buyer may reasonably request at least five (5) days prior to the Closing Date. 10.3 Delivery By Buyer. At Closing, Buyer shall deliver to Seller the following: (a) The Purchase Price and Buyer's Allocable Taxes (as defined in Article III of this Agreement) in immediately available federal funds by wire transfer to Seller's account at Mellon Bank N.A., Pittsburgh, Pennsylvania, ABA #043000261, Account No. 191-0604 (or at such other place within the continental United States of America designated by Seller to -22- Buyer at least five (5) business days prior to the Closing Date); (b) A copy of the Operating Agreement attached as Exhibit C, properly executed by Buyer; and (c) Such evidence of compliance, satisfaction and performance by Buyer with or of all representations, warranties, covenants and agreements of Buyer made at or as of the Closing Date or to be performed or satisfied at or prior to the Closing Date as Seller may reasonably request at least five (5) days prior to the Closing Date; and (d) Evidence of insurance covering Buyer for Buyer's Property Interest, to the satisfaction of Seller, effective as of Closing. ARTICLE XI EFFECT OF CLOSING 11.1 Buyer's Use of Assets. Following Closing, Buyer shall own Buyer's Property Interest. Buyer's Property Interest shall entitle Buyer to make use of 221,000 Dth per day of the capacity of the Kentucky System, which, as of the date of this Agreement equals 32.67% of the total capacity as warranted in Section 4.15. Buyer's entitlement to such use of the Buyer's Property Interest in the Kentucky System shall be subject to the terms and conditions of the Operating Agreement, as such may be amended from time to time. 11.2 Imbalances. Any imbalances with respect to transportation of gas for others that arise or exist with respect to the Kentucky System prior to the Closing Date are, and shall remain, the sole responsibility of Seller; provided, however, this provision shall not affect Seller's rights to correct any imbalances which exist at Closing and which are attributable to Buyer or Buyer's Affiliates. -23- 11.3 Termination of Existing Agreements. As of the Closing, this Agreement, the Operating Agreement and the Agreement for Purchase and Sale of Line AM-4 shall constitute the entire agreement between the parties and supersede all other prior agreements, representations and understandings, written or oral, pertaining to the sale, operation and maintenance of the facilities sold thereunder and the matters agreed to therein, unless specifically excepted, including, but not limited to, any and all prior agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company ("ULHP"); provided, that nothing in this Agreement is intended to waive, release or impair any of the parties' rights or remedies under the Operating Agreement or the Agreement for Purchase and Sale of Line AM-4. Consequently, the Stipulation and Agreement and Precedent Agreement between Columbia, The Cincinnati Gas & Electric Company, ULHP and Tennessee Gas Pipeline Company dated January 25, 1987 shall be deemed terminated as of the Closing, except for the first sentence in paragraph (6), and all of paragraphs (7) and (8). Nothing contained in this Agreement, the Operating Agreement or the Agreement for Purchase and Sale of Line AM-4 shall affect the parties' respective rights, claims and defenses in connection with pre-petition obligations or agreements between the parties, if any, which are or may be subject to Seller's bankruptcy proceeding before the United States Bankruptcy Court for the District of Delaware. -24- ARTICLE XII SURVIVAL OF OBLIGATIONS AND INDEMNITY 12.1 Survival. All representations, warranties and covenants made by the parties hereto in this Agreement in Articles IV, V and VII shall survive the execution and delivery of this Agreement and all closing documents, but shall not survive past the Closing. 12.2 Indemnity By Seller. Seller agrees to indemnify Buyer as follows: (a) Seller hereby indemnifies and agrees to hold harmless Buyer and its officers, directors, employees, representatives and agents from and against any and all claims, demands, causes of action, damages, penalties, liabilities, and costs and expenses imposed upon or incurred by Buyer related thereto (of whatsoever nature or character, whether known or unknown, whether arising out of contract, tort, misrepresentations, violations of Law or otherwise and regardless of applicable insurance coverage), arising or accruing with respect to any breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement. (b) Indemnity By Seller For Environmental Matters. With respect to events pertaining to the Kentucky System, or any portion thereof which has not become part of the "Indicated System" as that term is defined in Section 1.9 of the Operating Agreement, Seller shall indemnify and hold harmless Buyer and its officers, directors, employees, representatives and agents from and against any and all claims, demands, causes of action, damages, penalties, liabilities, and costs and expenses imposed upon or incurred by Buyer related thereto (of whatsoever nature or character, whether known or unknown, whether arising out of contract, tort, misrepresentations, violations of law or otherwise and regardless of applicable insurance coverage), with respect to such events occurring prior to the Closing Date including: (i) any violation by Seller of laws designed to protect human health and the environment with respect to the Assets, including any violations consisting of any material spills, discharges or releases of gas, petroleum products, contaminants, pollutants and/or hazardous wastes or substances (including without limitation, any Hazardous Substances), from, affecting or in any way connected with the Assets; (ii) the disposal or treatment of any substance, including Hazardous Substances, in any Disposal Site in connection with the Assets; (iii) the -25- disposal of any substance, including Hazardous Substances, on, in or through the Assets; and (iv) that which would result in Seller being liable or strictly liable with respect to the period prior to the Closing Date under the Resource Conservation and Recovery Act, 42 U.S. 6901, et seq., Toxic Substances Control Act, 15 U.S.C. 2601, et seq., Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., Safety of Public Water Systems, 42 U.S.C. 300___ et seq. and The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. 9601, et seq., and the regulations promulgated pursuant to these statutes, all as in effect as of the Closing Date. Such liability shall include but not be limited to, potential liability arising from the EPA presumption that the Assets are PCB contaminated and potential liability arising from the use of metals in metering or other operations associated with the Assets. (c) No Indemnity for Latent Defects. Notwithstanding any express or implied term of this Agreement or the Operating Agreement, Seller shall not be required to indemnify nor hold harmless Buyer, its officers, directors, employees, representatives or agents from any claim, demand, cause of action, damage, penalty, liability or related cost and expense imposed upon or incurred by Buyer related thereto with respect to that which arises or accrues as a result of any latent defect (except latent environmental defects) pertaining to the Kentucky System. (d) Seller shall have no liability to Buyer under this section 12.2 to the extent that any officer, director, or any employee at a managerial or higher level, or agent of Buyer ("Buyer's Agent"), who in each case has actual knowledge of the terms and provisions of this Agreement: (i) had actual knowledge of the falsity of such representation or of the breach of such warranty when made; or (ii) fails to give written notice to Seller of the breach promptly after Buyer or Buyer's Agent acquires such actual knowledge. (e) The sole and exclusive remedy of Buyer with respect to the breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, shall be a claim pursuant to Section 12.2(a) and provided Buyer has provided Seller with written notice of such claim promptly after the facts providing the basis for such claim are known by Buyer. If such claim involves a claim by a third party against Buyer, Seller may, at its sole discretion, assume, at its expense, the defense of the claim by the third party, which shall not affect any indemnification obligation under this Agreement. 12.3 Indemnity By Buyer. Buyer agrees to indemnify Seller as follows: -26- (a) Buyer hereby indemnifies and agrees to hold harmless Seller and its officers, directors, employees, representatives and agents from and against any and all claims, demands, causes of action, damages, penalties, liabilities, costs and expenses imposed upon or incurred by Seller related thereto (of whatsoever nature or character, whether known or unknown, whether arising out of contract, tort, misrepresentations, violations of Law or otherwise and regardless of applicable insurance coverage), arising or accruing with respect to any breach by Buyer of any of its representations, warranties, covenants or agreements under this Agreement. (b) Buyer shall have no liability to Seller under this section 12.3 to the extent that any officer, director, or any employee at a managerial or higher level, or agent of Seller ("Seller's Agent"), who in each case has actual knowledge of the terms and provisions of this Agreement: (i) had actual knowledge of the falsity of such representation or of the breach of such warranty when made; or (ii) fails to give written notice to Buyer of the breach promptly after Seller or Seller's Agent acquires such actual knowledge. (c) The sole and exclusive remedy of Seller with respect to the breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, shall be a claim pursuant to Section 12.3(a) and provided Seller has provided Buyer with written notice of such claim promptly after the facts providing the basis for such claim are known by Seller. ARTICLE XIII CASUALTY LOSS AND CONDEMNATION 13.1 Right to Terminate. If prior to the Closing Date any part of the Assets having a value in excess of $1,000,000 shall be destroyed by fire or other casualty or if any part of the Assets having a value in excess of $50,000 shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, or if any casualty or taking occurs or is pending or threatened which causes or could cause operation of any part of the Kentucky System to be shutdown or curtailed for a period exceeding five (5) days, Buyer at its option may terminate this Agreement. -27- ARTICLE XIV DEFAULT AND REMEDIES 14.1 Termination. If Buyer, due to its bad faith, fails to satisfy its covenants and obligations under this Agreement thereby resulting in the inability of Buyer and Seller to consummate the Closing as set forth in Section 10.1, Seller's obligations under the July 19, 1989 letter agreements and all prior letter agreements pertaining to Buyer's acquisition of Buyer's Property Interest shall be considered fulfilled and Seller may, at its sole option, terminate this Agreement, and any and all prior letter agreements or other agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company. If Seller, due to its bad faith, fails to satisfy its covenants and obligations under this Agreement thereby resulting in the inability of Buyer and Seller to consummate the Closing as set forth in Section 10.1, Buyer may, at its sole option, terminate this Agreement, and Seller's obligations under any and all prior letter agreements or other agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company shall be unaffected. 14.2 Bankruptcy Proceeding. Buyer understands that Seller is currently a debtor-in-possession subject to the jurisdiction of the United States Bankruptcy Court for the District of Delaware, which court must approve this Agreement, the Operating Agreement and the transactions contemplated therein, and the release of the Columbia -28- Encumbrances as they relate to Buyer's Property Interest. In the event Seller is unable to obtain such court approval(s), Seller may, at its sole option, terminate this Agreement. 14.3 Remedies. If this Agreement is terminated pursuant to this Article, each party shall bear its own respective costs and expenses incurred in connection with the underlying transactions contemplated by this Agreement, including its own consultants' fees, attorneys' fees, accountants' fees, and other similar costs and expenses. The prevailing party in any proceeding brought under or with relation to this Agreement or transaction shall be entitled to recover costs and reasonable attorneys' fees incurred by such party in connection therewith from the non-prevailing party. ARTICLE XV TRANSFER OF INTEREST 15.1 Right of First Opportunity. (a) At any time after the Closing Date without limitation, Seller or Buyer desires to sell, transfer, exchange or abandon its undivided interest in the Assets, or any portion thereof or any interest therein, or shall receive a formal written offer to purchase, transfer or exchange its undivided interest in the same (in both cases such party being defined for purposes of this Article XV as "Transferor") such Transferor shall promptly send a written notice of such intent or offer (the "Option Notice") to the nontransferring party (such party being defined for purposes of this Article XV as "Transferee") and Transferee shall have forty-five (45) days (the "Option Period") from the date of Transferee's receipt of the Option Notice in which to elect to acquire the Transferor's interest in the Assets, or such portion thereof or interest therein, for the higher of: (i) the prorated Net Depreciated Book Cost thereof as of the date of the sale, transfer, exchange or abandonment of such interest as contemplated in such Option Notice, or if no date is contemplated, then as of the date of the Option Notice; or (ii) the purchase price offered for such interest by a person or entity making an offer to purchase said interest. -29- If Transferee elects within the Option Period to purchase the Transferor's interest in the Assets, Transferor and Transferee shall thereupon commence negotiations in good faith and with due diligence toward preparation and execution of an agreement for sale (the "Sales Agreement") by Transferor to Transferee of Transferor's undivided interest in the Assets on the terms set forth in the Option Notice; provided, however, that in all events such Sales Agreement shall provide for the conveyance of such interest in the Assets by Transferor to Transferee free and clear of all liens and encumbrances except the Permitted Encumbrances and other liens and encumbrances created by Transferor with the written consent of Transferee. (b) If Transferor does not receive an election from Transferee to purchase the Transferor's undivided interest in the Assets within the Option Period, then Transferor may offer its undivided interest in the Assets for sale and enter into negotiations with a third party pursuant to the terms in the Option Notice. If, during such negotiations, the price agreed to by Transferor and a third party is less than that originally offered by such third party then Transferor shall promptly send a written notice of such intent or offer (the "Option Notice II") to the Transferee and Transferee shall have forty-five (45) days (the "Option Period II") from the date of the Transferee's receipt of the Option Notice II in which to elect to acquire Transferor's undivided interest at such lower price. If Transferee elects not to acquire Transferor's undivided interest, then Transferor may enter into an agreement for sale with the third party at the previously agreed to price and otherwise pursuant to the terms in the Option Notice II. If such agreement with said third party is not entered into within six (6) months from the end of the Option Period, or Option Period II, as the case may be, or if the sale pursuant to the agreement with the third party is not closed within ninety (90) days after such agreement is executed, then Transferor must give Transferee a new Option Notice (subject to the requirements of this section 15.1) before making any new offers, including a renewal of the initial offer. (c) If either party, whether voluntarily or by operation of Law, sells, conveys, assigns, alienates or otherwise transfers the legal or equitable title to either party's undivided interest in the Assets or any part thereof or any interest therein or of all or substantially all of the assets of either party, or other transfer of the stock or equity interest in either party, if all or substantially all of the assets of such party, or Affiliate as defined in Section 15.2, consist of its interest in the Assets and the Operating -30- Agreement, such action shall be deemed to be a sale of either party's undivided interest in the Assets hereunder, and shall thus, unless waived in writing in advance by the non- transferring party, be subject to the requirements and terms set forth in subsections 15.1(a) and 15.1(b) above. (d) In the event Transferor consummates a sale to a third party in accordance with the terms contained in this section 15.1, then such third party will accede to all of Transferor's rights and obligations under this Agreement, and the Operating Agreement. (e) Any sale, conveyance, assignment, alienation or other transfer of Transferor's undivided interest in the Assets, or any portion thereof or any interest therein, which in the reasonable opinion of Transferee, does not comply with this section 15.1 shall, at the option of Transferee, be voidable by Transferee. In the event of such noncompliance, Transferor shall indemnify Transferee for any and all costs, expenses or capital expenditures required to secure Transferee's rights under this section 15.1, including, at the option of Transferee, the vesting in Transferee of unencumbered fee title in Transferor's interest so conveyed, assigned, alienated or otherwise transferred in violation of this section 15.1. 15.2 Permitted Transfer. Either Party may sell, convey, assign, transfer or exchange its interest in the Assets and under the Operating Agreement to (a) such party's parent company (e.g., a company which owns 90% of such party's outstanding stock); (b) a wholly-owned subsidiary of such party; or (c) a company which is wholly owned by such party's parent company ("Affiliate"), without being subject to section 15.1, provided that, prior to such transfer, Affiliate has, to the non-transferring party's satisfaction, met the requirements and conditions set forth in sections 7.2, and 10.3. For purposes of this section 15.2, the term "Buyer" in sections 7.2 and 10.3 shall be replaced with the term "Affiliate", and "Closing" or "Closing Date" in sections 7.2 and 10.3 shall refer to the date of the proposed transfer to -31- Affiliate under this section 15.2. In the event an Affiliate acquires an interest in the Assets pursuant to this section 15.2, then such Affiliate will accede to all of the transferring party's rights and obligations under this Agreement, and the Operating Agreement. ARTICLE XVI ALTERNATE DISPUTE RESOLUTION (ARBITRATION) Any dispute between Seller and Buyer that arises under or relates to this Agreement and that the parties cannot resolve between then shall be resolved exclusively and finally in arbitration by a panel of three arbitrators. In the event of such arbitration: (a) except as provided in this Article XVI, the procedural rules (including discovery rules) governing the arbitration shall be those of the American Arbitration Association as then in effect; (b) the site of the arbitration shall be Charleston, West Virginia; (c) the Seller shall be entitled to choose a single arbitrator (the "Seller's Arbitrator") and the Buyer shall be entitled to choose a single arbitrator (the "Buyer's Arbitrator"); (d) the Seller's Arbitrator and the Buyer's Arbitrator shall agree upon and choose the third arbitrator; and (e) if Seller's Arbitrator and the Buyer's Arbitrator are unable to agree on the choice of the third arbitrator, the parties shall petition the applicable court of general jurisdiction in Charleston, West Virginia to choose the third arbitrator. -32- ARTICLE XVII MISCELLANEOUS 17.1 Further Assurances and Records. After the Closing, each of the parties will execute, acknowledge and deliver to the other such further instruments and conveyances, and take such other action as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, licenses, permits and privileges intended to be assigned and delivered in consummation of the transactions contemplated hereby 17.2 Notices. All communications required or permitted under this Agreement shall be in writing and, if given by telegram, telecopy, or telex shall be deemed received when sent (with appropriate confirmation of receipt obtained); if personally delivered, shall be deemed received upon such delivery to the address shown (with appropriate confirmation of receipt obtained); and if mailed, shall be deemed to have been received three days after the date when sent by first class, postage prepaid, registered or certified mail, addressed as follows: If to Seller: Columbia Gas Transmission Corporation Post Office Box 1273 1700 MacCorkle Avenue, S.E. Charleston, West Virginia 25325-1273 Attention: Glen L. Kettering Telecopy: 304-357-3206 If to Buyer: KO Transmission Company 139 E. Fourth Street Cincinnati, Ohio 45202 Attention: George H. Stinson Telecopy: 513-287-2938 -33- Any party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made. 17.3 Incidental Expenses. Each party shall bear its own respective costs and expenses incurred in connection with the closing of this transaction, including state or local taxes, its own consultants' fees, attorney's fees, accountants' fees, and other similar costs and expenses. 