EXHIBIT 1
$[000,000,000]
CINERGY CORP.
% DEBENTURES DUE
UNDERWRITING AGREEMENT
DATED: _______________, [2001]
[Name of Managing Underwriter]
[Address]
Dear Sirs:
Cinergy Corp., a Delaware corporation (hereinafter called the
"Company"), proposes to issue and sell $[000,000,000] principal amount of
______% Debentures due ______ (hereinafter called the "Debentures"), to be
issued pursuant to the provisions of an Indenture dated as of ________, [2001]
(hereinafter called the "Indenture") between the Company and Fifth Third Bank,
Trustee (hereinafter called the "Trustee")[, as supplemented by the _________
Supplemental Indenture dated as of ________, 2001 between the Company and the
Trustee (hereinafter called the "Supplemental Indenture")].
The Company has filed with the Securities and Exchange Commission
(hereinafter called the "Commission") a registration statement (File No.
333-________) including a prospectus relating to debt securities of the Company,
including the Debentures, and has filed with the Commission (or will promptly
after the sale so file) a prospectus supplement specifically relating to the
Debentures pursuant to Rule 424 under the Securities Act of 1933. The term
Registration Statement means the registration statement as amended to the date
of this Agreement. The term Basic Prospectus means the prospectus included in
the Registration Statement. The term Prospectus means the Basic Prospectus
together with the prospectus supplement specifically relating to the Debentures,
as filed with, or mailed for filing to, the Commission pursuant to Rule 424. The
term preliminary prospectus means a preliminary prospectus supplement
specifically relating to the Debentures together with the Basic Prospectus. As
used herein, the terms "Registration Statement", "Basic Prospectus",
"Prospectus" and "preliminary prospectus" shall include in each case the
material, if any, incorporated by reference therein.
I.
The Company hereby agrees to sell to each of the undersigned
Underwriters, and the Underwriters, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agree to purchase from the Company, each severally and not jointly, the
principal amount of Debentures set forth opposite their names at a price of
____% of their principal amount - the purchase price - and accrued interest from
________, to the date of payment and delivery:
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NAME PRINCIPAL AMOUNT
[Name of Managing Underwriter] [$]_______________
[Other Underwriters] [$]_______________
Total [$]_______________
II.
The Company is advised by you that the Underwriters propose to make a
public offering of their respective portions of the Debentures as soon after the
execution of this Agreement as in your judgment is advisable. The Company is
further advised by you that the Debentures are to be offered to the public at
_____% of their principal amount - the public offering price - and accrued
interest, and to certain dealers at a price which represents a concession of
____% of their principal amount under the public offering price, and that any
Underwriter may allow, and such dealers may reallow, a concession, not in excess
of ____% of their principal amount, to certain other dealers.
III.
Payment for the Debentures shall be made by transfer of immediately
available funds to an account identified by us in writing not less than two full
business days prior to the date of payment, against delivery to you for the
respective accounts of the several Underwriters of the Debentures through The
Depositary Trust Company at 10:00 A.M., New York Time, on ______________, [2001]
or at such other time on the same or such other date, not later than
_____________, [2001], as may be designated by you. The time and date of such
payment and delivery are herein referred to as the Closing Date. All other
documents referred to herein that are to be delivered at the closing date shall
be delivered at that time at the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000.
IV.
The obligations of the Company and the several obligations of the
Underwriters hereunder are subject to the conditions that:
(a) The Registration Statement shall have become effective under
the Securities Act of 1933.
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(b) No stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such
purpose shall be pending before, or threatened by, the
Commission.
(c) An appropriate order of the Commission under the Public
Utility Holding Company Act of 1935, as amended (together with
rules and regulations thereunder, the "PUHCA") is in effect,
no proceedings to suspend the effectiveness of such order
shall be pending or threatened, and no further approval,
authorization or consent or order of any other commission or
other governmental authority (other than under state
securities or Blue Sky laws) is required for the issuance and
sale of the Debentures.
The several obligations of the Underwriters hereunder are subject to the
following further conditions:
(d) There shall have been no material adverse change (not in the
ordinary course of business) in the condition of the Company
and its subsidiaries, taken as a whole, from that set forth in
or contemplated by the Registration Statement and the
Prospectus; and you shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive
officer of the Company, to the foregoing effect.
(e) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any
downgrading of, nor shall any notice have been given of any
review with a negative implication with respect to, the rating
accorded any of the Company's securities by any of Standard &
Poor's Ratings Service, Xxxxx'x Investors Service, Inc. or
Fitch IBCA (or any of their successors).
