FIFTY-THIRD SUPPLEMENTAL
INDENTURE
TO
INDENTURE DATED SEPTEMBER 1, 1939
---------------
PSI ENERGY, INC.
(FORMERLY NAMED "PUBLIC SERVICE COMPANY OF INDIANA, INC." AND
SUCCESSOR BY CONSOLIDATION TO PUBLIC SERVICE COMPANY OF INDIANA)
TO
LASALLE BANK NATIONAL ASSOCIATION
AS TRUSTEE
(FORMERLY NAMED "LASALLE NATIONAL BANK" AND THE
SUCCESSOR TRUSTEE TO THE FIRST NATIONAL BANK OF CHICAGO)
----------------
DATED AS OF JUNE 15, 2001
----------------
CREATING FIRST MORTGAGE BONDS, SERIES EEE, 6.65%, DUE JUNE 15, 2006
AND
OTHERWISE SUPPLEMENTING AND AMENDING THE INDENTURE
TABLE OF CONTENTS
-----------------
Page
PARTIES:
Company (PSI Energy, Inc. formerly named Public Service Company
of Indiana, Inc., successor by consolidation to Initial Mortgagor
(Public Service Company of Indiana)), and Trustee.................... 1
RECITALS:
Indenture of the Initial Mortgagor, dated September 1, 1939, and First
Supplemental Indenture thereto of the Initial Mortgagor, dated
as of March 1, 1941.................................................. 1
Consolidation of Initial Mortgagor (and four other companies) into the
Company.............................................................. 1
Execution by Company of Third Supplemental Indenture to the original
Indenture............................................................ 1
Company substituted for Initial Mortgagor under Indenture................ 1
Execution by Company of Third through the Fifty-Second Supplemental
Indentures to the original Indenture................................. 2
LaSalle Bank National Association, successor to original Trustee......... 2
Change of name of Company from Public Service Company of Indiana,
Inc. to PSI Energy, Inc.............................................. 3
Amount of bonds presently outstanding under the Indenture................ 3
Fifty-Third Supplemental Indenture and Bonds of Series EEE authorized 3
Conditions precedent performed........................................... 3
EXECUTING CLAUSE........................................................... 3
Page
ARTICLE I.
Section 1. Definitions........................................................ 4
ARTICLE II.
FIRST MORTGAGE BONDS, SERIES EEE, 6.65%, DUE JUNE 15, 2006.
Section 1. Creation and designation of Bonds of Series EEE.....................8
Section 2. Form of Bonds of Series EEE.........................................8
Form of face of Bonds of Series EEE................................9
Form of reverse of Bonds of Series EEE and Trustee's certificate..12
Section 3. Transfer and Exchange of Bonds of Series EEE.......................18
Section 4. Date of Bonds of Series EEE........................................30
Section 5. Maturity dates and interest rates of Bonds of Series EEE...........30
Section 6. Interest Rate Adjustments..........................................30
Section 7. Certain Rights to Require Repurchase of Bonds of Series EEE by the
Company...........................................................32
Section 8. Place and manner of payment of Bonds of Series EEE.................33
Section 9. Denominations and numbering of definitive Bonds of Series EEE......33
Temporary Bonds of Series EEE and exchange
thereof for definitive bonds......................................33
Section 10. Maintenance and Renewal Fund shall not apply to the Bonds
of Series EEE....................................................33
Section 11.Inspection requirements shall not apply to the Bonds of Series EEE.34
Section 12. Company's right to further amend the original Indenture...........34
ARTICLE III.
ISSUANCE OF BONDS OF SERIES EEE.
Section 1. Aggregate principal amount of Bonds of Series EEE issuable at once 35
Section 2. Issuance of additional Bonds of Series EEE........................ 35
ARTICLE IV.
INDENTURE AMENDMENTS.
Section 1. Amendments to Article I of the original Indenture................. 35
Section 2. Amendments to Article VII of the original Indenture............... 36
Page
ARTICLE V.
CONCERNING THE TRUSTEE.
Acceptance of trust by Trustee............................................... 38
Trustee not responsible for validity or sufficiency of Fifty-Third
Supplemental Indenture, etc................................................ 38
Terms and conditions of Article XVII of the original Indenture to be applied
to the Fifty-Third Supplemental Indenture.................................. 38
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
Section 1. References in any article or section of the original Indenture refer
to such article or section as amended by all Fifty-Three
Supplemental Indentures thereto.......................... 38
Section 2. Operation and construction of amendments to the original Indenture.38
Section 3. All covenants, etc., for sole benefit of parties to the Fifty-Third
Supplemental Indenture and holders of bonds.................38
Section 4. Table of contents and headings of articles not part of Fifty-Third
Supplemental Indenture......................................38
Section 5. Execution of Fifty-Third Supplemental Indenture in counterparts....39
Section 6. Payments Due on Legal Holidays.....................................39
ATTESTATION CLAUSE........................................................... 40
SIGNATURES................................................................... 40
ACKNOWLEDGMENT BY COMPANY.................................................... 41
ACKNOWLEDGMENT BY TRUSTEE.................................................... 42
EXHIBIT A................................................................... A-1
EXHIBIT B................................................................... B-1
FIFTY-THIRD SUPPLEMENTAL INDENTURE dated as of the fifteenth day of June
2001, made and entered into by and between PSI ENERGY, INC. (hereinafter
commonly referred to as the "Company"), a corporation organized and existing
under the laws of the State of Indiana, formerly named Public Service Company of
Indiana, Inc., and the successor by consolidation to Public Service Company of
Indiana, an Indiana corporation, party of the first part, and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States and having its office or place of business
in the City of Chicago, State of Illinois, formerly named LaSalle National Bank,
and the successor trustee to The First National Bank of Chicago (hereinafter
commonly referred to as the "Trustee"), party of the second part,
WITNESSETH:
WHEREAS, Public Service Company of Indiana (hereinafter commonly referred
to as the "Initial Mortgagor"), prior to its consolidation with certain other
corporations to form the Company, executed and delivered to the Trustee a
certain indenture of mortgage or deed of trust (hereinafter called the "original
Indenture" when referred to as existing prior to any amendment thereto, and the
"Indenture" when referred to as heretofore, now or hereafter amended), dated
September 1, 1939, and a First Supplemental Indenture thereto, dated as of March
1, 1941, to secure the bonds of the Initial Mortgagor, its successors and
assigns, issued from time to time under the Indenture in series for the purposes
