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Exhibit 10.21    
    


EXECUTION
VERSION 


Duke Energy Ohio, Inc.


1100 Louisiana, Suite 4900

Houston, Texas 77002

Tel 713.393.6881

Fax 713.393.6903  


December 4, 2006 


KGen
Hinds LLC

1330 Post Oak Blvd. Suite 1500

Houston, TX 77056 


Attention:
James H Sweeney, Senior Vice President Energy Management 



	Re:
	Consent to Assignment from Duke Energy Ohio, Inc. (formerly known as The Cincinnati Gas & Electric Company) to
Fortis Energy Marketing & Trading GP (formerly Cinergy Marketing & Trading, LP)




Dear
Mr. Sweeney: 


        Duke
Energy Ohio, Inc. (formerly known as The Cincinnati Gas & Electric Company, the "Assignor") hereby requests KGen Hinds
LLC ("Continuing Party") consent to the assignment of (and Assignor hereby assigns to the Assignee, effective upon the Effective Date as defined below),
all of Assignor's right, title, interest, liabilities, duties, obligations, debts, risk of loss and other responsibilities, whether existing or contingent, relating to and under the agreement(s)
listed on Schedule 1 (as amended pursuant to Schedule 2, the
"Transferred Agreement(s)") (collectively the "Assigned Rights and Obligations") to Fortis Energy
Marketing & Trading GP (formerly Cinergy Marketing & Trading, LP, the "Assignee"), and the assumption by Assignee of the Assigned Rights
and Obligations (and Assignee hereby assumes all of the Assigned Rights and Obligations, effective upon the Effective Date as defined below). By executing this letter agreement. Continuing Party
hereby consents to such assignment and assumption effective as of December 1, 2006 (the "Effective Date"). 


        Accordingly,
Continuing Party, Assignor and Assignee acknowledge and agree that (a) notwithstanding anything to the contrary in the Transferred Agreements, Assignee, and not the
Assignor, shall be responsible for liabilities, duties, obligations, debts, risk of loss and other responsibilities, whether existing or contingent, relating to and under the Transferred Agreement(s)
arising on and after the Effective Date, (b) Assignor, and not the Assignee, shall be responsible for liabilities, duties, obligations, debts, risk of loss and other responsibilities, whether
existing or contingent, relating to and under the Transferred Agreement(s) arising prior to the Effective Date, and the Assignor is expressly released and relieved by the Continuing Party from any and
all liabilities that arise under the Transferred Agreements on and after the Effective Date, (c) the Transferred Agreement(s), as amended pursuant to Schedule 2 hereof simultaneously
with the effectiveness of the assignment contemplated herein, shall continue in full force and effect as assigned hereby, and (d) from and after the Effective Date all notices and
correspondence relating to the Transferred Agreement(s) shall be sent to Assignee at the following address: 



* * * * *

* * * * *

* * * * *

* * * * * 




        In
addition, Assignor and Continuing Party agree to terminate the Service Agreement under the Wholesale Market-Based Rate Tariff of Cinergy Operating Companies providing for Sales of
Capacity, Energy and/or Ancillary Services and Resale of Transmission Rights No. 79, dated August 17, 2004, between The Cincinnati Gas & Electric Company and KGen Hinds LLC.
Nothing herein shall be 







 

construed
to release Assignor from liabilities or obligations with respect to performance or payments due and payable or relating to actions or omissions under the Transferred Agreement(s) prior to
the Effective Date. 


        As
a condition to the assignment contemplated herein, Assignee shall deliver to Continuing Party: (i) a fully executed guaranty by Fortis Bank S.A./N.V. in the form attached
hereto as Exhibit A (the "Fortis Bank Guaranty") to support the obligations of Assignee under the Transferred Agreements, (ii) a fully
executed consent to assignment by Fortis Bank S.A./N.V. in the form attached hereto as Exhibit B (the "Fortis Consent to Assignment") to consent
to the collateral assignment by the Continuing Party of the Fortis Bank Guaranty, and (iii) reasonably satisfactory evidence as to the authorization and incumbency of officers executing the
foregoing documentation (such documents, together with the Fortis Bank Guaranty and the Fortis Consent to Assignment, the "Fortis Documents"). Assignee will deliver such executed Fortis Documents,
with an effective date as of the Effective Date, simultaneously with delivery of three (3) executed originals of this letter agreement by the Continuing Party. Continuing Party acknowledges and
agrees that, as of the Effective Date and conditioned on Continuing Party's receipt of the executed Fortis Documents, Assignor (and its affiliates) is released and discharged from any and all causes
of action, suits, claims, demands liabilities and obligations whatsoever in law or in equity arising out of or relating to any security or collateral posting obligations (regardless of the nature of
such obligations and liabilities) under the Transferred Agreements whether arising on or after the Effective Date. Continuing Party and Assignee agree to execute any additional documentation
reasonably requested by Assignor to evidence the termination of any such obligations as provided for herein. 


        This
letter agreement may be executed (including by facsimile transmission or other electronic transmission) with counterpart signature pages in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. No amendment, waiver or termination of this letter agreement shall be valid unless the
same shall be in writing and signed by each party. This letter agreement shall be construed, interpreted, and enforced under the laws of the State of New York without regard to any principles thereof
regarding conflicts of laws (other than §5-1401 of the New York General Obligations Law). 


        If
you are in agreement with the foregoing, kindly execute three originals of this letter agreement where indicated below and return them to the attention of
* * * * * by mail to * * * * *. Questions regarding the consent to assignment requested herein may also be directed to
* * * * *. 



	DUKE ENERGY OHIO, INC.	 	 
	Assignor	 	 
	

By:	
 	

/s/ Charles Whitlock
	
 	

 
	 	 	Name:	 	Charles Whitlock	 	 
	 	 	Title:	 	Vice President	 	 





        Acknowledged
and agreed as of the date first written above: 



	KGEN HINDS LLC	 	 
	

Continuing Party	
 	

 
	

By:	
 	

/s/ James H. Sweeney
	
 	

 
	 	 	Name:	 	James H. Sweeney	 	 
	 	 	Title:	 	Sr. Vice President	 	 




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        Acknowledged
and agreed as of the date first written above: 



	FORTIS ENERGY MARKETING & TRADING GP	 	 
	

Assignee	
 	

 
	

By:	
 	

/s/ Jack L. Farley
	
 	

 
	 	 	Name:	 	Jack L. Farley	 	 
	 	 	Title:	 	Managing Director	 	 




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Exhibit 10.21