Exhibit 4-VVV

LOAN
AGREEMENT

between

OHIO
AIR QUALITY DEVELOPMENT AUTHORITY

and

THE
CINCINNATI GAS & ELECTRIC COMPANY

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$84,000,000
State of Ohio
Air Quality Development Revenue Refunding Bonds
2002 Series A
(The Cincinnati Gas & Electric Company Project)

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Dated

as
of

September 1,
2002

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INDEX

(This Index is not a part of the Agreement
but rather is for convenience of reference only.)

|                                                                                                                |  |                                                                                                   |  | Page
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ----
|Preambles                                                                                                       |  | 1                                                                                                
|ARTICLE I
DEFINITIONS                                                                                          
|Section 1.1                                                                                                     |  | Use of Defined Terms                                                                              |  | 1   
|Section 1.2                                                                                                     |  | Definitions                                                                                       |  | 1   
|Section 1.3                                                                                                     |  | Interpretation                                                                                    |  | 5   
|Section 1.4                                                                                                     |  | Captions and Headings                                                                             |  | 5   
|ARTICLE II
REPRESENTATIONS                                                                                     
|Section 2.1                                                                                                     |  | Representations of the Authority                                                                  |  | 6   
|Section 2.2                                                                                                     |  | No Warranty by Authority of Condition or Suitability of the Project                               |  | 6   
|Section 2.3                                                                                                     |  | Representations and Covenants of the Company                                                      |  | 6   
|ARTICLE III
COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS                                                   
|Section 3.1                                                                                                     |  | Acquisition, Construction and Installation                                                        |  | 9   
|Section 3.2                                                                                                     |  | Project Description                                                                               |  | 9   
|Section 3.3                                                                                                     |  | Issuance of the Bonds; Application of Proceeds                                                    |  | 9   
|Section 3.4                                                                                                     |  | Investment of Fund Moneys                                                                         |  | 10  
|Section 3.5                                                                                                     |  | Rebate Fund                                                                                       |  | 10  
|ARTICLE IV
LOAN BY AUTHORITY; LOAN PAYMENTS;
ADDITIONAL PAYMENTS; BOND INSURANCE POLICY; AND LIQUIDITY FACILITY
|Section 4.1                                                                                                     |  | Loan Repayment                                                                                    |  | 11  
|Section 4.2                                                                                                     |  | Additional Payment                                                                                |  | 11  
|Section 4.3                                                                                                     |  | Place of Payments                                                                                 |  | 12  
|Section 4.4                                                                                                     |  | Obligations Unconditional                                                                         |  | 12  
|Section 4.5                                                                                                     |  | Assignment of Revenues and Agreement                                                              |  | 12  
|Section 4.6                                                                                                     |  | Bond Insurance Policy; Liquidity Facility; Cancellation                                           |  | 12  
|Section 4.7                                                                                                     |  | Company's Option to Elect Rate Periods; Changes in the Auction Date and Length of Auction Periods |  | 12  
|Section 4.8                                                                                                     |  | Company's Obligation to Purchase Bonds                                                            |  | 12  
|ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS                                                                  
|Section 5.1                                                                                                     |  | Right of Inspection                                                                               |  | 13  
|Section 5.2                                                                                                     |  | Maintenance                                                                                       |  | 13  
|Section 5.3                                                                                                     |  | Removal of Portions of the Project Facilities                                                     |  | 13  
|Section 5.4                                                                                                     |  | Operation of Project Facilities                                                                   |  | 13  
|Section 5.5                                                                                                     |  | Insurance                                                                                         |  | 13  

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|Section 5.6                                                          |  | Workers' Compensation Coverage                                                                                   |  | 14 
|-------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ---
|Section 5.7                                                          |  | Damage; Destruction and Eminent Domain                                                                           |  | 14 
|Section 5.8                                                          |  | Company to Maintain its Corporate Existence;
Conditions Under Which Exceptions Permitted                         |  | 14 
|Section 5.9                                                          |  | Indemnification                                                                                                  |  | 14 
|Section 5.10                                                         |  | Company Not to Adversely Affect Exclusion of Interest on
Bonds From Gross Income For Federal Income Tax Purposes |  | 15 
|Section 5.11                                                         |  | Ownership of Project; Use of Project                                                                             |  | 15 
|Section 5.12                                                         |  | Assignment of Agreement in Whole or in Part by Company                                                           |  | 15 
|Section 5.13                                                         |  | Assignment of Agreement in Whole by Company (Novation)                                                           |  | 16 
|ARTICLE VI
REDEMPTION                                               
|Section 6.1                                                          |  | Optional Redemption                                                                                              |  | 17 
|Section 6.2                                                          |  | Extraordinary Optional Redemption                                                                                |  | 17 
|Section 6.3                                                          |  | Mandatory Redemption                                                                                             |  | 18 
|Section 6.4                                                          |  | Notice of Redemption                                                                                             |  | 18 
|Section 6.5                                                          |  | Actions by Authority                                                                                             |  | 18 
|ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES                          
|Section 7.1                                                          |  | Events of Default                                                                                                |  | 19 
|Section 7.2                                                          |  | Remedies on Default                                                                                              |  | 20 
|Section 7.3                                                          |  | No Remedy Exclusive                                                                                              |  | 20 
|Section 7.4                                                          |  | Agreement to Pay Attorneys' Fees and Expenses                                                                    |  | 20 
|Section 7.5                                                          |  | No Waiver                                                                                                        |  | 20 
|Section 7.6                                                          |  | Notice of Default                                                                                                |  | 20 
|ARTICLE VIII
MISCELLANEOUS                                          
|Section 8.1                                                          |  | Term of Agreement                                                                                                |  | 21 
|Section 8.2                                                          |  | Amounts Remaining in Funds                                                                                       |  | 21 
|Section 8.3                                                          |  | Notices                                                                                                          |  | 21 
|Section 8.4                                                          |  | Extent of Covenants of the Authority; No Personal Liability                                                      |  | 21 
|Section 8.5                                                          |  | Binding Effect                                                                                                   |  | 21 
|Section 8.6                                                          |  | Amendments and Supplements                                                                                       |  | 21 
|Section 8.7                                                          |  | [Reserved]                                                                                                       |  | 22 
|Section 8.8                                                          |  | Continuing Disclosure                                                                                            |  | 22 
|Section 8.9                                                          |  | Execution Counterparts                                                                                           |  | 22 
|Section 8.10                                                         |  | Severability                                                                                                     |  | 22 
|Section 8.11                                                         |  | Governing Law                                                                                                    |  | 22 
|Signatures                                                           |  | 23                                                                                                              
|Exhibit ADESCRIPTION OF AIR QUALITY FACILITIES AT WILLIAM H. ZIMMER |  |                                                                                                                 
|                                                                     |  | ELECTRIC GENERATING STATION                                                                                      |  | A-1

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LOAN AGREEMENT

THIS
LOAN AGREEMENT is made and entered into as of September 1, 2002 between the OHIO AIR QUALITY DEVELOPMENT AUTHORITY (the "Authority"), a body politic and corporate organized
and existing under the laws of the State of Ohio, and THE CINCINNATI GAS & ELECTRIC COMPANY (the "Company"), a public utility and corporation duly organized and validly existing under the laws
of the State of Ohio. Capitalized terms used in the following recitals are used as defined in Article I of this Agreement.

