-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxlCIJEzV/jWoh0VkHH+YGoDFbxPtjnzgeTl9P1ckQ6yvloTJPOE4xjdxTDO0bH2 yikproZChDIpyj6rLlnC/w== 0000930413-98-000913.txt : 19981014 0000930413-98-000913.hdr.sgml : 19981014 ACCESSION NUMBER: 0000930413-98-000913 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19981013 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL HUDSON GAS & ELECTRIC CORP CENTRAL INDEX KEY: 0000018647 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 140555980 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-65597 FILM NUMBER: 98724555 BUSINESS ADDRESS: STREET 1: 284 SOUTH AVE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 BUSINESS PHONE: 9144522000 MAIL ADDRESS: STREET 1: 284 SOUTH AVENUE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 S-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October --, 1998 Registration No. 333------ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ CENTRAL HUDSON GAS & ELECTRIC CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEW YORK 14-0555980 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 284 SOUTH AVENUE POUGHKEEPSIE, NEW YORK 12601-4879 (914) 452-2000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JOHN E. MACK III, CHAIRMAN OF THE BOARD 284 SOUTH AVENUE POUGHKEEPSIE, NEW YORK 12601-4879 (914) 486-5239 OR WILLIAM P. REILLY, ASSISTANT SECRETARY ONE CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10005-1401 (212) 344-5680 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE) ----------------- COPIES OF ALL COMMUNICATIONS TO: DAVID P. FALCK, ESQ. WINTHROP, STIMSON, PUTNAM & ROBERTS ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004-1490 (COUNSEL FOR THE AGENTS) (212) 858-1438 ----------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective, when warranted by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|_____________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|___________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(1) PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------------------------------ Debt Securities . . . . . . . . . . . . $45,000,000 100% $45,000,000 $13,275 - ------------------------------------------------------------------------------------------------------------------------------------
(1) Exclusive of accrued interest, if any, and estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as a part of this Registration Statement also relates to $65,000,000 aggregate amount of Debt Securities registered pursuant to Registration Statement No. 33-56349, in respect of which a registration fee in the amount of $22,425 was previously paid. AMENDMENT FILED IN ACCORDANCE WITH RULE 473(a) The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 13, 1998 PROSPECTUS CENTRAL HUDSON GAS & ELECTRIC CORPORATION DEBT SECURITIES By this prospectus, we may offer from time to time up to $110,000,000 of our Debt Securities. The Debt Securities may be issued in one or more series and will be unsecured. Any series may provide for one or more issuances of Debt Securities. The Debt Securities of each series or issuance will be offered on terms to be determined at the time of sale. The Debt Securities may be issued as individual securities in registered form, or as one or more global securities in registered form. WE WILL PROVIDE THE SPECIFIC TERMS OF THE DEBT SECURITIES IN ONE OR MORE SUPPLEMENTS TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND THE APPLICABLE SUPPLEMENTS CAREFULLY BEFORE YOU INVEST. We may offer the Debt Securities in any of the following ways: o directly; o through agents; o through dealers; or o through one or more underwriters or a syndicate of underwriters in an underwritten offering. We will describe the plan of distribution for any Debt Securities in the applicable supplements. "Plan of Distribution" inside also provides more information on this topic. ----------------------- THE DEBT SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE ANY OF THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------- THE DATE OF THIS PROSPECTUS IS OCTOBER _, 1998 TABLE OF CONTENTS PAGE About this Prospectus...................................................... 2 Where You Can Find More Information........................................ 2 The Company................................................................ 3 Use of Proceeds............................................................ 4 Ratios of Earnings to Fixed Charges........................................ 4 Description of the Debt Securities......................................... 5 Legal Opinions and Experts................................................. 11 Plan of Distribution....................................................... 11 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement (No. 333-________) that we filed with the Securities and Exchange Commission ("SEC") utilizing a "shelf" registration process. Under this shelf process, we may offer, from time to time, the Debt Securities described in this prospectus in one or more offerings with a total aggregate principal amount not to exceed $110,000,000. This prospectus provides you with a general description of the Debt Securities we may offer. Each time we offer Debt Securities, we will provide you with a prospectus supplement and, if applicable, a pricing supplement. The prospectus supplement and any applicable pricing supplement will describe the specific amounts, prices and terms of the Debt Securities being offered. The prospectus supplement and any applicable pricing supplement may also add, update or change information in this prospectus. Please carefully read this prospectus, the applicable prospectus supplement and any applicable pricing supplement, together with the information contained in the documents referred to under the heading "Where You Can Find More Information." WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements, and other information with the SEC. You may read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public over the Internet at the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents that we have filed with the SEC and our future filings with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering of the Debt Securities is completed: o Annual Report on Form 10-K for the year ended December 31, 1997; o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, and June 30, 1998; and o Current Reports on Form 8-K dated January 7, 1998, February 10, 1998, July 24, 1998 (as amended by Amendment No. 1 on Form 8-K/A dated August 4, 1998 and October 9, 1998). -2- You may obtain a copy of these filings, at no cost, by writing to or telephoning us at the following address: Treasurer Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, New York 12601-4879 (914) 486-5254 YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT, AND IN ANY PRICING SUPPLEMENT. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS, ANY APPLICABLE PROSPECTUS SUPPLEMENT OR ANY PRICING SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE COVER OF THE DOCUMENT. WE ARE NOT MAKING AN OFFER OF THE DEBT SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED. THE COMPANY Central Hudson Gas & Electric Corporation is a public utility that serves the Mid-Hudson River Valley region of New York State. We or our predecessors have been in business since 1900. We generate, purchase, transmit and sell electricity and purchase, transport and sell natural gas. Our principal executive office is located at 284 South Avenue, Poughkeepsie, New York 12601-4879 and our telephone number is (914) 452-2000. Total revenues and operating income before income taxes (expressed as percentages), derived from our electric and gas operations accounted for approximately the following percentages of total revenues and operating income before income taxes for each of the last three years: Percent of Percent of Operating Total Revenues Income Before Income Taxes --------------------- -------------------------- Electric Gas Electric Gas -------- --- -------- --- 1997............ 80% 20% 85% 15% 1996............ 81% 19% 88% 12% 1995............ 80% 20% 90% 10% For the year ended December 31, 1997, we served an average of 266,471 electric and 61,402 natural gas customers monthly. Our total electric revenues during that period were derived from the following sources (approximate): o 43% from residential customers; o 31% from commercial customers; o 17% from industrial customers; and o 9% from other utilities and miscellaneous sources. Our total natural gas revenues during that period were derived from the following sources (approximate): o 43% from residential customers; o 32% from commercial customers; o 5% from industrial customers; o 15% from interruptible customers; and o 5% from miscellaneous sources (including revenues from transportation of customer-owned natural gas). -3- Our largest customer is International Business Machines Corporation, which accounted for approximately 9% of our total electric revenues and approximately 1% of our total gas revenues for the year ended December 31, 1997. On September 25, 1998, our shareholders approved a holding company restructuring proposal set forth in an Agreement and Plan of Exchange between us and CH Energy Group, Inc. This restructuring is expected to become effective during the first half of 1999. As part of the restructuring, all of the outstanding shares of our common stock will be exchanged on a share-for-share basis for shares of CH Energy's common stock and we and most of our subsidiaries will become subsidiaries of CH Energy. Our debt securities and preferred stock outstanding on the date that the restructuring becomes effective will remain outstanding after that date and will not be changed. USE OF PROCEEDS We are offering hereby our unsecured Debt Securities, in the maximum amounts described on the cover page of this prospectus, on terms to be determined when an agreement or agreements to sell any or all of the Debt Securities are made from time to time. We expect to use the net proceeds from sales of the Debt Securities for: (a) the payment of maturing issues of long-term debt; (b) repayment of short-term debt expected to be incurred to fund contributions of additional equity to our unregulated subsidiaries; (c) repayment of short-term debt incurred or expected to be incurred for working capital requirements in connection with our construction program; and (d) financing expenditures for our construction program and for other corporate purposes, including repurchases by us of our common stock. More specific information concerning the use of the proceeds from any particular sale of Debt Securities will be set forth in the applicable prospectus supplement. Pending application for such purposes, proceeds from the sale of the Debt Securities may be temporarily invested in short-term instruments. We anticipate the need for additional funds for our construction program and for other corporate purposes and expect to incur short-term borrowings and may issue and sell additional securities as needed, in amounts and of types presently undetermined. Reference is made to the information contained in the documents referred to under the caption "Where You Can Find More Information" regarding our construction program and other significant capital requirements and our general financing plan and capabilities. RATIOS OF EARNINGS TO FIXED CHARGES Our ratio of earnings to fixed charges for each of the last five fiscal years and the three, six and twelve months ended June 30, 1998 is as follows:
Three Six Twelve Months Months Months Ended Ended Ended Year Ended December 31, June 30, June 30, June 30, ----------------------- -------- -------- -------- 1993 1994 1995 1996 1997 1998 1998 1998 ---- ---- ---- ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges..... 3.29 3.38 3.68 4.08 3.94 3.12 4.17 3.73 -4-
For purposes of this ratio: (i) earnings consist of pretax income from continuing operations to which fixed charges have been added; and (ii) fixed charges consist of interest charges on first mortgage bonds, other long-term debt, short-term debt, other interest charges, amortization of premium and expense on debt and the portion of rents representative of the interest factor. DESCRIPTION OF THE DEBT SECURITIES GENERAL: The Debt Securities will be issued under an indenture, dated as of April 1, 1992 ("Indenture"), between us and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee ("Trustee"). The following are summaries of the Debt Securities and the Indenture. These summaries do not purport to be complete and are qualified in their entirety by the detailed provisions of the Indenture, to which we refer you. The Indenture does not limit the aggregate principal amount of securities which may be issued thereunder. The Debt Securities and all other securities issued and hereafter to be issued under the Indenture are collectively referred to as the "Securities." The Indenture does not limit the amount of other debt, secured or unsecured, which we may issue. The Debt Securities will rank PARI PASSU with all of our other unsecured indebtedness. Reference is made to the applicable prospectus supplement for a description of the following terms of specific series of Debt Securities: (i) the title of Debt Securities of such series; (ii) the limit, if any, upon the aggregate principal amount of Debt Securities of such series; (iii) the rate or rates, or the method of determination thereof, at which Debt Securities of such series will bear interest, if any; the date or dates from which such interest will accrue; the dates on which such interest will be payable ("Interest Payment Date"); and the regular record dates for the interest payable on such Interest Payment Dates; (iv) our obligation, if any, to redeem or purchase Debt Securities of such series pursuant to any sinking fund or analogous provisions or at the option of the holder thereof and the periods within which or the dates on which, the prices at which and the terms and conditions upon which Debt Securities of such series will be redeemed or purchased, in whole or in part, pursuant to such obligation; (v) the periods within which or the dates on which, the prices at which and the terms and conditions upon which such Debt Securities may be redeemed or repurchased, if any, in whole or in part, at our option; (vi) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of such series will be issuable; (vii) whether Debt Securities of such series are to be issued in whole or in part in the form of one or more global securities and, if so, the identity of the depositary for such global securities; (viii) the terms under which Debt Securities of such series may be convertible into our common stock or our other securities; and (ix) any other terms of such Debt Securities not inconsistent with the provisions of the Indenture. PAYMENT OF DEBT SECURITIES; TRANSFERS, EXCHANGES: Except as may be provided in the applicable prospectus supplement, interest, if any, on each Debt Security payable on each Interest Payment Date will be paid to the person in whose name such Debt Security is registered (the registered holder of any Security being herein called a "Holder") as of the close of business on the regular record date relating to such Interest Payment Date; PROVIDED, HOWEVER, that interest payable at maturity (whether at stated maturity, upon redemption or otherwise, hereinafter "Maturity") will be paid to the person to whom the principal of such Debt Security is paid. However, if there has been a default in the payment of interest on any Debt Security, such defaulted interest may be payable to the Holder of such Debt Security as of the close of business on a date selected by the Trustee not more than 15 days and not less than 10 days prior to the date we propose for payment of such defaulted interest. Principal of and premium, if any, and interest, if any, on the Debt Securities at Maturity will be payable upon presentation of the Debt Securities at the principal corporate trust office of U.S. Bank Trust National -5- Association, or of any successor paying agent, in New York, New York. We may change the place of payment on the Debt Securities, may appoint one or more paying agents (including ourselves) and may remove any paying agent, all in our discretion. The applicable prospectus supplement, or a supplement thereto, will identify any new place of payment and any paying agent appointed and will disclose the removal of any paying agent effected prior to the date of such prospectus supplement or supplement thereto. The transfer of Debt Securities may be registered, and Debt Securities may be exchanged for other Debt Securities of authorized denominations and of like tenor and aggregate principal amount, at the principal corporate trust office of U.S. Bank Trust National Association, or any successor transfer agent and registrar, in New York, New York. We may change the place for registration of transfer of the Debt Securities, may appoint one or more additional security registrars or transfer agents (including ourselves) and may remove any security registrar or transfer agent, all in our discretion. The applicable prospectus supplement, or a supplement thereto, will identify any new place for registration of transfer and any additional security registrar or transfer agent appointed and will disclose the removal of any security registrar or transfer agent effected prior to the date of such prospectus supplement or supplement thereto. No service charge will be made for any transfer or exchange of the Debt Securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. We will not be required (a) to issue, register the transfer of, or exchange Debt Securities during a period of 15 days prior to giving any notice of redemption or (b) to issue, register the transfer of, or exchange any Debt Security selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part. REDEMPTION: Any terms of the optional or mandatory redemption of any series of Debt Securities will be set forth in the applicable prospectus supplement. Except as shall otherwise be provided with respect to any series of Debt Securities, or any tranche thereof, redeemable at the option of the Holder, the Debt Securities of such series, or any tranche thereof, will be redeemable only upon notice, by mail, not less than 30 nor more than 60 days prior to the date fixed for redemption and, if less than all of the Debt Securities of any series, or any tranche thereof, are to be redeemed, the particular Debt Securities will be selected by such method as the Trustee deems fair and appropriate. Any notice of optional redemption may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Debt Securities and that if such money has not been so received, such notice will be of no force or effect and we will not be required to redeem such Debt Securities. EVENTS OF DEFAULT: The following constitute events of default under the Indenture with respect to each series of Securities outstanding thereunder: (a) failure to pay any interest on any Security of such series within 60 days after the same becomes due and payable; (b) failure to pay any principal of or premium, if any, on any Security of such series within three Business Days (as defined in the Indenture) after the same becomes due and payable; (c) failure to perform or breach of any of our covenants or warranties in the Indenture (other than a covenant or warranty solely for the benefit of one or more series of Securities other than the Debt Securities) for 60 days after written notice to us by the Trustee, or to us and the Trustee by the Holders of at least 33% in principal amount of the Securities of such series outstanding under the Indenture as provided in the Indenture; (d) a default under any evidence of indebtedness by us (including a default with respect to any series of Securities or any First Mortgage Bonds ("Mortgage Bonds") issued under our Indenture of Mortgage, dated as of January 1, 1927, to The Bank of New York, as trustee, as supplemented and -6- amended (the "Mortgage")), or a default under any instrument under which there may be issued any such indebtedness (including the Indenture and the Mortgage), in each case aggregating in excess of $5 million, which default shall constitute a failure to pay the principal of such indebtedness when due and payable (after the expiration of any applicable grace period) or shall have resulted in the acceleration of when such indebtedness becomes due and payable if (i) either