of and subject to the limitations specified in the Indenture; and
WHEREAS, the Company on September 6, 1941, became, through a consolidation,
the successor of the Initial Mortgagor (and four other companies) and succeeded
to all the rights and became liable for all the obligations of the Initial
Mortgagor (and such other companies); and
WHEREAS, after said consolidation, the Company executed and delivered a
Second Supplemental Indenture, dated as of November 1, 1941, to the original
Indenture for the purposes, among others, of (i) the making by the Company of an
agreement of assumption and adoption by it of the Indenture, (ii) the assumption
by the Company of the bonds (and interest and premium, if any, thereon) issued
or to be issued under the Indenture, and of all terms, covenants and conditions
binding upon it under the Indenture, and the agreeing by the Company to pay,
perform and fulfill the same, and (iii) the conveying to the Trustee upon the
trusts declared in the Indenture, but subject to any outstanding liens and
encumbrances, all the property which the Company then owned or which it might
thereafter acquire, except property of a character similar to the property of
the Initial Mortgagor which is excluded from the lien of the Indenture; and
WHEREAS, all conditions have been met and all acts and things necessary
have been done and performed to make the Indenture the valid and binding
agreement of the Company and to substitute the Company for the Initial Mortgagor
under the Indenture, and to vest the Company with each and every right and power
of the Initial Mortgagor, including the right and power to issue bonds
thereunder; and
WHEREAS, the Company has subsequently executed and delivered, for purposes
authorized under the Indenture, a Third Supplemental Indenture dated as of March
1, 1942, a Fourth Supplemental Indenture dated as of May 1, 1943, a Fifth
Supplemental Indenture dated as of August 1, 1944, a Sixth Supplemental
Indenture dated as of September 1, 1945, a Seventh Supplemental Indenture dated
as of November 1, 1947, an Eighth Supplemental Indenture dated as of January 1,
1949, a Ninth Supplemental Indenture dated as of May 1, 1950, a Tenth
Supplemental Indenture dated as of July 1, 1952, an Eleventh Supplemental
Indenture dated as of January 1, 1954, a Twelfth Supplemental Indenture dated as
of October 1, 1957, a Thirteenth Supplemental Indenture dated as of February 1,
1959, a Fourteenth Supplemental Indenture dated as of July 15, 1960, a Fifteenth
Supplemental Indenture dated as of June 15, 1964, a Sixteenth Supplemental
Indenture dated as of January 1, 1969, a Seventeenth Supplemental Indenture
dated as of March 1, 1970, an Eighteenth Supplemental Indenture dated as of
January 1, 1971, a Nineteenth Supplemental Indenture dated as of January 1,
1972, a Twentieth Supplemental Indenture dated as of February 1, 1974, a
Twenty-First Supplemental Indenture dated as of August 1, 1974, a Twenty-Second
Supplemental Indenture dated as of August 1, 1975, a Twenty-Third Supplemental
Indenture dated as of January 1, 1977, a Twenty-Fourth Supplemental Indenture
dated as of October 1, 1977, a Twenty-Fifth Supplemental Indenture dated as of
September 1, 1978, a Twenty-Sixth Supplemental Indenture dated as of September
1, 1978, a Twenty-Seventh Supplemental Indenture dated as of March 1, 1979, a
Twenty-Eighth Supplemental Indenture dated as of May 1, 1979, a Twenty-Ninth
Supplemental Indenture dated as of March 1, 1980, a Thirtieth Supplemental
Indenture dated as of August 1, 1980, a Thirty-First Supplemental Indenture
dated as of February 1, 1981, a Thirty-Second Supplemental Indenture dated as of
August 1, 1981, a Thirty-Third Supplemental Indenture dated as of December 1,
1981, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1982, a
Thirty-Fifth Supplemental Indenture dated as of March 30, 1984, a Thirty-Sixth
Supplemental Indenture dated as of November 15, 1984, a Thirty-Seventh
Supplemental Indenture dated as of August 15, 1985, a Thirty-Eighth Supplemental
Indenture dated as of October 1, 1986, a Thirty-Ninth Supplemental Indenture
dated as of March 15, 1987, a Fortieth Supplemental Indenture dated as of June
1, 1987, a Forty-First Supplemental Indenture dated as of June 15, 1988, a
Forty-Second Supplemental Indenture dated as of August 1, 1988, a Forty-Third
Supplemental Indenture dated as of September 15, 1989, a Forty-Fourth
Supplemental Indenture dated as of March 15, 1990, a Forty-Fifth Supplemental
Indenture dated as of March 15, 1990, a Forty-Sixth Supplemental Indenture dated
as of June 1, 1990, a Forty-Seventh Supplemental Indenture dated as of July 15,
1991, a Forty-Eighth Supplemental Indenture dated as of July 15, 1992, a
Forty-Ninth Supplemental Indenture dated as of February 15, 1993, a Fiftieth
Supplemental Indenture dated as of February 15, 1993, a Fifty-First Supplemental
Indenture dated as of February 1, 1994, and a Fifty-Second Supplemental
Indenture dated as of April 30, 1999, each supplementing and amending the
Indenture; and
WHEREAS, the Thirty-Fifth Supplemental Indenture authorized and appointed
LaSalle Bank National Association, a national banking association duly organized
and existing under the law of the United States of America with its principal
office in Chicago, Illinois and formerly named LaSalle National Bank, as
Successor Trustee to The First National Bank of Chicago, which appointment was
accepted, and all trust powers under the Indenture were thereby transferred from
The First National Bank of Chicago to LaSalle Bank National Association; and
WHEREAS, the Forty-Sixth Supplemental Indenture amended the Indenture to
reflect a change in the name of the Company from Public Service Company of
Indiana, Inc. to PSI Energy, Inc. effective as of April 20, 1990; and
WHEREAS, as of June 15, 2001, the only bonds that have been heretofore
issued under the Indenture which are now outstanding are $300,000,000 aggregate
principal amount of "PSI Energy, Inc. First Mortgage Bonds, Series VV, Due July
15, 2026" and $545,000,000 aggregate principal amount of "PSI Energy, Inc. First
Mortgage Bonds, Series WW, Due August 15, 2027" and $50,000,000 aggregate
principal amount of "PSI Energy, Inc. First Mortgage Bonds, Series ZZ, 5 3/4%,
Due February 15, 2028" and $50,000,000 aggregate principal amount of "PSI
Energy, Inc. First Mortgage Bonds, Series AAA, 7 1/8%, Due February 1, 2024" and
$124,665,000 aggregate principal amount of "PSI Energy, Inc. First Mortgage
Bonds, Series BBB, 8%, Due July 15, 2009" (such bonds being hereinafter referred
to as "Bonds of Series BBB") and $53,055,000 aggregate principal amount of "PSI
Energy, Inc. First Mortgage Bonds, Series CCC, 8.85%, Due January 15, 2022" and
$38,000,000 aggregate principal amount of "PSI Energy, Inc. First Mortgage
Bonds, Series DDD, 8.31%, Due September 1, 2032"; and
WHEREAS, in accordance with the provisions of Section 1 of Article XVIII of
the Indenture, the Board of Directors has authorized the execution and delivery
by the Company of a Fifty-Third Supplemental Indenture, substantially in the