Pursuant
to Section 13 of Article VIII of the Ohio Constitution and the Act, the Authority has determined to issue, sell and deliver the Bonds and to lend the proceeds
derived from the sale thereof to the Company to assist in the refunding of the Refunded Bonds as defined below. The Refunded Bonds were originally issued to assist the Company in the financing of its
portion of the costs of the Project as defined below.

The
Company and the Authority each have full right and lawful authority to enter into this Agreement and to perform and observe the provisions hereof on their respective parts to be
performed and observed.

NOW
THEREFORE, in consideration of the premises and the mutual representations and agreements hereinafter contained, the Authority and the Company agree as follows (provided that any
obligation of the Authority or the State created by or arising out of this Agreement shall never constitute a general debt of the Authority or the State or give rise to any pecuniary liability of the
Authority or the State but shall be payable solely out of Revenues, including the Loan Payments made pursuant hereto):

ARTICLE I
DEFINITIONS

Section 1.1.Use of Defined Terms.In addition to the words and terms defined elsewhere in this Agreement
or by reference to another document, the words and terms set forth in Section 1.2 hereof shall have the meanings set forth therein unless the context or use clearly indicates another meaning or
intent. Such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms defined therein.

Section 1.2.Definitions.As used herein:

"Act"
means Chapter 3706, Ohio Revised Code, as enacted and amended from time to time pursuant to Section 13 of Article VIII of the Ohio Constitution.

"Additional
Payments" means the amounts required to be paid by the Company pursuant to the provisions of Section 4.2 hereof.

"Administration
Expenses" means the compensation (which compensation shall not be greater than that typically charged in similar circumstances) and reimbursement of reasonable expenses
and advances payable to the Trustee, the Registrar, the Remarketing Agent, the Broker-Dealer, the Auction Agent, any Paying Agent and any Authenticating Agent.

"Agreement"
means this Loan Agreement, as amended or supplemented from time to time.

"Air
Quality Facility" or "Air Quality Facilities" means those facilities which are air quality facilities as defined in Section 3706.01, Ohio Revised Code.

"Auction
Agent" means an Auction Agent as defined in the Indenture.

"Authenticating
Agent" means the Authenticating Agent as defined in the Indenture.

"Authority
Fee" means the aggregate fee of $262,500 due to the Authority from the Company in connection with the issuance of the Bonds hereunder.

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"Authorized
Company Representative" means the Authorized Company Representative as defined in the Indenture.

"Authorized
Denominations" means Authorized Denominations as defined in the Indenture.

"Bond
Fund" means the Bond Fund created in the Indenture.

"Bond
Insurance Policy" means the Bond Insurance Policy as defined in the Indenture.

"Bond
Insurer" means the Bond Insurer as defined in the Indenture.

"Bond
Purchase Fund" means the Bond Purchase Fund as defined in the Indenture.

"Bond
Resolution" means the resolution of the Authority providing for the issuance of the Bonds and approving this Agreement, the Indenture and related matters, as amended or
supplemented from time to time.

"Bond
Service Charges" means, for any period or time, the principal of, premium, if any, and interest due on the Bonds for that period or payable at that time whether due at maturity or
upon acceleration or redemption or otherwise.

"Bonds"
means the $84,000,000 Air Quality Development Revenue Refunding Bonds, 2002 Series A (The Cincinnati Gas & Electric Company Project), issued by the Authority
pursuant to the Bond Resolution and the Indenture.

"Bonds
Outstanding" or "Outstanding Bonds" means Outstanding Bonds as defined in the Indenture.

"Code"
means the Internal Revenue Code of 1986, as amended from time to time. References to the Code and Sections of the Code include relevant applicable regulations and proposed
regulations thereunder and under the Internal Revenue Code of 1954, as amended, and any successor provisions to
those Sections, regulations or proposed regulations and, in addition, all applicable official rulings and judicial determinations under the foregoing applicable to the Bonds.

"Continuing
Disclosure Agreement" means the Continuing Disclosure Agreement as defined in the Indenture.

"Conversion
Date" means the Conversion Date as defined in the Indenture.

"Eligible
Investments" means Eligible Investments as defined in the Indenture.

"Engineer"
means an engineer (who may be an employee of the Company) or engineering firm qualified to practice the profession of engineering under the laws of the State and who or which
is acceptable to the Trustee.

"EPA"
means the Environmental Protection Agency of the State and any successor body, agency, commission or department.

"Event
of Default" means any of the events described as an Event of Default in Section 7.1 hereof.

"Force
Majeure" means any of the causes, circumstances or events described as constituting Force Majeure in Section 7.1 hereof.

"Government
Obligations" means Government Obligations as defined in the Indenture.

"Holder"
or "Holder of a Bond" means the Person in whose name a Bond is registered on the Register.

"Indenture"
means the Trust Indenture, dated as of the same date as this Agreement, between the Authority and the Trustee, as amended or supplemented from time to time.

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"Insurance
Agreement" means the Insurance Agreement between the Company and the Bond Insurer, as amended or supplemented from time to time.

"Interest
Rate for Advances" means the interest rate per year payable on the Bonds.

"Investment
Grade Rating" means a long-term debt rating by a Rating Agency that is included in one of the four highest debt rating categories of the Rating Agency, provided
that such rating categories shall mean generic categories and without regard to or other qualifications of ratings within each such generic rating category such as "+", "", "1", "2" or
"3".

"Issuance
Costs" means those costs relating to the issuance of the Bonds as that term is used in Section 147(g) of the Code, including financial, legal, accounting and printing
fees, charges and expenses, underwriting fees, the Authority Fee, initial acceptance fees of the Trustee, any Authenticating Agent, the Registrar and any Paying Agent, and all other such fees, charges
and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds.

"Liquidity
Facility" means a Liquidity Facility as defined in the Indenture.

"Liquidity
Facility Issuer" means a Liquidity Facility Issuer as defined in the Indenture.

"Loan"
means the loan by the Authority to the Company of the proceeds received from the sale of the Bonds.

"Loan
Payment Date" means any date on which any Bond Service Charges are due and payable.

"Loan
Payments" means the amounts required to be paid by the Company in repayment of the Loan pursuant to Section 4.1 hereof.

"1954
Code" means the Internal Revenue Code of 1954 as amended from time to time through the date of enactment of the Code. References to the 1954 Code and Sections of the 1954 Code
include relevant applicable regulations (including temporary regulations) and proposed regulations thereunder and any successor provisions to those Sections, regulations or proposed regulations.

