THE CINCINNATI GAS & ELECTRIC COMPANY and THE BANK OF NEW YORK, Trustee Thirty-eighth Supplemental Indenture Dated as of February 1, 2001 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of February 1, 2001, between The Cincinnati Gas & Electric Company, a corporation of the State of Ohio (the Company), and The Bank of New York, a New York banking corporation, as Trustee (the Trustee). WHEREAS, the Company has executed and delivered to the Trustee a certain Indenture, dated as of August 1, 1936 (the First Mortgage), to secure the payment of the principal of and interest on an issue of bonds of the Company, unlimited in aggregate principal amount (the Bonds); WHEREAS, the Company and the Trustee have amended and supplemented the First Mortgage by means of thirty-seven supplemental indentures (the First Mortgage as amended); WHEREAS, Article Eighteen of the First Mortgage as amended provides that the Company and the Trustee may from time to time enter into one or more indentures supplemental to the First Mortgage for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective or inconsistent provisions contained in the First Mortgage or in any supplemental indenture; WHEREAS, the Company has requested the Trustee, pursuant to Section 1 of Article Eighteen of the First Mortgage as amended, to enter into this Thirty-eighth Supplemental Indenture for the purpose of curing an ambiguity or of curing, correcting or supplementing defective or inconsistent provisions in Section 3 of Article Eleven of the First Mortgage as amended. ARTICLE ONE Amendments of Section 3 of Article Eleven SECTION 1. Clause (a) of subdivision (3) of Section 3 of Article Eleven of the First Mortgage as amended is hereby restated to read as follows: (a) the principal amount of any obligations simultaneously delivered to the Trustee consisting of obligations secured by purchase money mortgage upon the property to be released, Bonds outstanding hereunder, or outstanding prior lien bonds; plus the principal amount of any Bonds that the Company then waives its right to have authenticated and delivered hereunder pursuant to Section 1 of Article Six hereof; SECTION 2. Section 3 of Article Eleven of the First Mortgage as amended is hereby amended to add the following paragraph at the end of such Section 3: In case the release of property is based upon the waiver by the Company of its right to have Bonds authenticated and delivered pursuant to Section 1 of Article Six hereof, the Trustee shall also be furnished with (a) a waiver signed by an officer of the Company stating the principal amount and series of the paid, retired, redeemed, cancelled or surrendered Bonds the use of which for the authentication and delivery of additional Bonds under Section 1 of Article Six the Company is then electing to waive, (b) the Treasurer's certificate required by Section 1 of Article Six, (c) the further Treasurer's certificate required by Section 1 of Article Six, and, (d) if any of the paid, retired, redeemed, cancelled or surrendered Bonds identified in such waiver have not been at some time held by the public, the net earnings certificate required by Section 1 of Article Six. The paid, retired, redeemed, cancelled or surrendered Bonds identified in such waiver shall thereafter be deemed to have been used as the basis for the issuance of additional Bonds under Section 1 of Article Six, and such additional Bonds shall be deemed to have been canceled under Section 3 of Article Eleven to obtain the release of such property. ARTICLE TWO Miscellaneous SECTION 1. The provisions of this Thirty-eighth Supplemental Indenture shall become effective immediately upon the execution and delivery hereof. From and after such time this Thirty-eighth Supplemental Indenture shall form a part of the First Mortgage as amended and all the terms and conditions hereof shall be deemed to be part of the terms of the First Mortgage as amended, as fully and with the same effect as if they had been set forth in the First Mortgage as originally executed. Except as modified or amended by this Thirty-eighth Supplemental Indenture, the First Mortgage as amended shall remain and continue in full force and effect in accordance with the terms and provisions thereof, and all the covenants, conditions, terms and provisions of the First Mortgage as amended with respect to the Trustee shall remain in full force and effect and be applicable to the Trustee under this Thirty-eighth Supplemental Indenture in the same manner as though set out herein at length. All representations and recitals contained in this Thirty-eighth Supplemental Indenture are made by and on behalf of the Company, and the Trustee is in no way responsible therefor or for any statement therein contained. SECTION 2. The terms defined in Article One of the First Mortgage as amended, when used in this Thirty-eighth Supplemental Indenture shall, respectively, have the meanings set forth in such Article. SECTION 3. This Thirty-eighth Supplemental Indenture may be executed in several counterparts and each counterpart shall be an original instrument. IN WITNESS WHEREOF, THE CINCINNATI GAS & ELECTRIC COMPANY has caused this instrument to be signed on its behalf by one of its Vice Presidents or its Treasurer and its corporate seal to be hereunto affixed and attested by an Assistant Secretary, and THE BANK OF NEW YORK has caused this instrument to be signed on its behalf by a Vice President, its Secretary or an Assistant Vice President or an Assistant Secretary and its corporate seal to be hereunto affixed and attested by a Vice President, an Assistant Vice President or an Assistant Treasurer, as of the day and year first above written. THE CINCINNATI GAS & ELECTRIC COMPANY, By /s/ Lisa D. Gamblin ---------------------- Vice President and Treasurer Attest: /s/ Julia S. Janson -------------------- Assistant Secretary Signed and acknowledged in our presence on behalf of THE CINCINNATI GAS & ELECTRIC COMPANY /s/ Cecilia A. Temple --------------------- /s/ T. M. O'Neill ----------------- THE BANK OF NEW YORK, By /s/ Terence Rawlings --------------------- Assistant Vice President Attest: /s/ Michael Pitfick -------------------- Assistant Treasurer Signed and acknowledged in our presence on behalf of THE BANK OF NEW YORK /s/ Suzanne Young ----------------- /s/ Michael C. Daly ------------------- STATE OF OHIO ) ) ss.: COUNTY OF HAMILTON ) On this 1st day of February, 2001, LISA D. GAMBLIN and JULIA S. JANSON came before me and acknowledged that they signed and sealed this instrument as Vice President and Assistant Secretary, respectively, of THE CINCINNATI GAS & ELECTRIC COMPANY and that the same were free acts; and such Vice President and Treasurer, being duly sworn, said that she resides in Hamilton County, Ohio, that she is a Vice President and Treasurer of the corporation and that the seal affixed hereto is its corporate seal. IN WITNESS WHEREOF I have signed my name and affixed my official seal. /s/ Cecilia A. Temple --------------------- CECILIA A. TEMPLE Notary Public, State of Ohio My Commission Expires 09-28-03 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this 1st day of February, 2001, TERENCE RAWLINS and MICHAEL PITFICK came before me and acknowledged that they signed and sealed this instrument as Assistant Vice President and Assistant Treasurer, respectively, of THE BANK OF NEW YORK and that the same were free acts; and such Assistant Vice President and Assistant Treasurer, being duly sworn, said that he resides in Sayreville, N. J., that he is an Assistant Vice President and Assistant Treasurer of THE BANK OF NEW YORK and that the seal affixed hereto is its corporate seal. IN WITNESS WHEREOF I have signed my name and affixed my official seal. /s/ William J. Cassels ------------------- WILLIAM J. CASSELS Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 16, 2002
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10-Q Filing
Duke Energy Indiana 10-Q2001 Q1 Quarterly report
Filed: 15 May 01, 12:00am