form of this Fifty-Third Supplemental Indenture, for the purpose of creating a
fiftieth series of bonds to be issued under the Indenture, to be known as "PSI
Energy, Inc. First Mortgage Bonds, Series EEE, 6.65%, Due June 15, 2006" (such
bonds being hereinafter referred to as "Bonds of Series EEE"), and prescribing
the form and substance of the Bonds of Series EEE and the terms, provisions and
characteristics thereof, and for the purpose of adding to the covenants and
agreements of the Company for the protection of the bondholders and of the trust
estate, of providing the terms and conditions for the redemption of the Bonds of
Series EEE, of adding certain other covenants and undertakings with respect to
the Bonds of Series EEE and of making such changes in the Indenture as are
deemed necessary or desirable and as are permitted by the Indenture; and
WHEREAS, all conditions and requirements necessary to make this Fifty-Third
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized:
NOW, THEREFORE, in consideration of the premises, and of the acceptance and
purchase of the Bonds of Series EEE by the holders and registered owners
thereof, and of the sum of One Dollar ($1.00) duly paid by the Trustee to the
Company, the receipt whereof is hereby acknowledged, and in accordance with and
subject to the terms and provisions of the Indenture, the Company and the
Trustee, respectively, have entered into, executed and delivered this
Fifty-Third Supplemental Indenture for the uses and purposes hereinafter
expressed, that is to say:
ARTICLE I.
Section 1. Definitions.
For all purposes of this Fifty-Third Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the
singular; and
(2) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Supplemental Indenture as a whole
and not to any particular Article, Section or other subdivision.
"Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Bond, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.
"Clearstream" means Clearstream Banking, S.A.
"Closing Date" means the date on which the Company delivers the Bonds of
Series EEE to the Initial Purchasers.
"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act.
"corporation" means a corporation, association, company, limited liability
company, joint-stock company or business trust.
"Definitive Bond" means a certificated Bond of Series EEE registered in the
name of the holder thereof and in the form set forth in Section 2(a) of Article
II, except that such Bonds of Series EEE shall not bear the Global Bond Legend.
"Depositary" means The Depository Trust Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Supplemental Indenture, and thereafter "Depositary" shall mean such successor
Depositary.
"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"Exchange Bonds" means the Bonds of Series EEE issued in the Exchange Offer
pursuant to Section 3(f) of Article II.
"Exchange Offer" means an exchange offer pursuant to a registration
statement under the Securities Act, registering securities substantially
identical to the Bonds of Series EEE, as provided by the Registration Rights
Agreement.
"Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.
"Global Bond Legend" means the legend set forth in Section 3(g)(ii) of
Article II, which is required to be placed on all Global Bonds issued under this
Supplemental Indenture.
"Global Bonds" has the meaning specified in Section 2(b) of Article II.
"Indirect Participant" means a Person who holds a beneficial interest in a
Global Bond through a Participant or one or more other Indirect Participants.
"Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, ABN AMRO Rothschild LLC and J.P. Morgan Securities, Inc.
"Issuer Order" means a written order of the Company, signed by its
President or a Vice President and by its Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary.
"Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all holders of the Bonds of Series EEE for use by such
holders in connection with the Exchange Offer.
"Non-U.S. Person" means a Person who is not a U.S. Person, as defined in
Regulation S.
"Offering Memorandum" means the Offering Memorandum dated June 15, 2001,
offering the Bonds of Series EEE for sale as provided therein.
"Officers' Certificate" means a certificate signed in the same manner and
by the same Persons as provided for in an Issuer Order, and delivered to the
Trustee.
"Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).
"Participating Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.
"Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
"Private Placement Legend" means the legend set forth in Section 3(g)(i) of
Article II to be placed on all Bonds of Series EEE issued under this
Supplemental Indenture except where otherwise permitted by the provisions of
this Supplemental Indenture.
"Purchase Agreement" means the Purchase Agreement entered into by the
Company and the Initial Purchasers in connection with the sale of the Bonds.
"QIB" means a "qualified institutional buyer" as defined in Rule 144A.
"Registrable Bonds" has the meaning set forth in the Registration Rights
Agreement.
"Registration Rights Agreement" means the Registration Rights Agreement,
dated as of June 22, 2001, between the Company and the Initial Purchasers, for
the benefit of themselves and the holders of the Bonds of Series EEE, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
"Regulation S" means Regulation S promulgated under the Securities Act.
"Regulation S Global Bond" means a Regulation S Temporary Global Bond or
Regulation S Permanent Global Bond, as appropriate.
"Regulation S Permanent Global Bond" means a permanent Global Bond in the
form set forth in Section 2(a) of Article II bearing the Global Bond Legend and
the Private Placement Legend, if applicable, and deposited with or on behalf of
and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Bond upon expiration of the Restricted Period.
"Regulation S Temporary Global Bond" means a temporary Global Bond in the
form set forth in Section 2(a) of Article II bearing the Global Bond Legend, the
Regulation S Temporary Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Bonds of Series EEE initially sold in reliance on Rule 903 of Regulation S.
"Regulation S Temporary Legend" means the legend set forth in Section
3(g)(iii) of Article II.
"Restricted Definitive Bond" means a Definitive Bond bearing the Private
Placement Legend.
"Restricted Global Bond" means a Global Bond bearing the Private Placement
Legend.
"Restricted Holders" has the meaning set forth in the Registration Rights
Agreement.
"Restricted Period" means the 40-day restricted period as defined in
Regulation S.
"Rule 144" means Rule 144 promulgated under the Securities Act.
"Rule 144A" means Rule 144A promulgated under the Securities Act.
"Rule 144A Global Bond" means the form of the Bonds of Series EEE initially
sold to QIBs.
"Rule 903" means Rule 903 promulgated under the Securities Act.
"Rule 904" means Rule 904 promulgated under the Securities Act.
"Securities Act" means the U.S. Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.