the Trustee, or at least 10% in principal amount of any outstanding series of Securities, shall have given us notice of such default and (ii) within 10 days of said notice, such indebtedness is not discharged or such acceleration is not rescinded or annulled; (e) certain events of bankruptcy, insolvency or reorganization; and (f) any other event of default specified with respect to Securities of such series. REMEDIES: If an event of default with respect to any series of Securities occurs and is continuing, then either the Trustee or the Holders of not less than 33% in principal amount of the outstanding Securities of such series may declare the principal amount (or if the Securities of such series are discount notes or similar Securities, such portion of the principal amount as may be specified in the applicable prospectus supplement) of all of the Securities of such series to be due and payable immediately; PROVIDED, HOWEVER, that if such an event of default occurs and is continuing with respect to more than one series of Securities, the Trustee or the Holders of not less than 33% in aggregate principal amount of the outstanding Securities of all such series, considered as one class, may make such declaration of acceleration and not the Holders of the Securities of any one of such series. At any time after the declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the event or events of default giving rise to such declaration of acceleration will, without further act, be deemed to have been waived, and such declaration and its consequences will, without further act, be deemed to have been rescinded and annulled, if: (a) we have paid or deposited with the Trustee a sum sufficient to pay (1) all overdue interest on all Securities of such series, (2) the principal of and premium, if any, on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (3) interest upon overdue interest at the rate or rates prescribed therefor in such Securities, to the extent that payment of such interest is lawful, and (4) all amounts due to the Trustee under the Indenture; and (b) any other event or events of default with respect to the Securities of such series, other than the nonpayment of the principal of the Securities of such series which has become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture. If any such event of default with respect to the Securities of any series occurs and is continuing, the Holders of a majority in principal amount of the outstanding Securities of such series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; PROVIDED, -7- HOWEVER, that if such an event of default occurs and is continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the outstanding Securities of all such series, considered as one class, will have the right to make such direction, and not the Holders of the Securities of any one of such series; and provided, further, that (a) such direction will not be in conflict with any rule of law or with the Indenture and could not involve the Trustee in personal liability in circumstances where reasonable indemnity would not be adequate, (b) the Trustee may take any other action it deems proper which is not inconsistent with such direction, and (c) the Trustee shall not be obligated to take any action unduly prejudicial to Holders not joining in such direction. The right of a Holder of any Security of such series to institute a proceeding with respect to the Indenture is subject to certain conditions precedent, but each Holder has an absolute right to receive payment of principal and premium, if any, and interest, if any, when due and to institute suit for the enforcement of any such payment. The Indenture provides that the Trustee, within 90 days after the occurrence of any default thereunder with respect to the Securities of a series, is required to give the Holders of the Securities of such series notice of any default known to it, unless cured or waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment of principal of or premium, if any, or interest, if any, on any Securities of such series, the Trustee may withhold such notice if the Trustee determines that it is in the interest of such Holders to do so; and provided, further, that in the case of such an event of default of the character specified above in clause (c) under "Description of the Debt Securities - Events of Default," no such notice shall be given to such Holders until at least 75 days after the occurrence thereof. We will be required to furnish annually to the Trustee a statement as to our performance of certain of our obligations under the Indenture and as to any default in such performance. COVENANTS: MAINTENANCE OF PROPERTY; PRESERVATION OF RIGHTS; CONSOLIDATION, OR MERGER, ETC.; NEGATIVE PLEDGE: We will cause (or, with respect to property owned in common with others, make a reasonable effort to cause) all our properties used or useful in the conduct of our business to be maintained and kept in good condition, repair and working order, ordinary wear and tear excepted, and will cause (or with respect to property owned in common with others, make a reasonable effort to cause) to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as, in our judgment, may be necessary so that the business carried on in connection therewith may be properly conducted; PROVIDED, HOWEVER, that the foregoing shall not prevent us from discontinuing, or causing the discontinuance of, the operation and maintenance of any of our properties if such discontinuance is, in our judgment, desirable in the conduct of our business. Subject to the provisions described in the next paragraph, we will do or cause to be done all things necessary to preserve and keep in full force and effect our corporate existence and our rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that we shall not be required to preserve any such right or franchise if, in our judgment, (i) preservation thereof is no longer desirable in the conduct of our business and (ii) the loss thereof does not adversely affect the interests of the Holders in any material respect. We will not consolidate with or merge into any other corporation or corporations or convey, transfer or lease our properties and assets substantially as an entirety to any person or persons unless (a) the corporation or corporations formed by such consolidation or into which we are merged or the person or persons which acquires by conveyance or transfer, or which leases, our properties and assets substantially as an entirety, expressly assumes, by supplemental indenture, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the outstanding Securities and the performance of all of our covenants under the Indenture, (b) immediately after giving effect to any such transaction no event of default, and no event which after notice or lapse of time would become an event of default, will have occurred and be continuing, and (c) we will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel as provided in the Indenture. -8- We will not incur or permit to exist any mortgage, lien, pledge, charge or encumbrance of any kind (other than "Excepted Encumbrances") upon our property (other than "Excepted Property") to secure indebtedness without equally and ratably securing the outstanding Securities of all series, including the Debt Securities; PROVIDED, HOWEVER, that this restriction shall not apply in certain circumstances, including the pledging by us of assets in connection with the incurrences of indebtedness in aggregate principal amount not exceeding 3% of our net tangible utility assets at any time outstanding. "Excepted Encumbrances" includes, among other things, the following: (i) liens for taxes not delinquent and liens for taxes which are delinquent but are being contested in good faith by us; (ii) easements, rights of way, restrictions or reservations in our property for, among other things, roads, utility transmission and distribution facilities and other utility rights of way and immaterial defects in title; (iii) purchase money mortgages on property acquired after the date of the Indenture; (iv) liens existing on assets prior to the acquisition thereof; (v) the lien of the Mortgage (accordingly, there is no restriction in the Indenture on additional issuances of Mortgage Bonds); and (vi) liens arising out of the refinancing, extension renewal or refunding of indebtedness secured by any lien permitted as certain Excepted Encumbrances, including by any of the foregoing clauses (iii), (iv) and (v). "Excepted Property" generally means personal property used in our ordinary business, including cash, accounts receivable, stock in trade, products generated or purchased by us, office equipment, motor vehicles, fuel and gas. MODIFICATION OF INDENTURE: Without the consent of any Holders of Securities, we and the Trustee may enter into one or more supplemental indentures for any of the following purposes: (a) to evidence the succession of another person to us and the assumption by any such successor of our covenants in the Indenture and the Securities; or (b) to add to our covenants for the benefit of the Holders of all or any series of outstanding Securities, or any tranche thereof, or to surrender any right or power conferred upon us by the Indenture; or (c) to add any additional events of default with respect to all or any series of outstanding Securities; or (d) to change or eliminate any provision of the Indenture or to add any new provision to the Indenture; PROVIDED that if such change, elimination or addition will adversely affect the interests of the Holders of Securities of any series or tranche in any material respect, such change, elimination or addition will become effective with respect to such series or tranche only when there is no Security of such series or tranche remaining outstanding under the Indenture; or (e) to provide collateral security for the Securities; or (f) to establish the form or terms of Securities of any series or tranche as permitted by the Indenture; or (g) to evidence and provide for the acceptance of appointment of a successor Trustee under the Indenture with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or to facilitate the administration of the trusts under the Indenture by more than one trustee; or (h) to provide for the procedures required to permit the utilization of a noncertificated system of registration for any series of Securities; or (i) to change any place where (1) the principal of and premium, if any, and interest, if any, on Securities of any series, or any tranche thereof, shall be payable, (2) any Securities of any series, or any tranche thereof, may be surrendered for registration of transfer, (3) Securities of any series, or any tranche thereof, may be surrendered for exchange, and (4) notices and demands to or upon us in respect of the Securities of any series, or any tranche thereof, and the Indenture may be served; or -9- (j) to cure any ambiguity, or inconsistency or to make any other provisions with respect to matters or questions arising under the Indenture, PROVIDED such other provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect. The Holders of a majority in aggregate principal amount of the Securities of all series then outstanding under the Indenture may, before the time compliance by us with certain restrictive provisions of the Indenture is required, waive our compliance with one or more of such provisions. The Holders of not less than a majority in principal amount of the Securities of any series then outstanding under the Indenture may waive any past default under the Indenture with respect to such series, except a default in the payment of principal, premium, or interest and certain covenants and provisions of the Indenture that cannot be modified or be amended without the consent of the Holder of each outstanding Security of such series affected. Without limiting the generality of the foregoing, if the Trust Indenture Act is amended after the date of the Indenture to require changes to the Indenture or the incorporation therein of additional provisions or permit changes to, or the elimination of, provisions which, at the date of the Indenture or at any time thereafter, are required by the Trust Indenture Act to be contained in the Indenture, we and the Trustee may, without the consent of any Holders, enter into one or more supplemental indentures to effect or reflect any such change, incorporation or elimination. Except as provided in the first paragraph under this subheading, the consent of the Holders of not less than a majority in principal amount of the Securities of all series then outstanding under the Indenture, considered as one class, is required for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture pursuant to one or more supplemental indentures; PROVIDED, HOWEVER, that if less than all of the series of Securities outstanding under the Indenture are directly affected by a supplemental indenture, then the consent only of the Holders of a majority in aggregate principal amount of the outstanding Securities of all series so directly affected, considered as one class, will be required; and PROVIDED, FURTHER, that if the Securities of any series shall have been issued in more than one tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Securities outstanding of all tranches so directly affected, considered as one class, shall be required; and PROVIDED, FURTHER, that no such supplemental indenture will, without the consent of the Holder of each Security outstanding under the Indenture of each such series or tranche directly affected thereby, (a) change the stated maturity of, or any installment of principal of or the rate of interest on (or the amount of any installment of interest on), any Security, or reduce the principal thereof or redemption premium thereon, if any, or change the amount payable upon acceleration of a discount note or method of calculating the rate of interest thereon, or otherwise modify certain terms of payment of the principal thereof or interest or premium thereon, (b) reduce the percentage in principal amount of the Securities outstanding under such series or tranche required to consent to any supplemental indenture or waiver of compliance with any provision of the Indenture or any default under the Indenture and its consequences, or to reduce the requirements for quorum and voting, or (c) modify certain of the provisions in the Indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities or of one or more tranches thereof, or which modifies the rights of the Holders of Securities of such series or tranche with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of any other Securities. DEFEASANCE: The Securities of any series, or any portion of the principal amount thereof, will be deemed to have been paid for purposes of the Indenture (except as to any surviving rights of registration of transfer or exchange expressly provided for in the Indenture), and our entire indebtedness in respect thereof will be deemed to have been satisfied and discharged, if there shall have been irrevocably deposited with the Trustee, in trust: (a) money in the amount which will be sufficient, or (b) Government Obligations (as defined below), which do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide monies which, together with the money, if any, deposited with or held by the Trustee, will be sufficient, or (c) a combination of (a) and (b) which will be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the maturity thereof. For this purpose, "Government Obligations" include direct obligations of, or obligations unconditionally guaranteed by, the United States of America entitled to the benefit of the full -10- faith and credit thereof and certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof. As a condition to defeasing any series of Securities as described above, we are obligated to obtain a legal opinion to the effect that the defeasance will be tax free to the Holders of the Securities to be defeased. TITLE: We, the Trustee, and any agent of ours or the Trustee may treat the Holder of a Debt Security as the absolute owner thereof (whether or not such Debt Security may be overdue) for the purpose of making payment and for all other purposes. LEGAL OPINIONS AND EXPERTS The legality of the Debt Securities offered hereby and all legal matters in connection therewith will be passed upon for us by Gould & Wilkie, our general counsel, One Chase Manhattan Plaza, New York, New York and for any underwriter, dealer or agent by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York. The statements as to matters of law and legal conclusions under the headings "The Company" and "Description of the Debt Securities" have been reviewed by Gould & Wilkie and are set forth in reliance upon their opinion given upon their authority as experts. Our consolidated financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 1997 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. PLAN OF DISTRIBUTION We may sell the Debt Securities: (i) through underwriters or dealers; (ii) directly to one or more purchasers; or (iii) through agents. Each prospectus supplement will set forth the terms of the offering of the Debt Securities offered thereby, including the name or names of any underwriters, dealers or agents, the initial public offering price or purchase price of such Debt Securities, the proceeds we receive from such sale, any underwriting discounts and other items constituting underwriters' compensation, any discounts or concessions allowed or reallowed or paid to dealers, any securities exchange on which Debt Securities may be listed and the use of delayed delivery contracts, if any. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Only firms named in a prospectus supplement are deemed to be underwriters, dealers or agents in connection with the Securities offered thereby. If underwriters are used in the sale of the Debt Securities, such Debt Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Such Debt Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more underwriters. Any underwriters with respect to any of the Debt Securities will be named in the prospectus supplement applicable to such Debt Securities and, if an underwriting syndicate is used, the managing underwriter or underwriters will be named on the cover page of such prospectus supplement. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase any of the Debt Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of such Debt Securities if any are purchased. Subject to certain conditions, we may agree to indemnify the several underwriters or agents and their controlling persons against certain liabilities, including liabilities under the Securities Act of 1933, as amended, arising out of or based upon, among other things, any untrue statement or alleged untrue statement -11- of a material fact contained in the registration statement, this prospectus, a prospectus supplement or the documents incorporated by reference herein or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. See the applicable prospectus supplement. Any underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids to purchase the underlying Debt Security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the Debt Securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the Debt Securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the Debt Securities to be higher than it would otherwise be. The underwriters may engage in any such activities on any exchange or other market in which the Debt Securities may be traded. If commenced, the underwriters may discontinue those activities at any time. The prospectus supplement or pricing supplement, as applicable, will set forth the anticipated delivery date of the Debt Securities being sold at that time. Underwriters, dealers and agents or their affiliates may engage from time to time in various general financing, investment banking and commercial banking transactions with us and certain of our affiliates. -12- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. ITEM AMOUNT Filing fee, Securities and Exchange Commission.................... $13,275 Printing of Registration Statement, Prospectus, Indenture and Notes..................................... 3,000* Auditor's fees and expenses....................................... 3,000* Expenses in connection with qualification of securities under blue sky laws including counsel fees.................... 2,000* Legal services - Company's counsel................................ 