THE CINCINNATI GAS & ELECTRIC COMPANY
and
THE BANK OF NEW YORK,
Trustee
_________
Thirty-seventh Supplemental Indenture
Dated as of October 14, 1996
__________________________________________
THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 14,
1996, between The Cincinnati Gas & Electric Company, a
corporation of the State of Ohio (the Company), and The Bank of
New York, a corporation of the State of New York, 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-six
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 or
correcting any defective 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-seventh Supplemental Indenture for the
purpose of curing an ambiguity or of curing or correcting a
defective provision in Section 3 of Article Eleven of the First
Mortgage as amended.
ARTICLE ONE
RESTATEMENT OF A PART OF SECTION 3 OF ARTICLE ELEVEN
SECTION 1. That part of the first paragraph of Section 3 of
Article Eleven of the First Mortgage as amended which precedes
subdivision (1) of said Section is hereby restated so as to read
as follows:
"So long as the Company is not in default under any of
the provisions of this Indenture, the Company may obtain the
release of any of the mortgaged and pledged property,
including, without limiting the generality of the foregoing,
the Company's gas property substantially as an entirety
(provided, however, that the electric property of the
Company shall not in any event be released substantially as
an entirety and, further, that prior xxxx xxxxx deposited
with the Trustee shall not be released except as provided in
Article Nine hereof), and the Trustee shall release the same
from the lien hereof upon the application of the Company and
receipt by the Trustee of"
ARTICLE TWO
MISCELLANEOUS
SECTION 1. The provisions of this Thirty-seventh
Supplemental Indenture shall become effective immediately upon
the execution and delivery hereof. From and after such time this
Thirty-seventh 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-seventh 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-seventh Supplemental
Indenture in the same manner as though set out herein at length.
All representations and recitals contained in this Thirty-
seventh 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-seventh
Supplemental Indenture shall, respectively, have the meanings set
forth in such Article.
SECTION 3. This Thirty-seventh 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 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 and its
corporate seal to be hereunto affixed and attested by an
Assistant Treasurer, as of the day and year first above written.
THE CINCINNATI GAS & ELECTRIC COMPANY,
By ___________________________________
Treasurer
(Seal)
Attest: _______________________
Assistant Secretary
Signed and acknowledged in our presence on behalf of
THE CINCINNATI GAS & ELECTRIC COMPANY
______________________________________
______________________________________
THE BANK OF NEW YORK,
By______________________________
Vice President
(Seal)
Attest: _______________________
Assistant Vice President
Signed and acknowledged in our presence on behalf of
THE BANK OF NEW YORK
______________________________________
______________________________________
STATE OF OHIO )
) ss.:
COUNTY OF XXXXXXXX )
On this 14th day of October, 1996, XXXXXXX X. XXXXXXX and
XXXXXX X. XXXXXXXXX came before me and acknowledged that they signed
and sealed this instrument as Treasurer and Assistant Secretary,
respectively, of THE CINCINNATI GAS & ELECTRIC COMPANY and that the
same were free acts; and such Treasurer, being duly sworn, said
that he resides in Xxxxxxxx County, Ohio, that he is the
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.
(Seal)
________________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this _____ day of ____________, 1996, XXXX XXXX
XXXXXXXXX and XXXXXXX XXXXXXXXXXX came before me and acknowledged that
they signed and sealed this instrument as Vice President and
Assistant Vice President, respectively, of THE BANK OF NEW YORK and
that the same were free acts; and such Vice President, being duly
sworn, said that she resides in Point Pleasant, New Jersey, that
she is a Vice President 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.
(Seal)
__________________________________________
This instrument was prepared by
_________________________________________
Xxxxxx X. Xxxxxxxxx, Esq.
P. O. Xxx 000
Xxxxxxxxxx, XX 00000