"Unrestricted Global Bond" means a permanent Global Bond in the form set
forth in Section 2(a) of Article II that bears the Global Bond Legend, and that
is deposited with or on behalf of and registered in the name of the Depositary,
representing the Bonds of Series EEE that do not bear the Private Placement
Legend.
"Unrestricted Definitive Bond" means one or more Definitive Bonds that do
not bear and are not required to bear the Private Placement Legend.
"U.S. Person" means a U.S. Person as defined in Regulation S.
ARTICLE II.
FIRST MORTGAGE BONDS, SERIES EEE, 6.65%, DUE JUNE 15, 2006
Section 1. Creation and Designation of Bonds of Series EEE. There is hereby
created a fiftieth series of bonds to be issued under and secured by the
Indenture, to be designated as "PSI Energy, Inc. First Mortgage Bonds, Series
EEE, 6.65%, Due June 15, 2006", being the Bonds of Series EEE hereinbefore
referred to.
Section 2. Form of Bonds of Series EEE.
(a) The Bonds of Series EEE and the Trustee's certificate to be endorsed
thereon shall be substantially in the following forms, respectively:
(FORM OF FACE OF SERIES EEE BOND)
No. EEE- $............
PSI ENERGY, INC.
FIRST MORTGAGE BOND, SERIES EEE, 6.65%,
DUE JUNE 15, 2006
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]1
[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED BONDS, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). ONLY THE REGISTERED OWNER OF
THIS REGULATION S TEMPORARY GLOBAL BOND SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.]2
THIS BOND (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B) IT HAS ACQUIRED
THIS BOND IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
BOND EXCEPT (A) TO PSI ENERGY, INC. OR ANY OF ITS AFFILIATES, (B) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER
THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
BOND OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON"
AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
UNDER THE SECURITIES ACT. THE FIFTY-THIRD SUPPLEMENTAL INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS BOND
IN VIOLATION OF THE FOREGOING.
PSI Energy, Inc., an Indiana corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of _____________________________ Dollars
($ ) on the fifteenth day of June, 2006 and to pay interest on said sum from the
date hereof, until said principal sum is paid, at the rate of 6.65% per annum,
payable semi-annually on the fifteenth day of June and December in each year.
Both the principal of and the interest on this bond shall be payable in any coin
or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts at the office or agency
of the Company in Plainfield, Indiana, or, at the option of the registered owner
hereof, at the office or agency of the Company in the Borough of Manhattan, the
City of New York, State of New York, except that interest on this bond may be
paid, at the option of the Company, by check or draft mailed to the address of
the person entitled thereto as it appears on the books of the Company maintained
for that purpose.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE
REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
This bond shall not be valid or become obligatory for any purpose unless
and until it shall have been authenticated by the execution by the Trustee, or
its successor in trust under the Indenture, of the certificate endorsed hereon.
IN WITNESS WHEREOF, PSI Energy, Inc. has caused this bond to be executed in
its name by the manual or facsimile signature of its President or an Executive
Vice President or one of its Vice Presidents, and its corporate seal or a
facsimile thereof to be hereto affixed and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated as of:
PSI ENERGY, INC.
By.............................................
......................................President
ATTEST:
.............................................
..............................Secretary
(FORM OF REVERSE OF SERIES EEE BOND)
This bond is one of the bonds of the Company issued and to be issued from
time to time under and in accordance with and all secured by an indenture of
mortgage or deed of trust, dated September 1, 1939, from Public Service Company
of Indiana (predecessor of the Company) to The First National Bank of Chicago,
as Trustee, to which LaSalle Bank National Association is successor trustee
(which indenture as amended by all supplemental indentures is hereinafter
referred to as the "Indenture"). Said Trustee or its successor in trust under
the Indenture is hereinafter sometimes referred to as the "Trustee." Reference
is hereby made to the Indenture for a description of the property mortgaged and
pledged and the nature and extent of the security for said bonds. By the terms
of the Indenture, the bonds secured thereby are issuable in series which may
vary as to date, amount, date of maturity, rate of interest and in other
respects as in the Indenture provided.
This bond is one of a series designated as "PSI Energy, Inc. First Mortgage
Bonds, Series EEE, 6.65%, Due June 15, 2006" (hereinafter referred to as "Bonds
of Series EEE") of the Company issued under and secured by the Indenture and
created by a Fifty-Third Supplemental Indenture, dated as of June 15, 2001,
which also amends the Indenture.
The interest rate payable on the this bond will be subject to adjustment
from time to time if either Moody's Investor Service, Inc. ("Moody's") or
Standard & Poor's Ratings Group ("S&P") reduces the rating ascribed to the bonds
of the Company issued under and secured by the Indenture below "Investment
Grade," which is Baa3 in the case of Moody's and BBB- in the case of S&P. In
this event, the interest rate payable on this bond will be increased by 0.25%
for such a reduction by either Moody's or S&P, as the case may be, with a
maximum increase of 0.50% if both such rating agencies reduce their ratings
below Investment Grade. If Moody's or S&P subsequently increases the rating
ascribed to the bonds of the Company issued under and secured by the Indenture
above Ba1 in the case of Moody's or above BB+ in the case of S&P, then the
interest rate payable on this bond will be decreased by 0.25% for such an
upgrade by either Moody's or S&P, as the case may be, with a maximum decrease of
0.50% if both such rating agencies upgrade their ratings to Investment Grade,
but in no event will the interest rate be reduced to below the initial interest
rate. Any such interest rate increase or decrease will take effect from the
interest payment date following the related rating downgrade or upgrade, as the
case may be. There is no limit to the number of times the interest rate payable
on this bond can be adjusted. However, the interest rate payable on this bond
will not exceed the initial interest rate of 6.65%, plus a maximum adjustment of
0.50% for rating agency downgrades, plus a maximum of 0.25% additional interest
assessed in connection with the Registration Rights Agreement (as defined in the
Fifty-Third Supplemental Indenture).
Except as is otherwise provided in the Indenture, the rights and
obligations of the Company and of the registered owners of bonds may be modified
or amended with the consent of the Company by an affirmative vote of the
registered owners entitled to vote of at least seventy-five per centum (75%) in
principal amount of the bonds then outstanding at a meeting of bondholders
called for the purpose (and by an affirmative vote of the bearers or registered
owners entitled to vote of at least seventy-five per centum (75%) in principal
amount of bonds of any series affected by such modification or amendment in case
one or more, but less than all, series of bonds are so affected), all in the
manner and subject to the limitations set forth in the Indenture, any consent by
the registered owner of any bond being conclusive and binding upon such
registered owner and upon all future registered owners of such bond,
irrespective of whether or not any notation of such consent is made on such
bond; provided that no such modification or amendment shall, among other things,
extend the maturity or reduce the amount of, or reduce the rate of interest on,
or otherwise modify the terms of the payment of the principal of, or interest or
premium (if any) on this bond, which obligations are absolute and unconditional,
or permit the creation of any lien ranking prior to or equal with the lien of
the Indenture on any of the mortgaged property.