60,000* Authentication and delivery of Notes and Trustee's fees and expenses including counsel fees...... 4,300* Agents' counsel fee and expenses.................................. 38,000* Rating agencies fees.............................................. 60,000* Miscellaneous disbursements....................................... 8,425* -------- Total.............................................$192,000* ======== - -------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Directors and officers of the Registrant are in certain cases entitled, pursuant to provisions contained in Sections 721 through 726 of the New York Business Corporation Law ("BCL"), Article II, Section 13, of the Bylaws of the Registrant, and the Registrant's Retirement Income Plan and Disability Plan, to indemnification against expenses and liabilities arising from their acts or omissions. The Bylaws of the Registrant contain provisions that the Registrant shall indemnify, to the full extent permitted by law, any person made, or threatened to be made, a party to any action or proceedings, whether civil or criminal, by reason of the fact that such person is or was a director or officer of the Registrant. The Registrant has entered into an indemnification agreement with each of its directors and officers. Each such agreement relates to indemnification by the Registrant to the full extent authorized or permitted by law for any civil or criminal action or proceeding arising by reason of that individual's role as a director or officer of the Board of Directors or as an officer or employee of the Registrant or service with any other corporation, partnership, joint venture, trust, employee benefit plan or enterprise in any such capacity at the request of the Registrant. In addition, the Registrant's Certificate of Incorporation exempts directors from certain liabilities arising out of events occurring on and after April 6, 1988, pursuant to Section 402(b) of the BCL. The Registrant, pursuant to authority granted by the BCL, has purchased liability insurance on behalf of itself and its directors and officers in connection with the corporate responsibilities of such directors and officers. The form of distribution agreement to which the offering contained in this Registration Statement relates also provides that the agents named therein will, under certain circumstances, indemnify the Registrant, its directors and officers, and any person who controls any thereof. II-1 ITEM 16. EXHIBITS. Following is the list of Exhibits, as required by Item 601 of Regulation S-K, filed as part of the Registration Statement, including Exhibits incorporated herein by reference: Exhibit Number (Regulation S-K Item 601 Designation) Exhibit ------------ ------- (1) - Form of Distribution Agreement. (4) - Instruments defining the rights of security holders: *(i)1 - Indenture, dated as of April 1, 1992, between Registrant and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee, dated as of April 1, 1992 (previously filed with the Company's Current Report on Form 8-K, dated May 27, 1992, as Exhibit (4)(ii)29). (i)2 - Form of Officers' Certificate, establishing the Notes, with form of Note attached. (5) - Opinion of counsel re legality. (12) - Statement showing the Computation of the Ratios of Earnings to Fixed Charges. (23) - Consents of experts and counsel. (a) - Consent of PricewaterhouseCoopers LLP. (b) - Consent of Gould & Wilkie (contained in their opinion, a copy of which is filed as Exhibit (5)). (24) - Power of attorney for each officer and director signing the Registration Statement. (24.1) - Certified copy of resolutions of the Board of Directors authorizing execution of the Registration Statement. (25) - Statement of Eligibility and Qualification on Form T-1 of U.S. Bank Trust National Association, as trustee under the Indenture, dated as of April 1, 1992, between Registrant and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee. - -------- * Incorporated herein by reference. II-2 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 ("Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offered range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in the first paragraph of Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense II-3 of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON THE 13TH DAY OF OCTOBER, 1998. CENTRAL HUDSON GAS & ELECTRIC CORPORATION (Registrant) By /S/ WILLIAM P. REILLY ------------------------------------------- (William P. Reilly, Attorney-in-Fact) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURES AND TITLES DATE JOHN E. MACK III, Chairman of the Board (Principal Executive Officer) and Director; STEVEN V. LANT, Treasurer and Assistant Secretary (Principal Financial Officer); DONNA S. DOYLE, Controller (Principal Accounting Officer); JACK EFFRON, FRANCES D. FERGUSSON, HEINZ K. FRIDRICH, EDWARD F.X. GALLAGHER, PAUL J. GANCI, CHARLES LAFORGE and EDWARD P. SWYER, Directors By /S/ WILLIAM P. REILLY October 13, 1998 -------------------------------------------------- (William P. Reilly, Attorney-in-Fact) II-5 INDEX TO EXHIBITS Exhibit Number (Regulation S-K Item 601 Designation) Exhibit ------------ ------- (1) - Form of Distribution Agreement. (4) - Instruments defining the rights of security holders: *(i)1 - Indenture, dated as of April 1, 1992, between Registrant and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee, dated as of April 1, 1992 (previously filed with the Company's Current Report on Form 8-K, dated May 27, 1992, as Exhibit (4)(ii)29). (i)2 - Form of Officers' Certificate, establishing the Notes, with form of Note attached. (5) - Opinion of counsel re legality. (12) - Statement showing the Computation of the Ratios of Earnings to Fixed Charges. (23) - Consents of experts and counsel. (a) - Consent of PricewaterhouseCoopers LLP. (b) - Consent of Gould & Wilkie (contained in their opinion, a copy of which is filed as Exhibit (5)). (24) - Power of attorney for each officer and director signing the Registration Statement. (24.1) - Certified copy of resolutions of the Board of Directors authorizing execution of the Registration Statement. (25) - Statement of Eligibility and Qualification on Form T-1 of U.S. Bank Trust National Association, as trustee under the Indenture, dated as of April 1, 1992, between Registrant and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as Trustee. - -------- * Incorporated herein by reference. EX-1 2 DISTRIBUTION AGREEMENT WSP&R DRAFT 10/8/98 EXHIBIT (1) Central Hudson Gas & Electric Corporation $___,000,000 Medium-Term Notes, Series __ DISTRIBUTION AGREEMENT __________ ___, ____ New York, New York [Agents' Names and Addresses] Dear Sirs: Central Hudson Gas & Electric Corporation, a New York corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale by the Company of up to $___,000,000 aggregate principal amount of its Medium-Term Notes, Series __ (the "Notes"). The Company proposes to issue the Notes under its Indenture (the "Indenture") dated as of April 1, 1992 to U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) ("U.S. Bank Trust") as successor to Morgan Guaranty Trust Company of New York, as trustee (the "Trustee"). The Notes will be issued in minimum denominations of $1,000 and integral multiples thereof (unless otherwise specified by the Company), will be issued only in fully registered form and will have the annual interest rates, maturities and, if appropriate, other terms set forth in a supplement or supplements to the Prospectus referred to below. The Notes will be issued, and the terms thereof established, in accordance with the Indenture and, in the case of Notes sold pursuant to Section 2(a), the Administrative Procedures attached hereto as Exhibit A (the "Procedures"). The Procedures may only be amended by written agreement of the Company and you after notice to, and with the approval of, the Trustee. For the purposes of this Agreement, the term "Agent" shall refer to any of you acting solely in the capacity as agent for the Company pursuant to Section 2(a) and not as principal (together, the "Agents"), the term "Purchaser" shall refer to any of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term "you" shall refer to you together at any time any of you is acting in both such capacities or in either such capacity. 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"). The Company filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form (File No. 33-56349), which became effective, for the registration under the Act of, among other things, up to $80,000,000 aggregate initial offering price of debt securities and shares of the Company's common stock. With $65,000,000 aggregate initial offering price of such securities remaining registered but unissued under such registration statement, the Company filed with the Commission a second registration statement on such Form (File No. 333-_____), which became effective, for the registration under the Act of an additional $45,000,000 aggregate principal amount of debt securities. Said second registration statement included a basic prospectus which pursuant to Rule 429 under the Act related to the $45,000,000 aggregate principal amount of debt securities registered thereunder and the $65,000,000 aggregate initial offering price of debt securities registered but unissued under the first registration statement, in each case, including the Notes (such debt securities being hereinafter collectively called the "Debt Securities"). Such registration statements, as amended at the date of this Agreement, meet the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and comply in all other material respects with said Rule. The Company has included in said second registration statement, or has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424 under the Act, a supplement or supplements to the form of prospectus included in such registration statement relating to the Notes and the plan of distribution thereof (such supplement being hereinafter called a "Prospectus Supplement"). In connection with the sale of Notes, the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424 under the Act one or more further supplements to the Prospectus Supplement providing for the specification of or a change in the interest rates, if any, maturity dates, issuance prices, redemption terms and prices, if any, and, if appropriate, other terms of the Notes sold pursuant hereto or the offering thereof (any such supplement being hereinafter called a "Pricing Supplement"). (b) At each of the following times: (i) as of the Execution Time, (ii) on the Effective Date, (iii) when any supplement to the Prospectus is filed with the Commission, (iv) as of the date of any Terms Agreement (as defined by Section 2(b)) and (v) at the date of delivery by the Company of any Notes sold hereunder (a "Closing Date"), (1) the Registration Statement, as amended as of any such time, and the Prospectus, as supplemented as of any such time, the Indenture, as amended or supplemented as of any such time, complied or will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the respective rules thereunder; (2) the Registration Statement, as amended as of any such time, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (3) the Prospectus, as supplemented as of any such time, will not include an untrue statement of a material fact or omit to state a material fact necessary in 2 order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, (B) any information contained in any Prospectus Supplement relating to The Depository Trust Company ("DTC") or DTC's book-entry system or (C) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by any of you specifically for use in connection with the preparation of the Registration Statement or the Prospectus (or any supplement thereto). (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "Effective Date" shall mean the later of (i) each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective or (ii) the time and date of the filing of the Company's most recent Annual Report on Form 10-K. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus relating to the Debt Securities contained in the Registration Statement at the Effective Date (unless such basic prospectus has been amended by the Company subsequent to the Effective Date, in which case "Basic Prospectus" shall mean the form of basic prospectus as so amended). "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement and as it may be further amended or supplemented at the particular time referred to. "Registration Statement" shall mean the registration statements referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as they may be amended at the particular time referred to. "Rule 415" and "Rule 424" refer to such rules under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amended", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. (d) Neither the Company nor any of its Subsidiaries (as hereinafter defined) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or is reasonably likely to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than pursuant to any stock 3 purchase, dividend reinvestment, savings, bonus, incentive, or similar plan, conversions of convertible securities into common stock or shares of capital stock issued or to be issued by any of the Subsidiaries pursuant to one or more subscription agreements in effect between such Subsidiaries and the Company at the date hereof) or long-term debt (other than any redemptions or purchases of First Mortgage Bonds of the Company issued under its Indenture of Mortgage, dated as of January 1, 1927, to The Bank of New York (under its then name American Exchange Irving Trust Company), as heretofore and as may hereafter be supplemented and amended ("First Mortgage Bonds"), normal amortization of debt premium and discount, bank or finance company borrowings and repayments in the ordinary course, or additional issuances or repurchases of commercial paper) of the Company or its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (e) Each of CH Resources, Inc., Central Hudson Enterprises Corporation, CH Energy Group, Inc., Phoenix Development Company, Inc., Greene Point Development Corporation (collectively the "Subsidiaries") and the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its Subsidiaries taken as a whole; and all of the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company subject to no security interest, other encumbrance or adverse claim. Notwithstanding the foregoing, if any corporation within the definition of "Subsidiaries" herein as of the date hereof or any subsequent date should hereafter or thereafter cease to be a subsidiary (within the meaning of Rule 405 promulgated by the Commission under the Act) of the Company, such corporation shall be deemed to be excluded from the definition of such term from and after such date. (f) The creation, issuance and sale of the Notes have been duly and validly authorized by the Company and, when issued within the limitations set forth in the orders of the Public Service Commission of the State of New York referred to in subsection (g) below and executed and authenticated in accordance with the provisions of the Indenture and delivered and paid for by the purchasers thereof, the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture equally and ratably with the securities outstanding thereunder; the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant 4 of good faith and fair dealing; and the Notes and the Indenture conform to the descriptions thereof in the Registration Statement and the Prospectus. (g) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture, this Agreement and any Terms Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject (except that, for purposes of this representation and warranty, compliance with any financial covenant requiring an arithmetic computation (not determinable at the Execution Time) in respect of any Notes shall be measured at the time of the establishment of the terms of such Notes), nor will such action result in any violation of the provisions of the Company's Certificate of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its property or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement or any Terms Agreement or the Indenture except such as have been obtained prior to the Execution Time under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the public offering of the Notes, and except for filings with and the orders from the Public Service Commission of the State of New York authorizing the issuance and sale by the Company of the Notes subject to certain conditions set forth therein, which orders have been obtained and are in full effect. (h) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (i) There are no contracts or documents of the Company or any of its Subsidiaries that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations thereunder that have not been so described or filed. 2. APPOINTMENT OF AGENTS; SOLICITATION BY THE AGENTS OF OFFERS TO PURCHASE; SALES OF NOTES TO A PURCHASER. (a) Subject to the terms and conditions set forth herein, the Company hereby authorizes, on an exclusive basis, each of the Agents to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company. On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of the Company, to use its reasonable best efforts to solicit offers to purchase the 5 Notes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. The Company reserves the right, in its sole discretion, to reject any offer to purchase Notes, in whole or in part. In addition, the Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed. The Company agrees to pay each Agent a commission on the Closing Date with respect to each sale of Notes by the Company as a result of a solicitation made by such Agent pursuant to this subsection, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the Company. Such commission shall be payable as specified in the Procedures. Subject to the provisions of this Section 2 and to the Procedures, offers for the purchase of Notes may be solicited by an Agent as agent for the Company at such times and in such amounts as such Agent deems advisable. The Company may from time to time offer Notes for sale otherwise than through an Agent; PROVIDED, HOWEVER, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent. (b) Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly to any of you as Purchaser, each such sale of Notes shall be made in accordance with the terms of this Agreement and, unless otherwise agreed by the Company and the Purchaser, any supplemental agreement relating thereto between the Company and the Purchaser. Each such supplemental agreement (which shall be substantially in the form of Exhibit B hereto) is herein referred to as a "Terms Agreement". The Purchaser's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto, specify the principal amount of such Notes, the price to be paid to the Company for such Notes, the rate at which interest will be paid on the Notes, the Closing Date for such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any modification of the requirements for the delivery of the opinions of counsel, the certificates from the Company or its officers, and the letter from the Company's independent public accountants, pursuant to Section 6(b). Such Terms Agreement shall also specify the period of time referred to in Section 4(m). Delivery of the certificates for Notes sold to the Purchaser pursuant to any Terms Agreement shall be made as agreed to between the Company and the Purchaser as set forth in the respective Terms Agreement, not later than the Closing Date set forth in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the respective Terms Agreement. 6 3. Offering and Sale of Notes. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. 