**Exhibit 4.1**

*** ***

***Execution Copy***

 

 

 

 

**THE CINCINNATI GAS& ELECTRIC COMPANY**

 

**AND**

 

**FIFTH THIRD BANK,Trustee**

 

 

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**Seventh SupplementalIndenture**

 

**Dated as of June 15,2003**

 

**To**

 

**Indenture**

 

**Dated as of May 15,1995**

 

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**2003 Series A 5.40%Debentures Due 20332003 Series B 5**** 3/8 % Debentures Due 2033**

 

 

 

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SEVENTHSUPPLEMENTAL INDENTURE, dated as of June 15, 2003, between The Cincinnati Gas& Electric Company, a corporation duly organized and existing under thelaws of the State of Ohio (herein called the “Company”), having its principaloffice at 139 East Fourth Street, Cincinnati, Ohio 45202, and Fifth Third Bank,an Ohio banking corporation, as Trustee (herein called the “Trustee”), underthe Indenture, dated as of May 15, 1995, between the Company and the Trustee(the “Indenture”).

 

Recitals of the Company

 

The Companyhas executed and delivered the Indenture to the Trustee to provide for theissuance from time to time of its unsecured debentures, notes or otherevidences of indebtedness (the “Securities”), to be issued in one or moreseries as provided in the Indenture.

 

Pursuant tothe terms of the Indenture, the Company desires to provide for theestablishment of two new series of its Securities to be known as its 2003Series A 5.40 % Debentures Due 2033 (the “Series A Debentures”) and its 2003Series B 5 3/8% Debentures Due 2033 (the “Series B Debentures” and,together with the Series A Debenture, the “Debentures”) in this SeventhSupplemental Indenture.

 

All thingsnecessary to make this Seventh Supplemental Indenture a valid agreement of theCompany have been done.

 

Now,Therefore, This Seventh Supplemental Indenture Witnesseth:

 

For and inconsideration of the premises and the purchase of the Debentures by the Holdersthereof, it is mutually agreed, for the equal and proportionate benefit of allHolders of the Debentures, as follows:

 

ARTICLE ONE

 

Terms of the Debentures

 

Section101.  There is hereby authorized aseries of Securities designated the “2003 Series A 5.40% Debentures Due 2033”(which shall be the Series A Debentures hereinbefore referred to) and a seriesof Securities designated the “2003 Series B 5 3/8% Debentures Due 2033”(which shall be the Series B Debentures hereinbefore referred to).  The Debentures shall mature and theprincipal shall be due and payable together with all accrued and unpaidinterest thereon on June 15, 2033.  Eachof the Series A Debentures and the Series B Debentures shall be issued in theform of a registered Global Security without coupons, registered in the name ofCede & Co., as nominee of The Depository Trust Company (the “Depository”).

 

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The initialissue of the Series A Debentures and the Series B Debentures shall each belimited in aggregate principal amount to $200,000,000 (except as provided inSection 301(2) of the Indenture). However, the Company may, from time to time, without notice to or theconsent of the registered holders of the Series A Debentures or the Series BDebentures then outstanding, issue additional Series A Debentures or Series BDebentures, as the case may be, without limitation as to the aggregateprincipal amount thereof.

 

Section102.  The provisions of Section 305 ofthe Indenture applicable to Global Securities shall apply to the Debentures.

 

Section103.  Interest on each of the Debenturesshall be payable semiannually on June 15 and December 15 in each year (eachan  “Interest Payment Date”), commencingon December 15, 2003, at the rate per annum specified in the designation of theDebentures from June 16, 2003, or from the most recent Interest Payment Date towhich interest has been paid or duly provided for. The interest so payable, andpunctually paid or duly provided for, on any Interest Payment Date will be paidto the Person in whose name such Debenture (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Datefor such interest, which shall be the Business Day immediately preceding suchInterest Payment Date. The amount of interest payable for any period will becomputed on the basis of a 360-day year of twelve 30-day months.  As used herein,  “Business Day” means any day, other than a Saturday or Sunday, ora day on which banking institutions in New York, New York are authorized orobligated by law or executive order to be closed.