"Notice
Address" means:

| |  | (a) As to the Authority: |  | Ohio Air Quality Development Authority
1901 LeVeque Tower
50 West Broad Street
Columbus, Ohio 43215
Attention: Executive Director
| |  | ------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------
| |  | (b) As to the Company:   |  | The Cincinnati Gas & Electric Company
24th Floor Atrium II
139 East Fourth Street
Cincinnati, Ohio 45202
Attention: Treasurer    
| |  | (c) As to the Trustee:   |  | Fifth Third Bank
38 Fountain Square Plaza
Mail Drop 10AT60
Cincinnati, Ohio 45263
Attention: Corporate Trust Administration      

or
such additional or different address, notice of which is given under Section 8.3 hereof.

"Opinion
of Bond Counsel" means a written opinion of nationally recognized bond counsel selected by the Company and acceptable to the Trustee who is experienced in matters relating to
the

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exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions. Bond Counsel may be counsel to the Trustee or the Company.

"Original
Purchaser" means the Original Purchaser as defined in the Indenture.

"Paying
Agent" means the Paying Agent as defined in the Indenture.

"Person"
or words importing persons mean firms, associations, partnerships (including without limitation, general and limited partnerships), limited liability entities, joint ventures,
societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons.

"Plant"
means the William H. Zimmer Electric Generating Station.

"Prior
Bonds" means, collectively, the Refunded Bonds and the $84,000,000 State of Ohio Pollution Control Revenue Bonds, 1985 Series (The Cincinnati Gas & Electric Company
Project).

"Project"
or "Project Facilities" means the real, personal or real and personal property, including undivided or other interests therein, identified in the Project Description.

"Project
Description" means the description of the Project Facilities attached hereto as Exhibit A, as the same may be amended in accordance with this Agreement.

"Project
Purposes" means the purposes of Air Quality Facilities as described in the Act and as particularly described in Exhibit A hereto.

"Project
Site" means the William H. Zimmer Electric Generating Station in Clermont County, Ohio.

"Rate
Period" means a Rate Period as defined in the Indenture.

"Rating
Agency" means Moody's and S&P, as each of these terms are defined in the Indenture.

"Rebate
Fund" means the Rebate Fund created in the Indenture.

"Refunded
Bonds" means, collectively, the $42,000,000 State of Ohio Customized Purchase Revenue Bonds, 1985 Series A (The Cincinnati Gas & Electric Company Project) dated
December 12, 1985 and the $42,000,000 State of Ohio Customized Purchase Revenue Bonds, 1985 Series B (The Cincinnati Gas & Electric Company Project) dated December 12,
1985.

"Refunded
Bonds Indenture" means, collectively, the respective Amended and Restated Trust Indentures for the Refunded Bonds between the Authority and the Refunded Bonds Trustee, each
dated as of December 1, 1985.

"Refunded
Bonds Loan Agreement" mean, collectively, the respective Loan Agreements between the Authority and the Company, each dated as of December 1, 1985 and entered into in
connection with the Refunded Bonds.

"Refunded
Bonds Trustee" means Fifth Third Bank, as trustee under the Refunded Bonds Indenture.

"Refunding
Fund" means the Refunding Fund created in the Indenture.

"Register"
means the books kept and maintained for the registration and transfer of Bonds pursuant to Section 3.05 of the Indenture.

"Registrar"
means the Registrar as defined in the Indenture.

"Remarketing
Agent" means the Remarketing Agent as defined in the Indenture.

"Restructuring
Transaction" means the sale or transfer by the Company of some or all of its electric generating facilities and associated assets and liabilities, which sale or transfer
includes the

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Plant, to an entity or entities organized and existing under the laws of one of the states of the United States of America, the District of Columbia or under the laws of the United States of America
and qualified to do business in the State (the "GenCo") if such transfer or sale is, in the sole discretion of the Company, necessary or desirable in order to permit the Company or an affiliate of the
Company to provide retail electric service in the State or to comply with any law of the State relating to electric utility restructuring.

"Revenues"
means (a) the Loan Payments, (b) all other moneys received or to be received by the Authority (excluding the Authority Fee) or the Trustee in respect of
repayment of the Loan, including without limitation, all moneys and investments in the Bond Fund, (c) any moneys and investments in the Refunding Fund, and (d) all income and profit from
the investment of the foregoing moneys. The term "Revenues" does not include any moneys or investments in the Rebate Fund or the Bond Purchase Fund.

"State"
means the State of Ohio.

"Term
Rate Period" means a Term Rate Period as defined in the Indenture.

"Trustee"
means Fifth Third Bank, Cincinnati, Ohio, a bank duly organized and validly existing under the laws of the State and duly authorized to exercise corporate trust powers in the
State, until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Trustee" shall mean the successor Trustee. "Principal Office" of the
Trustee shall mean a corporate trust office of the Trustee, which office at the date of issuance of the Bonds is located at its Notice Address.

"Unassigned
Authority Rights" means all of the rights of the Authority to receive Additional Payments under Section 4.2 hereof, to inspection pursuant to Section 5.1
hereof, to be held harmless and indemnified under Section 5.9 hereof, to be reimbursed for attorney's fees and expenses under Section 7.4 hereof and to give or withhold consent to
amendments, changes, modifications, alterations and termination of this Agreement under Section 8.6 hereof and its right to enforce such rights.

"Variable
Rate" means a Variable Rate as defined in the Indenture.

Section 1.3.Interpretation.Any reference herein to the State, to the Authority or to any member or
officer of either includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.

Any
reference to a section or provision of the Constitution of the State or the Act, or to a section, provision or chapter of the Ohio Revised Code, or to any statute of the United
States of America, includes that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision,
supplement or superseding section, provision or chapter shall be applicable solely by reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the
Authority, the State, the Holders, the Trustee, the Registrar, an Auction Agent, an Authenticating Agent, a Paying Agent, the Bond Insurer, the Remarketing Agent, or the Company under this Agreement,
the Indenture or the Bonds.

Unless
the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms "hereof", "hereby", "herein", "hereto", "hereunder" and
similar terms refer to this Agreement; and the term "hereafter" means after, and the term "heretofore" means before, the date of delivery of the Bonds. Words of any gender include the correlative
words of the other genders, unless the sense indicates otherwise.

Section 1.4.Captions and Headings.The captions and headings in this Agreement are used solely for
convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs or subparagraphs or clauses hereof.

(End
of Article I)

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ARTICLE II
REPRESENTATIONS

Section 2.1.Representations of the Authority.The Authority represents that: (a) it is a body
politic and corporate duly organized and validly existing under the laws of the State; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and
delivery of the Bonds and the execution and delivery of this Agreement and the Indenture; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would
impair its ability to carry out its obligations contained in this Agreement or the Indenture; (d) it is empowered to enter into the transactions contemplated by this Agreement and the
Indenture; (e) it has duly authorized the execution, delivery and performance of this Agreement and the Indenture; (f) it will do all things in its power in order to maintain its
existence or assure the assumption of its obligations under this Agreement and the Indenture by any successor public body; and (g) following reasonable notice, a public hearing was held on
August 6, 2002 with respect to the issuance of the Bonds as required by Section 147(f) of the Code.