4. AGREEMENTS. The Company agrees with you that: (a) Prior to the termination of the offering of the Notes, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus (except for (i) periodic or current reports filed under the Exchange Act, (ii) a Pricing Supplement or (iii) a supplement relating to an offering of Debt Securities other than the Notes) unless the Company has furnished each of you a copy for your review prior to filing and given each of you a reasonable opportunity to comment on any such proposed amendment or supplement. Subject to the foregoing sentence, the Company will cause each supplement to the Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424 within the time period prescribed. The Company will promptly advise each of you (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424, (ii) when, prior to the termination of the offering of the Notes, any amendment of the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, each of you shall forthwith suspend such solicitation and cease using the Prospectus as then supplemented), (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Prospectus to each of you in such quantities as you may reasonably request; PROVIDED, HOWEVER, that should any such event relate solely to activities of you, then you shall assume the expense of preparing and furnishing any such amendment or supplement. If such amendment or supplement, and any documents, certificates and opinions furnished to each of you pursuant to paragraph (g) of this Section 4 in connection with the preparation of filing of such amendment or supplement are satisfactory in all respects to you, you will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an 7 amendment to the Registration Statement, if such an amendment is required, resume your obligation to solicit offers to purchase Notes hereunder. (c) During the term of this Agreement, the Company will timely file all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on the date on which the Company (or as soon as practicable thereafter) makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the Exchange Act, the Company will furnish to each of you the information contained in such announcement. The Company will notify each of you of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a "watch list" for possible downgrading, by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), promptly after the Company learns of any such downgrading or public announcement. (d) As soon as practicable, the Company will make generally available to its security holders and to each of you an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to each of you and your counsel, without charge (except as otherwise provided herein), a reasonable number of copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus may be required by the Act, as many copies of the Prospectus and any supplement thereto as you may reasonably request. (f) The Company will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as any of you may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes, and upon your request will arrange for the determination of the legality of the Notes for purchase by institutional investors; PROVIDED, HOWEVER, that the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction, to pay filing fees and other expenses in connection therewith in the aggregate exceeding $4,000, or to comply with any other requirement reasonably deemed by the Company to be unduly burdensome. (g) During the term of this Agreement, the Company shall furnish to each of you (i) copies of all annual, quarterly and other reports furnished to stockholders, (ii) copies of all annual, quarterly and current reports (without exhibits but including documents incorporated by reference therein) of the Company filed with the Commission under the Exchange Act and (iii) such other information concerning the Company as you may reasonably request from time to time. (h) The Company shall, whether or not any sale of the Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof 8 and supplements thereto, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel, incurred pursuant to Section 4(f), the fees and disbursements of the Trustee and the fees of any ratings agency that rates the Notes, (ii) reimburse each of you on a monthly basis for all reasonable out-of-pocket expenses incurred by you in connection with this Agreement (including, but not limited to, advertising expenses), in the aggregate not to exceed $2,500 per Agent for the term of this Agreement, and (iii) pay the reasonable fees and expenses of your counsel incurred in connection with this Agreement. (i) Each acceptance by the Company of an offer to purchase Notes will be deemed to be a new making to you of the representations and warranties of the Company in Section 1 (except that such representations and warranties shall be deemed to relate solely to the Registration Statement as then amended and to the Prospectus as then amended and supplemented to relate to such Notes). (j) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of Debt Securities other than the Notes or (ii) a Pricing Supplement) the Company will deliver or cause to be delivered promptly to each of you a certificate of the Company, signed by any of the Chairman of the Board, the President and Chief Executive Officer, any Vice President having responsibilities for financial matters or the Controller or the Treasurer of the Company, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(d) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement. (k) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of Debt Securities other than the Notes or (ii) a Pricing Supplement), the Company shall furnish or cause to be furnished promptly to each of you a written opinion of Gould & Wilkie, counsel for the Company, satisfactory to each of you, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the opinion referred to in Section 5(b), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, such counsel may furnish each of you with a letter to the effect that you may rely on such counsel's last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement). (l) Except as otherwise provided in subsection (n) of this Section 4, each time that the Registration Statement or the Prospectus is amended or supplemented (other than by (i) an amendment or supplement relating to any offering of Debt Securities other than the Notes or (ii) a Pricing Supplement) to set forth amended or supplemental financial information (derived 9 from the accounting records of the Company subject to the internal controls of the Company's accounting system or derived directly from such records by computation), the Company shall cause its independent public accountants promptly to furnish each of you a letter, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter. (m) During the period, if any, specified in any Terms Agreement, the Company shall not, without the prior consent of the Purchaser thereunder, issue or announce the proposed issuance of any of its debt securities, including the Notes, with maturities or other terms substantially similar to the Notes being purchased pursuant to such Terms Agreement. (n) The Company shall not be required to comply with the provisions of subsections (j), (k) and (l) of this Section 4 during any period (which may occur from time to time during the term of this Agreement) for which the Company has instructed the Agents to suspend the solicitation of offers to purchase Notes; PROVIDED that, during any such period, any Purchaser does not then hold any Notes purchased pursuant to a Terms Agreement. Whenever the Company has instructed the Agents to suspend the solicitation of offers to purchase Notes for any such period, however, prior to instructing the Agents to resume the solicitation of offers to purchase Notes or prior to entering into any Terms Agreement, the Company shall be required to comply with the provisions of subsections (j), (k) and (l) of this Section 4, but only to the extent of delivering or causing to be delivered the most recent certificate, opinion or letter, as the case may be, which would have otherwise been required under each such subsection unless the Agents otherwise reasonably request that such documents in respect of prior periods be delivered. 5. CONDITIONS TO THE OBLIGATIONS OF THE AGENTS. The obligations of each Agent to solicit offers to purchase the Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date and when any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iv) the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424, the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to each Agent the opinion of Gould & Wilkie, counsel for the Company, dated the Execution Time, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with 10 power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company; PROVIDED, HOWEVER, that at such time, if ever, that the Subsidiaries together constitute 10% or more of the consolidated assets of the Company or contribute 10% or more of the consolidated net income of the Company for the then most recent 12-month period, the Agents may request that Gould & Wilkie include in any written opinion to them required by this Section 5(b) or Section 4(k) an opinion to the effect that each of the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and the Subsidiaries taken as a whole; and all of the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company subject to no security interest, other encumbrance, or adverse claim. (ii) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its Subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and the Indenture has been duly qualified under the Trust Indenture Act. (v) The creation, issuance and sale of the Notes have been duly and validly authorized by the Company and, when issued within the limitations set forth in the 11 applicable order or orders from the Public Service Commission of the State of New York referred to in paragraph (x) below and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing, and will be entitled to the benefit provided by the Indenture equally and ratably with the securities outstanding thereunder (except insofar as a sinking fund established in accordance with the provisions of the Indenture may afford additional benefit for the securities of any particular series); and the Notes and the Indenture conform as to legal matters to the descriptions thereof contained in the Registration Statement and the Prospectus. (vi) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated (except as to compliance with any financial covenant requiring an arithmetic computation not determinable at the Execution Time as to which such counsel need express no opinion) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or material other agreement or instrument known, as of the date of such opinion, to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Company's Certificate of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation known, as of the date of such opinion, to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the public offering of the Notes, and except for filings with and the orders from the Public Service Commission of the State of New York authorizing the issuance and sale by the Company of the Notes subject to certain conditions set forth therein, which orders have been obtained and, to the best knowledge of such counsel, are in full force and effect. (viii) The Registration Statement, at the Effective Date, and the Prospectus, as of the date of such opinion (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein and except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book- 12 entry system and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as to which such counsel need express no opinion) comply as to form in all material respects with all applicable requirements of the Act, and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; on the basis of information received from the Commission, at the date of such opinion, the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto have been instituted or are pending or threatened under Section 8 of the Act; and based on such counsel's participation in the preparation of the Registration Statement and Prospectus and its services as general counsel to the Company (but such opinion may state that such counsel did not independently check or verify the correctness of the statements made by the Company or factual information included in the Registration Statement and Prospectus, and thereby may assume the correctness thereof, except insofar as such statements or information relate to such counsel or are stated in the Registration Statement or Prospectus as having been made on their authority as experts), no facts have come to the attention of such counsel to cause them to believe, and such counsel have no reason to believe, that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus, except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book-entry system and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee), or that the Prospectus, as of the date of such opinion, includes an untrue statement of a material fact or omits 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 (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus and except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book-entry system). (ix) The Company is not subject to the provisions of the Public Utility Holding Company Act of 1935, except Section 9(a)(2) thereof; and the Company's gas distribution activities are exempt from the Natural Gas Act. (x) The Public Service Commission of the State of New York has issued an appropriate order or orders with respect to the issuance and sale of the Notes in accordance with this Agreement; to the best knowledge of such counsel, such orders are still in full force and effect; the issuance and sale of the Notes in accordance with this Agreement and subject to the limitations set forth in such orders will conform with the terms of such orders. 13 As to factual matters (including relating to the Company's financial condition) included in said opinion, such counsel may rely upon certificates of public officials as of a recent date, the warranties and representations of the Company set forth in this Agreement, and certificates of the Company made pursuant to the provisions of this Agreement. (c) Each Agent shall have received from Winthrop, Stimson, Putnam & Roberts, counsel for the Agents, an opinion, dated the Execution Time, with respect to the issuance and sale of the Notes, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to each Agent a certificate of the Company, signed by any of the Chairman of the Board, the President and Chief Executive Officer, any Vice President having responsibilities for financial matters, the Controller or the Treasurer of the Company, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied as a condition to the obligation of the Agents to solicit offers to purchase the Notes. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened. (iii) (1) Neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or is reasonably likely to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus and (2) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than pursuant to any stock purchase, dividend reinvestment, savings, bonus, incentive, or similar plan, conversions of convertible securities into common stock, or shares of capital stock issued or to be issued by any of the Subsidiaries pursuant to one or more subscription agreements in effect between such Subsidiaries and the Company at the date hereof), or long-term debt (other than any redemptions or purchases of First Mortgage Bonds, normal amortization of debt premium and discount, bank or finance company borrowings and repayments in the ordinary course, or additional issuances or repurchases of commercial paper) of the Company or 14 its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (e) At the Execution Time, PricewaterhouseCoopers LLP shall have furnished to each Agent a letter, dated as of the Execution Time, in form and substance satisfactory to the Agents, stating in effect that: (i) They are independent accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. (ii) In their opinion the financial statements and schedules of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, which are incorporated by reference in the Prospectus and examined by such firm, comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act, and the respective published rules and regulations thereunder. (iii) On the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of: (A) reading the amounts included in the Annual Report appearing in the table captioned "Five-Year Summary of Consolidated Operations and Selected Financial Information" for the five years ended December 31, 1997 (the "Audited Amounts") which were derived from the financial statements for such years as examined by such accountants (the "Audited Statements"), (B) performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited condensed interim financial statements of the Company included in the Registration Statement and the Prospectus (the "Unaudited Statements"), and reading any more recent unaudited interim financial data of the Company, (C) reading the minutes of meetings of the shareholders, Board of Directors and Committees of the Board of Directors of the Company held during the period from December 31, 1997 as set forth in the minutes book through a specified date not more than five business days prior to the date of such letter; and (D) making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested in Sections 5(e)(iii)(1) to 5(e)(iii)(4), nothing has come to their attention as a result of the foregoing procedures that caused them to believe that: (1) the Unaudited Statements incorporated by reference in the Registration Statement and the Prospectus do not comply in form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in Quarterly Reports on Form 10-Q under the Exchange Act; or 15 that any material modifications should be made to said Unaudited Statements for them to be in conformity with generally accepted accounting principles; (2) the Audited Amounts were not derived from the Audited Statements; (3) at the date of the latest available monthly unconsolidated balance sheet (as adjusted to reflect the relevant activity of the Subsidiaries through said date) of the Company read by such accountants, there was any change in the capital stock or long-term debt of the Company, or any decrease in the total shareholders' equity, as compared with amounts shown on the latest balance sheet included in the Audited Statements, except, in all instances, for changes or decreases which are described in such letter; or (4) for the period subsequent to the date of the Audited Statements to the date of the latest available monthly unconsolidated income statement (as adjusted to reflect the relevant activity of the Subsidiaries through said date) of the Company read by such accountants, there were any decreases, as compared with the corresponding period of the previous year, in total operating revenues or net income of the Company, except, in all instances, for changes or decreases which are described in such letter. (iv) They have compared certain dollar amounts (or percentages derived from such dollar amounts) and other financial information specified by the Agents (A) which appear in the Prospectus under the caption "Ratios of Earnings to Fixed Charges", (B) which appear or are incorporated by reference in the Company's Annual Report on Form 10-K incorporated by reference in the Registration Statement and the Prospectus under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" or (C) which appear in any of the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Registration Statement and the Prospectus under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Ratios of Earnings to Fixed Charges" (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the accounting records of the Company subject to the internal controls of the Company's accounting system or are derived directly from such records by computation) to the accounting records of the Company or schedules prepared from data in such records and have found such dollar amounts, percentages and other financial information to be in agreement. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Each Agent shall have received copies of the Letters of Representations between the Company, U.S. Bank Trust and DTC, satisfactory to each of you, summarizing DTC's agreement to hold, safekeep and effect book-entry transfers of the Notes. 16 (g) Prior to the Execution Time, the Company shall have furnished to each Agent such further information, documents, certificates and opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to such Agents and counsel for the Agents, this Agreement and all obligations of any Agent hereunder may be canceled at any time by the Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 5 at the Execution Time shall be delivered at the office of Gould & Wilkie, One Chase Manhattan Plaza, New York, New York 10005-1401. 6. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER. The obligations of the Purchaser to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of any related Terms Agreement and as of the Closing Date for such Notes, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) If specified by any related Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d), (ii) the opinion of Gould & Wilkie, counsel for the Company, dated as of the Closing Date, substantially to the effect set forth in Section 5(b), (iii) the opinion of Winthrop, Stimson, Putnam & Roberts, counsel for the Purchaser, dated as of the Closing Date, substantially to the effect set forth in Section 5(c) and (iv) the letter of PricewaterhouseCoopers LLP, independent public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Section 5(e); PROVIDED, HOWEVER, that references to the Registration Statement and the Prospectus in such certificate, opinions and letter shall be to the Registration Statement and the Prospectus as then amended and supplemented. (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and any Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser 17 thereunder and with respect to the Notes subject thereto may be canceled at, or any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. 7. RIGHT OF PERSON WHO AGREED TO PURCHASE TO REFUSE TO PURCHASE. The Company agrees that any person who has agreed to purchase and pay for any Note, including a Purchaser and any person who purchases pursuant to a solicitation by any of the Agents, shall have the right to refuse to purchase such Note if, at the Closing Date therefor, either (a) any condition set forth in Section 5 or 6, as applicable, shall not be satisfied or (b) subsequent to the agreement to purchase such Note, there shall have occurred (i) any change in or affecting the business or properties of the Company and its Subsidiaries, considered as one enterprise, the effect of which, in the reasonable judgment of such person, has a material adverse effect on the investment quality of such Note or (ii) any event described in paragraphs (ii), (iii), (iv) or (v) of Section 9(b). 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company will indemnify and hold harmless each of you against all losses, claims, damages or liabilities, joint or several, to which you may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each of you for any legal or other expenses reasonably incurred by each of you in connection with investigating or defending any such action or claim; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Notes or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any of you expressly for use in the Prospectus. (b) Each of you, severally, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by each of you, respectively, expressly for use therein; and will reimburse the Company for any 18 legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Any losses, claims, damages or liabilities for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages or liabilities are incurred. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as other equitable considerations, including relative fault. The relative fault 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 on the one hand or you on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and you agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if you 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 above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In connection with an offering of Notes purchased from the Company by two or more Agents as principal, the respective obligations of such Agents to contribute pursuant to this Section 8(d) are several, and not joint, in proportion to 19 the aggregate principal amount of Notes that each Agent has agreed to purchase from the Company. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any who controls any of you within the meaning of the Act or the Exchange Act; and the obligations of you under this Section 8 shall be in addition to any liability which you may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act or the Exchange Act. 9. TERMINATION. (a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated by either the Company as to any of you or any of you insofar as this Agreement relates to such of you, giving written notice of such termination to such of you or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in the third paragraph of Section 2(a), Section 4(d), Section 4(h), Section 8 and Section 10 and, so long as any Agent continues to own Notes purchased from the Company by such Agent pursuant to a Terms Agreement, subsections (a), (b) and (c) of Section 4. (b) Each Terms Agreement shall be subject to termination in the absolute discretion of the Purchaser, by notice given to the Company prior to delivery of any payment for Notes to be purchased thereunder, if prior to such time (i) the Purchaser shall exercise its right to refuse to purchase the Notes which are the subject of such Terms Agreement in accordance with the provisions of Section 7, or (ii) there shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis, the effect of which shall be such as to make it, in the reasonable judgment of the Purchaser, impractical to market the Notes or enforce contracts for the sale of the Notes, or (iii) trading in any securities of the Company shall have been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities, or (iv) if the rating assigned by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) to the Notes or any other debt securities of the Company as of the date of the applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed the Notes or any other debt securities of the Company on what is commonly termed a "watch list" for possible downgrading, or (v) the subject matter of any amendment or supplement to the Registration Statement or the Prospectus prepared and issued by the Company, or the exceptions set forth in any letter of PricewaterhouseCoopers LLP furnished pursuant to Section 5(e) hereof, shall have made it, in the judgment of the Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Secured Notes or the Unsecured Notes. 20 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the third paragraph of Section 2(a) and Sections 4(d), 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement; PROVIDED, HOWEVER, that if at the time of such termination or cancellation any Agent continues to own Notes purchased from the Company by such Agent pursuant to a Terms Agreement, the provisions of subsections (a), (b) and (c) of Section 4 shall also survive such termination or cancellation of this Agreement. 11. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered or telegraphed and confirmed to such of you, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 284 South Avenue, Poughkeepsie, New York 12601-4879, Attention: Treasurer. 12. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 13. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 14. COUNTERPARTS. This Agreement may be executed in counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. 21 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and you. Very truly yours, CENTRAL HUDSON GAS & ELECTRIC CORPORATION By:_______________________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. _________________________________ By:______________________________ Title: _________________________________ By:______________________________ Title: _________________________________ By:______________________________ Title: 22 SCHEDULE I COMMISSIONS: The Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold by such Agent: TERM COMMISSION RATE ---- --------------- From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .675% From 20 years up to and including 30 years .750% ADDRESS FOR NOTICE TO YOU: Notices to ________________, shall be directed to it at________________ __________________________, attention of ________________, _____________ Notices to ______________, shall be directed to it at ___________________ ________________________, attention of ________________, ______________ Notices to _______________, shall be directed to it at ___________________ __________________________, attention of ______________, _____________. WSPR DRAFT 10/8/98 EXHIBIT A Central Hudson Gas & Electric Corporation Medium-Term Notes, Series __ Administrative Procedures Medium-Term Notes, Series C (the "Notes"), are to be offered on a continuing basis by Central Hudson Gas & Electric Corporation (the "Company"). _________________________, _____________________, and ______________________, as agents (each an "Agent" and collectively the "Agents"), have agreed to use their reasonable best efforts to solicit offers to purchase the Notes. The Notes are being sold pursuant to a Distribution Agreement between the Company and the Agents dated __________ ___, ____ (the "Distribution Agreement"), to which these administrative procedures are attached as an exhibit. The Notes will be issued under the Company's Indenture, dated as of April 1, 1992 (the "Indenture"), to U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) ("U.S. Bank Trust"), as successor to Morgan Guaranty Trust Company of New York, as trustee (the "Trustee"). U.S. Bank Trust will act as the paying agent (the "Paying Agent") for the payment of principal and premium, if any, and interest on the Notes and will perform, as the Paying Agent, unless otherwise specified, the other duties specified herein. The Notes will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Company. The Notes have been registered with the Securities and Exchange Commission (the "Commission") and will bear interest at either fixed rates ("Fixed Rate Notes") or variable rates ("Floating Rate Notes"). Each Note will be represented by either a Global Security (as defined hereinafter) delivered to U.S. Bank Trust, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the holder thereof or a person designated by such holder (a "Certificated Note"). Except as set forth in the Prospectus (as defined in Section 1(c) of the Distribution Agreement), (i) each Note will be initially issued as a Book-Entry Note and (ii) an owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note. The procedures to be followed during, and the specific terms of, the solicitation of offers by the Agents and the sale as a result thereof by the Company are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof and Certificated Notes will be issued in accordance with the administrative procedures set forth A-1 in Part II hereof. Administrative procedures applicable to both Book-Entry Notes and Certificated Notes are set forth in Part III hereof. Administrative responsibilities, document control and record-keeping functions will be handled for the Company by its Controller or Treasurer. The Company will promptly advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture or the Distribution Agreement, the relevant provisions of the Notes, the Indenture and the Distribution Agreement shall control. Unless otherwise defined herein, terms defined in the Indenture shall be used herein as therein defined. PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, U.S. Bank Trust will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations to be delivered from the Company and U.S. Bank Trust to DTC and a Medium-Term Note Certificate Agreement between U.S. Bank Trust National Association (under its then name First Trust, National Association) and DTC, dated as of [January 31, 1991] (the "MTN Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). ISSUANCE: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Company will issue a single global security in fully registered form without coupons (a "Global Security") representing up to $___,000,000 principal amount of all such Notes that have the same date of maturity ("Maturity Date"), redemption provisions, if any, provisions for the repayment or purchase by the Company at the option of the Holder, if any, Interest Payment Dates, Original Issue Date, and, in the case of Fixed Rate Notes, interest rate, and, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Rate Determination Dates, Interest Payment Period, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any (in each case, and for all purposes of these administrative procedures, as defined in the Prospectus) (as defined in Section 1(c) of the Distribution Agreement) (collectively, the "Terms"). Each Global Security will be dated and issued as of the date of its authentication by the Trustee. No Global Security will represent any Certificated Note. IDENTIFICATION NUMBERS: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (the "CUSIP Service Bureau") for the reservation A-2 of one series of CUSIP numbers (including tranche numbers), which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing the Book-Entry Notes and previously issued Medium-Term Notes of the Company. The Company has obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to DTC and the Trustee a written list of 900 CUSIP numbers of such series. The Company will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "B". It is expected that DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Securities. At any time when fewer than 100 of the reserved CUSIP numbers of the series remain unassigned to Global Securities, the Trustee shall so advise the Company and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to the Trustee and DTC. REGISTRATION: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the Security Register maintained under the Indenture. It is expected that the beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and it is expected that DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. TRANSFERS: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferees and transferors of such Note. CONSOLIDATIONS: Upon receipt of written instructions from the Company, U.S. Bank Trust may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation (a copy of which shall be attached to the resulting Global Security) specifying (i) the CUSIP numbers of two or more Outstanding Global Securities that represent Book-Entry Notes having the same Terms and for which A-3 interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number to be assigned to such replacement Global Security. Upon receipt of such a notice, it is expected that DTC will send to its participants (including U.S. Bank Trust) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, U.S. Bank Trust will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, U.S. Bank Trust will exchange such Global Securities for a single Global Security bearing the new CUSIP number, and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not reassigned until the Book-Entry Notes represented by such exchanged Global Securities have matured or been redeemed. MATURITIES: Each Book-Entry Note will mature on a date not less than one year nor more than 30 years after the date of settlement for such Note. DENOMINATIONS: Book-Entry Notes will be issued in principal amounts of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. Global Securities will be denominated in principal amounts not in excess of $110,000,000. INTEREST: GENERAL. Interest on each Book-Entry Note will accrue from and including the original issue date of, or the last date to which interest has been paid on, the Global Security representing such Note. Each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date (provided that, in the case of Floating Rate Notes that reset daily or weekly, interest payments will include interest accrued to but excluding the Regular Record Date (as defined below) immediately preceding the Interest Payment Date) or the Maturity Date or, upon earlier redemption or repayment, the date of such redemption or repayment (the "Redemption Date"), as the case may be. Interest payable on the Maturity Date or the Redemption Date of a Book-Entry Note will be payable to the person to whom the principal of such Note is payable. Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. will use the information received in the pending deposit message described under Settlement Procedure "C" below in order to include the A-4 amount of any interest payable and certain other information regarding the related Global Security in the appropriate weekly bond report published by Standard & Poor's Corporation. RECORD DATES. The record date with respect to any Interest Payment Date shall be the December 15 or June 15, as the case may be (whether or not a Business Day) immediately preceding such Interest Payment Date (each a "Regular Record Date"). FIXED RATE BOOK-ENTRY NOTES. Interest payments on Fixed Rate Book-Entry Notes will be made semi-annually on January 1 and July 1 of each year and on the Maturity Date or the Redemption Date; PROVIDED, HOWEVER, that in the case of a Fixed Rate Book-Entry Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. FLOATING RATE BOOK-ENTRY NOTES. Interest payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Book-Entry Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure "A" below; PROVIDED, HOWEVER, that if an Interest Payment Date for Floating Rate Book-Entry Notes would otherwise be a day that is not a Business Day (as defined in the Prospectus) with respect to such Floating Rate Book-Entry Notes, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Book-Entry Notes, except in the case of a Floating Rate Book-Entry Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day; PROVIDED FURTHER, HOWEVER, that in the case of a Floating Rate Book-Entry Note issued between a Regular Record Date and an Interest Payment Date the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. PAYMENTS OF PRINCIPAL PAYMENT OF INTEREST ONLY. Promptly after AND INTEREST: each Regular Record Date, the Paying Agent will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest A-5 to be paid on each Global Security on the following Interest Payment Date (other than an Interest Payment Date coinciding with the Maturity Date) and the total of such amounts. It is expected that DTC will confirm the amount payable on each Global Security on such Interest Payment Date by reference to the appropriate (daily or weekly) bond reports published by Standard & Poor's Corporation. The Company will pay to the Paying Agent the total amount of interest due on such Interest Payment Date (other than on the Maturity Date), and the Paying Agent will pay such amount to DTC at the times and in the manner set forth under "Manner of Payment" below. If any Interest Payment Date for a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day, except that, if such Note is a LIBOR Note and such next succeeding Business Day is in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date. PAYMENTS ON MATURITY DATE, ETC. On or about the first Business Day of each month, the Paying Agent will deliver to the Company and DTC a written list of principal and, to the extent known at such time, interest to be paid on each Global Security maturing either on the Maturity Date or the Redemption Date in the following month. The Company and DTC will confirm with the Paying Agent the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity Date or the Redemption Date, as the case may be, of such Global Security. The Company will pay to the Paying Agent the principal amount of such Global Security, together with interest due on such Maturity Date or Redemption Date in the manner set forth below under "Manner of Payment". The Paying Agent will pay such amounts to DTC at the times and in the manner set forth below under "Manner of Payment". If the Maturity Date or the Redemption Date of a Global Security representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day, except that, if such Note is a LIBOR Note and such next succeeding Business Day is in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Maturity Date or the Redemption Date. Promptly after payment to DTC of the principal and interest due at the Maturity Date or the Redemption Date of such Global Security, the Paying Agent will cancel such Global Security in accordance with the terms of the Indenture. A-6 MANNER OF PAYMENT. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or on the Maturity Date or the Redemption Date shall be paid by the Company to the Paying Agent in immediately available funds for use by the Paying Agent no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Global Securities by wire transfer to the Paying Agent or by the Paying Agent's debiting the account of the Company maintained with the Paying Agent. The Company will confirm such instructions in writing to the Paying Agent. Prior to 10:00 A.M. (New York City time) on each Maturity Date or Redemption Date or as soon as reasonably possible thereafter, the Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously agreed to with DTC) to an account at the Federal Reserve Bank of New York previously agreed to with DTC, in funds available for immediate use by DTC, each payment of principal (together with interest thereon) due on Global Securities on any Maturity Date or Redemption Date. On each Interest Payment Date, interest payments shall be made to DTC in same day funds in accordance with existing arrangements between the Paying Agent and DTC. Thereafter, on each such date, it is expected that DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. Neither the Company nor the Paying Agent shall have any responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. WITHHOLDING TAXES. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note. SETTLEMENT: The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Note shall constitute "settlement" with respect to such Note. All orders accepted by the Company will be settled on the third Business Day following the date of sale of a Book-Entry Note unless the Company, the Trustee and the purchaser agree to settlement on another day that shall be no earlier than the next Business Day. A-7 SETTLEMENT PROCEDURES: Settlement Procedures with regard to each Book-Entry Note sold by the Company through an Agent, as agent, shall be as follows: A. Such Agent will advise the Company by telephone, followed by facsimile transmission, of the following settlement information: 1. Principal amount. 2. Maturity Date. 3. In the case of a Fixed Rate Book-Entry Note, the interest rate, or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Rate Determination Dates, Interest Payment Period, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any). 4. Interest Payment Dates. 5. Redemption provisions, if any, or provisions for the repayment or purchase by the Company at the option of the Holder, if any. 6. Settlement date. 7. Issue price. 8. Agent's commission, determined as provided in Section 2(a) of the Distribution Agreement. B. The Company will assign a CUSIP number to such Book-Entry Note and will advise U.S. Bank Trust by facsimile transmission or other mutually acceptable means of the information set forth in Settlement Procedure "A" above, the name of such Agent and the CUSIP number assigned to such Book-Entry Note. The Company will notify the Agent of such CUSIP number by telephone as soon as practicable. Each such communication by the Company shall constitute a representation and warranty by the Company to U.S. Bank Trust and each Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) the Global Security representing such Note will conform with the terms of the Indenture pursuant to which such Note and Global Security are issued and (iii) upon authentication and delivery of such A-8 Global Security, the aggregate principal amount of all Notes initially offered issued under the Indenture will not exceed $---,000,000 (except for Global Securities or Notes represented by and authenticated and delivered in exchange for or in lieu of Notes in accordance with the Indenture). C. U.S. Bank Trust will enter a pending deposit message through DTC's Participant Terminal System, providing the following settlement information to DTC, which shall route such information to such Agent and Standard & Poor's Rating Servies, a division of The McGraw-Hill Companies, Inc.: 1. The information set forth in Settlement Procedure "A". 2. Identification of such Note as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note. 3. Initial Interest Payment Date for such Note, number of days by which such date succeeds the related Regular Record Date (which, in the case of Floating Rate Notes that reset daily or weekly, shall be the DTC Record Date, which is the date five calendar days immediately preceding the applicable Interest Payment Date and, in the case of all other Notes, shall be the Regular Record Date as defined in the Note) and amount of interest payable on such Interest Payment Date. 4. CUSIP number of the Global Security representing such Note. 5. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). D. The Trustee will complete and authenticate the Global Security representing such Note. E. It is expected that DTC will credit such Note to U.S. Bank Trust's participant account at DTC. F. U.S. Bank Trust will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC to (i) debit such Note to U.S. Bank Trust's participant account and credit such Note to such Agent's participant account and (ii) debit such Agent's settlement account and credit U.S. Bank Trust's settlement account for an amount equal to the price of such Note less such Agent's commission. The entry of such a deliver order shall constitute a representation and warranty A-9 by U.S. Bank Trust to DTC that (a) the Global Security representing such Book-Entry Note has been issued and authenticated and (b) U.S. Bank Trust is holding such Global Security pursuant to the MTN Certificate Agreement. G. Such Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to such Agent's participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Note. H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures "F" and "G" will be settled in accordance with SDFS operating procedures in effect on the settlement date. I. U.S. Bank Trust will, upon confirming receipt of such funds from the Agent, wire transfer to the account of the Company maintained at The Bank of New York, Wall Street, New York, New York 10286 (for credit to Central Hudson Gas & Electric Corporation, The Bank of New York - Special Acct. #2, ABA Routing No.: 021000018J Account No. 8751004282) in immediately available funds in the amount transferred to Morgan in accordance with Settlement Procedure "F". Promptly upon completion of such wire transfer, U.S. Bank Trust shall notify the Company thereof by telephone (Attn. Bruce Marley, tel. No. 914-486-5350, or such other person or telephone number as the Company shall request of U.S. Bank Trust). J. Such Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to such Note a confirmation order or orders through DTC's institutional delivery system or by mailing a written confirmation to such purchaser. SETTLEMENT PROCEDURES For orders of Book-Entry Notes solicited TIMETABLE: by an Agent, as agent, and accepted by the Company for settlement on the first Business Day after the sale date, Settlement Procedures "A" through "J" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: A-10 SETTLEMENT PROCEDURE TIME A 11:00 A.M. on the sale date B 12:00 Noon on the sale date C 5:00 P.M. on the sale date D 3:00 P.M. on the sale date E 8:05 A.M. on the settlement date F-G 3:00 P.M. on the settlement date H 4:45 P.M. on the settlement date I-J 5:00 P.M. on the settlement date If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "A", "B" and "C" shall be completed as soon as practicable but no later than 11:00 A.M. and 12:00 Noon on the first Business Day after the sale date with respect to Settlement Procedures "A" and "B", respectively, and no later than 5:00 P.M. on the first Business Day after the sale date, with respect to Settlement Procedure "C". If the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the second Business Day before the settlement date. Settlement Procedure "D" shall occur no later than 3:00 P.M. on the last Business Day prior to the settlement date. Settlement Procedures "H" and "I" are subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Note is rescheduled or canceled, the Company will instruct U.S. Bank Trust by no later than 12:00 Noon on the Business Day immediately preceding the scheduled settlement date to deliver to DTC through DTC's Participant Terminal System a cancellation message to such effect and U.S. Bank Trust will enter such message, by no later than 2:00 P.M. on such Business Day, through DTC's Participation Terminal System. MONTHLY REPORTS: Monthly, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth a brief description of any sales of which the Company has advised the Trustee but which have not yet been settled. FAILURE TO SETTLE: If U.S. Bank Trust or the Agent fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement A-11 Procedure "F" or "G," U.S. Bank Trust may upon the approval of the Company deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Note to U.S. Bank Trust's participant account, provided that U.S. Bank Trust's participant account contains a principal amount of the Global Security representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, U.S. Bank Trust will mark such Global Security "canceled", make appropriate entries in U.S. Bank Trust's records and send such canceled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not reassigned until the Book-Entry Notes represented by such Global Security have matured or been redeemed. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, U.S. Bank Trust will exchange such Global Security for another Global Security, which shall represent the Book-Entry Notes previously represented by the surrendered Global Security with respect to which a withdrawal message has not been processed and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent for such Note may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "G" and "F", respectively. Thereafter, U.S. Bank Trust will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder or under the Distribution Agreement, then the Company will reimburse such Agent or U.S. Bank Trust, for the account of such Agent, as applicable, on an equitable basis for the loss of the use of funds during the period when they were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement A-12 Procedure "D," for the authentication and issuance of a Global Security representing the other Book-Entry Notes to have been represented by such Global Security and will make appropriate entries in its records. PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES U.S. Bank Trust will serve as registrar in connection with the Certificated Notes. MATURITIES: Each Certificated Note will mature on a date not less than one year and not more than 30 years after the date of delivery by the Company of such Note. PRICE TO PUBLIC: Each Certificated Note will be issued at the percentage of principal amount specified in the Prospectus relating to the Notes. DENOMINATIONS: The denomination of any Certificated Note will be a minimum of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. REGISTRATION: Certificated Notes will be issued only in fully registered form. INTEREST: GENERAL. Interest on each Certificated Note will accrue from and including the original issue date of, or the last date to which interest has been paid on, such Note. Each payment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date (provided that, in the case of Floating Rate Notes that reset daily or weekly, interest payments will include interest accrued to but excluding the Regular Record Date immediately preceding the Interest Payment Date) or the Maturity Date or, upon earlier redemption, the Redemption Date, as the case may be. Interest payable on the Maturity Date or the Redemption Date of a Certificated Note will be payable to the person to whom the principal of such Note is payable. RECORD DATES. Unless otherwise set forth in the applicable Pricing Supplement, the record dates with respect to the Interest Payment Dates shall be the Regular Record Dates. FIXED RATE CERTIFICATED NOTES. Unless otherwise specified pursuant to "Settlement Procedures" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on January 1 and July 1 and on the Maturity Date or the Redemption Date; PROVIDED, HOWEVER, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the A-13 Interest Payment Date following the next succeeding Regular Record Date. FLOATING RATE CERTIFICATED NOTES. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to "Settlement Procedures" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to "Settlement Procedures" below; PROVIDED, HOWEVER, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day; PROVIDED FURTHER, HOWEVER, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. PAYMENTS OF PRINCIPAL Interest will be payable to the person in AND INTEREST: whose name a Certificated Note is registered at the close of business on the Regular Record Date next preceding an Interest Payment Date; PROVIDED, HOWEVER, that, in the case of a Certificated Note originally issued between a Regular Record Date and an Interest Payment Date, the first payment of interest will be made on the Interest Payment Date following the next succeeding Regular Record Date to the person in whose name such Note was registered at the close of business on such next Regular Record Date. Unless other arrangements are made acceptable to the Company, all interest payments (excluding interest payments made on the Maturity Date or the Redemption Date) on a Certificated Note will be made by check mailed to the person entitled thereto as provided above. U.S. Bank Trust will pay the principal amount of each Certificated Note on the Maturity Date upon presentation of such Certificated Note to U.S. Bank Trust at the principal corporate trust office of U.S. Bank Trust in New York, New York. Such payment, together A-14 with payment of interest due on the Maturity Date, will be made from funds deposited with U.S. Bank Trust by the Company. U.S. Bank Trust will be responsible for compliance with withholding taxes on interest paid on Certificated Notes by it as required by applicable federal law. Within 10 days following each Regular Record Date, the Trustee will inform the Company of the total amount of the interest payments to be made by the Company on the next succeeding Interest Payment Date. The Trustee will provide monthly to the Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. SETTLEMENT: The settlement date with respect to any offer to purchase Certificated Notes accepted by the Company will be a date on or before the third Business Day next succeeding the date of acceptance unless otherwise agreed by the purchaser, the Trustee and the Company and shall be specified upon acceptance of such offer. The Company will instruct the Trustee to effect delivery of each Certificated Note no later than 1:00 P.M. (New York City time) on the settlement date to the Presenting Agent (as defined under "Preparation of Pricing Supplement" in Part III below) for delivery to the purchaser. SETTLEMENT PROCEDURES: For each offer to purchase a Certificated Note that is accepted by the Company, the Presenting Agent will provide (unless provided by the purchaser directly to the Company) by telephone and facsimile transmission or other mutually acceptable means the following information to the Company: 1. Name in which such Note is to be registered (the "Registered Owner"). 2. Address of the Registered Owner and, if different, address for payment of principal and interest. 3. Taxpayer identification number of the Registered Owner. 4. Principal amount. 5. Maturity Date. 6. In the case of Fixed Rate Certificated Note, the interest rate, or, in the case of a Floating Rate Certificated Note, the Initial Interest Rate (if known at such time), Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Rate Determination Dates, Interest Payment Period, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any). A-15 7. Interest Payment Dates. 8. Redemption provisions, if any, or provisions for the repayment or repurchase by the Company at the option of the Holder, if any. 9. Settlement date. 10. Issue price. 11. Agent's commission, determined as provided in Section 2(a) of the Distribution Agreement. The Presenting Agent will advise the Company of the foregoing information (unless provided by the purchaser directly to the Company) for each offer to purchase a Certificated Note solicited by such Agent and accepted by the Company in time for the Trustee to prepare and authenticate the required Certificated Note. Before accepting any offer to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. After receiving from the Presenting Agent the details for each offer to purchase a Certificated Note that has been accepted by the Company, the Company will, after recording the details and any necessary calculations, provide appropriate documentation to the Trustee, including the information provided by the Presenting Agent necessary for the preparation and authentication of such Note. NOTE DELIVERIES Upon receipt of appropriate documentation AND CASH PAYMENT: and instructions, the Company will cause the Trustee to prepare and authenticate the pre-printed 4-ply Certificated Note packet containing the following documents in forms approved by the Company, the Presenting Agent and the Trustee: 1. Note with customer receipt. 2. Stub 1 - For the Presenting Agent. 3. Stub 2 - For the Company. 4. Stub 3 - For the Trustee. Each Certificated Note shall be authenticated on the settlement date therefor. The Trustee will authenticate each Certificated Note and deliver it (with the confirmation) to the Presenting Agent (and deliver the stubs as indicated above), all in accordance with written or electronic instructions (or oral instructions confirmed in writing (which may be given by facsimile transmission) on the next Business Day) from the Company. Delivery by the Trustee of each Certificated Note will be made in accordance with said instructions A-16 against receipts therefor and in connection with contemporaneous receipt by the Company from the Presenting Agent on the settlement date in immediately available funds of an amount equal to the issue price of such Note less the Presenting Agent's commission. Upon verification ("Verification") by the Presenting Agent that a Certificated Note has been prepared and properly authenticated by the Trustee and registered in the name of the purchaser in the proper principal amount and other terms in accordance with the aforementioned confirmation, payment will be made to the Company by the Presenting Agent the same day as the Presenting Agent's receipt of the Certificated Note in immediately available funds. Such payment shall be made by the Presenting Agent only upon prior receipt by the Presenting Agent of immediately available funds from or on behalf of the purchaser unless the Presenting Agent decides, at its option, to advance its own funds for such payment against subsequent receipt of funds from the purchaser. Upon delivery of a Certificated Note to the Presenting Agent, Verification by the Presenting Agent and the giving of instructions for payment, the Presenting Agent shall promptly deliver such Note to the purchaser. In the event any Certificated Note is incorrectly prepared, the Trustee shall promptly issue a replacement Certificated Note in exchange for such incorrectly prepared Note. FAILURE TO SETTLE: If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the settlement date therefor, the Presenting Agent will promptly notify the Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Trustee and the Presenting Agent will promptly return the Certificated Note to the Trustee. Upon (i) confirmation from the Trustee in writing (which may be given by facsimile transmission) that the Trustee has received the Certificated Note and upon (ii) confirmation from the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the "Confirmations"), the Company will promptly A-17 pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Note. Assuming receipt of the Certificated Note by the Trustee and of the Confirmations by the Company, such payment will be made on the settlement date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Trustee will void such Note, make appropriate entries in its records and send such cancelled Note to the Company; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTES CALCULATION OF INTEREST: FIXED RATE NOTES. Interest on Fixed Rate Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve thirty-day months. (Examples of interest calculations are as follows: The period from August 15, 1990 to February 15, 1991 equals 6 months and 0 days, or 180 days; the interest payable equals 180/360 times the annual rate of interest times the principal amount of the Note. The period from September 17, 1990 to February 15, 1991 equals 4 months and 28 days, or 148 days; the interest payable equals 148/360 times the annual rate of interest times the principal amount of the Note.) FLOATING RATE NOTES. Interest rates on Floating Rate Notes will be determined as set forth in the form of such Notes. Interest on Floating Rate Notes will be calculated on the basis of actual days elapsed and a year of 360 days except that, in the case of Floating Rate Notes for which the rate base is the Treasury Rate, interest A-18 will be calculated on the basis of the actual number of days in the year. PROCEDURE FOR RATE The Company and the Agents will discuss SETTING AND POSTING: from time to time the aggregate amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of offers by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit offers (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. ACCEPTANCE OF OFFERS: If the Company posts prices and rates as provided above, each Agent as agent for and on behalf of the Company, shall promptly accept offers received by such Agent to purchase Notes at the prices and rates so posted, subject to (i) any instructions from the Company received by such Agent concerning the aggregate principal amount of such Notes to be sold at the prices and rates so posted or the period during which such posted prices and rates are to be in effect, (ii) any instructions from the Company received by such Agent changing or revoking any posted prices and rates, (iii) compliance with the securities laws of the United States and all other jurisdictions and (iv) such Agent's right to reject any such offer as provided below. If the Company does not post prices and rates and an Agent receives an offer to purchase Notes or, if while posted prices and rates are in effect, an Agent receives an offer to purchase Notes on terms other than those posted by the Company, such Agent will promptly advise the Company of each such offer other than offers rejected by such Agent as provided below. The Company will have the sole right to accept any such offer to purchase Notes. The Company may reject any such offer in whole or in part. Each Agent may, in its discretion reasonably exercised, reject any offer to purchase Notes received by it in whole or in part. PREPARATION OF If any offer to purchase a Note is accepted PRICING SUPPLEMENT: by the Company, the Company, with the approval of the Agent that presented such offer (the "Presenting Agent"), will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Note and will arrange to have a copy electronically filed with the Commission in accordance with the applicable paragraph of Rule 424 under the Act and the provision of Regulation S-T thereunder and will supply at least 10 copies thereof (or additional copies if requested) to the Presenting Agent. The Presenting Agent A-19 will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Note. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. PROCEDURES FOR When the Company has determined to change RATE CHANGES: the interest rates of Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of offers. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of offers. Until such time only "indications of interest" may be recorded. SUSPENSION OF SOLICITATION; The Company may instruct the Agents to AMENDMENT OR SUPPLEMENT suspend at any time, for any period of time OF PROSPECTUS: or permanently, the solicitation of offers to purchase Notes. Upon receipt of such instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed. If the Company decides to amend or supplement the Registration Statement (as defined in Section 1(c) of the Distribution Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of, and its obligations under, the Distribution Agreement. The Company will, consistent with such obligations, promptly advise each Agent and the Trustee whether orders outstanding at the time each Agent suspends solicitation may be settled and whether copies of such Prospectus and Prospectus Supplement as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, Prospectus Supplement and Pricing Supplement may not be so delivered. The Company will file with the Commission for filing therewith any supplement to the Prospectus relating to the Notes, provide the Agents with copies of any such supplement, and confirm to the A-20 Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424. CONFIRMATION: For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Presenting Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions. TRUSTEE/PAYING AGENT Nothing herein shall be deemed to require NOT TO RISK FUNDS: the Trustee or Paying Agent to risk or expend its own funds in connection with any payment to the Company, DTC, the Agents or the purchaser or a holder, it being understood by all parties that payments made by the Trustee/Paying Agent to the Company, DTC, the Agents or a purchaser or holder shall be made only to the extent that funds are provided to the Trustee/Paying Agent for such purpose. AUTHENTICITY The Company will cause the Trustee to OF SIGNATURES: furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who has been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any such Note. PAYMENT OF EXPENSES: Each Agent shall forward to the Company, on a monthly basis, a statement of the reasonable out-of-pocket expenses incurred by such Agent during that month which are reimbursable to it pursuant to the terms of the Distribution Agreement. The Company will remit payment to the Agents currently on a monthly basis. DELIVERY OF PROSPECTUS: A copy of the Prospectus, Prospectus Supplement and Pricing Supplement relating to a Note must accompany or precede the earliest of any written offer of such Note, confirmation of the purchase of such Note or payment for such Note by its purchaser. If notice of a change in the terms of the Notes is received by an Agent between the time an order for a Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus, Prospectus Supplement and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement of Prospectus" above, each Agent will deliver a Prospectus, Prospectus Supplement and Pricing Supplement as herein described with respect to each Note sold by it. A-21 EXHIBIT B TERMS AGREEMENT Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, New York 12601-4879 Attention: Subject in all respects to the terms and conditions of the Distribution Agreement (the "Distribution Agreement"), dated ____________ __, ____ among _____________________, _____________________, ________________________, and Central Hudson Gas & Electric Corporation (the "Company"), the undersigned agrees to purchase the following principal amount of the Company's _______________ Medium-Term Notes, Series __ (the "Notes"): Aggregate Principal Amount: $ Interest Rate: Date of Maturity: Interest Payment Dates: Regular Record Dates: Purchase Price: % of Principal Amount [plus accrued interest from ______________, 199 ] Purchase Date and Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: B-1 Modification, if any, in the requirements to deliver the documents specified in Section 6(b) of the Distribution Agreement: Period during which additional Notes may not be sold pursuant to Section 4(m) of the Distribution Agreement: Book-Entry Notes or Certificated Notes: This Agreement shall be governed by and construed in accordance with the laws of New York. [Insert name of Purchaser[s]] By ________________________ Title: Accepted: ______________, _____ CENTRAL HUDSON GAS & ELECTRIC CORPORATION By __________________________ Title: B-2 EX-4.(I)2 3 OFFICERS' CERTIFICATE DRAFT EXHIBIT (4)(i)2 REP 10/8/98 CENTRAL HUDSON GAS & ELECTRIC CORPORATION OFFICERS' CERTIFICATE --------------------- We the undersigned [NAME], [TITLE], and [NAME], [TITLE], of CENTRAL HUDSON GAS & ELECTRIC CORPORATION (the "Company"), in accordance with Sections 201 and 301 of the Indenture, dated as of April 1, 1992 (the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor trustee to Morgan Guaranty Trust Company of New York (the "Trustee"), and pursuant to the Board Resolutions (this and other capitalized terms used herein and not otherwise defined herein having the respective meanings set forth in the Indenture) adopted at meetings of the Board of Directors of the Company held on March 27, 1992, June 24, 1994, November 18, 1994 and July 24, 1998, do hereby establish the forms of the Securities of a series of Securities and the terms and provisions of such Securities (the lettered clauses set forth below corresponding to the lettered subsections of Section 301 of the Indenture) as follows: (a) the title of the Securities of such series shall be "Medium- Term Notes, Series __" (the "Notes"); (b) the aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $___________, except as contemplated in Section 301(b) of the Indenture; (c) interest on the Notes shall be payable to the Person or Persons in whose names the Notes are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of Note attached hereto; (d) the date or dates on which the principal of the Notes shall be payable shall be determined at the time of sale of the Notes, or any Tranche thereof, by the proper officers of the Company and communicated to the Trustee by Company Order, or by the proper officers of the Company pursuant to the Administrative Procedures (the "Administrative Procedures") attached as Exhibit __ to the Distribution Agreement, dated ___________, by and between the Company and_______________, ______________ and _______________; provided, however, that in no event shall a Note have a term less than one year or more than 30 years; (e) the Notes, or any Tranche thereof, shall bear interest at a fixed rate as determined by the proper officers of the Company as follows: there shall be determined by the proper officers of the Company and communicated to the Trustee by Company Order, or by the proper officers of the Company pursuant to the Administrative Procedures, at the time of sale of the Notes or any Tranche thereof, the interest rate or rates (including the interest rate on overdue principal, premium or interest, if any) applicable to such Notes, or any Tranche thereof; interest shall accrue on any Note from the Original Issue Date specified in such Note or, if later, the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for the Notes shall be ____________ and ___________, and at Maturity, and the Regular Record Dates with respect to such Interest Payment Dates shall be ____________ and ____________, respectively (whether or not a Business Day), provided that interest payable at Maturity shall be payable to the Person to whom the principal shall be paid; (f) the office of U.S. Bank Trust National Association in New York, New York, shall be the place where (1) the principal of and premium, if any, and interest, if any, on the Notes shall be payable, (2) the Notes, or any Tranche thereof, may be surrendered for registration of transfer, (3) the Notes, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of the Notes, or any Tranche thereof, and the Indenture may be served; provided, however, that the Company reserves the right to change, by one or more Officers' Certificates supplemental to this Officers' Certificate, such place or add one or more additional such places; (g) the Notes, or any Tranche thereof, shall be redeemable in whole or in part at the option of the Company during the period or periods, at the price or prices, and upon the terms and conditions determined at the time of sale of the Notes or any Tranche thereof by the proper officers of the Company and communicated to the Trustee by Company Order, or determined by the proper officers of the Company pursuant to the Administrative Procedures; 2 (h) the obligation, if any, of the Company to redeem or purchase the Notes or any Tranche thereof pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, such Notes or Tranche thereof shall be redeemed or purchased, in whole or in part, pursuant to such obligation shall be determined at the time of sale of the Notes or Tranche thereof by the proper officers of the Company and communicated to the Trustee by Company Order, or determined by the proper officers of the Company pursuant to the Administrative Procedures; (i) the Notes, or any Tranche thereof, shall be issued in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000 or in such other denominations as shall be determined at the time of sale of the Notes or Tranche thereof by the proper officers of the Company and communicated to the Trustee by Company Order, or determined by the proper officers of the Company pursuant to the Administrative Procedures; (j) not applicable; (k) not applicable; (l) not applicable; (m) not applicable; (n) not applicable; (o) the Company reserves the right to add, by one or more Officers' Certificates supplemental to this Officers' Certificate, (i) any covenants of the Company for the benefit of the Holders of the Notes, or any Tranche thereof, in addition to those set forth in Article Six of the Indenture and/or (ii) any Events of Default, in addition to those specified in Section 801 of the Indenture, with respect to all or any series of Securities Outstanding; (p) not applicable; 3 (q) not applicable; (r) no service charge shall be made for the registration of transfer or exchange of Securities; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange or transfer; (s) the provisions of Section 113 of the Indenture shall be applicable to each Note, without exception; provided, however, that if the term "Business Day" as used and defined in any Note has a meaning that is different from the term "Business Day" as used and defined in the Indenture, the definition of "Business Day" as defined in such Note shall control the application of said Section 113 to such Note; (t) (1) the proper officers of the Company may execute, with the Trustee (acting as both the Issuing Agent and the Paying Agent), a Letter of Representations to The Depository Trust Company in such form as such officers and the depositary shall approve, and any supplements or amendments thereto, necessary or desirable to make the Notes eligible for deposit at such depositary; provided, however, that the Company reserves the right to terminate any such Letter of Representations by one or more Officers' Certificates supplemental to this Officers' Certificate; and provided, further, that the Company reserves the right to enter into similar agreements with any other depositary with respect to the Notes by one or more Officers' Certificates supplemental to this Officers' Certificate and (2) the Notes shall be substantially in the form thereof attached hereto and shall have such other terms and provisions as are set forth in such form. Each of the undersigned has read all of the covenants and conditions contained in the Indenture and the definitions in the Indenture relating thereto compliance with respect to which this certificate is made; The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein; 4 In the opinion of each of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion whether or not such covenants and conditions have been complied with; and In the opinion of each of the undersigned, such conditions and covenants have been complied with. IN WITNESS WHEREOF, we have hereunto signed our names this _______ day of _______________, _______. [Title] _______________________________________ [Title] _______________________________________ 5 DRAFT 10/8/98 [FORM OF FIXED RATE NOTE] [FORMS OF LEGENDS] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] [THIS SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (A) THE DEPOSITARY IS AT ANY TIME UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY AND A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR (B) THE COMPANY ELECTS TO ISSUE CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY).] -1- [FORM OF FACE OF NOTE] No. FX ___________ Cusip No. CENTRAL HUDSON GAS & ELECTRIC CORPORATION MEDIUM-TERM NOTE, SERIES C (FIXED RATE) Original Issue Date: Redeemable: Yes__ No__ Interest Rate: Initial Redemption Date: Stated Maturity Date: Redemption Limitation Date: [Additional Redemption Initial Redemption Price: Prices, if any] Reduction Percentage: ------------------------ CENTRAL HUDSON GAS & ELECTRIC CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________, or registered assigns, the principal sum of ______________ Dollars on the Stated Maturity Date specified above, and to pay the registered owner hereof interest thereon at the Interest Rate per annum specified above, semi-annually in arrears on ______________ and _____________ in each year and at the Stated Maturity Date (each an "Interest Payment Date"), commencing with the Interest Payment Date next succeeding the Original Issue Date specified above, from the Original Issue Date specified above or, if later, from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (whether or not a Business Day (as hereinafter defined)) on the ___________ or ___________ (each a "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. Notwithstanding the foregoing, (a) if the date of this Security (unless the date of this Security is the same date as the Original Issue Date) is after a Regular Record Date and before the corresponding Interest Payment Date, this Security shall bear interest from such Interest Payment Date, and the Person in whose name this Security is -2- registered at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, notwithstanding the cancellation of this Security, upon any transfer or exchange hereof subsequent to such Regular Record Date and on or prior to such Interest Payment Date; (b) if the Original Issue Date of this Security is after a Regular Record Date and before the corresponding Interest Payment Date, this Security shall bear interest from the Original Issue Date, but payment of interest shall commence on the second Interest Payment Date succeeding the Original Issue Date and shall be paid to the registered owner hereof on the Regular Record Date immediately preceding such second Interest Payment Date; and (c) interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in the Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and premium, if any, on this Security and interest hereon at Maturity shall be made upon presentation hereof at the office of U.S. Bank Trust National Association, in New York, New York, or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest, if any, on this Security (other than interest at Maturity) shall, at the option of the Company, be made by check mailed on or prior to such Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by such Person with a bank in the United States (so long as the Trustee has received proper wire transfer instructions in writing by the Record Date next preceding such Interest Payment Date, which instructions shall remain in full force until changed prior to a Record Date). Payment of the principal of and premium, if any, and interest, if any, on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. -3- [FORM OF REVERSE OF NOTE CENTRAL HUDSON GAS & ELECTRIC CORPORATION MEDIUM-TERM NOTES, SERIES __ (continued)] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and issuable in one or more series under an Indenture dated as of April 1, 1992 (such Indenture as originally executed and delivered and as thereafter supplemented or amended, together with any constituent instruments establishing the terms of particular Securities, being herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor trustee to Morgan Guaranty Trust Company of New York), as trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated on the face hereof. If any Interest Payment Date, any Redemption Date or the Stated Maturity Date shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity Date, as the case may be, to such Business Day. If, as specified on the face hereof, this Security is redeemable, this Security is subject to redemption on or after the Initial Redemption Date specified on the face hereof, as a whole, at any time, or in part, from time to time, at the election of the Company, at the applicable redemption price (as described below) plus accrued interest to the date fixed for redemption. Unless otherwise specified on the face hereof, such applicable redemption price shall be the Initial Redemption Price specified on the face hereof for the twelve-month period commencing on the Initial Redemption Date and shall decline for the twelve-month period commencing on each