17.4 Entire Agreement and Amendment. This Agreement and the Operating Agreement and the Agreement for Purchase and Sale of Line AM-4 shall constitute the entire agreement between the parties and, upon Closing, shall supersede all other prior agreements, representations and understandings, written or oral, pertaining to the sale, operation and maintenance of the facilities sold thereunder, and the matters agreed to therein, unless specifically excepted, including, but not limited to, any and all prior agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company; provided, that nothing in this Agreement is intended to waive, release or impair any of the parties' rights or remedies under the Operating Agreement or the Agreement for Purchase and Sale of Line AM-4. Any modifications, amendments or changes to this Agreement shall be binding upon the parties only if mutually agreed upon in writing by the parties. Consequently, the Stipulation and Agreement and Precedent Agreement between Columbia, The Cincinnati Gas & Electric Company, ULHP and Tennessee Gas Pipeline Company dated January 25, 1987 shall be deemed terminated -34- upon Closing, except for the first sentence in paragraph (6), and all of paragraphs (7) and (8). Nothing contained in this Agreement, the Operating Agreement or the Agreement for Purchase and Sale of Line AM-4 shall affect the parties' respective rights, claims and defenses in connection with other pre-petition obligations or agreements between the parties, if any, which are or may be subject to Seller's bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 17.5 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the Laws of the Commonwealth of Kentucky. 17.6 Exhibits. All Exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by reference. 17.7 Time of the Essence. Time is of the essence in this Agreement in all respects. 17.8 Counterparts. This Agreement may be executed in any number of counterparts, and each and every counterpart shall be deemed for all purposes one agreement. 17.9 Assignment. None of the parties hereto may assign this Agreement or its rights hereunder, whether in whole or in part, without the prior written consent of the other parties hereto; provided, however, that either party may assign this Agreement and its rights and obligations hereunder to an Affiliate, as defined in section 15.2, if, pursuant to a transfer to an Affiliate under section 15.2, such assignment would not render ineffective any -35- consent or approval of a third party or any governmental authority obtained or received by such transferring party prior to the date of such assignment. 17.10 Waiver. Any of the terms, provisions, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. 17.11 Binding Effect. All the terms, provisions, covenants, representations, warranties and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 17.12 Section Headings. The section headings contained herein are for purposes of convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way. -36- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written. COLUMBIA GAS TRANSMISSION CORPORATION By: //Glen L. Kettering// ------------------------------- Name: Glen L. Kettering ------------------------------- Title: Senior Vice President ------------------------------- "Seller" KO TRANSMISSION COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- "Buyer" THE CINCINNATI GAS & ELECTRIC COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- THE UNION LIGHT, HEAT AND POWER COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- -37- EXHIBITS A -- Map of Kentucky System B -- Kentucky System Asset Description C -- Operating Agreement D -- EPA Affidavit of Buyer -38- AGREEMENT FOR PURCHASE AND SALE OF LINE AM-4 EXHIBIT A Map of Kentucky gas transmission system being sold by Columbia Gas Transmission System. Map shows interconnection of pipeline being purchased by KO Transmission with the pipelines of Columbia Gulf in Menifee County, Kentucky. The pipeline runs northwestward for approximately 90 miles until it reaches Cincinnati, Ohio. For a more detailed description, see Exhibit B. AGREEMENT FOR PURCHASE AND SALE OF ASSETS EXHIBIT B COLUMBIA GAS TRANSMISSION CORPORATION PROPOSED SALE TO THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT HEAT AND POWER COMPANY OF 32.67% UNDIVIDED INTEREST IN THE "KENTUCKY SYSTEM" Facility Description - -------- ----------- Line A Beginning near the Town of Alexandria in Campbell County, Ky. running in a northwesterly direction, to its terminus near the Town of Cold Spring in Campbell County, Ky. A distance of approximately 7.95 miles of 20" pipe. Line AM-4 Beginning near the Town of Foster in Bracken County, Ky. running in a northwesterly direction through Pendleton County into Campbell County to the Town of Cold Spring and ending with the 24"x24"x24" tee immediately downstream of the 16" valve number 151 and the 2.4" valve number 152. A distance of approximately 20.11 miles of 24" pipe. Line AM-9 Beginning near the Town of Foster in Bracken County, Ky. Running in a northwesterly direction through Pendleton and Campbell Counties to its terminus in the Town of Cold Spring in Campbell County, Ky., a distance of approximately 19.47 miles of 26" pipe and 1.16 miles of 24" pipe. Line E Beginning near the Town of Means in Menifee County, Ky. Running in a northwesterly direction through Montgomery, Bath, Nicholas and Robertson Counties to its terminus near the Town of Foster in Bracken County, Ky. A distance of 65.9 miles of 14" pipe and 1.15 miles of 12" pipe. Line E-Loop Beginning in Montgomery County near Town Branch Road. Running in a northwesterly direction through Montgomery, Bath, Nicholas and Robertson Counties to its terminus near the Town of Foster in Bracken County, Ky. A distance of approximately 62.3 miles of 20" pipe and 1.16 miles of 16" pipe. Line EM-1 A crossover on Columbia Gas Transmission's regulator lot at the Town of foster, Bracken County, Ky. Consisting of 189' - 16" pipe, 14' - 12" pipe, 4' - 10" pipe. Revised 7/7/89 Facility Description - -------- ----------- Line EM-2 Beginning near the Town of Means in Menifee County, Ky. and running in a northwesterly direction to its terminus in Montgomery County, Ky. near Town Branch Road, a distance of approximately 3.7 miles of 20" pipe. Line EM-3 A crossover on Columbia Gas Transmission's Measuring Station lot near the Town of Means in Menifee County, Ky. Consisting of 199' of 14" pipe. Line EM-7 This pipeline consists of two sections: Section 1 - Beginning near the Town of Means in Menifee County, Ky. Running northwesterly through Montgomery and Bath Counties to its terminus near the Town of East Union in Nicholas County, Ky. A distance of approximately 24.4 miles of 30" pipe. Section 2 - Beginning near the Town of Carlisle in Nicholas County, Ky. Running northwesterly to its terminus near the North Fork of the Licking River in Robertson County, Ky. A distance of approximately 19 miles. Foster Reg. #7163 Regulation equipment and structures located Station on Columbia Gas Transmission's lot near the Town of Foster in Bracken County, Ky. Alexandria #5777 Measuring and regulating equipment and Measuring Station structures located on Columbia Gas Transmission's lot near the Town of Alexandria in Campbell County, Ky. Alexandria #5858 Measurement equipment located on Columbia Measuring Station Gas Transmission's lot near the Town of Alexandria in Campbell County, Ky. Cold Spring #3575 Measuring and regulating equipment and Measuring Station structures located on Columbia Gas Transmission's lot in the Town of Cold Spring in Campbell County, Ky. Pendleton County #4916 Measurement equipment located on Columbia Measuring Station Gas Transmission's lot in Pendleton County, Kentucky near the Pendleton-Campbell County line. Alexandria Telemetering equipment for Columbia Gas Telemetering Transmission's facilities near the Town of Alexandria in Campbell County, Ky. Facility Description - -------- ----------- Cold Spring Telemetering equipment for Columbia Gas Telemetering Transmission's facilities in the Town of Cold Spring in Campbell County, Ky. Foster Telemetering equipment for Columbia Gas Telemetering Transmission's facilities near the Town of Foster in Bracken County, Ky. South Means Telemetering equipment for Columbia Gas Telemetering Transmission's facilities near the Town of Means in Menifee County, Ky. North Means Telemetering equipment for Columbia Gas Telemetering Transmission'sfacilities near Town Branch Road in Montgomery County, Ky. AGREEMENT FOR PURCHASE AND SALE OF ASSETS EXHIBIT D AFFIDAVIT STATE OF OHIO ) COUNTY OF HAMILTON ) SS: George H. Stinson, being first duly sworn, deposes and says: 1. He is the Vice President of KO Transmission Company ("KO Transmission"), located in Cincinnati, Ohio. 2. KO Transmission has executed an "Agreement for Purchase and Sale of Assets" for the purchase of certain pipeline facilities, being more particularly described on the attached from Columbia Gas Transmission Corporation (Columbia). 3. KO Transmission has reviewed a document dated October 24, 1990, entitled "Technical Guidance for the Abandonment in Place of Interstate Natural Gas Pipeline Systems" (the Guidance) developed by the United States Environmental Protection Agency (EPA). 4. As transferee of said pipeline facilities from Columbia, KO Transmission avers that it will abide by the terms of the Guidance without deviation (modification, addition, or deletion) issued originally to Columbia for the purpose of classifying these former portions of the Columbia system according to their level of PCB contamination. 5. KO Transmission's averment is made with the understanding, as specified in the Guidance, that if KO Transmission so abides by the terms of the Guidance, EPA will recognize the results of the system classification for the purpose of determining the regulatory status of the portion of the system transferred to KO Transmission and subsequently abandoned in place based upon current, rather than historical levels of PCB contamination. Further affiant sayeth naught. KO TRANSMISSION COMPANY By: //George H. Stinson// ----------------------------------------- Name: George H. Stinson ----------------------------------------- Title: Vice President of KO Transmission Company ----------------------------------------- Subscribed and sworn to before me this 22nd day of July, 1994. My commission expires: EX-99.C.52 4 EXHIBIT C-52 EXHIBIT C-52 AGREEMENT FOR PURCHASE AND SALE OF LINE AM-4 Dated as of March 31, 1994 By and Between COLUMBIA GAS TRANSMISSION CORPORATION as SELLER and KO TRANSMISSION COMPANY as BUYER TABLE OF CONTENTS ----------------- Page ---- ARTICLE I - DEFINITIONS 2 1.1 Assets 2 1.2 Buyer's Property Interest 2 1.3 Closing 2 1.4 Closing Date 2 1.5 Columbia Encumbrances 2 1.6 Force Majeure 3 1.7 Law 4 1.8 Line AM-4 4 1.9 Net Depreciated Book Cost 4 1.10 Permitted Encumbrances 4 1.11 Property Rights 4 1.12 Purchase Price 5 1.13 Seller's Conveyances 5 ARTICLE II - SALE AND PURCHASE 5 ARTICLE III - PURCHASE PRICE AND TAXES 5 ARTICLE IV - SELLER'S REPRESENTATIONS 6 4.1 Corporate Existence 6 4.2 Corporate Authority 6 4.3 Due Authorization 7 4.4 Binding Obligation 7 4.5 Marketable Title 7 4.6 Payments Current 7 4.7 Instruments in Effect 8 4.8 No Violation 8 4.9 Good Order and Repair 8 4.10 Obligations Current 9 4.11 No Litigation 9 4.12 Full Disclosure and Adequacy of Assets 10 4.13 Insurance Policies 10 4.14 Recorded Title Documents 10 4.15 Representations True and Correct 11 ARTICLE V - BUYER'S REPRESENTATIONS 12 5.1 Corporate Existence 12 5.2 Corporate Authority 12 5.3 Due Authorization 13 5.4 Binding Obligation 13 -i- Page ---- 5.5 No Bankruptcy 12 5.6 No Litigation 12 5.7 Funds Availability 13 5.8 Full Disclosure 13 5.9 Representations True and Correct 13 ARTICLE VI - ACCESS TO INFORMATION AND TESTING 13 6.1 Title Information 13 6.2 Access to Confidential Information and Inspection 14 6.3 Inspections and Testing 14 ARTICLE VII - COVENANTS OF SELLER 14 7.1 Covenants of Seller Pending Closing 14 7.2 Covenants of Buyer Pending Closing 16 ARTICLE VIII - SELLER'S CLOSING CONDITIONS 17 8.1 Truth of Representations and Warranties of Buyer 17 8.2 Certificate 17 8.3 Consents and Approvals 17 8.4 Entitlement to Acquire 18 8.5 Execution of Affidavit 18 ARTICLE IX - BUYER'S CLOSING CONDITIONS 18 9.1 Truth of Representations and Warranties of Seller 18 9.2 Certificate 19 9.3 Consents and Approvals 19 9.4 Entitlement to Acquire 20 9.5 Releases 20 ARTICLE X - CLOSING 20 10.1 Closing 20 10.2 Delivery by Seller 20 10.3 Delivery by Buyer 21 ARTICLE XI - EFFECT OF CLOSING 21 11.1 Buyer's Use of Assets 21 11.2 Imbalances 22 11.3 Termination of Existing Contracts 22 ARTICLE XII - SURVIVAL OF OBLIGATIONS AND INDEMNITY 23 12.1 Survival 23 12.2 Indemnity by Seller 23 12.3 Indemnity by Buyer 24 ARTICLE XIII - CASUALTY LOSS AND CONDEMNATION 25 13.1 Right to Terminate 25 -ii- Page ---- ARTICLE XIV - DEFAULT AND REMEDIES 25 14.1 Termination 25 14.2 Bankruptcy Proceeding 26 14.3 Remedies 26 ARTICLE XV - ALTERNATE DISPUTE RESOLUTION (ARBITRATION) 27 ARTICLE XVI - MISCELLANEOUS 27 16.1 Further Assurances and Records 27 16.2 Notices 28 16.3 Incidental Expenses 28 16.4 Entire Agreement and Amendment 28 16.5 Governing Law 29 16.6 Exhibits 29 16.7 Time of the Essence 29 16.8 Counterparts 30 16.9 Assignment 30 16.10 Waiver 30 16.11 Binding Effect 30 16.12 Section Headings 30 EXHIBITS - -------- A -- Map of Relevant Portion of Line AM-4 B -- Description of Relevant Portion of Line AM-4 C -- EPA Affidavit of Buyer -iii- AGREEMENT FOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT, dated as of the 31st day of March, 1994, between COLUMBIA GAS TRANSMISSION CORPORATION, a Delaware corporation, whose address is 1700 MacCorkle Avenue, S.E., Charleston, West Virginia 25314 (hereinafter referred to as "Seller"), and KO TRANSMISSION COMPANY, a Kentucky corporation, whose address is 139 E. Fourth Street, Cincinnati, Ohio 45202 (hereinafter referred to as "Buyer"). W I T N E S S E T H: WHEREAS, pursuant to the Stipulation and Agreement dated June 29, 1989 submitted to the Federal Energy Regulatory Commission and the letter agreements executed July 19, 1989, it was agreed that Seller would sell to Buyer a 100 percent interest in a certain portion of Line AM-4 (as defined below) existing as of the date of the Closing Date (as defined below); WHEREAS, Seller owns and operates that certain portion of natural gas facilities known as Line AM-4 (as defined below); and WHEREAS, Seller is obligated to sell and Buyer is obligated to acquire a 100% percent interest in such natural gas facilities on the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows: ARTICLE I DEFINITIONS The following terms, as used herein, have the following meanings: 1.1 "Assets" shall mean all of the following described properties, rights, titles, interests and assets subject to the Permitted Encumbrances and Columbia Encumbrances: (a) the portion of Line AM-4 as defined in Section 1.8 below; and (b) the Property Rights. 1.2 "Buyer's Property Interest" shall mean a 100 percent interest in the Assets, free and clear of all liens and encumbrances except the Permitted Encumbrances. 1.3 "Closing" shall be as defined in Section 10.1. 1.4 "Closing Date" shall be as defined in Section 10.1. 1.5 "Columbia Encumbrances" shall mean those security interests, mortgages, liens or encumbrances contained or represented by: (a) that certain Indenture of Mortgage and Deed of Trust, dated August 30, 1985, from Columbia Gas Transmission Corporation to Wilmington Trust Company, securing bonds issuable in an aggregate principal amount not to exceed $1,200,000,000 at any time, recorded in various county recording offices in Kentucky and Ohio in which Seller holds property, with related financing statements filed in the various county offices and the Office of the Secretary of State of Kentucky and Ohio; and (b) any local and state liens placed on the Assets as a result of non-payment of -2- Seller's pre-petition ad valorem taxes in the counties and states where the Assets are located, which are the subject of Seller's current bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 1.6 "Force Majeure" shall mean any act, omission or circumstance occasioned by or in consequence of any act of God, strike, lockout, act of the public enemy, war, blockade, insurrection, riot, epidemic, landslide, lightning, earthquake, fire, storm, flood, washout, arrest or restraint of rulers and peoples, civil disturbance, explosion, breakage or accident to machinery or lines of pipe, line or well freezeup, partial or entire electronic, mechanical or physical failure that affects the ability to transport gas, or the binding order of any court or governmental authority which has been resisted in good faith by all reasonable legal means and any other causes, whether of the kind herein enumerated, or otherwise, and whether caused or occasioned by or happening on account of the act or omission of one of the parties to this Agreement or some person or concern not a party hereto, not within the control of the party claiming force majeure and which, by the exercise of due diligence, such claiming party is unable to prevent or overcome. A failure to settle or prevent any strike or other controversy with employees or with anyone purporting or seeking to represent employees shall not be considered to be a matter within the control of the party claiming Force Majeure. Force Majeure may not be invoked to suspend, cancel -3- or otherwise modify Buyer's payment obligations under this Agreement. 1.7 "Law" shall mean any applicable statute, regulation, ordinance, judgment, order or decree of a court of competent jurisdiction. 1.8 "Line AM-4" shall mean that certain gas pipeline facility located beginning in Campbell County, Kentucky, and running in a northerly direction crossing the Ohio River and terminating near the City of Cincinnati, Hamilton County, Ohio, as depicted on the map attached as Exhibit A, and being more particularly described in Exhibit B attached hereto. 1.9 "Net Depreciated Book Cost" shall mean the amount, as determined by Seller, equal to the original cost of Line AM-4 and Property Rights, less accumulated depreciation as of the Closing Date determined according to the FERC Uniform System of Accounts. For purposes of Article XV, "Net Depreciated Book Cost" shall be as of the date of sale contemplated herein. 1.10 "Permitted Encumbrances" shall mean: (a) the terms and conditions of all documents or instruments embodying or memorializing the Property Rights; and (b) any inchoate liens for taxes and assessments not yet due and payable. 1.11 "Property Rights" shall mean any rights-of-way, easements, fee interests, leasehold interests, estates, property rights, servitudes, permits, licenses, franchises, certificates or other privileges establishing the right to own, operate, maintain, repair and remove Line AM-4 created, granted, reserved, evidenced -4- by or otherwise established by any documents or instruments embodying or memorializing such rights. 1.12 "Purchase Price" shall mean an amount equal to the Net Depreciated Book Cost. 1.13 "Seller's Conveyances" shall mean the forms of deeds, assignments, bills of sale and other conveyances conveying Buyer's Property Interest. ARTICLE II SALE AND PURCHASE Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase Buyer's Property Interest. ARTICLE III PURCHASE PRICE AND TAXES The total consideration for the sale and conveyance by the Seller of Buyer's Property Interest to Buyer is the payment by Buyer to Seller of the Purchase Price payable in immediately available federal funds. At least five business days prior to Closing, Seller shall provide Buyer with written notice of the Net Depreciated Book Cost as of the Closing Date which notice shall also set forth the manner by which such amount was determined in sufficient accounting detail that such amount and computation can be confirmed by Buyer. As of the Closing Date, the Net Depreciated Book Cost was equal to $_________, which is the Purchase Price as defined in Section 1.12. Any taxes on real or personal property constituting the Assets for the year during which the Closing -5- occurs shall be prorated between Seller and Buyer, on a calendar year basis, as of the Closing, and Buyer shall pay Seller accordingly for its allocable share of such taxes ("Buyer's Allocable Taxes"). ARTICLE IV SELLER'S REPRESENTATIONS Seller represents and warrants to Buyer as of the date hereof that with respect to the period prior to the Closing Date and as of the Closing Date, as follows: 4.1 Corporate Existence. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified to carry on its business in the State of Kentucky. 4.2 Corporate Authority. Seller has all requisite corporate power and authority to carry on its business as presently conducted, to enter into this Agreement, and to perform its obligations hereunder. The consummation of the transactions contemplated by this Agreement and performance of the terms and conditions contemplated thereby by Seller will not: (a) violate, or be in conflict with (i) any provision of its charter, by-Laws or governing documents, or any agreement or instrument to which it is a party or by which it is bound, or (ii) any Law applicable to Seller or the Assets; or (b) require the consent, authorization or approval of any third party, except for (i) the approval of the United States Bankruptcy Court for the District of Delaware with respect to consummation of the transaction contemplated by this -6- Agreement and the related release of the Columbia Encumbrances encumbering Buyer's Property Interest, and (ii) the approval of the Federal Energy Regulatory Commission. 4.3 Due Authorization. The execution, delivery and performance of this Agreement and the transactions contemplated hereunder, have been duly and validly authorized by all requisite corporate action on the part of Seller, subject to the conditions set forth in section 4.2. 4.4 Binding Obligation. This Agreement constitutes as of the date hereof, and all documents and instruments required hereunder to be executed and delivered by Seller at Closing will constitute, on the Closing Date, valid, legal and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors. 4.5 Marketable Title. Seller has good and marketable title to and is possessed of the Assets, free and clear of all mortgages, liens, pledges, charges, security interests, preferential purchase rights, required consents or other burdens or encumbrances, or adverse claims, except for the Permitted Encumbrances and Columbia Encumbrances. 4.6 Payments Current. All rentals, payments and obligations due and payable or performable on or prior to the Closing Date under or on account of the Assets have been or will be duly paid, performed or provided for prior to the Closing Date, except for pre-petition obligations which are the subject of Seller's current -7- bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 4.7 Instruments In Effect. To the best of Seller's knowledge, all documents or instruments embodying or memorializing the Property Rights are presently valid, subsisting and in full force and effect, no default now exists thereunder, and Seller has not received or given any notice of default or claimed default thereunder, and Seller has no knowledge of any event or circumstance which with notice or passage of time or both could constitute a default thereunder. The Assets are currently being operated and maintained in compliance with all terms and provisions of the instruments applicable thereto. 4.8 No Violation. To the best of Seller's knowledge, Seller, the Assets and Seller's ownership, construction, maintenance, and operation or other handling of the Assets are not in violation of any Law applicable thereto. To the best of Seller's knowledge, Seller has made, filed, obtained and/or paid all filings, reports, permits, licenses, certificates, approvals and fees required under applicable Law with respect to the Assets and Seller's ownership, construction, maintenance and operation of the Assets, and Seller has no knowledge of nor has it received any notice of violation or claimed violation of any such Law. 4.9 Good Order and Repair. To the best of Seller's knowledge, the Assets are in good repair and working order, free from known material defects, normal wear and tear excepted, and no known material injury or damage to any of the Assets has occurred -8- prior to the date hereof, which has not been fully repaired, rebuilt or replaced. To the best of Seller's knowledge, there has been no actual or threatened taking (whether permanent, temporary, whole or partial) of any part of the Assets by reason of condemnation or the threat of condemnation. 4.10 Obligations Current. To the best of Seller's knowledge, all taxes, as well as all assessments and other governmental charges, penalties, interest and fines, which have become due and payable on or with respect to the Assets, or Seller's ownership or operation thereof, prior to the Closing Date, or which have been collected by Seller in connection with the Assets on behalf of some governmental entity, have been properly paid prior to becoming delinquent, and all returns and reports with respect to such matters have been duly and timely filed; except for any pre- petition obligations, to the extent they exist, which are the subject of Seller's current bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 4.11 No Litigation. To the best of Seller's knowledge, there are no demands, suits, actions, proceedings or investigations pending or threatened before any court or governmental agency which might result in a material impairment or loss of Seller's title to any part of the Assets or the value thereof or which might materially hinder or impede the consummation of this Agreement, or the operation of any part of the Assets; except to the extent such matters may be affected by Seller's current bankruptcy proceedings -9- referred to in Section 4.2. Seller shall promptly notify Buyer of any such matters arising or threatened prior to Closing. 4.12 Full Disclosure and Adequacy of Assets. To the best of Seller's knowledge, all information and disclosures set forth in this Agreement or in any exhibits attached hereto or furnished by Seller to Buyer in connection herewith, are accurate and complete in all material respects. 4.13 Insurance Policies. Policies of insurance are held by Seller as an insured with respect to Line AM-4 or Seller's business relating to Line AM-4. No notice has been received from any insurance company that has issued a policy insuring Seller with respect to any portion of Line AM-4 (or Seller's business relating thereto), or any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies, requiring the performance of any material repairs, replacements, alterations or other work or requiring any changes in Seller's operations with respect to Line AM-4. 4.14 Recorded Title Documents. The entire and continuous lengths of Line AM-4 are covered: (a) by recorded deeds vesting fee ownership in Seller of the underlying land; or (b) by recorded rights-of-way, easements, leases, permits, licenses or other instruments which purport to be from the owners of the land covered thereby and purport to grant to Seller and Seller's successors and assigns (or to Seller's predecessor in title and its successors and assigns) the right to construct, operate and maintain Line AM-4 in, over, under and across such land. -10- 4.15 Representations True and Correct. No representation, warranty or other statement of the Seller contained in this Agreement, or in any certificate, instrument or other agreement delivered by Seller to Buyer pursuant hereto, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. ARTICLE V BUYER'S REPRESENTATIONS Buyer represents and warrants to Seller as of the date hereof that with respect to the period prior to the Closing Date and as of the Closing Date, as follows: 5.1 Corporate Existence. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Kentucky. 5.2 Corporate Authority. Buyer has all requisite corporate power and authority to carry on its business as presently conducted, to enter into this Agreement and other documents or agreements contemplated hereby, to purchase the Buyer's Property Interest on the terms described in this Agreement and to perform its other obligations under this Agreement and other documents or agreements contemplated hereby. The consummation of transactions contemplated by this Agreement and performance of the terms and conditions contemplated thereby by Buyer will not: (a) violate, or be in conflict with (i) any provision of Buyer's charter, by-laws -11- or governing documents, or any agreement or instrument to which Buyer is a party or by which it is bound, or (ii) any law applicable to Buyer or the Assets; or (b) require the consent, authorization or approval of any third party, except the approval of the Federal Energy Regulatory Commission. 5.3 Due Authorization. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. 5.4 Binding Obligation. This Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute on the Closing Date, legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, subject to bankruptcy and other similar laws of general application with respect to creditors. 5.5 No Bankruptcy. There are no bankruptcy, reorganization or insolvency proceedings pending, being contemplated by or to the knowledge of Buyer threatened against Buyer. 5.6 No Litigation. To the best of Buyer's knowledge, there are no demands, suits, actions, proceedings or investigations pending or threatened before any court or governmental agency against Buyer or to which Buyer is a party which might materially hinder or impede the consummation of this Agreement or the operation of any of the Assets, except to the extent such matters may be affected by Seller's current bankruptcy proceedings referred -12- to in Section 4.2. Buyer shall promptly notify Seller of any such matters arising or threatened prior to Closing. 5.7 Funds Availability. Buyer has and will have at Closing sufficient and immediately available funds in an amount equal to the Purchase Price for delivery to Seller at Closing. 5.8 Full Disclosure. To the best of Buyer's knowledge, all information and disclosures, including without limitation any documents furnished by Buyer to Seller in connection herewith, are accurate and complete in all material respects. 5.9 Representations True and Correct. No representation, warranty or other statement of the Buyer contained in this agreement, or in any document or other agreement delivered by Buyer to Seller pursuant hereto, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. ARTICLE VI ACCESS TO INFORMATION AND TESTING 6.1 Title Information. Promptly after the execution of this Agreement and until Closing, Seller shall permit Buyer and its representatives at reasonable times to examine and copy, at Buyer's expense, all abstracts of title, title opinions, title files, ownership maps, right-of-way maps, assignments, and such other like documents pertaining to the Assets. -13- 6.2 Access to Confidential Information and Inspection. Prior to Closing, Seller shall make available to Buyer for inspection by Buyer at reasonable times at Seller's location, all books and records relating to the cost of Line AM-4 and Property Rights (and any depreciation associated therewith), the condition of the Assets, their operation and the operating costs attributable to the Assets. Any information made available to Buyer under this Agreement shall be maintained confidential by Buyer until Closing and, prior to Closing, shall not be disclosed to any third party, except as required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld. 6.3 Inspections and Testing. Prior to Closing, Seller shall permit Buyer and its representatives at reasonable times and at Buyer's sole risk, cost and expense, to fully inspect, test, analyze, measure and inventory any and all of the Assets. ARTICLE VII COVENANTS OF SELLER 7.1 Covenants of Seller Pending Closing. From and after the date of this Agreement, and until the Closing, except as otherwise consented to by Buyer in writing, or required by an Order of the United States Bankruptcy Court for the District of Delaware, Seller shall: (a) Operate the Assets as a reasonably prudent operator, within the constraints of applicable operating and other agreements, only in the ordinary course of business, and in accordance with all applicable Laws; (b) Maintain and keep the Assets in their present condition and working order, ordinary wear and tear expected; -14- (c) Maintain in full force and effect policies of insurance covering Line AM-4; (d) Preserve in full force and effect all documents and instruments required to operate, maintain, repair, replace and/or remove Line AM-4; (e) Not enter into any agreement or arrangement granting any preferential right to purchase any of Buyer's Property Interest or requiring the consent of any person to transfer and assignment of Buyer's Property Interest; (f) Not incur, or agree to incur, any contractual obligation, encumbrance, mortgage or liability (absolute or contingent) with respect to Buyer's Property Interest, except: (1) current liabilities incurred in the ordinary course of business; (2) the Columbia Encumbrances; (3) liabilities incurred in connection with the consummation of the transactions contemplated in this Agreement; and (4) any future liabilities, encumbrances, or mortgages as a result of Seller's current bankruptcy proceedings in the United States Bankruptcy Court for the District of Delaware; (g) Not sell, release, abandon or otherwise dispose of any of Buyer's Property Interest, except items of personal property replaced by equivalent property or consumed in normal operations; (h) Notify the Environmental Protection Agency at least thirty (30) days prior to Closing of the conveyance of Buyer's Property Interest to Buyer, and submit therewith Buyer's executed affidavit in the form of Exhibit C attached hereto, all pursuant to the "Technical Guidance for the Abandonment in Place of Interstate Natural Gas Pipeline Systems Developed by the United States Environmental Protection Agency" dated October 24, 1990, as it applies to Seller; (i) Undertake its best efforts to obtain the approval of the United States Bankruptcy Court for the District of Delaware of: (1) this Agreement, the transactions contemplated herein, and (2) the release of the Columbia Encumbrances as they relate to Buyer's Property Interest; (j) Make all filings and reports with, and undertake its reasonable efforts to obtain all approvals and consents from, all governmental authorities prior to the Closing Date which are required of Seller under -15- applicable Law in connection with the consummation of this transaction: and (k) Maintain in good order and condition all files, books, records, documents and papers of Seller relating to or evidencing the Assets and continue to maintain all accounting procedures and books of account with respect to the Assets in accordance with the FERC Uniform System of Accounts. Notwithstanding the foregoing, except in the case of emergency or of normally recurring expenses, Seller shall not make or commit to expenditures with regard to Line AM-4 in excess of $100,000 for each such expenditure without first obtaining Buyer's prior consent, which consent shall not be unreasonably withheld or delayed. In the event an emergency expenditure is required hereunder, Seller shall notify Buyer of same as soon thereafter as practicable. 7.2 Covenants of Buyer Pending Closing. From and after the date of this Agreement, and until the Closing, except as otherwise consented to by Seller in writing, Buyer shall: (a) Obtain all necessary certificate and abandonment authority of the Federal Energy Regulatory Commission for Buyer's purchase of Buyer's Property Interest; (b) Make all filings and reports with, and obtain all approvals and consents from, all governmental authorities prior to the Closing Date which are required by Buyer under applicable Law in connection the consummation of this transaction; and (c) Execute and deliver to Seller, at least forty- five (45) days prior to Closing, the Buyer's affidavit in the form of Exhibit C attached hereto. -16- ARTICLE VIII SELLER'S CLOSING CONDITIONS The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing Date of the following conditions: 8.1 Truth of Representations and Warranties of Buyer. All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing Date. 8.2 Certificate. Seller shall have received a certificate dated as of the Closing Date, executed by a duly authorized officer of Buyer to the effect that the statements made under Article V above are true in all material respects at and as of the Closing Date. 8.3 Consents and Approvals. All necessary: (a) certificate and abandonment authority by the Federal Energy Regulatory Commission shall have been obtained, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld; and (b) consents and approvals by the United States Bankruptcy Court for the District of Delaware and any state or federal governmental authority or agency, relating to the consummation of the transactions contemplated by this Agreement shall have been obtained or accomplished, without -17- modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld. No action, proceeding, inquiry or investigation by any governmental body or agency shall have been brought or threatened (and shall not have been fully disposed of) which questions the validity or legality of the transactions contemplated by this Agreement, and would have an adverse effect on the transactions contemplated hereby. 8.4 Entitlement to Acquire. Buyer shall be legally entitled to acquire Buyer's Property Interest on the Closing Date and no governmental order or regulation of the United States of America, or of any state or local government therein shall have been published which by its express terms prohibits Buyer from acquiring Buyer's Property Interest. 8.5 Execution of Affidavit. Buyer, at least forty-five (45) days prior to Closing, shall have executed and delivered the Buyer's affidavit to Seller in the form of Exhibit C attached hereto. ARTICLE IX BUYER'S CLOSING CONDITIONS The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction at or prior to the Closing Date of the following conditions: 9.1 Truth of Representations and Warranties of Seller. All representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at -18- and as of the Closing Date, and Seller shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing Date. 9.2 Certificate. Buyer shall have received a certificate dated as of the Closing Date, executed by a duly authorized officer of Seller, to the effect that the statements made under Article IV above are true in all material respects at and as of the Closing Date. 9.3 Consents and Approvals. All necessary: (a) certificate and abandonment authority by the Federal Energy Regulatory Commission shall have been obtained, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld; and (b) consents and approvals by the United States Bankruptcy Court for the District of Delaware and any state or federal governmental authority or agency, relating to the consummation of the transactions contemplated by this Agreement shall have been obtained or accomplished, without modification or condition, unless agreed to by Buyer and Seller, which agreement shall not be unreasonably withheld. No action, proceeding, inquiry or investigation by any governmental body or agency shall have been brought or threatened (and shall not have been fully disposed of) which questions the validity or legality of the transactions contemplated by this Agreement, and would have an adverse effect on the transactions contemplated hereby. -19- 9.4 Entitlement to Acquire. Buyer shall be legally entitled to acquire Buyer's Property Interest on the Closing Date and no governmental order or regulation of the United States of America, or of any state or local government therein shall have been published which by its express terms prohibits Buyer from acquiring Buyer's Property Interest. 9.5 Releases. Seller shall have obtained the release of the Columbia Encumbrances as they relate to the Buyer's Property Interest. ARTICLE X CLOSING 10.1 Closing. The closing of this transaction (the "Closing") shall be at the same place and held on the same date on which the Closing will occur pursuant to the "Agreement for Purchase and Sale of Assets" between Buyer and Seller dated March 31, 1994; provided all requisite approvals as contemplated in sections 7.1(i), 7.2(a), 8.3 and 9.3 of this Agreement shall also have been obtained. As set forth in Section 10.1 of such "Agreement for Purchase and Sale of Assets" the Closing Date may be extended as provided for therein, and such extension(s), if any, shall apply to the Closing of the transaction contemplated in this Agreement. 