The Bonds of Series EEE will be subject to redemption (the "Make-Whole
Redemption") at the option of the Company at any time in whole, or from time to
time in part, until maturity, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to the sum of (i) the principal amount of
the Bonds of Series EEE being redeemed plus accrued and unpaid interest thereon
to the redemption date, and (ii) the Make-Whole Amount (as defined below), if
any, with respect to such Bonds of Series EEE.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption of
any Bonds of Series EEE, the excess, if any, of (i) the sum, as determined by a
Quotation Agent (as defined herein), of the present value of the principal
amount of such Bonds of Series EEE, together with scheduled payments of interest
from the redemption date to the stated maturity of the Bonds of Series EEE (not
including any portion of such payments of interest accrued as of the redemption
date), in each case discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined herein) over (ii) 100% of the principal amount of the
Bonds of Series EEE to be redeemed.
"Adjusted Treasury Rate" means, with respect to any redemption date for a
Make-Whole Redemption, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue (as defined herein),
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price (as
defined herein) for such redemption date, calculated on the third business day
preceding the redemption date, plus in each case 0.25% (25 basis points).
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the stated maturity of the Bonds of Series EEE
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Bonds of Series EEE.
"Quotation Agent" means the Reference Treasury Dealer selected by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means a
primary U.S. Government securities dealer.
"Comparable Treasury Price" means, with respect to any redemption date for
a Make-Whole Redemption, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption date, as
set forth in the daily statistical release designated "H.15" (or any successor
release) published by the Board of Governors of the Federal Reserve System or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average
of such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date for a Make-Whole Redemption,
the average, as determined by the Trustee (after consultation with the Company),
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.
Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days before any redemption date to each holder of Bonds of
Series EEE to be redeemed. If less than all the Bonds of Series EEE are to be
redeemed at the option of the Company, the Trustee shall select, in such manner
as it shall deem fair and appropriate, the Bonds of Series EEE to be redeemed in
whole or in part.
Unless the Company defaults in payment of the redemption price, on and
after any redemption date, interest will cease to accrue on the Bonds of Series
EEE or portions thereof called for redemption.
In the case of any of certain events of default specified in the Indenture,
the principal of this bond may be declared or may become due and payable prior
to the stated date of maturity hereof in the manner and with the effect provided
in the Indenture.
No recourse shall be had for the payment of the principal of or interest on
this bond, or for any claim based hereon, or otherwise in respect hereof or of
the Indenture, to or against any incorporator, shareholder, officer or director,
past, present or future, of the Company or of any predecessor or successor
company, either directly or through the Company or such predecessor or successor
company, under any constitution or statute or rule of law, or by the enforcement
of any assessment or penalty, or otherwise, all such liability of incorporators,
shareholders, directors and officers being waived and released by the registered
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.
The Bonds of Series EEE are issuable only in registered form without
coupons. This bond is transferable by the registered owner hereof, in person or
by an attorney duly authorized, at the principal office or place of business of
LaSalle Bank National Association, the Trustee, or its successor in trust under
the Indenture, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, the City of New York, State
of New York, upon the surrender and cancellation of this bond, and upon any such
transfer a new registered bond or bonds of the same series and maturity date and
for the same aggregate principal amount will be issued to the transferee in
exchange herefor.
The Bonds of Series EEE are issuable in the denomination of $1,000 and in
such multiples thereof as shall from time to time be determined and authorized
by the Board of Directors of the Company. In the manner and subject to the
limitations provided in the Indenture, Bonds of Series EEE are exchangeable as
between authorized denominations, upon presentation thereof for such purpose by
the registered owner, at the principal office or place of business of LaSalle
Bank National Association, the Trustee, or its successor in trust under the
Indenture, or, at the option of the registered owner, at the office or agency of
the Company in the Borough of Manhattan, the City of New York, State of New
York.
No service charge will be made for any transfer or exchange of this bond,
but the Company may require a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
(FORM OF TRUSTEE'S CERTIFICATE)
TRUSTEE'S CERTIFICATE
This bond is one of the Bonds of Series EEE designated therein referred to
and described in the within mentioned Indenture and Fifty-Third Supplemental
Indenture.
LASALLE BANK NATIONAL ASSOCIATION,
AS TRUSTEE,
By.............................................
Authorized Officer
(b) Global Bonds. The Bonds of Series EEE, initially shall be issued in the
form of one or more separate, authenticated, fully registered bonds (each a
"Global Bond") which (i) need not be in the form of a lithographed or engraved
certificate, but may be typewritten or printed on ordinary paper or such paper
as the Trustee may reasonably request, (ii) shall represent such of the
outstanding Bonds of Series EEE as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of outstanding
Bonds of Series EEE from time to time endorsed thereon and that the aggregate
principal amount of outstanding Bonds of Series EEE represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
(iii) shall be executed by the Company and authenticated by the Trustee in
accordance with the provisions of the Indenture, and (iv) shall contain the
legends required by Section 3(g) of this Article II. Any endorsement of a Global
Bond to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Bonds of Series EEE represented thereby shall be
made by the Trustee in accordance with instructions given by the holder thereof
as required by Section 3 hereof.
(c) Rule 144A Global Bonds. Upon issuance, the Rule 144A Global Bonds will
be deposited with the Trustee, as custodian for the Depositary, and registered
in the name of the Depositary or Cede & Co., its nominee, in each case for
credit to the accounts of the Depositary's Direct and Indirect Participants.
(d) Temporary Global Bonds. Bonds of Series EEE offered and sold in
reliance on Regulation S shall be deposited on behalf of the purchasers of the
Bonds of Series EEE represented thereby with the Trustee, as custodian for the
Depositary, and registered in the name of the Depositary or Cede & Co, its
nominee, for the accounts of designated agents holding on behalf of Euroclear or
Clearstream. The Restricted Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Clearstream certifying that they have
received certification of non-United States beneficial ownership of 100% of the
aggregate principal amount of the Regulation S Temporary Global Bond (except to
the extent of any beneficial owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a Rule 144A Global Bond, all as contemplated by Section 3(b)(ii) of
this Article II), and (ii) an Officers' Certificate from the Company. Following
the termination of the Restricted Period, beneficial interests in the Regulation
S Temporary Global Bond shall be exchanged for beneficial interests in
Regulation S Permanent Global Bonds pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Bonds,
the Trustee shall cancel the Regulation S Temporary Global Bond. The aggregate
principal amount of the Regulation S Temporary Global Bond and the Regulation S
Permanent Global Bonds may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of beneficial
interests as hereinafter provided.