 

Section104.  Subject to agreements with or therules of the Depository or any successor book-entry security system or similarsystem with respect to Global Securities, payments of interest will be made bycheck mailed to the Holder of each Debenture at the address shown in theSecurity Register, and payments of the principal amount of each Debenture willbe made at maturity by check against presentation of the Debenture at theoffice or agency of the Trustee.

 

Section105.  The Debentures shall be issued indenominations of $1,000 or any integral multiple of $1,000.

 

Section106.  Principal and interest on theDebentures shall be payable in the coin or currency of the United States ofAmerica, which, at the time of payment, is legal tender for public and privatedebts.

 

Section107.  The Debentures shall be subject todefeasance and covenant defeasance, at the Company’s option, as provided for inSections 1302 and 1303 of the Indenture.

 

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Section108.  Subject to the terms of ArticleEleven of the Indenture, the Company shall have the right to redeem the SeriesA Debentures and the Series B Debentures, at any time in whole or from time totime in part, as provided in the form of the applicable series of Debentureshereinbelow set forth.

 

ARTICLE TWO

 

Form of the Debentures

 

Section201.  The Series A Debentures and theSeries B Debentures are to be substantially in the following forms and shallinclude substantially the legend shown in such form so long as such series ofDebentures are Global Securities:

 

 

[The remainder of this page has been leftblank intentionally.]

 

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(FORM OF FACE OF SERIES A DEBENTURE)

 
| No. | $ |
|-----|---|

 

CUSIP No.: 172070 CP 7ISIN No.: US172070CP76

 

THE CINCINNATI GAS & ELECTRIC COMPANY

 

2003 SERIES A 5.40% DEBENTURE DUE 2033

 

UNLESS THIS CERTIFICATE ISPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANYPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HASAN INTEREST HEREIN.

 

THE CINCINNATIGAS & ELECTRIC COMPANY, a corporation duly organized and existing under thelaws of the State of Ohio (herein called the “Company,” which term includes anysuccessor Person under the Indenture hereafter referred to), for value received,hereby promises to pay to CEDE & CO., or registered assigns, the principalsum of                                          and No/100 Dollars($                  )on June 15, 2033, and to pay interest thereon from June 16, 2003 or from themost recent Interest Payment Date to which interest has been paid or dulyprovided for, semiannually on June 15 and December 15 in each year, commencingDecember 15, 2003, at the rate of 5.40% per annum, until the principal hereofis paid or made available for payment. The amount of interest payable on any Interest Payment Date shall becomputed on the basis of a 360-day year of twelve 30-day months.  The interest so payable, and punctually paidor duly provided for, on any Interest Payment Date will, as provided in theIndenture, be paid to the Person in whose name this Security (or one or morePredecessor Securities) is registered at the close of business on the RegularRecord Date for such interest, which shall be the Business Day immediatelypreceding such Interest Payment Date. Any such interest not so punctually paidor duly provided for will forthwith cease to be payable to the Holder on suchRegular Record Date and may either be paid to the Person in whose name thisSecurity (or one or more Predecessor Securities) is registered at the close ofbusiness on a Special Record Date for the payment of such Defaulted Interest tobe fixed by the Trustee, notice whereof shall be given to Holders of Securitiesof this series not 

 

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less than 10 days prior to suchSpecial Record Date, or be paid at any time in any other lawful manner notinconsistent with the requirements of any securities exchange on which theSecurities of this series may be listed, and upon such notice as may berequired by such exchange, all as more fully provided in the Indenture.

 

Payment of theprincipal of and interest on this Security will be made at the corporate trustoffice of the Trustee maintained for that purpose in the City of Cincinnati, insuch coin or currency of the United States of America as at the time of paymentis 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 checkmailed to the address of the Person entitled thereto as such address shallappear in the Security Register.