10.2 Delivery By Seller. At Closing, Seller shall deliver to Buyer the following: (a) The executed Seller's Conveyances, all documents described in Article IX and such other documents as may be reasonably necessary to convey Buyer's Property Interest to Buyer in accordance with the provisions hereof; -20- (b) The certificate of Seller referred to in Section 9.2 hereof: and (c) Such evidence of compliance, satisfaction and performance by Seller with or of all representations, warranties, covenants and agreements of Seller made at or as of the Closing Date or to be performed or satisfied at or prior to the Closing Date as Buyer may reasonably request at least five (5) days prior to the Closing Date. 10.3 Delivery By Buyer. At Closing, Buyer shall deliver to Seller the following: (a) The Purchase Price and Buyer's Allocable Taxes (as defined in Article III of this Agreement) in immediately available federal funds by wire transfer to Seller's account at Mellon Bank N.A., Pittsburgh, Pennsylvania, ABA #043000261, Account No. 191-0604 (or at such other place within the continental United States of America designated by Seller to Buyer at least five (5) business days prior to the Closing Date); (b) Such evidence of compliance, satisfaction and performance by Buyer with or of all representations, warranties, covenants and agreements of Buyer made at or as of the Closing Date or to be performed or satisfied at or prior to the Closing Date as Seller may reasonably request at least five (5) days prior to the Closing Date; and (c) Evidence of insurance covering Buyer for Buyer's Property Interest, to the satisfaction of Seller, effective as of Closing. ARTICLE XI EFFECT OF CLOSING 11.1 Buyer Ownership of Assets. Following Closing, Buyer shall own Buyer's Property Interest. As of Closing, Buyer, as the sole owner, shall be solely responsible for all operation, maintenance, repairs and replacement of Buyer's Property Interest, and all of Seller's obligations, or rights to operate, maintain, repair or replace Buyer's Property Interest shall forever terminate. -21- 11.2 Imbalances. Any imbalances with respect to transportation of gas for others that arise or exist with respect to Line AM-4 prior to the Closing Date are, and shall remain, the sole responsibility of Buyer; provided, however, this provision shall not affect Seller's rights to require Buyer to correct any imbalances which exist at Closing and which are attributable to Buyer or Buyer's Affiliates. 11.3 Termination of Existing Agreements. As of the Closing, this Agreement, the Agreement for Purchase and Sale of Assets and the Operating Agreement pertaining to the "Kentucky System" as defined in those two agreements (collectively the "E-Line Agreements"), shall constitute the entire agreement between the parties and supersede all other prior agreements, representations and understandings, written or oral, pertaining to the sale, operation and maintenance of the facilities sold thereunder and the matters agreed to therein, unless specifically excepted, including, but not limited to, any and all prior agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company ("ULHP"); provided, that nothing in this Agreement is intended to waive, release or impair any of the parties' rights or remedies under the E-Line Agreements. Consequently, the Stipulation and Agreement and Precedent Agreement between Columbia, The Cincinnati Gas & Electric Company, ULHP and Tennessee Gas Pipeline Company dated January 25, 1987 shall be deemed terminated as of the Closing, except for the first sentence in paragraph (6), and all of -22- paragraphs (7) and (8). Nothing contained in this Agreement or the E-Line Agreements shall affect the parties' respective rights, claims and defenses in connection with pre-petition obligations or agreements between the parties, if any, which are or may be subject to Seller's bankruptcy proceeding before the United States Bankruptcy Court for the District of Delaware. ARTICLE XII SURVIVAL OF OBLIGATIONS AND INDEMNITY 12.1 Survival. All representations, warranties and covenants made by the parties hereto in this Agreement in Articles IV, V and VII shall survive the execution and delivery of this Agreement and all closing documents, but shall not survive past the Closing. 12.2 Indemnity By Seller. Seller agrees to indemnify Buyer as follows: (a) Seller hereby indemnifies and agrees to hold harmless Buyer and its officers, directors, employees, representatives and agents from and against any and all claims, demands, causes of action, damages, penalties, liabilities, and costs and expenses imposed upon or incurred by Buyer related thereto (of whatsoever nature or character, whether known or unknown, whether arising out of contract, tort, misrepresentations, violations of Law or otherwise and regardless of applicable insurance coverage), arising or accruing with respect to any breach by Seller prior to the Closing Date of any of its representations, warranties, covenants or agreements under this Agreement. (b) No Indemnity for Latent Defects, Environmental Matters or Post-Closing Events. Notwithstanding any express or implied term of this Agreement, Seller shall not be required to indemnify nor hold harmless Buyer, its officers, directors, employees, representatives or agents from any claim, demand, cause of action, damage, penalty, liability or related cost and expense imposed upon or incurred by Buyer related thereto with respect to: (i) that which arises or accrues as a result of any latent defect pertaining to Line AM-4; (ii) that which arises or accrues as a result of the violation of any law designed to protect human health and the -23- environment, or the disposal or treatment of any substance, in connection with Line AM-4; or (iii) that which arises or accrues after the Closing Date pertaining to Line AM-4. (c) Seller shall have no liability to Buyer under this section 12.2 to the extent that any officer, director, or any employee at a managerial or higher level, or agent of Buyer ("Buyer's Agent"), who in each case has actual knowledge of the terms and provisions of this Agreement: (i) had actual knowledge of the falsity of such representation or of the breach of such warranty when made; or (ii) fails to give written notice to Seller of the breach promptly after Buyer or Buyer's Agent acquires such actual knowledge. (d) The sole and exclusive remedy of Buyer with respect to the breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, shall be a claim pursuant to Section 12.2(a) and provided Buyer has provided Seller with written notice of such claim promptly after the facts providing the basis for such claim are known by Buyer. If such claim involves a claim by a third party against Buyer, Seller may, at its sole discretion, assume, at its expense, the defense of the claim by the third party, which shall not effect any indemnification obligation under this Agreement. 12.3 Indemnity By Buyer. Buyer agrees to indemnify Seller as follows: (a) Buyer hereby indemnifies and agrees to hold harmless Seller and its officers, directors, employees, representatives and agents from and against any and all claims, demands, causes of action, damages, penalties, liabilities, costs and expenses imposed upon or incurred by Seller related thereto (of whatsoever nature or character, whether known or unknown, whether arising out of contract, tort, misrepresentations, violations of Law or otherwise and regardless of applicable insurance coverage), arising or accruing with respect to any breach by Buyer prior to the Closing Date of any of its representations, warranties, covenants or agreements under this Agreement. (b) Buyer shall have no liability to Seller under this section 12.3 to the extent that any officer, director, or any employee at a managerial or higher level, or agent of Seller ("Seller's Agent"), who in each case has actual knowledge of the terms and provisions of this Agreement: (i) had actual knowledge of the falsity of such representation or of the breach of such warranty when made; or (ii) fails to give written notice to Buyer of the breach promptly after Seller or Seller's Agent acquires such actual knowledge. -24- (c) The sole and exclusive remedy of Seller with respect to the breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, shall be a claim pursuant to Section 12.3(a) and provided Seller has provided Buyer with written notice of such claim promptly after the facts providing the basis for such claim are known by Seller. (d) No Indemnity for Post-Closing Events. Buyer shall not be required to indemnify nor hold harmless Seller, its officers, directors, employees, representatives or agents from any claim, demand, cause of action, damage, penalty, liability or related cost and expense imposed upon or incurred by Seller related thereto with respect to that which arises or accrues after the Closing Date pertaining to Line AM-4. ARTICLE XIII CASUALTY LOSS AND CONDEMNATION 13.1 Right to Terminate. If prior to the Closing Date any part of the Assets having a value in excess of $1,000,000 shall be destroyed by fire or other casualty or if any part of the Assets having a value in excess of $50,000 shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, or if any casualty or taking occurs or is pending or threatened which causes or could cause operation of any part of Line AM-4 to be shutdown or curtailed for a period exceeding five (5) days, Buyer at its option may terminate this Agreement. ARTICLE XIV DEFAULT AND REMEDIES 14.1 Termination. If Buyer, due to its bad faith, fails to satisfy its covenants and obligations under this Agreement thereby resulting in the inability of Buyer and Seller to consummate the Closing as set forth in Section 10.1, Seller's obligations under the July 19, 1989 letter agreements and all prior letter agreements -25- pertaining to Buyer's acquisition of Buyer's Property Interest shall be considered fulfilled and Seller may, at its sole option, terminate this Agreement, and any and all prior letter agreements or other agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company. If Seller, due to its bad faith, fails to satisfy its covenants and obligations under this Agreement thereby resulting in the inability of Buyer and Seller to consummate the Closing as set forth in Section 10.1, Buyer may, at its sole option, terminate this Agreement, and Seller's obligations under any and all prior letter agreements or other agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to The Union Light, Heat and Power Company shall be unaffected. 14.2 Bankruptcy Proceeding. Buyer understands that Seller is currently a debtor-in-possession subject to the jurisdiction of the United States Bankruptcy Court for the District of Delaware, which court must approve this Agreement, the transactions contemplated therein, and the release of the Columbia Encumbrances as they relate to Buyer's Property Interest. In the event Seller is unable to obtain such court approval(s), Seller may, at its sole option, terminate this Agreement. 14.3 Remedies. If this Agreement is terminated pursuant to this Article, each party shall bear its own respective costs and expenses incurred in connection with the underlying transactions contemplated by this Agreement, including its own consultants' -26- fees, attorneys' fees, accountants' fees, and other similar costs and expenses. The prevailing party in any proceeding brought under or with relation to this Agreement or transaction shall be entitled to recover costs and reasonable attorneys' fees incurred by such party in connection therewith from the non-prevailing party. ARTICLE XV ALTERNATE DISPUTE RESOLUTION (ARBITRATION) Any dispute between Seller and Buyer that arises under or relates to this Agreement and that the parties cannot resolve between then shall be resolved exclusively and finally in arbitration by a panel of three arbitrators. In the event of such arbitration: (a) except as provided in this Article XV, the procedural rules (including discovery rules) governing the arbitration shall be those of the American Arbitration Association as then in effect; (b) the site of the arbitration shall be Charleston, West Virginia; (c) the Seller shall be entitled to choose a single arbitrator (the "Seller's Arbitrator") and the Buyer shall be entitled to choose a single arbitrator (the "Buyer's Arbitrator"); (d) the Seller's Arbitrator and the Buyer's Arbitrator shall agree upon and choose the third arbitrator; and (e) if Seller's Arbitrator and the Buyer's Arbitrator are unable to agree on the choice of the third arbitrator, the parties shall petition the applicable court of general jurisdiction in Charleston, West Virginia to choose the third arbitrator. -27- ARTICLE XVI MISCELLANEOUS 16.1 Further Assurances and Records. After the Closing, each of the parties will execute, acknowledge and deliver to the other such further instruments and conveyances, and take such other action as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, licenses, permits and privileges intended to be assigned and delivered in consummation of the transactions contemplated hereby. 16.2 Notices. All communications required or permitted under this Agreement shall be in writing and, if given by telegram, telecopy, or telex shall be deemed received when sent (with appropriate confirmation of receipt obtained); if personally delivered, shall be deemed received upon such delivery to the address shown (with appropriate confirmation of receipt obtained); and if mailed, shall be deemed to have been received three days after the date when sent by first class, postage prepaid, registered or certified mail, addressed as follows: If to Seller: Columbia Gas Transmission Corporation Post Office Box 1273 1700 MacCorkle Avenue, S.E. Charleston, West Virginia 25325-1273 Attention: Glen L. Kettering Telecopy: 304-357-3206 If to Buyer: The Union Light, Heat and Power Company 139 E. Fourth Street Cincinnati, Ohio 45202 Attention: George H. Stinson Telecopy: 513-287-2938 -28- Any party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made. 16.3 Incidental Expenses. Each party shall bear its own respective costs and expenses incurred in connection with the closing of this transaction, including state or local taxes, its own consultants' fees, attorney's fees, accountants' fees, and other similar costs and expenses. 16.4 Entire Agreement and Amendment. This Agreement and the E-Line Agreements (as defined in Section 11.3 herein) shall constitute the entire agreement between the parties and, upon Closing, shall supersede all other prior agreements, representations and understandings, written or oral, pertaining to the sale, operation and maintenance of the facilities sold thereunder and the matters agreed to therein, unless specifically excepted, including, but not limited to, any and all prior agreements requiring Seller to provide discounted transportation to The Cincinnati Gas & Electric Company and/or to ULHP; provided that nothing in this Agreement is intended to waive, release or impair any of the parties' rights or remedies under the E-Line Agreements. Any modifications, amendments or changes to this Agreement shall be binding upon the parties only if mutually agreed upon in writing by the parties. Consequently, the Stipulation and Agreement and Precedent Agreement between Columbia, The Cincinnati Gas & Electric Company, ULHP and Tennessee Gas Pipeline Company dated January 25, 1987 shall be deemed terminated upon Closing, except for the first sentence in paragraph (6), and all of paragraphs (7) and (8). -29- Nothing contained in this Agreement or the E-Line Agreements shall affect the parties' respective rights claims and defenses in connection with other pre-petition obligations or agreements between the parties, if any, which are or may be subject to Seller's bankruptcy proceedings before the United States Bankruptcy Court for the District of Delaware. 16.5 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the Laws of the State of Kentucky. 16.6 Exhibits. All Exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by reference. 16.7 Time of the Essence. Time is of the essence in this Agreement in all respects. 16.8 Counterparts. This Agreement may be executed in any number of counterparts, and each and every counterpart shall be deemed for all purposes one agreement. 16.9 Assignment. None of the parties hereto may assign this Agreement or its rights hereunder, whether in whole or in part, without the prior written consent of the other parties hereto. 16.10 Waiver. Any of the terms, provisions, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the -30- right to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. 16.11 Binding Effect. All the terms, provisions, covenants, representations, warranties and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 16.12 Section Headings. The section headings contained herein are for purposes of convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written. COLUMBIA GAS TRANSMISSION CORPORATION By: //Glen L. Kettering// ------------------------------- Name: Glen L. Kettering ------------------------------- Title: Senior Vice President ------------------------------- "Seller" -31- KO TRANSMISSION COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- "Buyer" THE CINCINNATI GAS & ELECTRIC COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- THE UNION LIGHT, HEAT AND POWER COMPANY By: //George H. Stinson// ------------------------------- Name: George H. Stinson ------------------------------- Title: Vice President ------------------------------- -32- EXHIBITS A -- Map of Relevant Portion of Line AM-4 B -- Description of Relevant Portion of Line AM-4 C -- EPA Affidavit of Buyer -33- AGREEMENT FOR PURCHASE AND SALE OF LINE AM-4 EXHIBIT A Map Showing Relevant Portion of Line AM-4 Being Sold The map details the path of Line AM-4 from Cold Spring, Kentucky to Cincinnati, Ohio, a distance of approximately 2.25 miles. For a more detailed description, see Exhibit B. AGREEMENT FOR PURCHASE AND SALE OF LINE AM-4 EXHIBIT B COLUMBIA GAS TRANSMISSION CORPORATION PROPOSED SALE TO THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT HEAT AND POWER COMPANY OF 100% UNDIVIDED INTEREST OF AM-4 NORTH OF COLD SPRING MEASURING STATION Facility Description - -------- ----------- Line AM-4 Beginning in the Town of Cold Spring in Campbell County, Kentucky at the 24" x 24" x 24" tee immediately downstream of the 16" valve number 151 running in a northwesterly direction through Campbell County, crossing the Ohio River and terminating with its connection to Cincinnati Gas & Electric Company near the City of Cincinnati in Hamilton County, Ohio a distance of approximately 2.25 miles of 24" pipe and four (4) 0.44 miles of 12" pipe river crossing. AGREEMENT FOR PURCHASE AND SALE OF LINE AM-4 EXHIBIT C AFFIDAVIT - --------- STATE OF OHIO ) COUNTY OF HAMILTON ) SS: George H. Stinson, being first duly sworn, deposes and says: 1. He is the Vice President of KO Transmission Company ("KO Transmission"), located in Cincinnati, Ohio. 2. KO Transmission has executed an "Agreement for Purchase and Sale of Line AM-4" for the purchase of certain pipeline facilities, being more particularly described on the attached from Columbia Gas Transmission Corporation (Columbia). 3. KO Transmission has reviewed a document dated October 24, 1990, entitled "Technical Guidance for the Abandonment in Place of Interstate Natural Gas Pipeline Systems" (the Guidance) developed by the United States Environmental Protection Agency (EPA). 4. As transferee of said pipeline facilities from Columbia, KO Transmission avers that it will abide by the terms of the Guidance without deviation (modification, addition, or deletion) issued originally to Columbia for the purpose of classifying these former portions of the Columbia system according to their level of PCB contamination. 5. KO Transmission's averment is made with the understanding, as specified in the Guidance, that if KO Transmission so abides by the terms of the Guidance, EPA will recognize the results of the system classification for the purpose of determining the regulatory status of the portion of the system transferred to KO Transmission and subsequently abandoned in place based upon current, rather than historical levels of PCB contamination. Further affiant sayeth naught. KO TRANSMISSION COMPANY By: //George H. Stinson// ----------------------------------------- Name: George H. Stinson ----------------------------------------- Title: Vice President of KO Transmission Company ----------------------------------------- Subscribed and sworn to before me this 22nd day of July, 1994. //John G. Banner// ------------------ My commission expires: EX-99.H.3 5 EXHIBIT H-3 EXHIBIT H-3 GAS TRANSPORTATION AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY Dated: March 9, 1987 INDEX ----- ARTICLE I Definitions ARTICLE II Transportation Service ARTICLE III Scheduling and Transportation Limitations ARTICLE IV Pressure ARTICLE V Term of Agreement ARTICLE VI Rates and Charges ARTICLE VII Measurement Article VIII Quality Article IX Billing and Payment Article X Possession and Warranty of Title ARTICLE XI Force Majeure ARTICLE XII Taxes ARTICLE XIII Assignments ARTICLE XIV Laws and Regulations ARTICLE XV Waiver ARTICLE XVI Miscellaneous GAS TRANSPORTATION AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY THIS AGREEMENT, made and entered into this ninth day of March, 1987, by and between The Cincinnati Gas & Electric Company, an Ohio corporation, hereinafter referred to as "Transporter, and The Union Light, Heat and Power Company, a Kentucky corporation, hereinafter referred to as "Customer," WITNESSETH: WHEREAS, Customer has access to natural gas supplies which cannot be moved into its system through its existing facilities; and WHEREAS, Transporter has capacity within its gas distribution system which will allow it to transport natural gas for the account of Customer; and WHEREAS, Customer qualifies as a local distribution company within the meaning of Section 2(17) of the Natural Gas Policy Act of 1978 (NGPA); and WHEREAS, Transporter has filed for and received blanket certificate authority pursuant to Section 7(c) of the Natural Gas Act and Section 284.224 (previously Section 284.222) of the Commission's Regulations under the Natural Gas Policy Act to perform the transportation services hereinafter described in accordance with the FERC's Order Issuing Certificate dated June 24, 1985 in Docket No. CP85-191-000. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto covenant and agree as follows: ARTICLE I Definitions: 1.1 The term "day" shall mean a period of twenty-four (24) consecutive hours, beginning and ending at 8:00 a.m. local time. 1.2 The term "month" shall mean the period beginning at 8:00 a.m. on the first day of the calendar month and ending at 8:00 a.m. on the first day of the next succeeding calendar month. 1.3 The term "year" shall mean a period of three hundred sixty-five (365) consecutive days beginning with the date of first delivery of gas under this Agreement, or on any anniversary thereof; provided, however, that any such year which contains a date of February 29 shall consist of three hundred sixty-six (366) consecutive days. 1.4 The term "gas" shall include natural gas, including associated liquefiable hydrocarbons produced from gas wells, oil well gas produced in association with crude oil, and synthetic or substitute natural gas. 1.5 The term "cubic foot of gas" shall mean the volume of gas which would occupy one (1) cubic foot of space when such gas is at a temperature of sixty (60) degrees Fahrenheit and at a pressure of fourteen and seventy-three hundredths (14.73) pounds per square inch absolute. 1.6 The term "Mcf" is the abbreviation employed to denote one thousand (1,000) cubic feet of gas. 1.7 The term "Btu" is the abbreviation employed to denote a British thermal unit. 1.8 The term "MMBtu" is the abbreviation employed to denote 1,000,000 Btu. 1.9 The term "quantity of gas" shall mean the number of units of gas expressed in MMBtu unless otherwise specified. 1.10 The words "equivalent quantities" shall mean quantities of gas of equal thermal content as determined by the product of their volumes and heating values as defined above. ARTICLE II Transportation Service 2.1 Transporter will receive up to 100,000 MMBtu per day of natural gas into its system on behalf of Customer, at Transporter's Fernald Station and/or Butler Station receipt points from Texas Gas Transmission Corporation, ("Texas Gas"), or such other receipt points as may mutually agreed upon, and will physically re-deliver to Customer or re-deliver by displacement, on an interruptible basis, an equivalent quantity at the interconnection of Transporter's and Customer's facilities at Anderson Ferry, Ohio, which quantity will be hereinafter be referred to as Contract Demand. 2.2 Should Customer's delivery to Transporter at the Point(s) of Receipt on any day exceed the Contract Demand, Transporter will in good faith attempt to accommodate the same, such decision to be solely within the judgment and discretion of Transporter. 2.3 Transporter shall have the right, at its sole discretion, to curtail or discontinue the transportation and delivery of natural gas to Customer hereunder at any time. -2- ARTICLE III Scheduling and Transportation Limitations 3.1 Customer shall be obligated to, on or before the 25th day of each month, furnish Transporter with a schedule of estimated monthly and daily quantities of gas it desires to have transported during the upcoming month. 3.2 Customer shall give Transporter at least twenty-four (24) hours prior notice when Customer desires to change the quantities of gas it has scheduled for delivery by Transporter. Transporter may waive such notice requirements, if, in Transporter's sole judgment, operating conditions permit such waiver. 3.4 Customer agrees to indemnify and hold harmless Transporter from all claims, suits, damages or actions arising from the failure of Transporter to receive quantities of gas nominated by Customer, or as a result of Transporter's exercise of its right to refuse transportation pursuant to Section 2.4. ARTICLE IV Pressure 4.1 Customer shall cause the gas to be delivered to Transporter at the Points of Receipt at pressures sufficient to allow the gas to enter Transporter's system, provided, however, that the pressure of gas delivered by Customer shall not exceed the maximum allowable operating pressures (MAOP) applicable to Transporter's facilities. If the MAOP of those facilities is subsequently reduced or increased, the maximum pressure of the gas received by Transporter at the Points of Receipt shall be correspondingly reduced or increased upon notification by Transporter to Customer. 4.1 Transporter shall deliver the gas transported hereunder for the account of Customer at the Point of Delivery at the varying pressures that may exist on Transporter's pipeline system from time to time; provided, however, that the pressure of the gas delivered by Transporter shall not be more than the MAOP of Transporter's pipeline. If the MAOP of Transporter's pipeline is subsequently reduced or increased, then the maximum pressure of gas delivered by Transporter for the account of Customer at the Point of Delivery shall be correspondingly reduced or increased upon notification by Transporter to Customer. ARTICLE V Term of Agreement The initial term of this agreement shall be for a period of one (1) year from the date that transportation service -3- hereunder commences. Thereafter, it will continue from month to month unless cancelled by either party upon thirty (30) days written notice. ARTICLE VI Rates and Charges 6.1 Customer agrees to pay Transporter for all gas delivered hereunder at a rate equivalent to that rate charged by Transporter for a similar wholesale transportation service provided by Transporter on behalf of Oxford Natural Gas Company. The currently effective rate for such service consists of a monthly fixed charge of $4184, and a commodity charge of $0.0363 per dekatherm transported. Said charge may be adjusted from time to time to reflect changes in the rate charged by Transporter to Oxford Natural Gas Company. 6.2 Transporter may also file with the Federal Energy Regulatory Commission, or other body having jurisdiction, for a change in the rates and charges effective as to Customer; provided, however, that should it become unnecessary so to file, Transporter shall have the right to increase the rates and charges effective as to Customer. ARTICLE VII Measurement 7.1 Transporter and Customer must agree to all matters pertaining to measurement practices, procedures, equipment and installations, not specifically covered herein. 7.2 The unit of volume for the purpose of measurement hereunder shall be one cubic foot of gas at a temperature of sixty degrees (60) Fahrenheit and at a pressure of fourteen and seventy-three hundredths (14.73) pounds per square inch absolute. The average atmospheric pressure for the Point(s) of Receipt and for the Point of Delivery shall be assumed to be 14.4 Psi. 7.3 The specific gravity of the gas shall be determined by one of the following methods, mutually acceptable to both parties: (a) by means of a recording gravitometer of standard manufacture utilizing the arithmetical average of the hourly specific gravity recorded each day for computing the quantity of gas for that day, or (b) by continuous sampling, or (c) if (a) or (b) is not feasible, by use of a portable specific gravity balance of standard manufacture acceptable to both parties. Such determination to be made at least once every thirty (30) days. 7.4 Temperature of gas transported hereunder shall be determined by a recording thermometer continuously used and -4- installed so as to record properly the temperature of the gas flowing through each meter. 7.5 The arithmetic average of the hourly temperature, the factor for specific gravity according to the latest test therefore, and the corrections for deviation from Boyle's Law applicable during each metering period shall be used to make proper computations of gas volumes measured hereunder. 7.6 Orifice meters, if selected for measurement herein, shall be installed, operated, and volumes computed in accordance with the American Gas Association publication, Orifice Metering of Natural Gas, Gas Measurement Committee Report No. 3, 1985, and in such amendments and revisions thereto and superseding reports thereof as are recommended by such committee and mutually agreed to by the parties hereof. 7.7 Turbine meters, if selected for measurement herein, shall be installed, operated, and volumes computed in accordance with the American Gas Association publication, Measurement of Fuel Gas by Turbine Meters, A. G. A. Measurement Committee Report No. 7, and in such amendments and revisions thereto and superseding reports thereof as are recommended by such committee. 7.8 Other types of meters, if selected for measurement herein, shall be installed, operated, and volumes computed in accordance with any applicable American Gas Association and manufacturer publication consistent with industry accepted practices for gas volume measurement. 7.9 The accuracy of all measuring equipment shall be verified at reasonable intervals, but neither party shall be required to verify the accuracy of the equipment more frequently than once in any thirty (30) day period. If either party desires a special test of any measuring equipment, it will promptly notify the other party and the parties shall then cooperate to secure a prompt verification of the accuracy of such equipment. The expense of any such special test shall be borne by the party requesting such test. 7.10 If, upon test, any measuring equipment is found to be in error, such errors shall be taken into account in a practical manner in computing the deliveries. If the resultant aggregate error in the computed receipts is not more than two percent (2%), then previous receipts shall be considered accurate. All equipment shall, in any case, be adjusted at the time of test to record correctly. If, however, the resultant aggregate error in computed receipts exceeds two percent (2%) of a recording corresponding to the average hourly rate of gas flow for the period since the last preceding test, the previous recordings of such equipment shall be corrected to zero error for any period which is know definitely or agreed upon, but in case the period is not known definitely or agreed upon, such correction shall be for a period extending over one-half of the time elapsed since -5- the date of the last test, not exceeding a correction period of sixteen (16) days. 7.11 In the event a meter is out of service, or registering inaccurately, the volume of gas delivered shall be determined: (a) by using the registration of any check meter or meters, if installed and accurately registering; or, in the absence of (a), (b) by correcting the error if the percentage of error is ascertainable by calibration tests or mathematical calculations; or in the absence of both (a) and (b), then, (c) by estimating the quantity of delivery as may be derived by a method or methods mutually acceptable to both parties. 7.12 The total "heating value" of gas in British thermal units per cubic foot shall be determined by the party performing measurement herein as determined by a mutually agreed method of general use in the gas industry. ARTICLE VIII Quality 8.1 Gas received or delivered hereunder shall be merchantable natural gas; shall be commercially free from dust, gums, gum-forming constituents, gasoline, water, or any other substance of any kind which may become separated from the gas in the course of transportation through Customer's, Customer's agent's or Transporter's pipeline; shall not contain more than seven (7) pounds of water per million cubic feet of gas; shall not contain more than one (1) grain of hydrogen sulphide per one hundred (100) cubic feet of gas nor more than twenty (20) grains of total sulphur per one hundred (100) cubic feet of gas and mercaptan sulphur shall not constitute any portion of the allowable total sulphur content; shall not be more than two percent (2%) by volume of carbon dioxide nor more than one-half percent (0.5%) by volume of oxygen; shall not be at a temperature of more than one hundred twenty degrees (120) Fahrenheit or no less than forty degrees (40) Fahrenheit; and shall contain not less than nine hundred sixty-seven (967) British thermal units per cubic foot. 8.2 Customer shall not permit or cause the injection of oxygen or any other substance which will dilute such gas, even if such dilution does not render the gas unable to meet the quality specifications outlined in subsection (a) above. -6- 8.3 Neither party shall be obligated to receive and transport gas hereunder that fails to conform to the foregoing requirement. 8.4 Transporter agrees to odorize the natural gas delivered hereunder, and to maintain any odorant levels in such natural gas until such time that such gas is delivered to customer. Notwithstanding anything to the contrary in this Agreement, Customer agrees to indemnify and hold harmless Transporter, its officers, agents, employees and contractors against any liability, loss or damage, including costs and attorneys' fees, whether or not such liability, loss or damage arises out of any demand, claim, action, cause of action, and/or suit brought by Customer or by any person, association or entity, public or private, that is not a party to this Agreement, where such liability, loss or damage is suffered by Transporter, its officers, agents, employees and/or contractors as a direct or indirect result of any actual or alleged failure by Customer, Transporter and/or any other person, association or entity, public or private, to odorize the natural gas or product after delivery hereunder or to maintain any odorant levels in such natural gas or product. ARTICLE IX Billing and Payment 9.1 On or before the fifteenth (15th) day of each month, Transporter shall render to Customer a statement of (a) the total quantity of gas delivered to Transporter by Customer at the Point(s) of Receipt hereunder during the preceding month, (b) the total quantity of gas delivered to Customer by Transporter at the Point of Delivery hereunder during the preceding month, and (c) the dollar amount due Transporter based upon the quantity of gas delivered by Transporter to Customer at the Point of Delivery hereunder during the preceding month. When information necessary for billing purposes is in the control of Customer, Customer shall furnish such information to Transporter on or before the fifth (5th) day of the month. Both Transporter and Customer shall have the right to examine at reasonable times, books, records, and charts of the other to the extent necessary to verify the accuracy of any statement, charge, or computation made under or pursuant to the provisions hereof. 9.2 Payment by Customer to Transporter shall be due on the twenty-fifth (25th) day of each month, except when such day is a Saturday, Sunday, or bank holiday, in which case payment is due the following business day. Payment shall be made for all natural gas delivered to Customer by Transporter hereunder during the preceding month, and billed by Transporter in a statement for -7- such month according to the measurements, computations, and rates provided herein. If the presentation of a bill by Transporter is delayed after the fifteenth (15th) day of the month, then the time of payment shall be extended accordingly unless Customer is responsible for such delay. Should Customer fail to pay all of the amount of any bill as herein provided when such amount is due, interest on the unpaid portion of the bill shall accrue, at the then effective prime interest rate from the due date, until the date of payment. If such failure to pay continues for thirty (30) days after payment is due, Transporter, in addition to any other remedy it may have hereunder, may suspend further delivery of the gas until such amount is paid; provided, however, that if Customer in good faith shall dispute the amount of any such bill or part thereof and shall pay to Transporter such amount as it concedes to be correct and, at any time thereafter within thirty (30) days of a demand made by Transporter, shall furnish good and sufficient surety bond in an amount and with surety satisfactory to Transporter, guaranteeing payment to Transporter of the amount ultimately found due upon such bills after a final determination which may be reached either by agreement or judgment of the courts, as may be the case, then Transporter shall not be entitled to suspend further delivery of gas unless and until default by made in the conditions of such bond. 9.3 Subject to the provisions of Article 7.10 hereof, if it shall be found that at any time Customer has been overcharged or undercharged under the provisions hereof and Customer shall have paid the bills containing such overcharge or undercharge, then within thirty (30) days after the final determination thereof, Transporter shall refund the amount of any such overcharge and Customer shall pay the amount any such undercharge. In the event an error is discovered in the amount billed in any statement rendered by Transporter, such error shall be adjusted within thirty (30) days of the determination thereof. ARTICLE X Possession and Warranty of Title 10.1 Each party to this Agreement shall be in control and possession of all gas in that party's facilities. The receiving party shall have no responsibility with respect to any gas deliverable under this Agreement until such gas is received into its facilities or on account of anything which may be done, happen or arise with respect to such gas before such delivery. The delivering party shall have no responsibility with respect to such gas after its delivery into the facilities of the other party or on account of anything which may be done, happen or arise with respect to such gas after such delivery. -8- 10.2 Customer hereby warrants that it will at the time of receipt of gas by Transporter hereunder have good title to or the good right to deliver all gas so made available and that all such gas is free from all liens and adverse claims. 10.3 Customer agrees to indemnify Transporter and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of adverse claims of any and all persons to the gas received and transported hereunder by Transporter or to all royalties, taxes, license fees or charges thereon which may be levied and assessed against Customer upon the transfer thereof to Transporter. If any adverse claim of any character is asserted with respect to the gas delivered hereunder, with respect to Customer's right to deliver such gas, or with respect to Transporter's right to receive payment for transporting such gas, either party shall have the right to retain any amount of money up to the amount of such claim out of the money then or thereafter payable to the other party hereunder. Such money shall be retained without interest as security for the performance of the obligations with respect to such claim until such claim has been finally terminated or until bond has been furnished conditioned for protection with respect to such claim in an amount and with sureties satisfactory to the claimant. ARTICLE XI Force Majeure 11.1 If by reason of force majeure, either party hereto is unable to carry out its obligations under this Agreement, and if such party gives notice and particulars of such force majeure in writing to the other party within a reasonable time after the occurrence of the cause relied on, the obligations of the parties so far as and to the extent that they are affected by such force majeure, shall be suspended during the continuance of any inability so caused, but for no longer period; and such cause shall so far as possible be remedied with all reasonable dispatch, except as provided for in this Article XI hereof. 