(e) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking, S.A." and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Bond and
the Regulation S Permanent Global Bonds that are held by Participants through
Euroclear or Clearstream.
(f) The Trustee and the Company may treat the Depositary or Cede & Co., its
nominee, as the sole and exclusive owner of the Bonds of Series EEE registered
in its name for the purposes of payment of the principal or redemption price of
or interest on the Bonds of Series EEE, giving any notice permitted or required
to be given to holders of the Bonds of Series EEE under the Indenture or this
Supplemental Indenture, registering the transfer of the Bonds of Series EEE,
obtaining any consent or other action to be taken by holders of the Bonds of
Series EEE, and for all other purposes whatsoever and neither the Trustee nor
the Company shall be affected by any notice to the contrary. Neither the Company
nor the Trustee nor any registrar nor any paying agent shall have any
responsibility or obligation to any Participant, any person claiming a
beneficial ownership interest in the Bonds of Series EEE under or through the
Depositary or any Participant, or any other person which is not shown on the
registration books as being a holder of the Bonds of Series EEE with respect to
(i) the accuracy of any records maintained by the Depositary or any Participant;
(ii) the payment by the Depositary to any Participant of any amount in respect
of the principal or redemption price of or interest on the Bonds of Series EEE;
(iii) the payment by any Participant to any owner of a beneficial ownership
interest in the Bonds of Series EEE in respect of the principal or redemption
price of or interest on the Bonds of Series EEE; or (iv) any consent or other
action taken by the Depositary as owner of the Bonds of Series EEE. The Trustee
shall pay all principal and any redemption price of and interest on the Bonds of
Series EEE only to or upon the order of the registered holder or holders of the
Bonds of Series EEE, as shown on the registration books, and all such payments
shall be valid and effective to fully satisfy and discharge the Company's
obligations with respect to the principal or redemption price of and interest on
the Bonds of Series EEE, to the extent of the sum or sums so paid. No person
other than a holder of the Bonds of Series EEE, as shown on the registration
books of the Depositary, shall receive an authenticated Bond of Series EEE
evidencing the obligation of the Company to make payment of the principal and
any redemption price of and interest on the Bonds of Series EEE, pursuant to the
Indenture and this Supplemental Indenture. Upon delivery by the Depositary to
the Trustee of written notice to the effect that the Depositary has determined
to substitute a new nominee for Cede & Co., and subject to the provisions of the
Indenture and this Supplemental Indenture, the word "Cede & Co.," as used in
this Supplemental Indenture, shall refer to each new nominee of the Depositary.
(g) In connection with any notice or other communication to be provided to
holders of the Bonds of Series EEE pursuant to the Indenture and this
Supplemental Indenture by the Company or the Trustee with respect to any consent
or other action to be taken by holders of the Bonds of Series EEE, the Company
or the Trustee, as the case may be, shall establish a record date for such
consent or other action and give the Depositary notice of such record date not
less than 15 calendar days in advance of such record date to the extent
possible. Such notice to the Depositary shall be given only so long as the
Depositary or its nominee is the sole holder of the Bonds of Series EEE.
Section 3. Transfer and Exchange of Bonds of Series EEE.
(a) Transfer and Exchange of Global Bonds. A Global Bond may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Bonds will be exchanged by the
Company for Definitive Bonds if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or (ii)
the Company in its sole discretion determines that the Global Bonds (in whole
but not in part) should be exchanged for Definitive Bonds and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Bond be exchanged by the Company for Definitive
Bonds prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Trustee of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
under the Securities Act or (iii) there shall have occurred and be continuing a
default or an event of default and the Trustee receives a request from the
Depositary to issue Definitive Bonds. Upon the occurrence of any of the
preceding events, Definitive Bonds shall be issued in such names as the
Depositary shall instruct the Trustee. A Global Bond may not be exchanged for
another Bond of Series EEE other than as provided in this Section 3(a), however,
beneficial interests in a Global Bond may be transferred and exchanged as
provided in Section 3(b), (c) or (f) hereof.
(b) Transfer and Exchange of Beneficial Interests in the Global Bonds. The
transfer and exchange of beneficial interests in the Global Bonds shall be
effected through the Depositary, in accordance with the provisions of this
Supplemental Indenture and the Applicable Procedures. Beneficial interests in
the Restricted Global Bonds shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Bonds also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:
(i) Transfer of Beneficial Interests in the Same Global Bond.
Beneficial interests in any Restricted Global Bond may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Bond in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, transfers of
beneficial interests in the Regulation S Temporary Global Bonds may not be
made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Beneficial interests in any Unrestricted Global
Bond may be transferred to Persons who take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Bond. No written orders or
instructions shall be required to be delivered to the Trustee to effect the
transfers described in this Section 3(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Bonds. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 3(b)(i) above, the transferor of
such beneficial interest must deliver to the Trustee either (A)(1) a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Bond in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (B)(1) a written order from a
Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause
to be issued a Definitive Bond in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Trustee containing information regarding the Person in
whose name such Definitive Bond shall be registered to effect the transfer
or exchange referred to in (1) above; provided that in no event shall
Definitive Bonds be issued upon the transfer or exchange of beneficial
interests in the Regulation S Temporary Global Bond prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Trustee of
any certificates required pursuant to Rule 903 under the Securities Act.
Upon consummation of an Exchange Offer by the Company in accordance with
Section 3(f) hereof, the requirements of this Section 3(b)(ii) shall be
deemed to have been satisfied upon receipt by the Trustee of the
instructions contained in the Letter of Transmittal delivered by the holder
of such beneficial interest in the Restricted Global Bonds. Upon
satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Bonds contained in this Supplemental
Indenture and the Bonds or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global
Bond(s) pursuant to Section 3(h).
(iii) Transfer of Beneficial Interests to Another Restricted Global
Bond. A beneficial interest in any Restricted Global Bond may be
transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Bond if the transfer
complies with the requirements of Section 3(b)(ii) above and the Trustee
receives the following:
(A) if the transferee will take delivery in the form of a
beneficial interest in the Rule 144A Global Bond, then the transferor
must deliver a certificate in the form of Exhibit A hereto, including
the certifications in item (1) thereof; and
(B) if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Temporary Global Bond or the
Regulation S Permanent Global Bond, then the transferor must deliver a
certificate in the form of Exhibit A hereto, including the
certifications in item (2) thereof.