 

Any payment onthis Security due on any day which is not a Business Day in the City of NewYork need not be made on such day, but may be made on the next succeeding BusinessDay with the same force and effect as if made on the due date and no interestshall accrue for the period from and after such date, unless such payment is apayment at maturity or upon redemption, in which case interest shall accruethereon at the stated rate for such additional days.

 

As usedherein, “Business Day” means any day, other than a Saturday or Sunday, or a dayon which banking institutions in New York, New York are authorized or obligatedby law or executive order to be closed.

 

Reference ishereby made to the further provisions of this Security set forth on the reversehereof, which further provisions shall for all purposes have the same effect asif set forth at this place.

 

Unless thecertificate of authentication hereon has been executed by the Trustee referredto on the reverse hereof by manual signature, this Security shall not beentitled to any benefit under the Indenture or be valid or obligatory for anypurpose.

 

In WitnessWhereof, the Company has caused this instrument to be duly executed.

 
|   | THE CINCINNATI GAS & ELECTRIC  COMPANY |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | By                                         |   |   |

 

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CERTIFICATE OF AUTHENTICATION

 

Dated:

 

This is one ofthe Securities of the series designated therein referred to in thewithin-mentioned Indenture.

 

 
|   | FIFTH THIRD BANK,  as Trustee |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By                            |   |   |
|   |                          | Authorized  Signatory |   |

 

 

(FORM OF REVERSE OF SERIES A DEBENTURE)

 

This Securityis one of a duly authorized issue of securities of the Company (herein calledthe “Securities”), issued and to be issued in one or more series under anIndenture, dated as of May 15, 1995 (herein called the “Indenture,” which termshall have the meaning assigned to it in such instrument), between the Companyand Fifth Third Bank, as Trustee (herein called the “Trustee,” which termincludes any successor trustee under the Indenture), and reference is herebymade to the Indenture for a statement of the respective rights, limitations ofrights, duties and immunities thereunder of the Company, the Trustee and theHolders of the Securities and of the terms upon which the Securities are, andare to be, authenticated and delivered. This Security is one of the seriesdesignated on the face hereof, which series is issuable without limitation asto the aggregate principal amount thereof.

 

The Securitiesof this series are subject to optional redemption at any time in whole or fromtime to time in part, until maturity (such redemption, a “Make-WholeRedemption”), at a Redemption Price equal to the sum of (i) the principalamount of the Securities being redeemed plus accrued and unpaid interestthereon to the Redemption Date, and (ii) the Make-Whole Amount (as definedbelow), if any, with respect to the Securities being redeemed.

 

“Make-WholeAmount” means, in connection with any Make-Whole Redemption of any Securities,the excess, if any, of (i) the sum, as determined by a Quotation Agent of thepresent value of the principal amount of such Securities to be redeemed,together with scheduled payments of interest thereon from the Redemption Dateto June 15, 2033 (not including any portion of such payments of interestaccrued as of the Redemption Date), in each case discounted to the RedemptionDate on a semi-annual basis (assuming a 360-day year consisting of twelve30-day months) at the Adjusted Treasury Rate over (ii) 100% of the principalamount of the Securities to be redeemed.

 

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“AdjustedTreasury Rate” means, with respect to any Redemption Date for a Make-WholeRedemption, the rate per annum equal to the semi-annual equivalent yield tomaturity of the Comparable Treasury Issue, calculated using a price for theComparable Treasury Issue (expressed as a percentage of its principal amount)equal to the Comparable Treasury Price for such Redemption Date, calculated onthe third Business Day preceding the Redemption Date, plus in each case .20%(20 basis points).

 

“ComparableTreasury Issue” means the United States Treasury security selected by theQuotation Agent as having a maturity comparable to the remaining term from theRedemption Date to the Stated Maturity of the Securities that would beutilized, at the time of selection and in accordance with customary financialpractice, in pricing new issues of corporate debt securities of comparablematurity to the remaining term of the Securities.