Section 2.2.No Warranty by Authority of Condition or Suitability of the Project.The Authority makes no
warranty, either express or implied, as to the suitability or utilization of the Project for the Project Purposes, or as to the condition of the Project or that the Project is or will be suitable for
the Company's purposes or needs.

Section 2.3.Representations and Covenants of the Company.The Company represents that:



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ARTICLE III

COMPLETION
OF THE PROJECT;
ISSUANCE OF THE BONDS

Section 3.1.Acquisition, Construction and Installation.The Company represents that it and the other
public utility companies which own undivided interests in the Project Facilities with the Company as tenants-in-common have caused the Project Facilities to be acquired,
constructed and installed on the Project Site, substantially in accordance with the Project Description and in conformance with all applicable zoning, planning, building and other similar regulations
of all governmental authorities having jurisdiction over the Project and all permits, variances and orders issued in respect of the Project by EPA, and that the proceeds derived from the Refunded
Bonds, including any investment thereof, were expended in accordance with the Refunded Bonds Indenture and the Refunded Bonds Loan Agreement.

Section 3.2.Project Description.The Project Description may be changed from time to time by, or with
the consent of, the Company provided that any such change shall also be filed with the Authority and provided further that no change in the Project Description shall materially change the function of
the Project Facilities unless the Trustee shall have received (i) an Engineer's certificate that such changes will not impair the significance or character of the Project Facilities as Air
Quality Facilities and (ii) an Opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such amendment will not adversely affect the exclusion of interest on the
Bonds from gross income for federal income tax purposes.

Section 3.3.Issuance of Bonds; Application of Proceeds.To provide funds to make the Loan to the Company
to assist the Company in the refunding of the Refunded Bonds, the Authority will issue, sell and deliver the Bonds to the Original Purchaser. The Bonds will be issued pursuant to the Indenture in the
aggregate principal amount, will bear interest, will mature and will be subject to redemption as set forth therein. The Company hereby approves the terms and conditions of the Indenture and the Bonds,
and the terms and conditions under which the Bonds will be issued, sold and delivered.

The
Company hereby requests that the Authority notify the Refunded Bonds Trustee pursuant to the Refunded Bonds Indenture, that the entire outstanding principal amount of the Refunded
Bonds is to be redeemed and paid on October 7, 2002 (such date of redemption and payment is hereinafter referred to as the "Redemption Date"), at a redemption price of 100% of the principal
amount thereof, plus interest accrued to the Redemption Date. The Company acknowledges that the proceeds of the Bonds (including any interest income thereon) may be insufficient to pay the full costs
of refunding the Refunded Bonds and that the Authority has made no representation or warranty with respect to the sufficiency thereof. The Company further acknowledges that it is (and will remain
after the issuance of the Bonds) obligated to, and hereby confirms that it will, pay all costs of the refunding and redemption of the Refunded Bonds.

The
proceeds from the sale of the Bonds (other than any accrued interest) shall be loaned to the Company to assist the Company in refunding the Refunded Bonds and shall be deposited in
the Refunding Fund and disbursed as follows: those sale proceeds will be deposited in the Principal Account of the Refunding Fund (as created and defined in the Indenture), and on the Redemption Date
all moneys on deposit in the Principal Account of the Refunding Fund, together with all moneys on deposit in the Interest Account up to, but not exceeding, the principal and interest due on the
Refunded Bonds on the Redemption Date (and, if such moneys are insufficient for such purpose, together with any other moneys delivered by the Company for such purpose to the Trustee, in its capacity
as the Refunded Bonds Trustee under the Refunded Bonds Indenture) shall be applied by the Trustee, in its capacity as Refunded Bonds Trustee, to reimburse the Bank (as defined in the Refunded

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Bonds Indenture) for the Trustee's draws on the Letter of Credit (as defined in the Refunded Bonds Indenture and in its capacity as Refunded Bonds Trustee) for the payment of principal of and
interest on the Refunded Bonds on the Redemption Date.

Any
amounts remaining in the Interest Account after the redemption of all of the Refunded Bonds shall be disbursed by the Trustee to the Company upon the written request of the
Authorized Company Representative solely for the purpose of paying, or to reimburse the Company for its payment of, Issuance Costs in an aggregate amount that does not exceed 2% of the proceeds of the
Bonds, computed for this purpose as the issue price of the Bonds less any accrued interest included therein.

Pending
disbursement pursuant to this Section, the proceeds so deposited in the Refunding Fund, together with any investment earnings thereon, shall constitute a part of the Revenues
assigned by the Authority to the Trustee for the payment of Bond Service Charges. All investment earnings shall be credited to the Interest Account of the Refunding Fund. Any accrued interest shall be
deposited in the Bond Fund.

Section 3.4.Investment of Fund Moneys.At the oral (confirmed promptly in writing) or written request of
the Company, any moneys held as part of the Bond Fund or the Rebate Fund shall be invested or reinvested by the Trustee in Eligible Investments; provided, that such moneys shall be invested or
reinvested by the Trustee only in Eligible Investments which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the date upon
which the moneys so invested are needed to make payments from those Funds. The Authority and the Company
each hereby covenants that it will restrict that investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary so that the Bonds
will not constitute arbitrage bonds under Section 148 of the Code.

The
Company shall provide the Authority with, and the Authority may base its certificate and statement, each as authorized by the Bond Resolution, on a certificate of an appropriate
officer, employee or agent of or consultant to the Company for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable expectations of the Company on the date of
delivery of and payment for the Bonds regarding the amount and use of the proceeds of the Bonds and the facts, estimates and circumstances on which those expectations are based.

Section 3.5.Rebate Fund.To the extent required by Section 5.09 of the Indenture, within five
days after the end of the fifth Bond Year (as defined in the Indenture) and every fifth Bond Year thereafter, and within five days after payment in full of all outstanding Bonds, the Company shall
calculate the amount of Excess Earnings (as defined in the Indenture) as of the end of that Bond Year or the date of such payment and shall notify the Trustee of that amount. If the amount then on
deposit in the Rebate Fund created under the Indenture is less than the amount of Excess Earnings (computed by taking into account the amount or amounts, if any, previously paid to the United States
pursuant to Section 5.09 of the Indenture and this Section), the Company shall, within five days after the date of the aforesaid calculation, pay to the Trustee for deposit in the Rebate Fund
an amount sufficient to cause the Rebate Fund to contain an amount equal to the Excess Earnings. The obligation of the Company to make such payments shall remain in effect and be binding upon the
Company notwithstanding the release and discharge of the Indenture. The Company shall obtain and keep such records of the computations made pursuant to this Section as are required under
Section 148(f) of the Code.

