===================================================================
THE CINCINNATI GAS & ELECTRIC COMPANY
AND
THE FIFTH THIRD BANK,
Trustee
________________
First Supplemental Indenture
Dated as of June 1, 1995
To
Indenture
Dated as of May 15, 1995
________________
6.90% Debentures Due 2025
===================================================================
FIRST SUPPLEMENTAL INDENTURE, dated as of June 1, 1995, between The
Cincinnati Gas & Electric Company, a corporation duly organized and existing
under the laws of the State of Ohio (herein called the "Company"), having its
principal office at 139 East Fourth Street, Cincinnati, Ohio 45202, and The
Fifth Third Bank, an Ohio banking corporation, as Trustee (herein called the
"Trustee") under the Indenture dated as of May 15, 1995 between the Company
and the Trustee (the "Indenture").
Recitals of the Company
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (the "Securities"), to be issued in one or
more series as in the Indenture provided.
Pursuant to the terms of the Indenture, the Company desires to provide
for the establishment of a new series of its Securities to be known as its
6.90% Debentures Due 2025 (herein called the "Debentures"), in this First
Supplemental Indenture.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company have been done.
Now, Therefore, This First Supplemental Indenture Witnesseth:
For and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Debentures, as follows:
ARTICLE ONE
Terms of the Debentures
Section 101. There is hereby authorized a series of Securities
designated the "6.90% Debentures Due 2025", limited in aggregate principal
amount to $150,000,000 (except as provided in Section 301(2) of the
Indenture). The Debentures shall mature and the principal shall be due and
payable together with all accrued and unpaid interest thereon on June 1, 2025
and shall be issued in the form of a registered Global Security without
coupons, registered in the name of Cede & Co.
Section 102. The provisions of Section 305 of the Indenture applicable
to Global Securities shall apply to the Debentures.
Section 103. Interest on each of the Debentures shall be payable
semiannually on June 1 and December 1 in each year (each an "Interest Payment
Date"), commencing on December 1, 1995, at the rate per annum specified in the
designation of the Debentures from June 1, 1995, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name such Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15 or
November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day
months.
Section 104. Subject to agreements with or the rules of The Depository
Trust Company or any successor book-entry security system or similar system
with respect to Global Securities, payments of interest will be made by check
mailed to the Holder of each Debenture at the address shown in the Security
Register, and payments of the principal amount of each Debenture will be made
at maturity by check against presentation of the Debenture at the office or
agency of the Trustee.
Section 105. The Debentures shall be issued in denominations of $1,000
or any integral multiple of $1,000.
Section 106. Principal and interest on the Debentures shall be payable
in the coin or currency of the United States of America, which, at the time of
payment, is legal tender for public and private debts.
Section 107. The Debentures shall be subject to defeasance, at the
Company's option, as provided for in Sections 1302 and 1303 of the Indenture.
Section 108. The Debentures will not be redeemable at the option of the
Company prior to maturity and will not be subject to any sinking fund.
Section 109. Each Holder shall have the right, at such Holder's option,
exercisable on April 1, 2005 and thereafter until May 1, 2005, to require the
Company to redeem, and upon the exercise of such right in the manner set forth
hereinafter the Company shall redeem, all or any part of such Holder's
Debentures that is $1,000 or any integral multiple thereof, on June 1, 2005
(the "Redemption Date") at a redemption price in cash equal to 100% of the
principal amount of such Debenture (the "Redemption Price"), together with
accrued and unpaid interest to the Redemption Date.
To exercise a redemption right, a Holder of the Debentures shall deliver
(i) to the Company and to the Trustee irrevocable written notice of the
Holder's election to exercise such right (the "Holder's Notice") which shall
set forth the name of the Holder, the amount of Debentures to be redeemed and
a statement that an election to exercise the redemption right is being made
thereby, and (ii) to the Trustee the Debentures with respect to which the
redemption right is being exercised, duly endorsed for transfer to the Company
if required by the Trustee or the Company. The Debentures held by a
securities depositary may be delivered in such other manner as may be agreed
to by such securities depositary and the Company and the Trustee. Such
written notice shall be irrevocable. The Debentures as to which the
redemption right has been so exercised shall, on the Redemption Date, become
due and payable at the Redemption Price, together with accrued and unpaid
interest to the Redemption Date.
On or before the Redemption Date, the Company shall deposit with the
Trustee an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Debentures which are to be redeemed on that date.