 

“QuotationAgent” means the Reference Treasury Dealer selected by the Trustee afterconsultation with the Company. “Reference Treasury Dealer” means a primary U.S.Government securities dealer.

 

“ComparableTreasury Price” means, with respect to any Redemption Date for a Make-WholeRedemption, (i) the average of the bid and asked prices for the ComparableTreasury Issue (expressed in each case as a percentage of its principal amount)on the third Business Day preceding such Redemption Date, as set forth in thedaily statistical release designated “H.15” (or any successor release)published by the Board of Governors of the Federal Reserve System or (ii) ifsuch release (or any successor release) is not published or does not containsuch prices on such Business Day, (A) the average of the Reference TreasuryDealer Quotations for such Redemption Date, after excluding the highest andlowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtainsfewer than three such Reference Treasury Dealer Quotations, the average of suchQuotations.

 

“ReferenceTreasury Dealer Quotations” means, with respect to each Reference TreasuryDealer and any Redemption Date for a Make-Whole Redemption, the average, asdetermined by the Trustee (after consultation with the Company), of the bid andasked prices for the Comparable Treasury Issue (expressed in each case as apercentage of its principal amount) quoted in writing to the Trustee by suchReference Treasury Dealer at 5:00 p.m., New York City time, on the thirdBusiness Day preceding such Redemption Date.

 

Notice of anyredemption by the Company will be mailed at least 30 days but not more than 60days before any Redemption Date to each Holder of Securities to beredeemed.  If less than all theSecurities are to be redeemed at the option of the Company, the Trustee shallselect, in such manner as it shall deem fair and appropriate, the Securities tobe redeemed.

 

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Unless theCompany defaults in payment of the Redemption Price, on and after anyRedemption Date, interest will cease to accrue on the Securities or portionsthereof called for redemption.

 

The Indenturecontains provisions for defeasance at any time of the entire indebtedness ofthis Security or certain restrictive covenants and Events of Default withrespect to this Security upon compliance with certain conditions set forth inthe Indenture.

 

If an Event ofDefault with respect to Securities of this series shall occur and becontinuing, the principal of the Securities of this series may be declared dueand payable in the manner and with the effect provided in the Indenture.

 

The Indenturepermits, with certain exceptions as therein provided, the amendment thereof andthe modification of the rights and obligations of the Company and the rights ofthe Holders of the Securities of each series to be affected under the Indentureat any time by the Company and the Trustee with the consent of the Holders of amajority in principal amount of the Securities at the time Outstanding of eachseries to be affected.  The Indenturealso contains provisions permitting the Holders of a majority in principalamount of the Securities of each series at the time Outstanding, on behalf ofthe Holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaultsunder the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall beconclusive and binding upon such Holder and upon all future Holders of thisSecurity and of any Security issued upon the registration of transfer hereof orin exchange herefor or in lieu hereof, whether or not notation of such consentor waiver is made upon this Security.

 

As provided inand subject to the provisions of the Indenture, the Holder of this Securityshall not have the right to institute any proceeding with respect to theIndenture or for the appointment of a receiver or trustee or for any otherremedy thereunder, unless such Holder shall have previously given the Trusteewritten notice of a continuing Event of Default with respect to the Securitiesof this series, the Holders of not less than 35% in principal amount of the Securitiesof this series at the time Outstanding shall have made written request to theTrustee to institute proceedings in respect of such Event of Default as Trusteeand offered the Trustee reasonably satisfactory  indemnity, and the Trustee shall not have received from theHolders of a majority in principal amount of Securities of this series at thetime Outstanding a direction inconsistent with such request, and shall havefailed to institute any such proceeding, for 60 days after receipt of suchnotice, request and offer of indemnity. The foregoing shall not apply to anysuit instituted by the Holder of this Security for the enforcement of anypayment of principal hereof or any premium or interest hereon on or after therespective due dates expressed herein.