(f) You shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in (b) and (c) of the
first paragraph of this Article IV (provided that such
certificate may omit any reference as to the extent to which
provisions or conditions in the orders referred to in (c)
above are acceptable to the Underwriters). The officer making
such certificate may rely upon the best of his knowledge as to
proceedings pending or threatened.
(g) You shall have received on the Closing Date the favorable
opinion of Xxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the
Company, dated the Closing Date, to the effect that:
(i) the Company is a corporation duly incorporated,
validly existing and in good standing under the laws
of the State of Delaware and has due corporate and
governmental authority to carry on the businesses in
which it is engaged and to own and operate the
properties in use in such businesses;
(ii) each of The Cincinnati Gas & Electric Company and PSI
Energy, Inc., each a wholly-owned subsidiary of the
Company, is a corporation duly incorporated and
existing in good standing under the laws of its state
of incorporation and, except as may be limited by
state and federal
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environmental laws and regulations, has due corporate
and governmental authority to carry on the businesses
in which it is engaged and to own and operate the
properties in use in such businesses;
(iii) the Company and its subsidiaries listed in (ii) above
are each duly qualified to transact business and are
in good standing in the jurisdictions in which the
conduct of their respective businesses or the
ownership or leasing of their respective properties
requires such qualification;
(iv) [each of] the Indenture [and the Supplemental
Indenture] has been duly authorized, executed and
delivered by the Company and is valid and binding
instrument enforceable in accordance with its terms,
except as (A) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights
generally and (B) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability; and
the Indenture has been duly qualified under the Trust
Indenture Act of 1939;
(v) the Debentures, when duly executed by the Company,
authenticated by the Trustee and delivered to and
paid for by the Underwriters pursuant to this
Agreement, will be valid and binding obligations of
the Company in accordance with their terms, except as
(A) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and (B)
rights of acceleration and the availability of
equitable remedies may be limited by equitable
principles of general applicability;
(vi) an appropriate order of the Commission under PUHCA is
in effect on the Closing Date and no further
approval, authorization, consent or order of any
other commission or other governmental authority
(other than under state securities or Blue Sky laws,
as to which such counsel are not called upon to
express an opinion) is required for the issuance and
sale of the Debentures;
(vii) such counsel does not know of any contract required
to be filed as an exhibit to the Registration
Statement, or incorporated therein by reference,
which has not been so filed or incorporated by
reference;
(viii) the statements made in the Prospectus under the
captions "Description of Debt Securities" and
"Certain Terms of the Debentures," in each case
insofar as such statements constitute summaries of
the matters referred to therein, fairly present the
information called for with respect such matters and
fairly summarize the matters referred to therein; and
the provisions of the Indenture[, the Supplemental
Indenture] and the Debentures conform as to legal
matters to the description thereof and to the
statements in regard thereto contained in the
Registration Statement and the Prospectus;
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(ix) this Agreement has been duly authorized, executed and
delivered by the Company;
(x) such counsel (A) is of the opinion that each document
incorporated by reference in the Prospectus (except
for operating statistics, financial statements and
other financial data therein as to which such counsel
need not express an opinion) complied when filed with
the Commission as to form in all material respects
with the requirements of the Securities Exchange Act
of 1934, together with the applicable rules and
regulations of the Commission thereunder, (B) is of
the opinion that the Registration Statement and the
Prospectus and any supplements or amendments thereto
(except for operating statistics, financial
statements and other financial data therein as to
which such counsel need not express an opinion)
comply as to form in all material respects with the
requirements of the Securities Act of 1933 and the
rules and regulations of the Commission thereunder
and (C) believes that (except for operating
statistics, financial statements and other financial
data therein as to which such counsel need not
express a belief) the Registration Statement and the
Prospectus at the date of this Agreement did not
contain an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading and the Prospectus (as amended or
supplemented if applicable) on the Closing Date does
not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading.
In regard to clause (ix) above, such counsel may state that no opinion is
expressed with respect to the effect of New York law. In regard to clause (x)
above, such counsel may state that their opinion and belief is based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any supplements and amendments thereto and upon their review and
discussion of the contents thereof, but is without independent check or
verification except as specified.
(h) You shall have received on the Closing Date an opinion of
Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, dated the
Closing Date, covering the matters in (iv), (v), and clauses
(B) and(C) of (x) of (g) above, provided that with respect to
clauses (B) and (C) of (x) of (g) above, such counsel may
state that their opinion and belief is based upon their
participation in the preparation of the Registration Statement
and the Prospectus and any amendments and supplements thereto
(other than documents incorporated by reference), and upon
their review and discussion of the contents thereof (including
documents incorporated by reference), but is without
independent check or verification except as specified.