(iv) Transfer and Exchange of Beneficial Interests in a Restricted
Global Bond for Beneficial Interests in the Unrestricted Global Bond. A
beneficial interest in any Restricted Global Bond may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Bond or
transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Bond if the exchange or
transfer complies with the requirements of Section 3(b)(ii) above and:
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the
Exchange Bonds or (3) a Person who is an affiliate (as defined in Rule
144) of the Company;
(B) such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement;
(C) such transfer is effected by a Participating Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance
with the Registration Rights Agreement; or
(D) the Trustee receives the following:
(1) if the holder of such beneficial interest in a
Restricted Global Bond proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global
Bond, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (1)(a) thereof; or
(2) if the holder of such beneficial interest in a
Restricted Global Bond proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Bond, a
certificate from such holder in the form of Exhibit A hereto,
including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the
Trustee so requests or if the Applicable Procedures so require,
an opinion of counsel in form reasonably acceptable to the
Trustee to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the
Securities Act.
If any such transfer is effected pursuant to subparagraph (B) or
(D) above at a time when an Unrestricted Global Bond has not yet
been issued, the Company shall issue and the Trustee shall
authenticate one or more Unrestricted Global Bonds in an
aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.
A beneficial interest in an Unrestricted Global Bond cannot be
exchanged for, or transferred to a Person who takes delivery
thereof in the form of, a beneficial interest in a Restricted
Global Bond.
(c) Transfer or Exchange of Beneficial Interests for Definitive Bonds.
(i) Beneficial Interests in Restricted Global Bonds to
Restricted Definitive Bonds. If any holder of a beneficial interest in
a Restricted Global Bond proposes to exchange such beneficial interest
for a Restricted Definitive Bond or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Bond, then, upon receipt by the Trustee of the
following documentation:
(A) if the holder of such beneficial interest in a
Restricted Global Bond proposes to exchange such beneficial
interest for a Restricted Definitive Bond, a certificate from
such holder in the form of Exhibit B hereto, including the
certifications in item (2)(a) thereof;
(B) if such beneficial interest is being transferred to a
QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit A hereto, including the certifications in item
(1) thereof;
(C) if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to
the effect set forth in Exhibit A hereto, including the
certifications in item (2) thereof;
(D) if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit
A hereto, including the certifications in item (3)(a) thereof;
(E) if such beneficial interest is being transferred to the
Company or any of its subsidiaries, a certificate to the effect
set forth in Exhibit A hereto, including the certifications in
item (3)(b) thereof; or
(F) if such beneficial interest is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit
A hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cause the aggregate principal amount of the
applicable Global Bond to be reduced accordingly pursuant to
Section 3(h) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Bond in the appropriate
principal amount. Any Definitive Bond issued in exchange for a
beneficial interest in a Restricted Global Bond pursuant to this
Section 3(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Trustee through
instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Bonds to
the Persons in whose names such Bonds are so registered. Any
Definitive Bond issued in exchange for a beneficial interest in a
Restricted Global Bond pursuant to this Section 3(c)(i) shall
bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.
(ii) Restrictions on Exchanges of Regulation S Temporary Global Bonds.
Notwithstanding Sections 3(c)(i)(A) and (C) hereof, a beneficial interest
in the Regulation S Temporary Global Bond may not be exchanged for a
Definitive Bond or transferred to a Person who takes delivery thereof in
the form of a Definitive Bond prior to (x) the expiration of the Restricted
Period and (y) the receipt by the Trustee of any certificates required
pursuant to Rule 903 under the Securities Act, except in the case of a
transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.
(iii) Beneficial Interests in Restricted Global Bonds to Unrestricted
Definitive Bonds. A holder of a beneficial interest in a Restricted Global
Bond may exchange such beneficial interest for an Unrestricted Definitive
Bond or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Bond only if:
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of such beneficial interest, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in
the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the
Exchange Bonds or (3) a Person who is an affiliate (as defined in Rule
144) of the Company;
(B) such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement;
(C) such transfer is effected by a Participating Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance
with the Registration Rights Agreement; or
(D) the Trustee receives the following:
(1) if the holder of such beneficial interest in a
Restricted Global Bond proposes to exchange such beneficial
interest for a Definitive Bond that does not bear the
Private Placement Legend, a certificate from such holder in
the form of Exhibit B hereto, including the certifications
in item (1)(b) thereof; or
(2) if the holder of such beneficial interest in a
Restricted Global Bond proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the
form of a Definitive Bond that does not bear the Private
Placement Legend, a certificate from such holder in the form
of Exhibit A hereto, including the certifications in item
(4) thereof;
and, in each such case set forth in this subparagraph (D),
if the Trustee so requests or if the Applicable Procedures
so require, an opinion of counsel in form reasonably
acceptable to the Trustee to the effect that such exchange
or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.
(iv) Beneficial Interests in Unrestricted Global Bonds to Unrestricted
Definitive Bonds. If any holder of a beneficial interest in an Unrestricted
Global Bond proposes to exchange such beneficial interest for a Definitive
Bond or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Bond, then, upon satisfaction of the
conditions set forth in Section 3(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Bond to be reduced
accordingly pursuant to Section 3(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Bond in the appropriate principal amount. Any
Definitive Bond issued in exchange for a beneficial interest pursuant to
this Section 3(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Trustee through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Bonds to the Persons in whose names such Bonds are
so registered. Any Definitive Bond issued in exchange for a beneficial
interest pursuant to this Section 3(c)(iv) shall not bear the Private
Placement Legend.
(d) Transfer and Exchange of Definitive Bonds for Beneficial Interests.