 

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No referenceherein to the Indenture and no provision of this Security or of the Indentureshall alter or impair the obligation of the Company, which is absolute andunconditional, to pay the principal of and interest on this Security at thetimes, place and rate, and in the coin or currency, herein prescribed.

 

As provided inthe Indenture and subject to certain limitations therein set forth, thetransfer of this Security is registrable in the Security Register, uponsurrender of this Security for registration of transfer at the office or agencyof the Company in any place where the principal of and interest on thisSecurity are payable, duly endorsed by, or accompanied by a written instrumentof transfer in form satisfactory to the Company and the Security Registrar dulyexecuted by, the Holder hereof or his attorney duly authorized in writing, andthereupon one or more new Securities of this series and of like tenor, ofauthorized denominations and for the same aggregate principal amount, will beissued to the designated transferee or transferees.

 

The Securitiesof this series are issuable only in registered form without coupons indenominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject tocertain limitations therein set forth, Securities of this series areexchangeable for a like aggregate principal amount of Securities of this seriesand of like tenor of a different authorized denomination, as requested by theHolder surrendering the same.

 

No servicecharge shall be made for any such registration of transfer or exchange, but theCompany may require payment of a sum sufficient to cover any tax or othergovernmental charge payable in connection therewith.

 

Prior to duepresentment of this Security for registration of transfer, the Company, theTrustee and any agent of the Company or the Trustee may treat the Person inwhose name this Security is registered as the owner hereof for all purposes,whether or not this Security be overdue, and neither the Company, the Trusteenor any such agent shall be affected by notice to the contrary.

 

All terms usedin this Security which are defined in the Indenture shall have the meaningsassigned to them in the Indenture.

 

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(FORM OF FACE OF SERIES B DEBENTURE)

 
| No. | $ |
|-----|---|

 

CUSIP No.: 172070 CQ 5ISIN No.: US172070CQ59

 

THE CINCINNATI GAS & ELECTRIC COMPANY

 

2003 SERIES B 5 3/8% DEBENTURE DUE 2033

 

UNLESS THIS CERTIFICATE ISPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANYPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HASAN INTEREST HEREIN.

 

THE CINCINNATIGAS & ELECTRIC COMPANY, a corporation duly organized and existing under thelaws of the State of Ohio (herein called the “Company,” which term includes anysuccessor Person under the Indenture hereafter referred to), for valuereceived, hereby promises to pay to CEDE & CO., or registered assigns, theprincipal sum of                                             and No/100 Dollars ($                        )on June 15, 2033, and to pay interest thereon from June 16, 2003 or from themost recent Interest Payment Date to which interest has been paid or dulyprovided for, semiannually on June 15 and December 15 in each year, commencingDecember 15, 2003, at the rate of 5 3/8% per annum, until the principalhereof is paid or made available for payment. The amount of interest payable on any Interest Payment Date shall becomputed on the basis of a 360-day year of twelve 30-day months.  The interest so payable, and punctually paidor duly provided for, on any Interest Payment Date will, as provided in theIndenture, be paid to the Person in whose name this Security (or one or morePredecessor Securities) is registered at the close of business on the RegularRecord Date for such interest, which shall be the Business Day immediatelypreceding such Interest Payment Date. Any such interest not so punctually paidor duly provided for will forthwith cease to be payable to the Holder on suchRegular Record Date and may either be paid to the Person in whose name thisSecurity (or one or more Predecessor Securities) is registered at the close ofbusiness on a Special Record Date for the payment of such Defaulted Interest tobe fixed by the Trustee, notice whereof shall be given to Holders of Securitiesof this series not 

 

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less than 10 days prior to suchSpecial Record Date, or be paid at any time in any other lawful manner notinconsistent with the requirements of any securities exchange on which theSecurities of this series may be listed, and upon such notice as may berequired by such exchange, all as more fully provided in the Indenture.

 

Payment of theprincipal of and interest on this Security will be made at the corporate trustoffice of the Trustee maintained for that purpose in the City of Cincinnati, insuch coin or currency of the United States of America as at the time of paymentis 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 checkmailed to the address of the Person entitled thereto as such address shallappear in the Security Register.