(End
of Article III)

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ARTICLE IV

LOAN
BY AUTHORITY; LOAN PAYMENTS;
ADDITIONAL PAYMENTS; BOND INSURANCE; AND LIQUIDITY FACILITY

Section 4.1.Loan Repayment.Upon the terms and conditions of this Agreement, the Authority agrees to
make the Loan to the Company. The proceeds of the Loan shall be deposited with the Trustee pursuant to Section 3.3 hereof. In consideration of and in repayment of the Loan, the Company shall
make, as Loan Payments, to the Trustee for the account of the Authority, payments which correspond, as to time, and are equal in amount, to the Bond Service Charges payable on the Bonds. All Loan
Payments received by the Trustee shall be held and disbursed in accordance with the provisions of the Indenture and this Agreement for application to the payment of Bond Service Charges.

The
Company shall be entitled to a credit against the Loan Payments required to be made on any Loan Payment Date to the extent that the balance of the Bond Fund is then in excess of
amounts required (a) for the payment of Bonds theretofore matured or theretofore called for redemption, or to be called for redemption pursuant to Section 6.1 hereof (b) for the
payment of interest for which checks or drafts have been drawn and mailed by the Trustee or Paying Agent, and (c) to be deposited in the Bond Fund by the Indenture for use other than for the
payment of Bond Service Charges due on that Loan Payment Date.

The
Company's obligation to make Loan Payments shall be reduced to the extent of any payments made by the Bond Insurer to the Trustee in respect of the principal of, premium, if any, or
interest on the Bonds when due pursuant to the Bond Insurance Policy, provided, that the Bond Insurer has been reimbursed for such payments in accordance with the terms of the Insurance Agreement.

Except
for such interest of the Company as may hereafter arise pursuant to Section 8.2 hereof or Sections 5.07 or 5.08 of the Indenture, the Company and the Authority each
acknowledge that neither the Company, the State nor the Authority has any interest in the Bond Fund or the Bond Purchase Fund, and any moneys deposited therein shall be in the custody of and held by
the Trustee in trust for the benefit of the Holders.

Section 4.2.Additional Payments.The Company shall pay to the Authority, the Authority Fee and, as
Additional Payments hereunder, any and all costs and expenses incurred or to be paid by the Authority in connection with the issuance and delivery of the Bonds or otherwise related to actions taken by
the Authority under this Agreement or the Indenture.

The
Company shall pay the Administration Expenses to the Trustee, the Registrar, the Remarketing Agent, the Auction Agent, and any Paying Agent or Authenticating Agent, as appropriate,
as Additional Payments hereunder.

The
Company may, without creating a default hereunder, contest in good faith the reasonableness of any such cost or expense incurred or to be paid by the Authority and any Administration
Expenses claimed to be due to the Trustee, the Registrar, the Auction Agent, the Remarketing Agent, any Paying Agent or any Authenticating Agent.

In
the event the Company should fail to pay any Loan Payments, Additional Payments or Administration Expenses when due, the payment in default shall continue as an obligation of the
Company until the amount in default shall have been fully paid together with interest thereon during the default period at the Interest Rate for Advances.

Section 4.3.Place of Payments.The Company shall make all Loan Payments directly to the Trustee at its
Principal Office. Additional Payments shall be made directly to the person or entity to whom or to which they are due.

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Section 4.4.Obligations Unconditional.The obligations of the Company to make Loan Payments, Additional
Payments and any payments required of the Company under Section 5.09 of the Indenture shall be absolute and unconditional, and the Company shall make such payments without abatement, diminution
or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off, recoupment or counterclaim which the Company may have or assert
against the Authority, the Trustee, the Registrar, the Remarketing Agent, the Auction Agent, the Paying Agent or any other Person.

Section 4.5.Assignment of Revenues and Agreement.To secure the payment of Bond Service Charges, the
Authority shall, by the Indenture, (a) absolutely and irrevocably assign to the Trustee, its successors in trust and its and their assigns forever, all of the Authority's rights and remedies
under this Agreement (except for the Unassigned Authority Rights), and (b) grant a security interest to the Trustee, its successors in trust and its and their assigns forever, in all of its
rights to and interest in the Revenues including, without limitation, all Loan Payments and other amounts receivable by or on behalf of the Authority under the Agreement in respect of repayment of the
Loan. The Company hereby agrees and consents to those assignments and that grant of a security interest.

Section 4.6.Bond Insurance Policy; Liquidity Facility; Cancellation.(a) The Company agrees to
provide for the payment of the principal of and interest on the Bonds by causing the Bond Insurance Policy to be delivered to the Trustee on the date of the delivery of the Bonds.

(b)  The
Company may provide for the delivery of a Liquidity Facility.

(c)  The
Company may cancel any Liquidity Facility then in effect at such time and direct the Trustee in writing to surrender such Liquidity Facility to the Liquidity
Facility Issuer by which it was issued in accordance with the Indenture; provided, that no such cancellation shall become effective and no such surrender shall take place until all Bonds subject to
purchase pursuant to Section 4.07(d) of the Indenture have been so purchased or redeemed with the proceeds of such Liquidity Facility.

Section 4.7.Company's Option to Elect Rate Period; Changes in the Auction Date and Length of Auction
Periods.The Company shall have, and is hereby granted, the option to elect to convert on any Conversion Date the interest rate borne by the Bonds to another
Variable Rate, or to return to the Auction Rate, to be effective for a Rate Period pursuant to the provisions of Article II of the Indenture and subject to the terms and conditions set forth
therein. The Company shall also have the option to direct the change of Auction Dates and/or the length of Auction Rate Periods (as such terms are defined in the Indenture) in accordance with the
Indenture. To exercise such options, the Company shall give the written notice required by the Indenture.

Section 4.8.Company's Obligation to Purchase Bonds.The Company hereby agrees to pay or cause to be paid
to the Trustee or the Paying Agent, on or before each day on which Bonds may be or are required to be tendered for purchase, amounts equal to the amounts to be paid by the Trustee or the Paying Agent
with respect to the Bonds tendered for purchase on such dates pursuant to Article IV of the Indenture; provided, however, that the obligation of the Company to make any such payment under this
Section shall be reduced by the amount of (A) moneys paid by the Remarketing Agent as proceeds of the remarketing of such Bonds by the Remarketing Agent, (B) moneys drawn under a
Liquidity Facility, if any, for the purpose of paying such purchase price and (C) other moneys made available by the Company, as set forth in Section 4.08(b)(ii) of the Indenture.

(End
of Article IV)

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ARTICLE V

ADDITIONAL
AGREEMENTS AND COVENANTS

Section 5.1.Right of Inspection.The Company agrees that, subject to reasonable security and safety
regulations and to reasonable requirements as to notice, the Authority and the Trustee and their or any of their respective duly authorized agents shall have the right at all reasonable times to enter
upon the Project Site to examine and inspect the Project.

Section 5.2.Maintenance.The Company shall use its best efforts to keep and maintain the Project
Facilities, including all appurtenances thereto and any personal property therein or thereon, in good repair and good operating condition so that the Project Facilities will continue to constitute Air
Quality Facilities, for the purposes of the operation thereof as required by Section 5.4 hereof.