(i) You shall have received on the Closing Date a letter, dated
the Closing Date, in form and substance satisfactory to you,
from Xxxxxx Xxxxxxxx LLP, independent accountants, containing
statements and information of the type ordinarily included in
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accountants' "comfort letters" to underwriters with respect to
the financial statements and certain financial information
contained in or incorporated by reference into the
Registration Statement and the Prospectus.
V.
In further consideration of the agreements of the Underwriters herein
contained the Company covenants as follows:
(a) To furnish without charge to you two signed copies of the
Registration Statement (including exhibits and documents
incorporated by reference), and to each other Underwriter a
copy of the Registration Statement (without exhibits but
including documents incorporated by reference) and, during the
period mentioned in paragraph (c) below, as many copies of the
Prospectus and any amendments and supplements thereto as you
may reasonably request. The terms "supplement" and "amendment"
or "amend" as used in this Agreement shall include or refer to
all documents subsequently filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934
which are deemed to be incorporated by reference in the
Prospectus from the date of filing such documents in
accordance with Form S-3.
(b) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to each of you a copy of each such
proposed amendment or supplement.
(c) If, during such period after the first date of the public
offering of the Debentures as in the opinion of your counsel a
prospectus covering the Debentures is required by law to be
delivered in connection with sales by an Underwriter or
dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to
make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not
misleading, or if it shall be necessary to amend or supplement
the Prospectus to comply with law, forthwith to prepare and
furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses you will furnish to the
Company) to which Debentures may have been sold by you on
behalf of the Underwriters and to any other dealers upon
request, either amendments or supplements to the Prospectus so
that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when
the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus will comply with law.
(d) To endeavor to qualify the Debentures for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request and to pay all expenses (including
fees and disbursements of counsel) in connection with such
qualification and in connection with the determination of the
eligibility of the Debentures for investment under the laws of
such jurisdictions as you may designate.
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(e) To make generally available to the Company's security holders
as soon as practicable an earnings statement covering the
twelve-month period beginning after the date of this
Agreement, which shall satisfy the provisions of Section 11(a)
of the Securities Act of 1933 (including Rule 158 thereunder).
(f) During the period beginning on the date of this Agreement and
terminating on the Closing Date not to offer, sell, contract
to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Debentures, without your
prior written consent.
VI.
The Company represents and warrants to each Underwriter that (i) each
prospectus and prospectus supplement filed as part of the registration statement
as originally filed or as part of any amendment thereto or filed pursuant to
Rule 424 under the Securities Act of 1933, complied when so filed in all
material respects with the requirements of the Securities Act of 1933 and the
applicable rules and regulations thereunder, (ii) each document incorporated by
reference in the Prospectus complied when filed (and each document subsequently
filed by the Company pursuant to the Securities Exchange Act of 1934 and deemed
incorporated by reference into the Prospectus will, at the time of filing,
comply) in all material respects with the provisions of the Securities Exchange
Act of 1934, together with the applicable rules and regulations of the
Commission thereunder, and (iii) the Registration Statement and Prospectus, as
amended or supplemented, will comply in all material respects with the
Securities Act of 1933 and the applicable rules and regulations thereunder and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; except that these representations and warranties do not
apply to statements or omissions in the Registration Statement or the
Prospectus, or any preliminary prospectus based upon information furnished to
the Company in writing by any Underwriter expressly for use therein.
The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of Section
15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of
1934, from and against any and all losses, claims, damages and liabilities
(including the fees and expenses of counsel in connection with any governmental
or regulatory investigation or proceeding) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or Prospectus (if used within the period set forth in paragraph (c) of
Article V hereof and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to the Company by any
Underwriter expressly for use therein.
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In case any action shall be brought against any Underwriter or any
person controlling such Underwriter, based upon the Registration Statement or
Prospectus or any amendment or supplement thereto or any preliminary prospectus
and in respect of which indemnity may be sought against the Company, such
Underwriter shall promptly notify the Company in writing, and the Company, upon
the request of such Underwriter, shall assume the defense thereof on behalf of
such Underwriter or controlling person, including the employment of counsel and
payment of all expenses. In any such action, any Underwriter or any such
controlling person shall have the right to employ its own counsel but the fees
and expenses of such counsel shall be at the expense of such Underwriter or such
controlling person unless (i) the employment of such counsel has been
specifically authorized in writing by the Company or (ii) the named parties to
any such action (including any impleaded parties) include both such Underwriter
or such controlling person and the Company and such Underwriter or such
controlling person shall have been advised by such counsel that there maybe one
or more legal defenses available to it which are different from or additional to
those available to the Company (it being understood, however, that the Company
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to one firm of
local counsel) for all such Underwriters and controlling persons, which firm
shall be designated in writing by you, and that such fees and expenses shall be
reimbursed as they are incurred). The Company shall not be liable for
indemnification (or contribution as provided below) with respect to the
settlement of any such action effected without its written consent, but if
settled with the written consent of the Company or if there be a final judgment
for the plaintiff in any such action, the Company agrees to indemnify and hold
harmless any Underwriter and any such controlling person from and against any
loss or liability by reason of such settlement or judgment (or to make
contribution as provided below).
Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and any person controlling the Company to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in writing by
such Underwriter expressly for use in the Registration Statement, the Prospectus
or any preliminary prospectus. In case any action shall be brought against the
Company, any of its directors or any such officer or controlling person based on
the Registration Statement, the Prospectus or any preliminary prospectus and in
respect of which indemnity may be sought against any Underwriter, the
Underwriter shall have the rights and duties given to the Company, and the
Company, its directors or any such officer or controlling person shall have the
rights and duties given to the Underwriter, by the preceding paragraph of this
Article VI.
If the indemnification provided for in the second paragraph of this
Article VI is unavailable to any Underwriter or other indemnified party in
respect of any losses, claims, damages or liabilities referred to therein, then
the Company, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and such Underwriter on the other from the offering of the Debentures
or(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect
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not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of such Underwriter on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on
the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in
the table on the cover page of the Prospectus. The relative fault of the
Company and of the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied
by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
If the indemnification provided for in this Article VI is sought solely
by the Company under the fourth paragraph hereof and there is no claim for
indemnification by any Underwriter or any person controlling such Underwriter
arising out of the same misstatement or omission and if such indemnification is
unavailable to the Company in respect of any losses, claims, damages or
liabilities referred to in such fourth paragraph, then each Underwriter, in lieu
of indemnifying the Company, shall contribute to the amount paid or payable by
the Company as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and of such Underwriter or Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of such Underwriter or
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VI were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the two immediately preceding
paragraphs. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in such paragraphs shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Article VI, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Debentures underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act
of 1933) shall be entitled to contribution from any person who is not guilty
of such fraudulent
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misrepresentation. The Underwriters' obligations to contribute pursuant to
this Article VI are several in proportion to their respective underwriting
percentages (as defined in the Agreement Among Underwriters relating to the
Debentures) and not joint.
The indemnity and contribution agreements contained in this Article VI
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its directors or officers or any person controlling the Company
and (iii) acceptance of and payment for any of the Debentures.
VII.
This Agreement shall be subject to termination in your absolute
discretion, by notice given to the Company, if (a) prior to the Closing Date (i)
trading in securities on the New York Stock Exchange or the American Stock
Exchange shall have been suspended or materially limited, (ii)trading in any
securities of the Company shall have been suspended on any national securities
exchange in the United States or in any over-the-counter market in the United
States, (iii) a general moratorium on banking activities in New York shall have
been declared by Federal or New York State authorities or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in the
financial markets or other calamity or crisis, any of which is material and
adverse and (b) in the case of any of the events specified in clauses (a)(i)
through(iv), such event either singly or together makes it, in your reasonable
judgment, impracticable to market the Debentures. Any termination of this
Agreement pursuant to this Article VII shall be without liability on the part of
the Company to the Underwriters, or the Underwriters to the Company.
VIII.
This Agreement shall become effective upon signature.
If any one or more of the Underwriters shall fail or refuse to purchase
Debentures which it or they have agreed to purchase hereunder, and the aggregate
principal amount of Debentures which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of the Debentures, the other Underwriters shall be
obligated severally in the proportions which the principal amount of Debentures
set forth opposite their names in Article I bears to the aggregate principal
amount of Debentures so set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Debentures which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase; provided that in no event shall the principal amount of
Debentures which any Underwriter has agreed to purchase pursuant to Article I
hereof be increased pursuant to this Article VIII by an amount in excess of
one-ninth of such principal amount of Debentures without the written consent of
such Underwriter. If any Underwriter or Underwriters shall fail or refuse to
purchase Debentures and the aggregate
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principal amount of Debentures with respect to which such default occurs is
more than one-tenth of the aggregate principal amount of Debentures and
arrangements satisfactory to you and the Company for the purchase of such
Debentures are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting
Underwriter or of the Company. In any such case which does not result in such
a termination, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus
or in any other documents or arrangements may be effected. Any action taken
under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.
Very truly yours,
CINERGY CORP.
By:
------------------------------
[title]
Accepted:
-------------------------------.
[Name of Managing Underwriter]
on behalf of the Underwriters
named in Article I hereof
By: -------------------------------.
[title]
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