 

Any payment onthis Security due on any day which is not a Business Day in the City of NewYork need not be made on such day, but may be made on the next succeedingBusiness Day with the same force and effect as if made on the due date and nointerest shall accrue for the period from and after such date, unless such paymentis a payment at maturity or upon redemption, in which case interest shallaccrue thereon at the stated rate for such additional days.

 

As usedherein, “Business Day” means any day, other than a Saturday or Sunday, or a dayon which banking institutions in New York, New York are authorized or obligatedby law or executive order to be closed.

 

Reference ishereby made to the further provisions of this Security set forth on the reversehereof, which further provisions shall for all purposes have the same effect asif set forth at this place.

 

Unless thecertificate of authentication hereon has been executed by the Trustee referredto on the reverse hereof by manual signature, this Security shall not beentitled to any benefit under the Indenture or be valid or obligatory for anypurpose.

 

In WitnessWhereof, the Company has caused this instrument to be duly executed.

 
|   | THE CINCINNATI GAS & ELECTRIC  COMPANY |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | By                                         |   |   |

 

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CERTIFICATE OF AUTHENTICATION

 

Dated:

 

This is one ofthe Securities of the series designated therein referred to in thewithin-mentioned Indenture.

 

 
|   | FIFTH THIRD BANK,  as Trustee |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By                            |   |   |
|   |                          | Authorized  Signatory |   |

 

(FORM OF REVERSE OF SERIES B DEBENTURE)

 

This Securityis one of a duly authorized issue of securities of the Company (herein calledthe “Securities”), issued and to be issued in one or more series under anIndenture, dated as of May 15, 1995 (herein called the “Indenture,” which termshall have the meaning assigned to it in such instrument), between the Companyand Fifth Third Bank, as Trustee (herein called the “Trustee,” which termincludes any successor trustee under the Indenture), and reference is herebymade to the Indenture for a statement of the respective rights, limitations ofrights, duties and immunities thereunder of the Company, the Trustee and theHolders of the Securities and of the terms upon which the Securities are, andare to be, authenticated and delivered. This Security is one of the seriesdesignated on the face hereof, which series is issuable without limitation asto the aggregate principal amount thereof.

 

The Securitiesof this series are subject to optional redemption at any time in whole or fromtime to time in part, until maturity (such redemption, a “Make-WholeRedemption”), at a Redemption Price equal to the sum of (i) the principalamount of the Securities being redeemed plus accrued and unpaid interestthereon to the Redemption Date, and (ii) the Make-Whole Amount (as definedbelow), if any, with respect to the Securities being redeemed.

 

“Make-WholeAmount” means, in connection with any Make-Whole Redemption of any Securities,the excess, if any, of (i) the sum, as determined by a Quotation Agent of thepresent value of the principal amount of such Securities to be redeemed,together with scheduled payments of interest thereon from the Redemption Dateto June 15, 2033 (not including any portion of such payments of interestaccrued as of the Redemption Date), in each case discounted to the RedemptionDate on a semi-annual basis (assuming a 360-day year consisting of twelve30-day months) at the Adjusted Treasury Rate over (ii) 100% of the principalamount of the Securities to be redeemed.

 

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“AdjustedTreasury Rate” means, with respect to any Redemption Date for a Make-WholeRedemption, the rate per annum equal to the semi-annual equivalent yield tomaturity of the Comparable Treasury Issue, calculated using a price for theComparable Treasury Issue (expressed as a percentage of its principal amount)equal to the Comparable Treasury Price for such Redemption Date, calculated onthe third Business Day preceding the Redemption Date, plus in each case .20%(20 basis points).

 

“ComparableTreasury Issue” means the United States Treasury security selected by theQuotation Agent as having a maturity comparable to the remaining term from theRedemption Date to the Stated Maturity of the Securities that would beutilized, at the time of selection and in accordance with customary financialpractice, in pricing new issues of corporate debt securities of comparablematurity to the remaining term of the Securities.