If any Debentures surrendered for redemption shall not be so paid on the
Redemption Date, such Debenture shall, until paid, continue to bear interest
from the Redemption Date at the same rate as the rate borne by such
Debenture. The Company shall pay to the Holder of such Debenture the
additional amounts of interest arising from this paragraph at the same time
that it pays the Redemption Price.
If any Debenture which is to be redeemed only in part shall be
surrendered at any office or agency of the Company (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Debenture, of any authorized
denomination as requested by such Holder, in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the Debenture so
surrendered.
ARTICLE TWO
Form of the Debentures
Section 201. The Debentures are to be substantially in the following
form and shall include substantially the legend shown so long as the
Debentures are Global Securities:
(FORM OF FACE OF DEBENTURE)
No. R-1
$150,000,000
CUSIP No. 172070BT0
THE CINCINNATI GAS & ELECTRIC COMPANY
6.90% DEBENTURE DUE 2025
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC") to issuer or its
agent for registration of transfer, exchange, or payment and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THE CINCINNATI GAS & ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of the State of Ohio (herein called the "Company",
which term includes any successor Person under the Indenture hereafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of One Hundred Fifty Million and No/100
Dollars ($150,000,000) on June 1, 2025, and to pay interest thereon from June
1, 1995 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on June 1 and December 1 in each
year, commencing December 1, 1995, at the rate of 6.90% per annum, until the
principal hereof is paid or made available for payment. The amount of
interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15 or
November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the City of Cincinnati, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Any payment on this Security due on any day which is not a Business Day
in the City of New York need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
due date and no interest shall accrue for the period from and after such date.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly
executed.
THE CINCINNATI GAS & ELECTRIC COMPANY
By..............................
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIFTH THIRD BANK,
as Trustee
By.............................
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 15, 1995 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Fifth Third Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $150,000,000.
The Securities will not be redeemable at the option of the Company prior to
maturity and will not be subject to any sinking fund.
The Holder of this Security shall have the right, at such Holder's option,
exercisable on April 1, 2005 and thereafter until May 1, 2005, to require the
Company to redeem, and upon the exercise of such right in the manner set forth
hereinafter the Company shall redeem, all or any part of this Security that is
$1,000 or any integral multiple thereof, on June 1, 2005 (the "Redemption
Date") at a redemption price in cash equal to 100% of the principal amount of
this Security (the "Redemption Price"), together with accrued and unpaid
interest to the Redemption Date. To exercise this redemption right, the
Holder hereof shall deliver (i) to the Company and to the Trustee irrevocable
written notice of the Holder's election to exercise such right (the "Holder's
Notice") which shall set forth the name of the Holder, the amount hereof to be
redeemed and a statement that an election to exercise the redemption right is
being made thereby and (ii) to the Trustee this Security duly endorsed for
transfer to the Company if required by the Trustee or the Company. Securities
held by a securities depositary may be delivered in such other manner as may
be agreed to by such securities depositary and the Company and the Trustee.
Such written notice shall be irrevocable. If this Security is so surrendered
for redemption it shall, on the Redemption Date, become due and payable at the
Redemption Price, together with accrued and unpaid interest to the Redemption
Date.
If this Security is to be so redeemed only in part, the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder hereof without
service charge, a new Security of any authorized denomination as requested by
such Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion hereof so surrendered.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security upon compliance with certain conditions
set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 35% in
principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonably
satisfactory indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ARTICLE THREE
Original Issue of Debentures
Section 301. Debentures in the aggregate principal amount of
$150,000,000, may, upon execution of this First Supplemental Indenture, or
from time to time thereafter, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Debentures upon a Company Order without any further action by the
Company.
ARTICLE FOUR
Paying Agent and Security Registrar
Section 401. The Fifth Third Bank will be the Paying Agent and Security
Registrar for the Debentures.
ARTICLE FIVE
Sundry Provisions
Section 501. Except as otherwise expressly provided in this First
Supplemental Indenture or in the form of Debenture or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said
form of Debenture that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
Section 502. The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
__________________
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
THE CINCINNATI GAS & ELECTRIC COMPANY
By /s/ William L. Sheafer
William L. Sheafer
Treasurer
THE FIFTH THIRD BANK, as Trustee
By /s/ Brian J. Gardner
Brian J. Gardner
Assistant Vice President