11.2 The term "force majeure," as used herein shall mean any and all circumstances beyond the direct or reasonable control of either party which would make performance of this Agreement impossible or unsafe, and shall include, without limiting the foregoing, acts of God such as landslides, earthquakes, lightning, storms (including but not limited to hurricanes and hurricane warnings), crevasses, floods, washouts, epidemics; acts of public enemies including wars, riots, blockades; civil and military disturbances; insurrections, fires, explosions, freezing; arrests and restraints of government, either federal or state, civil or military; shutdowns for purposes of necessary or required repairs, relocations, or construction of facilities; any operational or mechanical failure such as breakage or accident to machinery or lines of pipe, temporary losses of supply of failure -9- of surface equipment or pipelines; the necessity for testing pipeline or other equipment as may be required by governmental authority or as deemed necessary by the testing party for the safe operation thereof; any failure to perform or to comply with any obligation or condition of this Agreement due to the inability to obtain necessary materials, supplies, permits, or labor; any industrial disturbance, including strikes or lockouts; or any inability to obtain necessary rights-of-way. 11.3 Force majeure affecting the performance hereunder by either party, however, shall not relieve such party of liability in the event of negligence or in the event of failure to use due diligence to remedy the situation and to remove the cause in an adequate manner and with all reasonable dispatch; and such causes or contingencies affecting such performance shall not relieve either party from its obligations to make payment as determined hereunder. 11.4 It is understood and agreed that the settlement of strikes, lockouts, or controversies with landowners involving rights-of-way shall be entirely within the discretion of the party having the difficulty and that the above requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes, lockouts, or controversies with landowners involving rights-of-way, by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the party having the difficulty. ARTICLE XII Taxes Customer agrees to reimburse Transporter for any and all taxes, and any interest thereon, imposed by the federal government, any state, or political subdivision thereof which tax Transporter is obligated to pay or collect and remit by reason of the transportation of gas for Customer pursuant to this Agreement. ARTICLE XIII Assignments Neither party hereto shall assign this Agreement or any of its rights or obligations hereunder without the consent of the other party. Notwithstanding the foregoing, either party may assign its right, title and interest in, to and by virtue of this Agreement, including any and all extensions, renewals, amendments, and supplements thereto, to a trustee or trustees, individual or corporate, as security for bonds or other obligations or securities, without such trustee or trustees assuming or becoming in any respect obligated to perform any of the obligations of the assignor and, if any such trustee be a corporation, without its being required by the parties hereto to -10- qualify to do business in the state in which the performance of the Agreement may occur, nothing contained herein shall require consent to transfer this agreement by virtue of merger or consolidation of a party hereto or a sale of all or substantially all of the assets of a party hereto, or any other corporate reorganization of a party hereto. ARTICLE XIV Laws and Regulations This Agreement, insofar as it is affected thereby, is subject to all valid laws, rules, regulations and orders of all governmental authorities having jurisdiction. ARTICLE XV Waiver No waiver by either party of any one or more defaults by the other in the performance of any provisions hereunder shall operate or be construed as a waiver of any future default or defaults whether of a like or a different character. ARTICLE XVI Miscellaneous 16.1 This Agreement is expressly made subject to Subpart G, Part 284, Subchapter I, Chapter I of Title 18 of the U.S. Code of Federal Regulations, and subject to such other terms and conditions as the Commission may, by rule or order, deem appropriate and in the public interest. 16.2 Any notice, request, demand, statement, bill or payment provided for in this Agreement, or any notice which any party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed to the post office address of the parties hereto as follows: For Transporter The Cincinnati Gas & Electric Company Post Office Box 960 Cincinnati, Ohio 45201 Attn: Gas Supply Department, 2nd Floor For Customer The Union Light, Heat and Power Company Post Office Box 960 Cincinnati, Ohio 45201 Attn: Gas Supply Department, 2nd Floor -11- 16.3 Modifications to the terms and provisions of this Agreement shall become effective only upon the execution of a supplementary written agreement. 16.4 This Agreement shall be governed by the laws of the State of Ohio. 16.5 If the service contemplated hereunder has not commenced by March 30, 1987, either party may terminate this Agreement. If at any time during the term of this agreement, any governmental authority having jurisdiction or control over the parties, their facilities or gas supplies, this Agreement or any provision thereof, shall take any action as to Customer or Transporter whereby the delivery, receipt and use of gas as contemplated hereunder shall be proscribed or subjected to conditions or restraints that in the sole judgment of the party affected are unduly burdensome to that party, such party may terminate this Agreement without further liability hereunder other than to discharge obligations incurred prior to termination. 16.6 Transporter and Customer agree to file timely all statements, notices, and petitions required under Subpart G of Part 284 or any other applicable rules or regulations of any governmental authority having jurisdiction which are issued pursuant to said Subpart G of Part 284 and to exercise due diligence to obtain all necessary governmental approvals required for the implementation of this transportation agreement. In the event that such approvals should be conditioned so as to require a variance in the terms of this Agreement which would reduce considerations bargained for or enlarge the obligations of Transporter or Customer hereunder, then either party shall have the right to reject such approvals. 16.7 This Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the parties hereto. 16.8 Customer shall be responsible for any charges or penalties imposed upon Transporter by any delivering pipelines and incurred as a result of the service provided under this agreement. -12- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective representatives thereunto duly authorized, on the day and year first above written. THE CINCINNATI GAS & ELECTRIC COMPANY By //C. Schmidt// ---------------------------------- Vice President ATTEST: //D. R. Blum// --------------------------------- Secretary THE UNION LIGHT, HEAT AND POWER COMPANY By //Jackson H. Randolph// ---------------------------------- President and CEO ATTEST: //D. R. Blum// ----------------------------- Secretary -13- EX-99.H.4 6 EXHIBIT H-4 EXHIBIT H-4 AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY REGARDING UNION COMPANY'S UNDERGROUND STORAGE CAVERN This Agreement entered into on this 23rd day of May, 1961, between The Cincinnati Gas & Electric Company, an Ohio corporation, hereinafter referred to as "Cincinnati" and The Union Light, Heat and Power Company, a Kentucky corporation, hereinafter referred to as "Union", WITNESSETH THAT: WHEREAS, Union and Cincinnati are public utilities rendering gas service in their respective service areas in northern Kentucky and southwestern Ohio, respectively, in the proximity of Cincinnati, Ohio; and WHEREAS, both Union and Cincinnati severally desire to avail themselves of certain propane-air gas supplies to supplement on peak days the natural gas that they severally purchase from Kentucky Gas Transmission Corporation (KGT) and thereby hold to a minimum the demand charges made against Union and Cincinnati by KGT under its F.P.C. Gas Tariff; and WHEREAS, Union has in its service area underground formations for the construction of a mined cavern for storing liquid propane that can be used to produce peak shaving propane-air gas; and WHEREAS, it would not be economical for a company the size of Union to construct such a cavern and its associated equipment solely for its own use because of the high unit costs involved; and WHEREAS, Union proposes to construct such a cavern and facilities for the storage of liquid propane and for the production of a maximum of 50,000 Mcf per day of propane-air gas near KGT's line AM-7 in the proximity of Erlanger, Kentucky and to provide therefrom propane-air gas for its own use and also for delivery to Cincinnati through approximately 5 miles of line AM-7 to be purchased for that purpose; and WHEREAS, Union proposes to complete the construction of the cavern and facilities necessary to produce and deliver the propane-air gas so as to be in operation during the next heating season, i.e., by November 1, 1961; and WHEREAS, as a result of the foregoing plans, Union and Cincinnati have been able to avoid the necessity of requesting additional peak day supplies of natural gas from KGT to the extent of 5,400 Mcf and 32,600 Mcf of Contract Demands, respectively; and WHEREAS, the construction and operation of the cavern and production facilities will provide economic peak shaving in the public interest; and WHEREAS, by virtue of the foregoing circumstances, time is of the essence; and WHEREAS, Union, Cincinnati and KGT have, simultaneously with the execution of this agreement, entered into a Precedent Agreement covering the sale and purchase of portions of line AM-7; NOW, THEREFORE the parties hereto agree with each other as follows: 1. Union agrees to perform the following: (a) Construct a mined cavern together with the necessary pumps and appurtenances at an approximate depth of 400 feet on a site to be purchased on Amsterdam Road, said cavern to be of such size that it can store approximately 7 million gallons of liquid propane, and also construct suitable unloading facilities to receive propane from public carriers. (b) Lease or purchase certain real property near line AM-7 north of Erlanger, Kentucky, and construct on said property a propane-air gas plant and gas mixing, regulating, measuring, and control equipment, together with compressors, boilers, heater exchangers, water supply, electric facilities, and necessary appurtenances for producing approximately 50,000 Mcf of propane-air gas in a 24 hour period. (c) Construct a steel pipeline for transporting liquid propane from the cavern site to said property near line AM-7. (d) Construct a lateral connection from the plant outlet to line AM-7. (e) Subject to the performance and satisfaction of the provisions of the Precedent Agreement referred to above, including regulatory approvals relating to the proposed Agreements referred to therein, (1) purchase and store, to the extent feasible, liquid propane or other product in the above cavern for use in the production of propane-air gas, of heat content as near equal to that of the natural gas received from KGT as operating equipment and interchangeability of gas will permit, during peak periods of operation or emergencies, (ii) operate and maintain, to the extent feasible, all of the above cavern, pipeline, and gas plant equipment for the production of such propane-air gas, and (iii) deliver such propane-air gas to its own system and to that of Cincinnati through the portion of line AM-7 purchased by Union under said Precedent Agreement, at the respective options of such companies to the limit of 20% for Union, and 80% for Cincinnati, of the propane-air gas producing capacity in any 24 hour period as metered at said plant. (f) Obtain any necessary regulatory authorizations in connection with the performance of this agreement. 2. Subject to the performance of said Precedent Agreement, Cincinnati agrees to pay to Union starting with November, 1961 and continuing each month thereafter during the term of this agreement, its proportionate share of all costs pertaining to the plant and facilities constructed pursuant to this agreement, as described in appended Exhibit A. Such monthly amount shall be paid on or before the 25th of each following month and shall consist of the following: (a) A monthly amount based on estimated costs to be adjusted each subsequent December to actual costs incurred during the preceding 12 months ended November 30 consisting of 1/12 of 80% (based on Cincinnati's requirement of 40,000 Mcf daily capacity out of a total of 50,000 Mcf daily plant capacity) of the following items: (i) Depreciation An amount equal to the annual accrual for depreciation applicable to the plant and facilities constructed pursuant to this agreement, as recorded on Union's books, the initial annual depreciation rates to be as set forth on said Exhibit A. (ii) Insurance An amount equal to the total property insurance cost applicable to said plant and facilities, as recorded on the books of Union. (iii) Return An amount equal to six and three quarters percent (6- 3/4%) per annum of Union's "base for return" which shall be an amount consisting of the original cost of said plant and facilities, estimated, if not known, at date of this contract and revised to actual amounts as of November 30 of each calendar year, less the accumulated provision for depreciation applicable thereto, plus the average month end investment in liquid propane carried in inventory during the 12 months ended the preceding November 30. Should any large or costly additions or retirements be made in any year during the term of this agreement, such additions and retirements when recorded shall be considered in determining a revised "base for return". (iv) Land Rental An amount equal to the total annual rental cost applicable to said plant and facilities, as recorded on the books of Union. (v) Taxes An amount equal to all taxes, fees or assessments lawfully imposed upon Union by any authority which are the result of or directly attributable to the ownership, operation, maintenance or earnings of said plant and facilities. (vi) Maintenance Expense An amount equal to the annual maintenance expenses incurred by Union in maintaining said plant and facilities as recorded on Union's books. (b) A monthly amount comprising a portion of the operation expenses, excluding insurance and land rentals, incurred during the preceding month by Union in operating said plant and facilities as recorded on its books. Such portion shall be based on Cincinnati's annual usage of propane-air gas related to the annual deliveries from the plant during the 12 months ended the preceding November 30. (c) The cost of liquid propane, based on the average cost method of pricing inventory, attributable to Cincinnati during the current month. 3. Subject to the performance of said Precedent Agreement, Cincinnati also agrees to pay Union eighty percent (80%) of all costs, including all court costs, counsel fees and expenses, incurred by Union in the defense or adjustment of all actions or proceedings brought and all claims and demands made growing out of the operation or maintenance of said plant and facilities. Such amount will be billed separately and paid by Cincinnati within 25 days of receipt of such billing. 4. Subject to the performance of said Precedent Agreement, Union will operate the cavern and related plant consistent with generally accepted standards and will not be held responsible to Cincinnati for interruptions or failures in service thereof due to accidents, acts committed by others or acts of God. 5. This agreement shall become effective forthwith and shall remain in full force and effect for 25 years after November 1, 1961, and thereafter shall be automatically renewed from year to year unless and until terminated by either party upon written notice given to the other party at least 6 months prior to the expiration of the original term or any such one year renewal term. It shall be binding upon and inure to the benefit of the parties thereto and successors and assigns. This agreement is made subject to the jurisdiction of any governmental authority or authorities having jurisdiction in the premises and the performance thereof shall be subject to (a) the receipt of all regulatory approvals, in form and substance satisfactory to the parties hereto, necessary to permit the parties hereto to perform all the duties and obligations to be performed by such parties hereunder and (b), in the instances indicated, the performance of said Precedent Agreement. 6. In the event that the necessary regulatory authorizations are not obtained or Union determines that it is not feasible to complete the construction of said plant and facilities, Union shall, to the extent possible, sell the property involved and Cincinnati shall reimburse Union for 80% of the costs which it has incurred less any proceeds from the sale. In witness whereof, the parties hereto have caused this to be duly executed on the 23rd day of May, 1961. ATTEST: THE UNION LIGHT, HEAT AND POWER By ATTEST: THE CINCINNATI GAS & ELECTRIC COMPANY By Executive Vice President EXHIBIT C THE UNION LIGHT, HEAT AND POWER COMPANY ENGINEERING COST ESTIMATES PROPANE STORAGE CAVERN AND PLANT Constance Cavern Acquire Land for Cavern Site $ 14,200 Install Cavern Structures 845,100 Install Cavern Equipment 80,700 Overheads - Constance Cavern 45,400 Sub Total, Cavern $ 985,400 Erlanger Plant Acquire Land Rights for 20 Acre Site $ 8,000 Install Plant Structures 240,000 Install Plant Equipment 987,600 Install Natural Gas Measuring & Regulating Station 47,000 Install 66/4 KV Electric Substation 88,800 Acquire Right of Way for 17,000' Propane Line 20,400 Install 17,000' of 8" Propane Feedstock Line 113,400 Install 6" Water Main 3,700 Acquire Right of Way for 4,000' Kentucky Feeder Main 4,700 Install 4,000' of 18" Kentucky Feeder Main 59,500 Plant Accessory Equipment 3,800 Overheads - Erlanger Plant 351,528 Sub Total, Plant $1,928,428 Total Cavern and Plant $2,913,828 The Union Light, Heat and Power Company 107 Brent Spence Square Covington, Kentucky 41011 May 6, 1982 The Cincinnati Gas & Electric Company P.O. Box 960 4th & Main Streets Cincinnati, Ohio 45201 Attention: Mr. J. H. Randolph Re: AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY REGARDING UNION COMPANY'S UNDERGROUND STORAGE CAVERN Gentlemen: The Union Light, Heat and Power Company (Union), as a result of a recent Public Service Commission of Kentucky gas rate order dated April 16, 1982 in Case No. 8373, herewith revises the "Return" percentage as stated in Item (iii) of the cost allocation formula in the subject agreement dated May 23, 1961, from six and three quarters percent (6 3/4%) to ten and ninety-one hundredths percent (10.91%), effective on and after April 12, 1982. The existing 80% allocation of fixed costs to The Cincinnati Gas & Electric Company (Cincinnati) will remain in effect. This change is being made in order that the allocation of Union's propane plant charges to Cincinnati will reflect an equitable rate of return as approved by the Public Service Commission of Kentucky. Please indicate Cincinnati's acceptance and agreement to this change by signing in the appropriate space provided below. Very truly yours, THE UNION LIGHT, HEAT AND POWER COMPANY By /s/ Paul W. Herking Vice President GEM:mlf Agreed to this 7th day of May, 1982. THE CINCINNATI GAS & ELECTRIC COMPANY By /s/ Jackson H. Randolph ----------------------- February 7, 1985 The Cincinnati Gas & Electric Company P.O. Box 960 4th & Main Streets Cincinnati, Ohio 45201 Attention: Mr. J. H. Randolph Gentlemen: Re: AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY REGARDING UNION COMPANY'S ERLANGER PROPANE PLANT AND CONSTANCE CAVERN The Union Light, Heat and Power Company (Union), as a result of a recent Public Service Commission of Kentucky (PSCKY) gas rate order dated October 25, 1984 in Case No. 9029, herewith revises the "Return" percentage, referred to in Item (iii) of the cost allocation formula in the subject agreement dated May 23, 1961, to twelve and three hundredths percent (12.03%). The new return percentage will be reflected in the monthly fixed charge billed to The Cincinnati Gas & Electric Company (Cincinnati) effective on and after December 1, 1984. This supersedes the Agreement that you accepted on May 7, 1982 which showed a return of 10.91% (PSCKY Case No. 8373). This change is being made in order that the allocation of Union's propane plant charges to Cincinnati will reflect an equitable rate of return as approved by the Public Service Commission of Kentucky. The existing 80% allocation of fixed costs to Cincinnati will remain in effect. Please indicate Cincinnati's acceptance and agreement to this change by signing in the appropriate space provided below. Very truly yours, THE UNION LIGHT, HEAT AND POWER COMPANY By_____________________________ C. L. Schmidt Vice President Agreed to this 12th day of February, 1985. THE CINCINNATI GAS & ELECTRIC COMPANY By /s/ Jackson H. Randolph November 29, 1990 The Cincinnati Gas & Electric Company P.O. Box 960 4th & Main Streets Cincinnati, Ohio 45201 Attention: Mr. J. H. Randolph Gentlemen: Re: AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY REGARDING UNION COMPANY'S ERLANGER PROPANE