 

“QuotationAgent” means the Reference Treasury Dealer selected by the Trustee afterconsultation with the Company. “Reference Treasury Dealer” means a primary U.S.Government securities dealer.

 

“ComparableTreasury Price” means, with respect to any Redemption Date for a Make-WholeRedemption, (i) the average of the bid and asked prices for the ComparableTreasury Issue (expressed in each case as a percentage of its principal amount)on the third Business Day preceding such Redemption Date, as set forth in thedaily statistical release designated “H.15” (or any successor release)published by the Board of Governors of the Federal Reserve System or (ii) ifsuch release (or any successor release) is not published or does not containsuch prices on such Business Day, (A) the average of the Reference TreasuryDealer Quotations for such Redemption Date, after excluding the highest andlowest of such Reference Treasury Dealer Quotations, or (B) if the Trusteeobtains fewer than three such Reference Treasury Dealer Quotations, the averageof such Quotations.

 

“ReferenceTreasury Dealer Quotations” means, with respect to each Reference TreasuryDealer and any Redemption Date for a Make-Whole Redemption, the average, asdetermined by the Trustee (after consultation with the Company), of the bid andasked prices for the Comparable Treasury Issue (expressed in each case as apercentage of its principal amount) quoted in writing to the Trustee by suchReference Treasury Dealer at 5:00 p.m., New York City time, on the thirdBusiness Day preceding such Redemption Date.

 

Notice of anyredemption by the Company will be mailed at least 30 days but not more than 60days before any Redemption Date to each Holder of Securities to beredeemed.  If less than all theSecurities are to be redeemed at the option of the Company, the Trustee shallselect, in such manner as it shall deem fair and appropriate, the Securities tobe redeemed.

 

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Unless theCompany defaults in payment of the Redemption Price, on and after anyRedemption Date, interest will cease to accrue on the Securities or portionsthereof called for redemption.

 

The Indenturecontains provisions for defeasance at any time of the entire indebtedness ofthis Security or certain restrictive covenants and Events of Default withrespect to this Security upon compliance with certain conditions set forth inthe Indenture.

 

If an Event ofDefault with respect to Securities of this series shall occur and becontinuing, the principal of the Securities of this series may be declared dueand payable in the manner and with the effect provided in the Indenture.

 

The Indenturepermits, with certain exceptions as therein provided, the amendment thereof andthe modification of the rights and obligations of the Company and the rights ofthe Holders of the Securities of each series to be affected under the Indentureat any time by the Company and the Trustee with the consent of the Holders of amajority in principal amount of the Securities at the time Outstanding of eachseries to be affected.  The Indenturealso contains provisions permitting the Holders of a majority in principalamount of the Securities of each series at the time Outstanding, on behalf ofthe Holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaultsunder the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall beconclusive and binding upon such Holder and upon all future Holders of thisSecurity and of any Security issued upon the registration of transfer hereof orin exchange herefor or in lieu hereof, whether or not notation of such consentor waiver is made upon this Security.

 

As provided inand subject to the provisions of the Indenture, the Holder of this Securityshall not have the right to institute any proceeding with respect to theIndenture or for the appointment of a receiver or trustee or for any otherremedy thereunder, unless such Holder shall have previously given the Trusteewritten notice of a continuing Event of Default with respect to the Securitiesof this series, the Holders of not less than 35% in principal amount of theSecurities of this series at the time Outstanding shall have made writtenrequest to the Trustee to institute proceedings in respect of such Event of Defaultas Trustee and offered the Trustee reasonably satisfactory  indemnity, and the Trustee shall not havereceived from the Holders of a majority in principal amount of Securities ofthis series at the time Outstanding a direction inconsistent with such request,and shall have failed to institute any such proceeding, for 60 days afterreceipt of such notice, request and offer of indemnity. The foregoing shall notapply to any suit instituted by the Holder of this Security for the enforcementof any payment of principal hereof or any premium or interest hereon on orafter the respective due dates expressed herein.