So
long as such shall not be in violation of the Act or impair the character of the Project Facilities as Air Quality Facilities, and provided there is continued compliance with
applicable laws and regulations of governmental entities having jurisdiction thereof, the Company shall have the right to remodel the Project Facilities or make additions, modifications and
improvements thereto, from time to time as it, in its discretion, may deem to be desirable for its uses and purposes, the cost of which remodeling, additions, modifications and improvements shall be
paid by the Company and the same shall, when made, become a part of the Project Facilities.

Section 5.3.Removal of Portions of the Project Facilities.The Company shall not be under any obligation
to renew, repair or replace any inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary portions of the Project Facilities, except that, subject to Section 5.4 hereof, it will
use its best efforts to ensure the continued character of the Project Facilities as Air Quality Facilities. The Company shall have the right from time to time to substitute personal property or
fixtures for any portions of the Project Facilities, provided that the personal property or fixtures so substituted shall not impair the character of the Project Facilities as Air Quality Facilities.
Any such substituted property or fixtures shall, when so substituted, become a part of the Project Facilities. The Company shall also have the right to remove any portion of the Project Facilities,
without substitution therefor; provided, that the Company shall deliver to the Trustee a certificate signed by an Engineer describing said portion of the Project Facilities and stating that the
removal of such property or fixtures will not impair the character of the Project Facilities as Air Quality Facilities.

Section 5.4.Operation of Project Facilities.The Company will, subject to its obligations and rights to
maintain, repair or remove portions of the Project Facilities, as provided in Sections 5.2 and 5.3 hereof, use its best efforts to continue operation of the Project Facilities so long as and to the
extent that operation thereof is required to comply with laws or regulations of governmental entities having jurisdiction thereof or unless the Authority shall have approved the discontinuance of such
operation (which approval shall not be unreasonably withheld). The Company agrees that it will, within the design capacities thereof, use its best efforts to operate and maintain the Project
Facilities in accordance with all applicable, valid and enforceable rules and regulations of governmental entities having jurisdiction thereof; provided, that the Company reserves the right to contest
in good faith any such laws or regulations.

Nothing
in this Agreement shall prevent or restrict the Company, in its sole discretion, at any time, from discontinuing or suspending either permanently or temporarily its use of any
facility of the Company served by the Project Facilities and in the event such discontinuance or suspension shall render unnecessary the continued operation of the Project Facilities, the Company
shall have the right to discontinue the operation of the Project Facilities during the period of any such discontinuance or suspension.

Section 5.5.Insurance.The Company shall cause the Project Facilities to be kept insured against fire or
other casualty to the extent that property of similar character is usually so insured by companies

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similarly situated and operating like properties, to a reasonable amount by reputable insurance companies or, in lieu of or supplementing such insurance in whole or in part, adopt some other method
or plan of protection against loss by fire or other casualty at least equal in protection to the method or plan of protection against loss by fire or other casualty of companies similarly situated and
operating properties subject to similar or greater fire or other hazards or on which properties an equal or higher primary fire or other casualty insurance rate has been set by reputable insurance
companies.

Section 5.6.Workers' Compensation Coverage.Throughout the term of this Agreement, the Company shall
comply, or cause compliance, with applicable workers' compensation laws of the State.

Section 5.7.Damage; Destruction and Eminent Domain.If, during the term of this Agreement, the Project
Facilities or any portion thereof is destroyed or damaged in whole or in part by fire or other casualty, or title to, or the temporary use of, the Project Facilities or any portion thereof shall have
been taken by the exercise of the power of eminent domain, the Company (unless it shall have exercised its option to prepay the Loan Payments pursuant to Section 6.2 hereof) shall promptly
repair, rebuild or restore the portion of the Project Facilities so damaged, destroyed or taken with such changes, alterations and modifications (including the substitution and addition of other
property) as may be necessary or desirable for the administration and operation of the Project Facilities as Air Quality Facilities and as shall not impair the character or significance of the Project
Facilities as furthering the purposes of the Act.

Section 5.8.Company to Maintain its Corporate Existence; Conditions Under Which Exceptions Permitted.The Company agrees that, during the term of this Agreement, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and
will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Company may, without violating its
agreement contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to
another corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be (if other than the
Company), is a corporation organized and existing under the laws of one of the states of the United States, and assumes in writing all of the obligations of the Company herein, and, if not an Ohio
corporation, is qualified to do business in the State.

If
consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further
consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section.

Section 5.9.Indemnification.The Company releases the Authority from, agrees that the Authority shall
not be liable for, and indemnifies the Authority against, all liabilities, claims, costs and expenses
imposed upon or asserted against the Authority on account of: (a) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever
pertaining to the construction, maintenance, operation and use of the Project Facilities; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of
the Company under this Agreement or any related document, or arising from any act or failure to act by the Company, or any of its agents, contractors, servants, employees or licensees; (c) the
authorization, issuance and sale of the Bonds, and the provision of any information furnished in connection therewith concerning the Project Facilities or the Company (including, without limitation,
any information furnished by the Company for inclusion in any certifications made by the Authority under Section 3.4 hereof or for inclusion in, or as a basis for preparation of, the
Form 8038 information statement to be filed by the Authority; and (d) any claim or action or proceeding with respect to the matters set forth in (a), (b) and (c) above
brought thereon.

The
Company agrees to indemnify the Trustee, the Paying Agent, the Remarketing Agent, the Auction Agent and the Registrar (each hereinafter referred to in this section as an "indemnified

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party") for and to hold each of them harmless against all liabilities, claims, costs and expenses incurred without negligence or willful misconduct on the part of the indemnified party, on account of
any action taken or omitted to be taken by the indemnified party in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of
the Company, including the costs and expenses of the indemnified party in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of
its powers or duties under this Agreement, the Bonds or the Indenture.

In
case any action or proceeding is brought against the Authority or an indemnified party in respect of which indemnity may be sought hereunder, the party seeking indemnity promptly
shall give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding;
provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure prejudices the defense of the action or
proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to
represent the interests of the Authority and any other indemnified party or parties, the Company shall pay the Authority's legal expenses in connection with the Authority's retention of separate
counsel. The Company shall not be liable for any settlement made without its consent.

The
indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Authority, the Trustee, the
Paying Agent, the Remarketing Agent, the Auction Agent and the Registrar, respectively. That indemnification is intended to and shall be enforceable by the Authority, the Trustee, the Paying Agent,
the Remarketing Agent and the Registrar, respectively, to the full extent permitted by law.

Section 5.10.Company Not to Adversely Affect Exclusion of Interest on Bonds From Gross Income For Federal Income Tax
Purposes.The Company hereby covenants and represents that it has taken and caused to be taken and shall take and cause to be taken all actions that may be
required of it for the
interest on the Bonds to be and remain excluded from the gross income of the Holders for federal income tax purposes, and that it has not taken or permitted to be taken on its behalf, and covenants
that it will not take, or permit to be taken on its behalf, any action which, if taken, would adversely affect that exclusion under the provisions of the Code.