PLANT AND CONSTANCE CAVERN The Union Light, Heat and Power Company (Union), as a result of a recent Public Service Commission of Kentucky (PSCKY) gas rate order dated October 2, 1990 in Case No. 90-041, herewith revises the "Return" percentage, referred to in Item (iii) of the cost allocation formula in the subject agreement dated May 2, 1961, to eleven and twenty-five hundredths percent (11.25). The new return percentage will be reflected in the monthly fixed charge billed to The Cincinnati Gas & Electric Company (Cincinnati) effective on and after December 1, 1990. This supersedes the Agreement that you accepted on February 12, 1985 which showed a return of 12.03% (PSCKY Case No. 9029). This change is being made in order that the allocation of Union's propane plant charges to Cincinnati will reflect an equitable rate of return as approved by the Public Service Commission of Kentucky. The existing 64% allocation of fixed costs to Cincinnati will remain in effect. Please indicate Cincinnati's acceptance and agreement to this change by signing in the appropriate space provided below. Very truly yours, THE UNION LIGHT, HEAT AND POWER COMPANY By /s/ G. H. Stinson Manager, Gas Operations Agreed to this 30th day of November, 1990. THE CINCINNATI GAS & ELECTRIC COMPANY By /s/ J.H. Randolph January 6, 1995 The Cincinnati Gas & Electric Company P.O. Box 960 4th & Main Streets Cincinnati, Ohio 45201 Attention: Mr. G.H. Stinson Gentlemen: Re: AGREEMENT BETWEEN THE CINCINNATI GAS & ELECTRIC COMPANY AND THE UNION LIGHT, HEAT AND POWER COMPANY REGARDING UNION COMPANY'S ERLANGER PROPANE PLANT AND CONSTANCE CAVERN The Union Light, Heat and Power Company (Union), as a result of a Kentucky Public Service Commission (KYPSC) gas rate order dated August 31, 1993 in Case No. 92-346, herewith revises the "Return" percentage, referred to in Item (iii) of the cost allocation formula in the subject agreement dated May 2, 1961, to nine and sixty-two hundredths percent (9.62%). The new return percentage should be reflected in the monthly fixed charge billed to The Cincinnati Gas & Electric Company (Cincinnati) effective on and after April 26, 1993. This supersedes the Agreement that was accepted on October 2, 1990 which showed a return of 11.25% (KYPSC Case No. 90-041). This change is being made in order that the allocation of Union's propane plant charges to Cincinnati will reflect an equitable rate of return as approved by the KYPSC. The existing 65% allocation of fixed costs to Cincinnati will remain in effect. Please indicate Cincinnati's acceptance and agreement to this change by signing in the appropriate space provided below. Very truly yours, THE UNION LIGHT, HEAT AND POWER COMPANY By: /s/ J.F. McCarthy Manager, Gas Supply Agreed to this 6th day of January, 1995. THE CINCINNATI GAS & ELECTRIC COMPANY By: /s/ G. H. Stinson EX-99.H.5 7 EXHIBIT H-5 EXHIBIT H-5 AGREEMENT between MIAMI POWER CORPORATION and THE CINCINNATI GAS & ELECTRIC COMPANY This agreement made and entered into this 20th day of May 1983, by and between Miami Power Corporation, a corporation organized under the laws of the State of Indiana, hereinafter known as Miami, and The Cincinnati Gas & Electric Company, a corporation organized under the laws of the State of Ohio, hereinafter known as Cincinnati, WITNESSETH: WHEREAS, Cincinnati from time to time makes arrangements with the Louisville Gas and Electric Company for the transfer and interchange of electric power and energy to be used for the purpose of serving the public, and WHEREAS, Cincinnati from time to time makes arrangements with the Tennessee Valley Authority for the interchange of electric power and energy to be used for the purpose of serving the public, by means of transfer, to an extent, through the Louisville Gas and Electric Company's system, and WHEREAS, Miami, a subsidiary of Cincinnati, was organized for the sole purpose of and is engaged solely in transmitting electric energy for Cincinnati, and, WHEREAS, Miami owns and operates an electric transmission line extending from a point located at the sectionalizing switch tower approximately five (5) miles north of Madison, Indiana, where it is interconnected with a transmission line owned by the Ohio Valley Transmission Corporation, a subsidiary of Louisville Gas and Electric Company, to a point located at the Kentucky-Ohio state line on the north bank of the Ohio River across from Boone County, State of Kentucky near Cincinnati's Miami Fort electric generating station; NOW, THEREFORE, in consideration of the premises and the mutual covenants, promises and agreements of each of the parties as hereinafter set forth, the parties hereto do mutually covenant and agree as follows: (1) Miami hereby agrees that it will receive and deliver all electrical energy as required by Cincinnati in Cincinnati's transactions with Louisville Gas and Electric Company, Tennessee Valley Authority and other utilities; and (2) Miami shall maintain and keep in good repair said transmission line during the term of this agreement so that the line shall at all times be in a safe and satisfactory condition for the uses herein specified. (3) In consideration of services to be rendered by Miami to Cincinnati under this agreement, Cincinnati agrees to pay to Miami during the term of this agreement, monthly amounts determined as follows: a. Operation and Maintenance Costs - an amount equal to the total of the operation and maintenance expenses incurred during the month by Miami, b. Depreciation - an amount equal to the accrual for depreciation for the month as recorded on the books of Miami, determined by the following rates of depreciation: Account No. Account Title Rate 340.3 Rights of Way 1.00% 344.0 Towers and Fixtures 2.00% 345.0 Poles and Fixtures 3.39% 346.0 Overhead Conductors and Devices 2.54% c. Taxes - an amount equal to the total tax expenses for the month as recorded on the books of Miami, including federal and state taxes on income, and other assessments. d. Return - one-twelfth of an amount equal to twelve (12) percent of Miami's "rate base" which shall be the sum of Miami's utility plant as of January 1 of each year including therein land and land rights and all other amounts recorded in electric plant in service accounts, plus any costs of construction work in progress, less the amount of depreciation reserve applicable to said investment as of the said January 1, plus an allowance for working capital in an amount equal to 12.5% of the annual operation and maintenance expenses incurred by Miami during the prior year. As of January 1, 1983, certain of the above items shall be taken as: Utility Plant in service including cost of construction work in progress $563,552 Less depreciation reserve $535,752 Utility plant less depreciation reserve $ 27,800 Working capital $ 3,687 (4) Nothing contained herein shall be construed as affecting in any way the right of any party furnishing or receiving service under this rate schedule to unilaterally make application to the Federal Energy Regulatory Commission for a change in rates, charges, classification, or service, or in any rule, regulation, or contract relating thereto, or to petition for investigation of existing rates, under Section 205 and 206 of the Federal Power Act, whichever shall be applicable, and pursuant to the Commission's Rules and Regulations promulgated thereunder. (5) This agreement shall become effective August 1, 1983, shall cancel all previous agreements and supplements between the parties thereto, shall remain in full force and effect for a period of one year from that date and thereafter and until terminated by either party upon sixty (60) days written notice, and shall be binding upon and inure to the benefit of the parties thereto and successors and assigns. In witness thereof, the parties hereto have caused this to be duly executed on the 20th day of May 1983. ATTEST: MIAMI POWER CORPORATION /s/ D. R. Blum By /s/ Jackson H. Randolph Secretary Vice President ATTEST: THE CINCINNATI GAS & ELECTRIC COMPANY /s/ D. R. Blum By /s/ R. P. Wiwi Secretary Vice President EX-99.H.6 8 EXHIBIT H-6 EXHIBIT H-6 AGREEMENT THIS AGREEMENT is made and entered into as of the 26TH day of July, 1991, by and between PSI Energy, Inc., an Indiana corporation, with a place of business at 1000 East Main Street, Plainfield, Indiana (hereafter "PSIE"), and PSI Recycling, Inc., an Indiana corporation with a place of business at 1030 East New York Street, Indianapolis, Indiana (hereafter "PSIR"). WITNESSETH: WHEREAS, PSIE desires to contract for the sale of its recyclable materials in an environmentally responsible manner; WHEREAS, PSIR is in the business of recycling materials in an environmentally responsible manner; WHEREAS, the parties desire to enter into an agreement whereby PSIR will purchase recyclable materials from PSIE; WHEREAS, PSIE and PSIR are both wholly owned subsidiaries of PSI Resources, Inc.; and WHEREAS, PSIE is a regulated electric utility company, and PSIE desires to enter into a contract with PSIR, which is commercially reasonable and which will allow PSIE to receive commercial benefits commensurate with the benefits it would receive from the sale of recyclable materials if it were selling such materials to an unaffiliated company. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Purchases/Prices. PSIR will purchase recyclable materials from PSIE at recognized industry published prices as agreed upon by the parties for such materials, less a discount as set forth on Exhibit "A". Prices will be fixed for the materials delivered based on the referenced price indices published in the most recent issue of the Wall Street Journal. Notwithstanding this agreement on pricing, the parties may negotiate and agree upon other prices for specific transactions. PSIE agrees to either accept in return or pay PSIR a fee of $.05 per pound for any non-recyclable materials. PSIR shall allow PSIE the option of inspecting materials identified as non-recyclable materials before disposing of such materials. 2. Pickup and Delivery. PSIE will deliver materials at its expense to PSIR's place of business based on its normal operating schedule for hauling materials. IF PSIR requires special delivery, PSIR will pay PSIE at a rate of $40.00 per hour for truck, trailer, and driver. Should any delivery to PSIR require any special equipment (i.e., equipment other than that normally used to deliver materials), rates will be established at that time. 3. Material Transfer Memos. PSIE shall send a material transfer memo to PSIR with all shipments of recyclable materials, which sets forth the type, weight, and quantity of materials being sent to PSIR. PSIR shall verify the accuracy of the information within three (3) working days of receipt and shall promptly notify PSIE's representative of any deviations discovered. Thereafter, the parties shall endeavor to promptly resolve any differences. Each month PSIR shall send PSIE copies of PSIR's receiving reports, which set forth by date and shipment the quantities, weights, grades, and prices for all materials received. 4. Payment. The parties shall make full payment (or appropriate credit and debit accounting entries shall be made on the accounting records of each company) by the end of the calendar month that PSIE receives each monthly statement as set forth in paragraph 3. 5. Confidentiality. Materials marked "confidential" provided by PSIE to PSIR shall be shredded by PSIR within three (3) working days from the time that PSIR receives such documents or materials from PSIE unless other arrangements are made. An executed certificate of destruction for recycling shall be provided by PSIR to PSIE for all confidential documents or materials destroyed or recycled. PSIE shall provide locked containers for all confidential documents, which shall be returned to PSIE upon destruction of documents by PSIR. PSIE shall pay PSIR for shredding documents at the rate of $.14 per pound. PSIR will be responsible for picking up documents to be shredded from PSIE's principal place of business. All PSIR employees, agents, or contract employees shall be advised and instructed by PSIR to maintain the confidentiality of the contents of any confidential documents or materials provided by PSIE to PSIR. All PSIR employees, agents, or contract employees shall be advised and instructed by PSIR not to remove any confidential documents or materials from the premises and that no confidential documents or materials shall be copied, photocopied, or otherwise duplicated. Immediately after each PSIR employee, agent, or contract employee is instructed regarding confidentiality of documents as set forth above, each PSIR employee, agent, or contract employee shall execute the Confidentiality Agreement attached hereto as Exhibit "B." 6. Audit. PSIE shall have the right to fully audit such information and documents, including obtaining copies of any documents as will enable it to determine PSIR's full compliance with this Agreement. PSIR agrees to furnish PSIE with reports and other documentation in a format and frequency as may reasonably be prescribed by PSIE. 7. Termination for Cause. Either party may terminate this Agreement or any part thereof for cause at any time upon written notice to the other party if the other party defaults in performing hereunder or breaches any term or condition of this Agreement. 8. Termination for Convenience. Either party may at any time and for any reason terminate this Agreement or any part thereof for its sole convenience upon sixty (60) days' prior written notice. At the point in time specified by the terminating party in writing to the other party, that other party shall immediately cease performance hereunder. As full payment under this Agreement, PSIE shall be paid for any materials received by PSIR from PSIE prior to the termination date. 9. Indemnity. PSIR hereby agrees to indemnify and hold harmless and to defend PSIE during the period of any applicable statute of limitations from and against any and all actions or causes of action, claims, demands, liabilities, losses, damages, or expenses of whatever kind or nature including attorneys' fees, that PSIE may suffer or incur by reason of bodily injury, including death, to any person or persons, including PSIR employees, contract employees, or PSIR agents, or by reason of damage to or destruction of any property, including the loss of use thereof, arising out of or in any way connected with this Agreement, or which PSIE may sustain or incur in conjunction with any litigation, investigation, or other expenditures incident thereto, including any suit instituted to enforce the obligation of this Agreement of indemnity, unless caused solely by the act, omission or negligence of PSIE or the representatives and employees of PSIE. 10. Release and Reimbursement. PSIR shall release, exculpate, and hold harmless and shall reimburse PSIE and the representatives and employees of PSIE from and for all claims, losses, damages, costs, and expenses, including attorneys' fees, arising or alleged to arise, in whole or in part, from injury to PSIR or its agents or employees, including death, or damage to the property of PSIR and PSIE, including the loss of use thereof, arising or alleged to arise out of or in any way connected with this Agreement, unless caused solely by any act, omission, or negligence of PSIE or the representatives or employees of PSIE. 11. Non-Waiver of Rights. No delay or omission by PSIE to exercise any right in this Agreement shall constitute a waiver of such right, at law or in equity, or any other right in this Agreement, at law or in equity. 12. Limitation of Liability and Action. PSIE shall not be liable to PSIR for anticipated profits or for incidental or consequential damages of any kind. The liability of PSIE on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Agreement or from the performance or breach thereof and which has not been cured by PSIE within ninety (90) days after written notice from PSIR of the claim shall in no event exceed the price allocable to the documents or materials that gives rise to the claim. PSIE shall not be liable for penalties of any description. Any action resulting from any breach on the part of PSIE shall be commenced within one (1) year after the cause of action has accrued. 13. Setoff. All claims for money due or to become due from PSIE shall be subject to deduction or setoff by PSIE by reason of any counterclaim or crossclaim arising out of this or any other transaction with PSIR. 14. Compliance With Laws and PSIE Rules. PSIR shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances in the performance of this Agreement. PSIR shall abide by any and all rules PSIE may have in effect or hereinafter put into effect when goods are to be delivered or services are to be performed on PSIE property. PSIR shall be responsible for the safe performance of the work with due regard for the safety of PSIR employees, subcontractor employees, the general public, and PSIE employees and property. PSIR shall promptly investigate and report to PSIE all accidents involving PSIR's work pursuant to this Agreement. Neither this paragraph nor enforcement of these provisions is intended to create any duty on the part of PSIE to review or enforce PSIR safety rules and practices; rather, such obligation rests entirely upon PSIR. PSIE assumes no duty to review PSIR's compliance with said laws and rules, including those involved with safety. Further, these provisions are not for the benefit of any third party. 15. Assignment and Delegation. PSIR shall neither assign any of its rights nor delegate any of its duties under this Agreement without the prior written consent of PSIE. If delegation is permitted by PSIE, PSIR shall continue to be responsible for the performance of this Agreement. If requested by PSIE, PSIR shall provide PSIE with copies of any contracts with third parties regarding the assignment or rights or delegation of duties hereunder. PSIE shall have the right at any time to assign its rights and delegate its duties to its parent or to any subsidiary or affiliate of PSIE or its parent. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of any and all successors or assigns of PSIR and PSIE. 16. Applicable Laws and Severability. This Agreement shall be governed by and interpreted under the laws of the state of Indiana. If any part of a term or condition in this Agreement is found to be contrary to the law governing this Agreement by a court of competent jurisdiction, such term and condition shall in all other respects be and remain legally effective and binding to the full extent permissible. 17. Merger Clause. This Agreement, including any exhibits or documents incorporated herein by reference, constitutes the final written expression of all the terms and conditions of the agreement between PSIR and PSIE and is a complete and exclusive statement of those terms and conditions and supersedes all prior negotiations, representations or agreements, either written or oral, with respect to the subject matter of this Agreement, except those representations relating to warranties of quality. This Agreement may be modified only by a contract amendment duly executed by both PSIR and PSIE. 18. Insurance. At least thirty (30) days before commencing any work hereunder, PSIR shall cause the insurance company providing workmen's compensation insurance for PSIR to file Form 18A with the Worker's Compensation Board of Indiana to certify to the satisfaction of said Board that PSIR has complied with all applicable requirements of "The Indiana Workmen's Compensation Act of 1929," as amended to date, and "The Indiana Workmen's Occupational Diseases Act of 1937," as amended to date. Each party shall waive all claims against the other party for injuries to its employees and shall waive all rights of subrogation against the other party. During the entire period while this Agreement is in effect, PSIR shall procure and keep in force a policy or policies of insurance or self-insurance, in a form acceptable to PSIE and issued by an insurance company or companies acceptable to PSIE, which adequately protects PSIR and PSIE from and against any and all claims, losses, or actions arising out of or in any way connected with the work to be provided pursuant to this Agreement. Any such insurance policy or policies shall specifically name PSIE as an additional insured, and within ten (10) days of the execution of this Agreement, PSIR shall provide PSIE with Certificates of Insurance providing evidence of the following insurance coverages and limits, at a minimum: COVERAGE LIMITS Workmen's Compensation Statutory Requirements Employer's Liability $100,000 Each Person Public Liability Comprehensive General Liability (including contractor's protection for liability arising from subcontractors) Bodily Injury $1,000,000 Each Occurrence Property Damage (Including coverage for "X" Explosion, "C" Collapse and "U" Underground Hazards) $1,000,000 Each Occurrence Contractual Liability (all written contracts between PSIR and PSIE) Bodily Injury $1,000,000 Each Occurrence Property Damage (Including coverage of "X" Explosion, "C" Collapse and "U" Underground Hazards) $1,000,000 Each Occurrence Products Completed Operations Bodily Injury $1,000,000 Each Occurrence Property Damage $1,000,000 Each Occurrence Automotive Liability (owned, non-owned and hired) Bodily Injury $1,000,000 Each Occurrence Property Damage $1,000,000 Each Occurrence 19. Notices. All notices allowed or required hereunder shall be deemed duly given upon receipt thereof if deposited in the United States mail, first class certified mail, return receipt requested, addressed as follows: To PSIR: Vice President and General Manager PSI Recycling, Inc. 1030 East New York Street Indianapolis, Indiana 46202 To PSIE: Vice President, Material Management Services PSI Energy, Inc. 1000 East Main Street Plainfield, Indiana 46168 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the 26th day of July, 1991. PSI ENERGY, INC. PSI RECYCLING, INC. By: /s/ Harold L. Isaacs By: /s/ Mark A. Mensing - ------------------------ ----------------------- Title: Vice President Title: Vice President and Material Management General Manager Services
