Northern Indiana Public Service Company - Page 8

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            September 22, 1981.  The assignment document provides that                                
            petitioner assign all its "right, title and interest in and to                            
            the accounts receivable" of five of petitioner's largest                                  
            customers:  United States Steel Corp.; Inland Steel Co.; Jones &                          
            Laughlin Steel Corp.; Bethlehem Steel Corp.; and Midwest Steel                            
            Corp., a division of National Steel Corp.  The assignment                                 
            document also provides that petitioner will act as a collection                           
            agent for Finance with respect to the above accounts and that the                         
            above accounts                                                                            

                  do now and at all times will aggregate in excess of                                 
                  $28,000,000, and in the event a decline in the value of                             
                  one or more of the accounts would cause the aggregate                               
                  amount to be less than $28,000,000, * * * [petitioner]                              
                  will promptly assign additional customer accounts                                   
                  sufficient that the aggregate of all assigned accounts                              
                  will be in excess of $28,000,000.                                                   

                  On October 15, 1981, Eichhorn, Eichhorn & Link issued a                             
            second legal opinion reaffirming its letter dated October 7,                              
            1981, and stating that in its opinion, Finance was capitalized as                         
            set forth in the prospectus.                                                              
                  Petitioner did not change the manner in which it recorded                           
            sales and accounts receivable information as a result of                                  
            executing the assignment document.  The moneys petitioner                                 
            collected on the accounts receivable that were listed in the                              
            assignment document were not set aside in a special account, but                          
            were placed in petitioner's general corporate funds.                                      
            Petitioner's audited financial statements covering September 1981                         




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