anniversary of the Initial Redemption Date by a percentage of principal amount equal to the Reduction Percentage specified on the face hereof until such redemption price is 100% of the principal amount of this Security to be redeemed and, at all times thereafter, such redemption price shall be 100% of such principal amount. Notwithstanding the foregoing, the Company may not, prior to the Redemption Limitation Date, if any, specified on the face hereof, redeem this Security as contemplated above as a part of, or in anticipation of, any refunding operation (other than pursuant to any sinking fund or other mandatory redemption, or redemption at the option of the Holder) by the -4- application, directly or indirectly, of moneys borrowed having an effective interest cost to the Company (calculated in accordance with generally accepted financial practice) less than the effective interest cost to the Company (similarly calculated) of this Security. Notice of redemption shall be given by mail to Holders of Securities, not less than 30 days nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be conditional upon the receipt by the Trustee of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security. In the event of redemption of this Security in part only, a new Security or Securities of this series, of like tenor, for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. -5- No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest, if any, on this Security at the times, place and rate, in the coin or currency, and in the manner, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only as registered Securities, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series, of any authorized denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender of the Security or Securities to be exchanged at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time. The Company shall not be required to (a) register the transfer of or exchange Securities of this series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities of this series called for redemption or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture, the Securities and the rights and obligations of the Trustee shall be governed by and construed in accordance with the laws of the State of New York. -6- As used herein, "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in the State of New York or the city in which is located any office or agency maintained for the payment of principal of or premium, if any, or interest on this Security, are authorized or required by law, regulation or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest, if any, on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statue or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. CENTRAL HUDSON GAS & ELECTRIC CORPORATION By ________________________________ [Title] Attest: By _________________________ [Assistant] Secretary -7- TRUSTEE'S CERTIFICATE OF AUTHENTICATION This one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:_______________________ U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: __________________________________ Authorized Signatory -8- FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ [please insert social security or other identifying number of assignee] ________________________________________________________________________________ [please print or typewrite name and address of assignee] ________________________________________________________________________________ the within Security of CENTRAL HUDSON GAS & ELECTRIC CORPORATION and does hereby irrevocably constitute and appoint ___________________________ , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises. Dated:______________________ __________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever. -9- EX-5 4 OPINION OF COUNSEL EXHIBIT (5) [LETTERHEAD OF GOULD & WILKIE] October 13, 1998 Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, New York 12601-4879 Dear Sirs: Referring to your Registration Statement on Form S-3 (the "Registration Statement") submitted for electronic filing this date with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Act"), pursuant to Rules 415 and 429 promulgated thereunder, covering the proposed issuance and sale by you of up to $110,000,000 aggregate principal amount of Debt Securities (the "Debt Securities"), in one or more series, to be issued under an Indenture (the "Indenture"), dated as of April 1, 1992, by and between the Company and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association) (as successor to Morgan Guaranty Trust Company of New York), as Trustee (the "Trustee"), in amounts, at prices and on terms to be determined at the time or times of sale, as contemplated in the Registration Statement: The Company was incorporated and organized under our supervision. We have acted as counsel for the Company since its incorporation on December 31, 1926. We have advised the Company with regard to the execution and filing of its Certificate of Consolidation (Certificate of Incorporation) and all certificates amendatory thereof. We have advised the Company in the preparation of the Registration Statement. With respect to those Debt Securities which are to be issued at any one time (the "Offered Debt Securities"), and on the basis of the foregoing, and our examination and consideration of such other legal and factual matters as we have deemed appropriate, we are of the following legal opinion: Upon - (a) favorable action having been taken, at a meeting or meetings of the Company's Board of Directors or a duly authorized committee of the Board of Directors, to approve and authorize the terms and conditions, and issuance and sale of the Offered Debt Securities, the issuance and sale of such Offered Debt Securities under the Indenture, and any other action necessary to the consummation of the proposed issuance and sale of the Offered Debt Securities, including the execution and delivery of a distribution agreement with respect to the Offered Debt Securities in substantially the form of the distribution agreement contained in the Registration Statement as Exhibit (1); Central Hudson Gas & Electric Corporation 2 October 13, 1998 (b) confirmation by us that the applicable authorizations of the Public Service Commission of the State of New York for the issuance and sale of the Offered Debt Securities, set forth in (i) its Order in Case No. 96-M-0408, issued and effective December 4, 1996 or (ii) its Order in Case No. 96-E-0909, issued and effective February 19, 1998, as modified by its Order in Case No. 96-E-0909, issued and effective June 30, 1998, continue to be in full force and effect, and that all conditions precedent to such issuance and sale in the applicable Order or Orders have been satisfied; (c) the establishment of the terms of the Offered Debt Securities and the form or forms thereof by an instrument or instruments pursuant to and as provided for in the Indenture; (d) the Registration Statement becoming effective; (e) a distribution agreement with respect to the Offered Debt Securities as aforesaid having been duly executed and delivered by the parties thereto; and (f) the Offered Debt Securities having been authenticated by the Trustee and issued and delivered for the consideration contemplated in the Registration Statement and any prospectus supplement or supplements relating to the Offered Debt Securities filed pursuant to Rule 424 under the Act, and in accordance with (i) the provisions of the Indenture, and (ii) the aforementioned resolutions of the Company's Board of Directors or duly authorized committee of the Board of Directors; the Debt Securities will be the valid, legal and binding obligations of the Company. We hereby consent that this opinion be filed as an Exhibit to the Registration Statement, and we further consent to the use of our name as experts in connection with the statements in the Prospectus included in the Registration Statement as to matters of law and legal conclusions under the captions "The Company" and "Description of the Debt Securities" and the reference to us under the caption "Legal Opinions and Experts" in said Prospectus. Very truly yours, /s/ Gould & Wilkie ------------------- Gould & Wilkie EX-12 5 COMPUTATION OF RATIOS OF EARNINGS EXHIBIT (12) CENTRAL HUDSON GAS & ELECTRIC CORPORATION COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar figures expressed in thousands)
Three Six Twelve Months Months Months Ended Ended Ended June 30, June 30, June 30, Year Ended December 31, -------- -------- -------- ----------------------- 1998 1998 1998 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- ---- Earnings: A. Net Income $ 10,041 $ 29,208 $ 52,347 $ 55,086 $ 56,082 $ 52,722 $ 50,929 $ 50,390 B. Federal Income Tax 5,215 15,773 24,357 26,237 31,068 28,687 26,806 27,158 -------- -------- -------- -------- -------- -------- -------- -------- C. Earnings Before Income Taxes $ 15,256 $ 44,981 $ 76,704 $ 81,323 $ 87,150 $ 81,409 $ 77,735 $ 77,548 ======== ======== ======== ======== ======== ======== ======== ======== D. Total Fixed Charges(1) 7,190 14,197 28,122 27,670 28,277 30,433 32,679 33,820 -------- -------- -------- -------- -------- -------- -------- -------- E. Total Earnings $ 22,446 $ 59,178 $104,826 $108,993 $115,427 $111,842 $110,414 $111,368 ======== ======== ======== ======== ======== ======== ======== ======== Ratios of Earnings to Fixed Charges 3.12 4.17 3.73 3.94 4.08 3.68 3.38 3.29 (1) Includes a portion of rent expense deemed to be representative of the interest factor.
EX-23.(A) 6 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT (23) (a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 23, 1998 (except as to Note 1 of the Consolidated Financial Statements which is as of February 4, 1998) appearing in the 1997 Annual Report of Central Hudson Gas & Electric Corporation on Form 10-K for the fiscal year ended December 31, 1997. We also consent to the reference to us under the heading "Legal Opinions and Experts" in such Prospectus. PRICEWATERHOUSECOOPERS LLP New York, New York October 13, 1998 EX-24 7 POWER OF ATTORNEY EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. MACK III, Chairman of the Board, a Principal Executive Officer and a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. JOHN E. MACK L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July 1998, before me personally came JOHN E. MACK III, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STEVEN V. LANT, Treasurer and Assistant Secretary and the Principal Financial Officer of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. STEVEN V. LANT L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came STEVEN V. LANT to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, DONNA S. DOYLE, Controller and Principal Accounting Officer of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. DONNA S. DOYLE L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came DONNA S. DOYLE to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, JACK EFFRON, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. JACK EFFRON L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came JACK EFFRON, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, FRANCES D. FERGUSSON, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. FRANCES D. FERGUSSON L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came FRANCES D. FERGUSSON, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, HEINZ K. FRIDRICH, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. HEINZ K. FRIDRICH L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came HEINZ K. FRIDRICH, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, EDWARD F. X. GALLAGHER, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. EDWARD F. GALLAGHER L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came EDWARD F. GALLAGHER, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, PAUL J. GANCI, President and Chief Executive Officer and a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, ELLEN AHEARN, STEVEN LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. PAUL J. GANCI L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came PAUL J. GANCI, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, CHARLES LAFORGE, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. CHARLES LAFORGE L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came CHARLES LAFORGE, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, EDWARD P. SWYER, a Director of Central Hudson Gas & Electric Corporation, have made, constituted and appointed, and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, STEVEN V. LANT, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for me and in my name, place and stead, and in my office and capacity as aforesaid, to sign and file with the Securities and Exchange Commission a Registration Statement, pursuant to the provisions of the Securities Act of 1933, covering not in excess of $45,000,000 aggregate principal amount of unsecured debt securities of this Corporation, and any and all amendments and supplements to said Registration Statement and any and all other documents to be signed and filed in connection therewith, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in the premises as fully, to all intents and purposes, as I might or could do if personally present, hereby ratifying and confirming in all respects all that said attorneys or any of them may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have set my hand and seal this 24th day of July, 1998. EDWARD P. SWYER L.S. ----------------------------- STATE OF NEW YORK ) : ss.: COUNTY OF DUTCHESS ) On this 24th day of July, 1998, before me personally came EDWARD P. SWYER, to me known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that he executed the same. BETH ALLEN L.S. ----------------------------- Notary Public EX-24.1 8 RESOLUTIONS EXHIBIT (24.1) CENTRAL HUDSON GAS & ELECTRIC CORPORATION I, WILLIAM P. REILLY, an Assistant Secretary of Central Hudson Gas & Electric Corporation, a corporation organized under the laws of the State of New York (the "Corporation"), hereby certify that at a regular meeting of the Board of Directors of the Corporation, duly called and held at the offices of the Corporation, 284 South Avenue, Poughkeepsie, New York on July 24, 1998, at which a quorum was present and voting throughout, the following resolutions were unanimously and duly adopted and at all times subsequent to said date have been, and are now, in full force and effect: RESOLVED, that the Chairman of the Board and the officers of this Corporation be and they hereby are authorized in the name and on behalf of this Corporation to prepare and execute an appropriate Registration Statement, on Form S-3, with respect to the registration under the Securities Act of 1933 of up to $45 million of unsecured debt securities of this Corporation (hereinafter in the resolutions adopted at this meeting referred to as the "Additional Debt Securities") to be issued from time to time in one or more series or tranches thereof, together with appropriate Exhibits, including a form or forms of distribution agreement, underwriting agreement and Form T-1, Statement of Eligibility of Trustee, all as described at this meeting; and that the Chairman of the Board and the officers of this Corporation be and they hereby are authorized and directed in the name and on behalf of this Corporation to prepare and execute and that the directors of this Corporation be and they hereby are requested and authorized to join in the execution of an appropriate Registration Statement with respect to the registration under the Securities Act of 1933, as amended, of the Additional Debt Securities, and to file or cause said Registration Statement to be filed with the Securities and Exchange Commission as required or permitted by law, and to do and cause to be done any and all things necessary or appropriate to effect the registration of the Additional Debt Securities under the Securities Act of 1933, including, if necessary or appropriate, the preparation, signing and filing of any amendments or supplements thereto and to the Prospectus contained therein; subject, however, to receipt of the PSC Authorization. RESOLVED, that John E. Mack III, Paul J. Ganci, Ellen Ahearn, Steven V. Lant and William P. Reilly and each of them hereby is appointed attorney-in-fact and proxy by this Corporation in its name and on its behalf to sign, execute and file with the Securities and Exchange Commission the Registration Statement and any amendments thereto to effect the registration under the Securities Act of 1933 of the Additional Debt Securities to be issued from time to time in one or more series or tranches thereof. IN WITNESS WHEREOF, I have hereunto set my hand as an Assistant Secretary of said Central Hudson Gas & Electric Corporation and affixed its corporate seal this 13th day of October, 1998. /S/ WILLIAM P. REILLY --------------------- Assistant Secretary 2 EX-25 9 STATEMENT OF ELIGIBILITY EXHIBIT (25) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 =================== FORM T - 1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE =================== CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) --------- U.S. BANK TRUST NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-3781471 (I. R. S. Employer Identification No.) 100 Wall Street, New York, NY 10005 (Address of principal executive offices) (Zip Code) =================== FOR INFORMATION, CONTACT: Dennis Calabrese, President U.S. Bank Trust National Association 100 Wall Street, 16th Floor New York, NY 10005 Telephone: (212) 361-2506 =================== CENTRAL HUDSON GAS & ELECTRIC CORPORATION (Exact name of obligor as specified in its charter) New York 14-0555980 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 284 South Avenue 12601-4879 Poughkeepsie, New York (Address of principal executive offices) (Zip Code) =================== DEBT SECURITIES * *Specific title(s) to be determined in connection with sale(s) of Debt Securities Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee - - (a) Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS Comptroller of the Currency Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. LIST OF EXHIBITS. Exhibit 1. Articles of Association of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 1 of Form T-1, Registration No. 333-51961. Exhibit 2. Certificate of Authority to Commence Business for First Trust of New York, National Association now known as U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 2 of Form T-1, Registration No. 33-83774. Exhibit 3. Authorization to exercise corporate trust powers for U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 3 of Form T-1, Registration No. 333-51961. Exhibit 4. By-Laws of U.S. Bank Trust National Association, incorporated herein by reference to Exhibit 4 of Form T-1, Registration No. 333-51961. Exhibit 5. Not applicable. Exhibit 6. Consent of First Trust of New York, National Association now known as U.S. Bank Trust National Association, required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 of Form T-1, Registration No. 33-83774. Exhibit 7. Report of Condition of U.S. Bank Trust National Association, as of the close of business on June 30, 1998, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not applicable. Exhibit 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, U.S. Bank Trust National Association, a national banking association organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 8th day of October, 1998. U.S. BANK TRUST NATIONAL ASSOCIATION By: /S/ CARMELA EHRET -------------------- Carmela Ehret Vice President EXHIBIT 7 U.S. BANK TRUST NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 6/30/98 ($000'S) 6/30/98 -------------- ASSETS Cash and Due From Depository Institutions $40,561 Federal Reserve Stock 3,406 Fixed Assets 594 Intangible Assets 71,282 Other Assets 5,613 TOTAL ASSETS $121,456 LIABILITIES Other Liabilities 8,214 TOTAL LIABILITIES 8,214 EQUITY Common and Preferred Stock 1,000 Surplus 120,932 Undivided Profits (8,690) TOTAL EQUITY CAPITAL 113,242 TOTAL LIABILITIES AND EQUITY CAPITAL $121,456 ================================================================================ To the best of the undersigned's determination, as of this date the above financial information is true and correct. U.S. Bank Trust National Association By: /S/ CARMELA EHRET --------------------- Vice President Date: October 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----