EXHIBIT "A" PSI ENERGY COMPARISON OF 1989 SALVAGE PROCEEDS TO MONTHLY 1989 DAILY COMEX CLOSE AVERAGE VARIANCE #1 #2 #3 #4 #5 COLUMN #4 MINUS ACTUAL ACTUAL ACTUAL COMEX COMEX COLUMN #3 DOLLAR DISCOUNT NO. S/I # DESCRIPTION QUANTITY AMOUNT $/UNIT $/UNIT AMOUNT ($/UNIT) PER UNIT PRICE 1 991001 BATTERY 13 ea 6.50 2 991001 BATTERY 13 ea 13.00 2 991022 BATTERY 5 ea 5.00 4 992444 CABLE LEAD COV 416 lb 91.52 0.2200 8 992444 CABLE LEAD COV 522 lb 73.08 0.1400 6 992450 CABLE SE CU 228 lb 30.78 0.1350 1.0945 249.55 9 992450 CABLE SE CU 450 lb 180.00 0.4000 1.3197 593.87 678 210.78 0.3109 1.2440 843.42 -0.9331 -0.9331 4 992457 CABLE UG ALUM 700 lb 140.00 0.2000 0,9370 655.90 7 992457 CABLE UG ALUM 651 lb 97.65 0.1500 0.8255 537.40 9 992457 CABLE UG ALUM 460 lb 69.00 0.1500 0.7823 359.86 10 992457 CABLE UG ALUM 306 lb 30.60 0.1000 0.7923 242.44 12 992457 CABLE UG ALUM 3,494 lb 384.83 0.1100 0.7283 2,545.38 5,611 721.59 0.1286 0.7737 4,340.98 -0.6451 -0.6451 2 992468 CABLE IKV & > 784 lb 313.60 0.4000 1.3420 1,052.13 9 992468 CABLE IKV & > 665 lb 166.25 0.2500 1.3197 877,60 10 992468 CABLE IKV & > 488 lb 73.20 0.1500 1.2553 612.59 1,937 553.05 0.2855 1.3125 2,542.32 -1.027 -1.027 1 992470 CABLE UG ALUM 4,552 lb 854.10 0.1876 1.0691 4,866.54 2 992470 CABLE UG ALUM 6,584 lb 1,571.36 0.2387 0.9632 6,341.71 3 992470 CABLE UG ALUM 321 lb 46.77 0.1457 0.9215 295.80 4 992470 CABLE UG ALUM 13,847 lb 2,096.10 0.1514 0.9370 12,974.64 6 992470 CABLE UG ALUM 6,805 lb 1,044.42 0.1535 0.8874 6,038.76 7 992470 CABLE UG ALUM 8,222 lb 881.85 0.1073 0.8255 6,787.26 8 992470 CABLE UG ALUM 1,886 lb 295.63 0.1567 0.8128 1,532.94 9 992470 CABLE UG ALUM 11,392 lb 1,856.43 0.1630 0.7823 8,911.96 10 992470 CABLE UG ALUM 1,518 lb 218.34 0.1438 0.7923 1,202.71 11 992470 CABLE UG ALUM 159 lb 23.25 0.1462 0.7616 121.09 12 992470 CABLE UG ALUM 8,671 lb 1,232.61 0.1422 0.7285 6,316.82 63,957 10,120.86 0.1582 0.8661 55,390.23 -0.7079 -0.7079 1 993150 MTL ALUM 4,510 lb 3,610.58 0.8006 1.0691 4,821.64 2 993150 MTL ALUM 11,412 lb 7,406.23 0.6490 0.9632 10,992.04 3 993150 MTL ALUM 1,895 lb 1,302.91 0.6876 0.9215 1,746.24 4 993150 MTL ALUM 9,808 lb 8,072.15 0.8230 0.9370 9,190.10 6 993150 MTL ALUM 5,912 lb 4,435.62 0.7503 0.8874 5,246.31 7 993150 MTL ALUM 8,278 lb 5,765.31 0.6965 0.8255 6,833.49 8 993150 MTL ALUM 2,620 lb 1,428.78 0.5453 0.8128 2,129.54 9 993150 MTL ALUM 13,123 lb 8,538.50 0.6507 0.7823 10,266.12 10 993150 MTL ALUM 6,293 lb 3,680.52 0.5849 0.7616 4,985.94 11 993150 MTL ALUM 1,999 lb 1,091.74 0.5461 0.7414 1,522.44 12 993150 MTL ALUM 5,642 lb 3,110.91 0.5514 0.7285 4,110.20 71,492 48,443.25 0.6776 0.865 61,844.06 -0.1874 -0.1874 1 993162 MTL BREAKAGE 345 lb 86.25 0.2500 2 993162 MTL BREAKAGE 1,132 lb 90.56 0.0800 4 993162 MTL BREAKAGE 2,312 lb 90.02 0.0389 6 993162 MTL BREAKAGE 645 lb 99.98 0.1550 7 993162 MTL BREAKAGE 509 lb 20.36 0.0400 8 993162 MTL BREAKAGE 1,200 lb 12.00 0.0100 9 993162 MTL BREAKAGE 3,097 lb 537.51 0.1736 10 993162 MTL BREAKAGE 840 lb 50.40 0.0600 12 993162 MTL BREAKAGE 421 lb 8.42 0.0200 10.501 995.50 0.0948 1 993171 MTL COPPER 12,726 lb 13,441.91 1.0563 1.5221 19,370.24 2 993171 MTL COPPER 12,413 lb 12,903.29 1.0395 1.3420 16,658.25 3 993171 MTL COPPER 8,514 lb 8,410.99 0.9879 1.4288 12,164.80 4 993171 MTL COPPER 57,405 lb 59,172.50 1.0308 1.3826 79,368.15 5 993171 MTL COPPER 26,240 lb 26,970.25 1.0278 1.2072 31,676.93 6 993171 MTL COPPER 17,503 lb 17,361.49 0.9919 1.0945 19,157.03 7 993171 MTL COPPER 16,117 lb 14,145.93 0.8777 1.0724 17,283.87 8 993171 MTL COPPER 17,460 lb 15,722.98 0.9005 1.2177 21,261.04 9 993171 MTL COPPER 20.024 lb 20,988.16 1.0482 1.3197 26,425.67 10 993171 MTL COPPER 26,405 lb 29,235.35 1.1072 1.2553 33,146.20 11 993171 MTL COPPER 7,445 lb 8,039.82 1.0799 1.1145 8,297.45 12 993171 MTL COPPER 37,475 lb 35,467.07 0.9464 1.0360 38,824.10 259,727 261,859.74 1.0082 1.2461 323,633.73 -0.2379 -0.2379 2 993192 MTL BRASS LT YL 732 lb 292.80 0.4000 1.3420 982.34 4 993192 MTL BRASS LT YL 1,110 lb 255.30 0.2300 1.3826 1,534.69 6 993192 MTL BRASS LT YL 12, 135 lb 8.385.29 0.6910 1.0945 13,281.76 8 993192 MTL BRASS LT YL 214 lb 96.30 0.4500 1.2177 260.59 11 993192 MTL BRASS LT YL 197 lb 99.81 0.5066 1.0799 212.74 14,388 9,129.50 0.6345 1.1310 16,272.12 -0.4965 Excludes largest transaction 2,253 744.21 0.3304 1.3273 2,990.36 -0.9969 -0.9969 1 993213 MTL IRON 3,021 lb 3.61 0.0012 2 993213 MTL IRON 4,230 lb 4.23 0.0010 6 993213 MTL IRON 110,898 lb 2,923.08 0.0264 7 993213 MTL IRON 3,523 lb 1.01 0.0003 8 993213 MTL IRON 349,550 lb 10,829.07 0.0310 9 993213 MTL IRON 38,225 lb 1,826.73 0.0478 10 993213 MTL IRON 289,680 lb 3,621.02 0.0125 11 993213 MTL IRON 2,515 lb 0.27 0.0001 4 993213 MTL IRON 11,630 lb 20.90 0.0018 813,272 19,230.00 0.0236 1 994631 SPEC IND LOT 20,646 lt 5,321.55 0.2578 2 994631 SPEC IND LOT 59 lt 11,941.95 202.4059 3 994631 SPEC IND LOT 1 lt 293.15 293.1500 4 994631 SPEC IND LOT 9,889 lt 4,661.50 0.4714 5 994631 SPEC IND LOT 1,453 lt 6,153.38 4.2349 6 994631 SPEC IND LOT 1,177 lt 481.50 0.4091 8 994631 SPEC IND LOT 9,239 lt 7,679.22 0.8312 9 994631 SPEC IND LOT 3 lt 2,483.40 827.8000 11 994631 SPEC IND LOT 15,076 lt 10.051.25 0.6667 12 994631 SPEC IND LOT 207 lt 1,687.50 8.1522 57,750 50,754.40 1,338.3800 1 997985 WIRE BARE ACSR 21.010 lb 11,123.21 0.5294 1.0691 22,461.79 2 997985 WIRE BARE ACSR 37,460 lb 18,905.27 0.5047 0.9632 36,081.47 4 997985 WIRE BARE ACSR 3,833 lb 1,733.25 0.4522 0.9370 3,591.52 6 997985 WIRE BARE ACSR 14,759 lb 7,646.46 0.5181 0.8874 13,097.14 7 997985 WIRE BARE ACSR 106 lb 37.10 0.3500 0.8255 87.50 8 997985 WIRE BARE ACSR 1,076 lb 360.96 0.3355 0.8128 874.57 9 997985 * WIRE BARE ACSR 130,600 lb 60,402.50 0.4625 0.7823 102,168.38 10 997985 WIRE BARE ACSR 10,655 lb 3,558.39 0.3340 0.7923 8,441,96 12 997985 WIRE BARE ACSR 15,325 lb 4,818.96 0.3145 0.7285 11,164.26 234,824 108,586.10 0.4624 0.8431 197,968.59 -0.3807 * Excluded 104,224 48,184 0.4623 0.9192 95,800.21 -0.4569 -0.4569 1 997989 WIRE INS ALUM 3,076 lb 1,594.96 0.5185 1.069 13,288.55 4 997989 WIRE INS ALUM 3,087 lb 1,420.30 0.4601 0.9370 2,892.52 7 997989 WIRE INS ALUM 3,195 lb 1,168,02 0.3656 0.8255 2,637.47 9 997989 WIRE INS ALUM 7,720 lb 2,807.33 0.3636 0.7823 6,039.36 10 997989 WIRE INS ALUM 258 b 98.04 0.3800 0.7923 204.41 12 997989 WIRE INS ALUM 4,104 lb 1,292.76 0.3150 0.7285 2,989.76 21,440 8,381.41 0.3909 0.8420 18,052.07 -0.4511 -0.4511 1 997994 WIRE BAR/INS AL 20,168 lb 9,654.23 0.4787 1.0691 21,561.61 2 997994 WIRE BAR/INS AL 38,702 lb 18,564.32 0.4797 0.9632 37,277.77 3 997994 WIRE BAR/INS AL 14,101 lb 6,403.30 0.4541 0.9215 12,994.07 4 997994 WIRE BAR/INS AL 43,346 lb 20,288.84 0.4681 0.9370 40,615.20 5 997994 WIRE BAR/INS AL 2,180 lb 748.20 0.3432 0.9715 2,117.87 6 997994 WIRE BAR/INS AL 38,971 lb 18,970.75 0.4868 0.8874 34,582.87 7 997994 WIRE BAR/INS AL 36,251 lb 13,739.15 0.3790 0.8255 29,925.20 8 997994 WIRE BAR/INS AL 22,850 lb 8,384.99 0.3670 0.8128 18,572.48 9 997994 WIRE BAR/INS AL 38,272 lb 13,871.66 0.3624 0.7823 29,940.19 10 997994 WIRE BAR/INS AL 34,881 lb 12,548.66 0.3598 0.7923 27,636.22 11 997994 WIRE BAR/INS AL 12,754 lb 3,884.67 0.3046 0.7616 9,713.45 12 997994 WIRE BAR/INS AL 30,535 lb 9,137.80 0.2993 0.7285 22,244.75 333,011 136,196.57 0.4090 0.8624 287,181.68 -0.4534 -0.4534 2 997996 WIRE CONTL CABL 430 lb 109.95 0.2557 1.3420 577.06 6 997996 WIRE CONTL CABL 2,060 lb 618.00 0.3000 1.0945 2,254.67 8 997996 WIRE CONTL CABL 979 lb 127.27 0.1300 1.2177 1,192.13 12 997996 WIRE CONTL CABL 622 lb 68.42 0.1100 1.0360 644.39 4,091 923.64 0.2258 1.1411 4,668.25 -0.9153 -0.9153 1 998006 WIRE CU INS 16,911 lb 12,500.43 0.7392 1.5221 25,740.23 2 998006 WIRE CU INS 22,335 lb 16,347.40 0.7319 1.3420 29,973.57 3 998006 WIRE CU INS 11,112 lb 6,949.05 0.6254 1.4288 15,876.83 4 998006 WIRE CU INS 39,285 lb 24,483.44 0.6232 1.3826 54,315.44 5 998006 WIRE CU INS 1,425 lb 857.53 0.6018 1.2072 1,720.26 6 998006 WIRE CU INS 33,708 lb 23,465.36 0.6961 1.0945 36,893.41 7 998006 WIRE CU INS 25,438 lb 16,281.71 0.6401 1.0724 27,279.71 8 998006 WIRE CU INS 22,136 lb 12,969.39 0.5859 1.2177 26,955.01 9 998006 WIRE CU INS 26,460 lb 16,662.07 0.6297 1.3197 34,919.26 10 998006 WIRE CU INS 22,856 lb 15,677.36 0.6859 1.2553 28,691.14 11 998006 WIRE CU INS 9,774 lb 7,071.57 0.7235 1.1145 10,893.12 12 998006 WIRE CU INS 29,989 lb 18,985.07 0.6331 1.0360 31,068.60 261,429 172,250.38 0.6589 1.2406 324,326.58 -0.5817 -0.5817 1 998027 WIRE CW 838 lb 251.40 0.3000 1,5221 1,275.52 8 998027 WIRE CW 458 lb 22.90 0.0500 1,2177 557.71 1,296 274.30 0.2117 1,4145 1,833.23 -1.2028 -1.2028 1 998048 WIRE CWC 1,111 lb 585.85 0.5273 1,5221 1,691.05 2 998048 WIRE CWC 1,144 lb 451.86 0.3950 1.3420 1,535.25 3 998048 WIRE CWC 3,355 lb 1,009.19 0.3008 1.4288 4,793.62 4 998048 WIRE CWC 13,967 lb 6,993.08 0.5007 1.3826 19,310.77 5 998048 WIRE CWC 110 lb 35.20 0.3200 1.2072 132.79 6 998048 WIRE CWC 3,848 lb 1.500.10 0.3898 1.0945 4,211.64 7 998048 WIRE CWC 3,417 lb 1,658.84 0.4855 1.0724 3,664.39 8 998048 WIRE CWC 6,487 lb 2,918.79 0.4499 1.2177 7,899.22 9 998048 WIRE CWC 7,977 lb 3,930.22 0.4927 1.3197 10,527.25 10 998048 WIRE CWC 3,427 lb 1,566.51 0.4571 1.2553 4,301.91 11 998048 WIRE CWC 325 lb 108.87 0.3350 1.1145 362.21 12 998048 WIRE CWC 9,121 lb 3,227.92 0.3539 1.0360 9,449.36 54,289 23,986.43 0.4418 1.2503 67,879.46 -0.8085 -0.8085 6 998069 WIRE IRON 3,683 lb 3.68 _____________ NOTE: INDUSTRY PUBLISHED PRICES WILL BE "LME" (LONDON METAL EXCHANGE) FOR ALUMINUM AND COMEX FOR ALL OTHER MATERIAL.
Exhibit "B" CONFIDENTIALITY AGREEMENT I have been instructed and advised by PSI Recycling, Inc. to maintain the confidentiality of the contents of all materials designated to be confidential. I have been instructed by PSI Recycling, Inc. not to remove any confidential documents or materials from the premises. I have been instructed by PSI Recycling, Inc. not to copy, photocopy, or otherwise duplicate any documents or materials designated to be confidential. I agree to fully abide by all of the foregoing instructions. ___________________________ Signature ___________________________ Printed Name ___________________________ Date Exhibit "C" Addendum to Agreement between PSI Energy, Inc., (PSIE) and PSI Recycling, Inc., (PSIR) dated July 26, 1991 The following pricing format replaces the discount method set forth on Exhibit "A". - Effective January 1, 1993 PSIR will purchase scrap wire and cable on a recovered basis. PSIE will be paid according to the actual amount of aluminum and copper recovered from its material. - A regression analysis formula developed by Load Forecasting will be used to price the recovered material. Closing spot prices quoted on the London Metal Exchange (LME) and the Commodity Exchange (COMEX) for the day PSIR sells the material will be used as the indices for aluminum and copper respectively. Monthly averages for LME and COMEX will still be maintained. Equation for aluminum: PSIE price = e (-0.3804 + (1.0741)(Ln LME)) Equation for copper: PSIE price = e (-0.253 + (0.8517)(Ln COMEX)) (Where Ln = Natural Log) - A chopping fee of $.07 per pound of gross material weight will be assessed by PSIR for material they chop. The chopping fee may be increased annually based upon an escalation factor or determined market value as recommended by Material Management Services. PSIE will pay the direct cost to incinerate weather-proof insulation off of copper wire. - PSIR will segregate PSIE's material for control purposes. PSIR will maintain records in a manner that will allow sufficient review by Internal Auditing. - A small portion of scrap material received from PSIE contains both aluminum and copper. When processed (chopped) the aluminum and copper cannot be segregated; thus, producing a lower grade of aluminum. Should the volume of this material become substantial enough to erode PSIR's profits, a revised indices agreed upon by both parties will be used. - Copper will be deemed #2 grade when such material cannot be sold at a #1 copper price. Number 2 grade material includes, but is not limited to, small diameter wire, tin coated wire, or wire that has had the weather-proof insulation burnt off of it. The parties will use the regression formula for copper, as stated above, but use the index price for #2 grade copper instead of #1 grade copper. In witness whereof, the parties have caused this addendum to be executed by their duly authorized representatives as of the 25th day of August, 1993. PSI Energy, Inc. PSI Recycling, Inc. By: /s/ Harold L. Isaacs By: /s/ Mark A. Mensing Title: Vice President Title: Vice President and General Manager EX-99.H.7 9 EXHIBIT H-7 EXHIBIT H-7 REVISED TRANSPORTATION AND REIMBURSEMENT AGREEMENT BETWEEN COLUMBIA GAS TRANSMISSION CORPORATION, THE UNION LIGHT, HEAT AND POWER COMPANY, AND THE CINCINNATI GAS & ELECTRIC COMPANY This AGREEMENT, made and entered into this 31st day of July 1986, by and between COLUMBIA GAS TRANSMISSION CORPORATION (CGT), a Delaware corporation; THE UNION LIGHT, HEAT AND POWER COMPANY (ULH&P), a Kentucky corporation; and THE CINCINNATI GAS & ELECTRIC COMPANY (CG&E), an Ohio corporation: W I T N E S S E T H THAT WHEREAS, the parties hereto have an existing contract, dated March 1, 1972 which provides for the transportation of natural gas by ULH&P through certain of its facilities for the account of CGT, to various delivery points along the Ohio River where sales and/or deliveries of such gas are made to CG&E by CGT as provided in signed Service Agreements between CGT and CG&E; and WHEREAS, the aforementioned agreement is now on file with the Federal Energy Regulatory Commission as Rate Schedule X-4 of ULH&P's FERC Gas Tariff, First Revised Volume No. 2, and as Rate Schedule X-33 of CGT's FERC Gas Tariff, Original Volume No. 2; and WHEREAS, said Rate Schedules X-4 of ULH&P and X-33 of CGT contemplate that revisions may be required from time to time to reflect current costs and facilities used in rendering such service by ULH&P to CGT, since such Schedules are of the "cost-of-service" variety; and WHEREAS, the parties now agree that there has been a substantial change in the "cost-of-service" due to the sale by Columbia to ULH&P of its portion of Line AM-7, including appurtenances, which consists of approximately 10.7 miles of 24 inch pipeline and 0.8 miles of 20 inch pipeline extending from the outlet of Columbia's Cold Spring measuring station in Campbell County, Kentucky to the inlet of ULH&P's Erlanger gas plant in Kenton County, Kentucky. WHEREAS, the parties also agree that the sale and purchase of said facilities necessitate a Revised Agreement covering such transportation service by ULH&P for CGT and the updating of said currently filed Rate Schedule X-4 of ULH&P and Rate Schedule X-33 of CGT. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS HEREIN CONTAINED, the parties hereto respectively agree as follows: (1) ULH&P agrees to receive into its facilities designated as Lines AM, AM-1, AM-2, AM-7 and UL-6, and to transport and deliver for the account of CGT to the points of intersection between ULH&P and CG&E facilities at the Kentucky-Ohio State Line at locations referred to as East Works Station, Front and Rose Station and Anderson Ferry Station such quantities of natural gas as CG&E may be entitled to receive from CGT at those delivery points. (2) CGT agrees to pay ULH&P for the transportation service provided herein, certain percentages of all costs pertaining to ULH&P facilities used for this transportation service as follows: a. One Hundred Percent (100%) of all costs pertaining to the two (2) Ohio River Crossings designated as: 1. Line AM-2 (East Works) Ohio River Crossing 2. Line AM-1 (Front & Rose) Ohio River Crossing b. A percentage of the costs of Line AM-7 (Anderson Ferry) Ohio River Crossing determined on the basis of the flow of gas through Anderson Ferry Station to CG&E, as a percentage of the total flow of gas through Anderson Ferry Station in both directions. c. A percentage, determined by a facilities gas delivery allocation study based on the prior 12-month period ending October 31 of each year of all costs pertaining to the following facilities: 1. Line AM 2. Line AM-1, Exclusive of Ohio River Crossing 3. Line AM-2, Exclusive of Ohio River Crossing 4. Line UL-6 5. Odorization equipment located at CGT's Cold Spring Station and Alexandria Station 6. Regulatory equipment, structures and rights of way associated with the above facilities d. A percentage, determined by a facilities gas delivery allocation study based on the prior 12-month period ending October 31 of each year, of all costs pertaining to Line AM-7 exclusive of the Ohio River Crossing. One-twelfth of the facilities costs as itemized below after allocation, will constitute the monthly payment for transportation service. These monthly payments are to be made on or before the 15th of each month based on the estimated annual cost of providing such service. Such costs will be adjusted with each December billing to the level of actual costs incurred during the preceding twelve (12) months ended November 30. The costs to be recovered for such transportation service will consist of the following items: (A) Depreciation An amount equal to the product of the annual depreciation rates in effect and the gas plant in service at November 30. The FERC Distribution Plant Account numbers applicable to the determination of depreciation costs are: 374, 375, 376 and 378. (B) Return An amount equal to nine and eighty-four one hundredths percent (9.84%) per annum of ULH&P's rate base. Such rate base shall be an amount consisting of the original cost of the facilities including construction work in progress as of November 30 less the accumulated reserve for depreciation applicable to this plant. The FERC Distribution plant account numbers applicable to rate base determinations are: 374, 375, 376 and 378. (C) Taxes An amount equal to all taxes, fees or assessments, including property taxes, Kentucky Income Tax, Public Service Commission of Kentucky tax and Federal Income taxes lawfully imposed upon ULH&P by any authority which are the result of, or directly attributable to, the ownership, operation, maintenance or earnings of the facilities subject to this agreement. (D) Operation and Maintenance Expenses An amount equal to the annual operation and maintenance expenses incurred by ULH&P in operating and maintaining the facilities covered by this agreement as recorded on ULH&P's books. The FERC Distribution expense account numbers applicable are: 874, 875, 887 and 889. (3) CG&E agrees to reimburse CGT for all payments made by CGT to ULH&P pursuant to Paragraph No. 2 hereof. Such reimbursement shall be made within twenty (20) days following billing by CGT to CG&E. It is specifically understood and agreed between the parties that CGT shall not be obligated to make any payments to ULH&P hereunder except to the extent that it receives reimbursement for such payments from CG&E. In the event such reimbursement is not forthcoming upon demand therefor, CGT's obligation hereunder to pay ULH&P shall cease, and ULH&P shall repay to CGT any amounts theretofore paid by CGT for which the latter has not been reimbursed by CG&E. (4) This agreement shall be effective as of the 23rd day of August, 1986, and shall continue into effect until August 23, 1991, and thereafter from year to year unless cancelled by any party hereto at the end of any such yearly period by six months prior notice. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed and attested by their respective officers thereunto duly authorized as of this 31st day of July, 1986. ATTEST: COLUMBIA GAS TRANSMISSION CORPORATION /s/ James A. Connell /s/ R. M. Bennett Assistant Secretary Senior Vice President (CORPORATE SEAL) ATTEST: THE UNION LIGHT, HEAT AND POWER COMPANY /s/ Margaret L. Huber /s/ C. L. Schmidt Assistant Secretary Vice President (CORPORATE SEAL) ATTEST: THE CINCINNATI GAS & ELECTRIC COMPANY /s/ D. R. Blum /s/ W. H. Dickhoner Secretary President (CORPORATE SEAL) -----END PRIVACY-ENHANCED MESSAGE-----