Section 5.11.Ownership of Project; Use of Project.The Authority agrees that it does not have and shall
not have any interest in, title to or ownership of the Project or the Project Site. The Authority does hereby covenant and agree that it will not take any action, or cause any action to be taken on
its behalf, during the term of this Agreement, other than pursuant to Article VII of this Agreement or Article VII of the Indenture, to interfere with the Company's ownership interest in
the Project or to prevent the Company from having possession, custody, use and enjoyment of the Project, except such action as is requested by the Trustee in enforcing any remedies available to it
under this Agreement or the Indenture.

Section 5.12.Assignment of Agreement in Whole or in Part by Company.This Agreement may be assigned in
whole or in part by the Company without the necessity of obtaining the consent of either the Authority or the Trustee, subject, however, to each of the following conditions:



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5.13Assignment of Agreement in Whole by Company (Novation).In addition to an assignment contemplated by
Sections 5.8 and 5.12 hereof, this Agreement may be assigned as a whole by the Company, subject, however, to each of the following conditions:



(End
of Article V)

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ARTICLE VI

REDEMPTION

Section 6.1.Optional Redemption.Provided no Event of Default shall have occurred and be subsisting, at
any time and from time to time, the Company may deliver moneys to the Trustee in addition to Loan Payments or Additional Payments required to be made and direct the Trustee to use the moneys so
delivered for the purpose of calling Bonds for optional redemption in accordance with the applicable provisions of the Indenture providing for optional redemption at the redemption price stated in the
Indenture. Pending application for those purposes, any moneys so delivered shall be held by the Trustee in a special account in the Bond Fund and delivery of those moneys shall not, except as set
forth in Section 4.1 hereof, operate to abate or postpone Loan Payments or Additional Payments otherwise becoming due or to alter or suspend any other obligations of the Company under this
Agreement.

Section 6.2.Extraordinary Optional Redemption.The Company shall have, subject to the conditions
hereinafter imposed, the option during a Term Rate Period to direct the redemption of the Bonds in whole in accordance with the applicable provisions of the Indenture upon the occurrence of any of the
following events:



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The
amount payable by the Company in the event of its exercise of the option granted in this Section shall be the sum of the following:



The
requirement of (ii) above with respect to Additional Payments to accrue may be met if provisions satisfactory to the Trustee and the Authority are made for paying those amounts as they
accrue.

The
rights and options granted to the Company in this Section may be exercised whether or not the Company is in default hereunder; provided, that such default will not relieve the
Company from performing those actions which are necessary to exercise any such right or option granted hereunder.

Section 6.3.Mandatory Redemption.The Company shall deliver to the Trustee the moneys needed to redeem
the Bonds in accordance with any mandatory redemption provisions relating thereto as may be set forth in Section 4.01(b) of the Indenture.

Section 6.4.Notice of Redemption.In order to exercise an option granted in, or to consummate a
redemption required by, this Article VI, the Company shall, within 180 days following the event authorizing the exercise of such option, or at any time during the continuation of the
condition referred to in paragraphs (c), (d) or (e) of Section 6.2 hereof, or at any time that optional redemption of the Bonds is permitted under the Indenture as provided in
Section 6.1 hereof, or promptly upon the occurrence of a Determination of Taxability (as defined in the Indenture), give written notice to the Authority and the Trustee that it is exercising
its option to direct the redemption of Bonds, or that the redemption thereof is required by Section 4.01(b) of the Indenture due to the occurrence of a Determination of Taxability, as the case
may be, in accordance with the Agreement and the Indenture, and shall specify therein the date on which such redemption is to be made, which date shall not be more than 180 days from the date
such notice is mailed. The Company shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption to the Holders of the Bonds, in which arrangements the
Authority shall cooperate.

Section 6.5.Actions by Authority.At the request of the Company or the Trustee, the Authority shall take
all steps required of it under the applicable provisions of the Indenture or the Bonds to effect the redemption of all or a portion of the Bonds pursuant to this Article VI.

(End
of Article VI)

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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES

Section 7.1.Events of Default.Each of the following shall be an Event of Default:



Notwithstanding
the foregoing, if, by reason of Force Majeure, the Company is unable to perform or observe any agreement, term or condition hereof which would give rise to an Event of
Default under subsection (b) hereof, the Company shall not be deemed in default during the continuance of such
inability. However, the Company shall promptly give notice to the Trustee and the Authority of the existence of an event of Force Majeure and shall use its best efforts to remove the effects thereof;
provided that the settlement of strikes or other industrial disturbances shall be entirely within its discretion.

The
term Force Majeure shall mean the following:



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The
exercise of remedies hereunder shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or
immediately following any bankruptcy, liquidation or reorganization proceedings.

Section 7.2.Remedies on Default.Whenever an Event of Default shall have happened and be subsisting,
either or both of the following remedial steps may be taken:



Notwithstanding
the foregoing, the Authority shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a
satisfactory indemnity bond has been furnished to the Authority at no cost or expense to the Authority. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts
which would be applicable to payment of Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the
Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers
of remaining amounts in the Bond Fund.

The
provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds are immediately due and
payable also shall constitute a rescission and annulment of any corresponding declaration made pursuant to this Section and a rescission and annulment of the consequences of that declaration and of
the Event of Default with respect to which that declaration has been made, provided that no such rescission and annulment shall extend to or affect any subsequent or other default or impair any right
consequent thereon.

Section 7.3.No Remedy Exclusive.No remedy conferred upon or reserved to the Authority or the Trustee by
this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement, or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Trustee to exercise
any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made herein.

Section 7.4.Agreement to Pay Attorneys' Fees and Expenses.If an Event of Default should occur and the
Authority or the Trustee should incur expenses, including attorneys' fees, in connection with the enforcement of this Agreement or the collection of sums due hereunder, the Company shall be required,
to the extent permitted by law, to reimburse the Authority and the Trustee, as applicable, for the expenses so incurred upon demand.

Section 7.5.No Waiver.No failure by the Authority or the Trustee to insist upon the strict performance
by the Company of any provision hereof shall constitute a waiver of their right to strict performance and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy
the failure by the Company to observe or comply with any provision hereof.

Section 7.6.Notice of Default.The Company shall notify the Trustee immediately if it becomes aware of
the occurrence of any Event of Default hereunder or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default.

(End
of Article VII)

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ARTICLE VIII
MISCELLANEOUS

Section 8.1.Term of Agreement.This Agreement shall be and remain in full force and effect from the date
of delivery of the Bonds to the Original Purchaser until such time as (i) all of the Bonds shall have been fully paid (or provision made for such payment) and the Indenture has been released
pursuant to Section 9.01 thereof and (ii) all other sums payable by the Company under this Agreement shall have been paid.