 

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No referenceherein to the Indenture and no provision of this Security or of the Indentureshall alter or impair the obligation of the Company, which is absolute andunconditional, to pay the principal of and interest on this Security at thetimes, place and rate, and in the coin or currency, herein prescribed.

 

As provided inthe Indenture and subject to certain limitations therein set forth, thetransfer of this Security is registrable in the Security Register, uponsurrender of this Security for registration of transfer at the office or agencyof the Company in any place where the principal of and interest on thisSecurity are payable, duly endorsed by, or accompanied by a written instrumentof transfer in form satisfactory to the Company and the Security Registrar dulyexecuted by, the Holder hereof or his attorney duly authorized in writing, andthereupon one or more new Securities of this series and of like tenor, ofauthorized denominations and for the same aggregate principal amount, will beissued to the designated transferee or transferees.

 

The Securitiesof this series are issuable only in registered form without coupons indenominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject tocertain limitations therein set forth, Securities of this series are exchangeablefor a like aggregate principal amount of Securities of this series and of liketenor of a different authorized denomination, as requested by the Holdersurrendering the same.

 

No servicecharge shall be made for any such registration of transfer or exchange, but theCompany may require payment of a sum sufficient to cover any tax or othergovernmental charge payable in connection therewith.

 

Prior to duepresentment of this Security for registration of transfer, the Company, theTrustee and any agent of the Company or the Trustee may treat the Person inwhose name this Security is registered as the owner hereof for all purposes,whether or not this Security be overdue, and neither the Company, the Trusteenor any such agent shall be affected by notice to the contrary.

 

All terms usedin this Security which are defined in the Indenture shall have the meaningsassigned to them in the Indenture.

 

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ARTICLE THREE

 

Issuance of Debentures

 

Section301.  An initial issue of the Series ADebentures and the Series B Debentures each in the aggregate principal amountof $200,000,000 may, upon execution of this Seventh Supplemental Indenture, orfrom time to time hereafter, be executed by the Company and delivered to theTrustee for authentication, and the Trustee shall thereupon authenticate anddeliver said Debentures upon a Company Order without any further action by theCompany.  Additional Series A Debenturesand Series B Debentures may be issued by the Company pursuant to the terms ofthe Indenture and this Seventh Supplemental Indenture.

 

ARTICLE FOUR

 

Paying Agent and Security Registrar

 

Section401.  Fifth Third Bank will be thePaying Agent and Security Registrar for the Debentures.

 

ARTICLE FIVE

 

Sundry Provisions

 

Section501.  Except as otherwise expresslyprovided in this Seventh Supplemental Indenture or in the form of the Series ADebenture or Series B Debenture, as the case may be, or otherwise clearlyrequired by the context hereof or thereof, all terms used herein or in saidforms of Debenture that are defined in the Indenture shall have the severalmeanings respectively assigned to them thereby.

 

Section502.  The Indenture, as supplemented bythis Seventh Supplemental Indenture, is in all respects ratified and confirmed,and this Seventh Supplemental Indenture shall be deemed part of the Indenturein the manner and to the extent herein and therein provided.

 

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Thisinstrument may be executed in any number of counterparts, each of which soexecuted shall be deemed to be an original, but all such counterparts shalltogether constitute but one and the same instrument.

 

In WitnessWhereof, the parties hereto have caused this Seventh Supplemental Indenture tobe duly executed as of the date first above written.

 

 
|   | THE CINCINNATI GAS & ELECTRIC  COMPANY |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | By                                         | /s/ Wendy L.  Aumiller |   |
|   |                                       | Wendy L.  Aumiller  Treasurer |   |
|   |                                       |
|   |                                       |
|   | FIFTH THIRD BANK, as Trustee               |
|   |                                       |
|   |                                       |
|   | By                                         | /s/  Christine M. Schaub |   |
|   |                                       | Christine M.  Schaub  Vice President |   |

 

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