Section 8.2.Amounts Remaining in Funds.Any amounts in the Bond Fund remaining unclaimed by the Holders
of Bonds for four years after the due date thereof (whether at stated maturity, by redemption, upon acceleration or otherwise), at the option of the Company, shall be deemed to belong to and shall be
paid, subject to Section 5.07 of the Indenture, at the written request of the Company, to the Company by the Trustee. With respect to that principal of and any premium and interest on the Bonds
to be paid from moneys paid to the Company pursuant to the preceding sentence, the Holders of the Bonds entitled to those moneys shall look solely to the Company for the payment of those moneys.
Further, any amounts remaining in the Bond Fund and any other special funds or accounts created under this Agreement or the Indenture, except the Rebate Fund, after all of the Bonds shall be deemed to
have been paid and discharged under the provisions of the Indenture and all other amounts required to be paid under this Agreement and the Indenture have been paid, shall be paid to the Company to the
extent that those moneys are in excess of the amounts necessary to effect the payment and discharge of the Outstanding Bonds.

Section 8.3.Notices.All notices, certificates, requests or other communications hereunder shall be in
writing, except as provided in Section 3.4 hereof, and shall be deemed to be sufficiently given when mailed by registered or certified mail, postage prepaid, and addressed to the appropriate
Notice Address. A duplicate copy of each notice, certificate, request or other communication given hereunder to the Authority, the Company, the Bond Insurer or the Trustee shall also be given to the
others. The Company, the Authority, the Bond Insurer and the Trustee, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, requests or
other communications shall be sent.

Section 8.4.Extent of Covenants of the Authority; No Personal Liability.All covenants, obligations and
agreements of the Authority contained in this Agreement or the Indenture shall be effective to the
extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent
or employee of the Authority in other than his official capacity, and neither the members of the Authority nor any official executing the Bonds shall be liable personally on the Bonds or be subject to
any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations or agreements of the Authority contained in this Agreement or in the Indenture.

Section 8.5.Binding Effect.This Agreement shall inure to the benefit of and shall be binding in
accordance with its terms upon the Authority, the Company and their respective permitted successors and assigns provided that this Agreement may not be assigned by the Company (except as permitted
under Sections 5.8, 5.12 or 5.13 hereof) and may not be assigned by the Authority except to (i) the Trustee pursuant to the Indenture or as otherwise may be necessary to enforce or secure
payment of Bond Service Charges or (ii) any successor public body to the Authority.

Section 8.6.Amendments and Supplements.Except as otherwise expressly provided in this Agreement or the
Indenture, subsequent to the issuance of the Bonds and prior to all conditions provided for in the Indenture for release of the Indenture having been met, this Agreement may not be effectively
amended, changed, modified, altered or terminated by the parties hereto except with the

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consents required by, and in accordance with, the provisions of Article XI of the Indenture, as applicable.

Section 8.7.[Reserved]..

Section 8.8.Continuing Disclosure.The Authority hereby acknowledges the entry by the Company into the
Continuing Disclosure Agreement under which the Company has assumed certain obligations for the benefit of the Holders of the Bonds. The Company agrees to perform its obligations under the Continuing
Disclosure Agreement. The Company acknowledges and agrees that the Authority is not an "obligated person" (as defined in the Continuing Disclosure Agreement) with respect to the Bonds and represents
that the Company is the only obligated person with respect to the Bonds. Notwithstanding any other provision of this Agreement, any failure by the Company to comply with any provision of the
Continuing Disclosure Agreement shall not be a failure or a default, or an Event of Default, under this Agreement or the Indenture.

Section 8.9.Execution Counterparts.This Agreement may be executed in any number of counterparts, each
of which shall be regarded as an original and all of which shall constitute but one and the same instrument.

Section 8.10.Severability.If any provision of this Agreement, or any covenant, obligation or agreement
contained herein is determined by a judicial or administrative authority to be invalid or unenforceable,
that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained
herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.

Section 8.11.Governing Law.This Agreement shall be deemed to be a contract made under the laws of the
State and for all purposes shall be governed by and construed in accordance with the laws of the State.

(End
of Article VIII)

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IN
WITNESS WHEREOF, the Authority and the Company have caused this Agreement to be duly executed in their respective names, all as of the date hereinbefore written.

| |  | OHIO AIR QUALITY DEVELOPMENT AUTHORITY
| |  | --------------------------------------
| |  | By:                                   
| |  | THE CINCINNATI GAS & ELECTRIC COMPANY 
| |  | By:                                   

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EXHIBIT A

DESCRIPTION OF AIR QUALITY FACILITIES
AT
WILLIAM H. ZIMMER ELECTRIC
GENERATING STATION

The
Project consists of:



The
precipitator system includes electrostatic precipitators and a fly ash handling system, as well as all other necessary earthwork, piling, foundations, structural and miscellaneous
steel, supports, siding, enclosures, electrical equipment, instrumentation and controls, mechanical equipment, related pumps and tanks, hoppers and storage silos, and associated equipment required for
the foregoing and used exclusively in connection therewith. The precipitator system includes related drains, sumps and piping
necessary to transmit collected waste waters to the waste water pond. The Project also includes precipitator inlet and outlet ductwork.

The
scrubber system includes an inlet plenum, six induced draft fans, ductwork to and including six absorber modules, ductwork to the stack, FGD reagent and lime unloading and handling
system including required river cells, FGD reagent and lime silos, an FGD reagent and lime preparation facility, slurry tanks, scrubber sludge handling facilities which include thickener tanks, a
sludge pond underflow and overflow tanks, a sludge handling building, stockpile facilities and auxiliary facilities. The scrubber system includes all earthwork including stream relocation, piling,
foundations, structural and miscellaneous steel, siding, painting, electrical and mechanical components and associated equipment required for the scrubber system and used exclusively in connection
therewith. The scrubber system includes related drains, sumps and piping necessary to transmit collected waste waters to the waste water pond, and also includes all pipes, pumps and associated
mechanical and electrical components to supply and recycle water for the scrubber system operation. The scrubber system also includes a disposal area and the roads and bridges used exclusively for the
transportation of scrubber sludge, bottom ash and other solid waste along with truck wash facilities and truck scales.

The
stack includes the stack shell and brick liner, as well as earthwork, piling, foundation and associated components.

The
coal dust control systems include a coal dust collection system, a coal dust suppression system and a coal wetting system.

The
cooling tower and circulating water system includes a natural draft cooling tower, a cooling tower basin, a cooling water flume, three circulating water pumps, circulating water
pipes and valves, the make-up water subsystem, the blowdown subsystem, the cooling water chemical conditioning subsystem, mechanical and electrical auxiliaries, and related controls and
instrumentation. The cooling water system also includes all related site development and earthwork, piling, foundations, structural and miscellaneous steel, siding, painting, electrical and mechanical
components and associated equipment required for the cooling tower and circulating water system and used exclusively in connection therewith.

A-1

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