(i) Restricted Definitive Bonds to Beneficial Interests in Restricted
Global Bonds. If any holder of a Restricted Definitive Bond proposes to
exchange such Bond for a beneficial interest in a Restricted Global Bond or
to transfer such Restricted Definitive Bonds to a Person who takes delivery
thereof in the form of a beneficial interest in a Restricted Global Bond,
then, upon receipt by the Trustee of the following documentation:
(A) if the holder of such Restricted Definitive Bond proposes to
exchange such Bond for a beneficial interest in a Restricted Global
Bond, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (2)(b) thereof;
(B) if such Definitive Bond is being transferred to a QIB in
accordance with Rule 144A under the Securities Act, a certificate to
the effect set forth in Exhibit A hereto, including the certifications
in item (1) thereof;
(C) if such Restricted Definitive Bond is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904 under the Securities Act, a certificate to the effect set
forth in Exhibit A hereto, including the certifications in item (2)
thereof;
(D) if such Restricted Definitive Bond is being transferred
pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a
certificate to the effect set forth in Exhibit A hereto, including the
certifications in item (3)(a) thereof;
(E) if such Restricted Definitive Bond is being transferred to
the Company or any of its subsidiaries, a certificate to the effect
set forth in Exhibit A hereto, including the certifications in item
(3)(b) thereof; or
(F) if such Restricted Definitive Bond is being transferred
pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit A hereto,
including the certifications in item (3)(c) thereof,
the Trustee shall cancel the Restricted Definitive Bond, increase or
cause to be increased the aggregate principal amount of, in the case of
clause (A) above, the appropriate Restricted Global Bond, in the case
of clause (B) above, the Rule 144A Global Bond, and in the case of
clause (C) above, the Regulation S Global Bond.
(ii) Restricted Definitive Bonds to Beneficial Interests in
Unrestricted Global Bonds. A holder of a Restricted Definitive Bond may
exchange such Bond for a beneficial interest in an Unrestricted Global Bond
or transfer such Restricted Definitive Bond to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Bond
only if:
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Bonds or (3) a Person who is an affiliate
(as defined in Rule 144) of the Issuer;
(B) such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement;
(C) such transfer is effected by a Participating Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance
with the Registration Rights Agreement; or
(D) the Trustee receives the following:
(1) If the holder of such Definitive Bonds proposes to
exchange such Bonds for a beneficial interest in the Unrestricted
Global Bond, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (1)(c)
thereof; or
(2) If the holder of such Definitive Bonds proposes to
transfer such Bonds to a Person who shall take delivery thereof
in the form of a beneficial interest in the Unrestricted Global
Bond, a certificate from such holder in the form of Exhibit A
hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), and if
the Trustee so requests or if the Applicable Procedures so
require, an opinion of counsel in form reasonably acceptable to
the Trustee to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the
Securities Act.
Upon satisfaction of the conditions of any of the subparagraphs
in this Section 3(d)(ii), the Trustee shall cancel the Definitive
Bonds and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Bond.
(iii) Unrestricted Definitive Bonds to Beneficial Interests in
Unrestricted Global Bonds. A holder of an Unrestricted Definitive Bond may
exchange such Bond for a beneficial interest in an Unrestricted Global Bond
or transfer such Definitive Bonds to a Person who takes delivery thereof in
the form of a beneficial interest in an Unrestricted Global Bond at any
time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Bond and
increase or cause to be increased the aggregate principal amount of one of
the Unrestricted Global Bonds.
If any such exchange or transfer from a Definitive Bond to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii)
above at a time when an Unrestricted Global Bond has not yet been issued,
the Company shall issue and the Trustee shall authenticate one or more
Unrestricted Global Bonds in an aggregate principal amount equal to the
principal amount of Definitive Bonds so transferred.
(e) Transfer and Exchange of Definitive Bonds for Definitive Bonds. Upon
request by a holder of Definitive Bonds and such holder's compliance with the
provisions of this Section 3(e), the Trustee shall register the transfer or
exchange of Definitive Bonds. Prior to such registration of transfer or
exchange, the requesting holder shall present or surrender to the Trustee the
Definitive Bonds duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Trustee duly executed by such holder or by
the holder's attorney, duly authorized in writing. In addition, the requesting
holder shall provide any additional certifications, documents and information,
as applicable, required pursuant to the following provisions of this Section
3(e).
(i) Restricted Definitive Bonds to Restricted Definitive Bonds. Any
Restricted Definitive Bond may be transferred to and registered in the name
of Persons who take delivery thereof in the form of a Restricted Definitive
Bond if the Trustee receives the following:
(A) if the transfer will be made pursuant to Rule 144A under the
Securities Act, then the transferor must deliver a certificate in the
form of Exhibit A hereto, including the certifications in item (1)
thereof;
(B) if the transfer will be made pursuant to Rule 903 or Rule
904, then the transferor must deliver a certificate in the form of
Exhibit A hereto, including the certifications in item (2) thereof;
and
(C) if the transfer will be made pursuant to any other exemption
from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit A hereto,
including the certifications, certificates and opinion of counsel
required by item (3) thereof, if applicable.
(ii) Restricted Definitive Bonds to Unrestricted Definitive Bonds. Any
Restricted Definitive Bond may be exchanged by the holder thereof for an
Unrestricted Definitive Bond or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Bond if:
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Bonds or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;
(B) any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
(C) any such transfer is effected by a Participating
Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or
(D) the Trustee receives the following:
(1) if the holder of such Restricted Definitive Bonds
proposes to exchange such Bonds for an Unrestricted Definitive
Bond, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (1)(d) thereof; or
(2) if the holder of such Restricted Definitive Bonds
proposes to transfer such Bonds to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Bond,
a certificate from such holder in the form of Exhibit A hereto,
including the certifications in item (4) thereof;
and in each such case set forth in this subparagraph (D), if the
Trustee so requests, an opinion of counsel in form reasonably
acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.
(iii) Unrestricted Definitive Bonds to Unrestricted Definitive Bonds.
A holder of Unrestricted Definitive Bonds may transfer such Bonds to a
Person who takes delivery thereof in the form of Unrestricted Definitive
Bonds. Upon receipt of a request to register such a transfer, the Trustee
shall register the Unrestricted Definitive Bonds pursuant to the
instructions from the holder thereof.
(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and the Trustee
shall authenticate (i) one or more Unrestricted Global Bonds in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Bonds tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Bonds and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Definitive Bonds in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Bonds accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Bonds, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Bonds to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the holders of Definitive Bonds so accepted Definitive
Bonds in the appropriate principal amounts.
(g) Legends. The following legends shall appear on the face of all Global
Bonds and Definitive Bonds issued under this Supplemental Indenture unless
specifically stated otherwise in the applicable provisions of this Supplemental
Indenture.
(i) Private Placement Legend. (A) Except as permitted by subparagraph
(B) below, each Global Bond and each Definitive Bond (and all Bonds of
Series EEE issued in exchange therefor or substitution thereof) shall bear
the legend in substantially the following form:
"THIS BOND (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) (A "QIB"), OR (B) IT HAS ACQUIRED THIS BOND IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS BOND
EXCEPT (A) TO PSI ENERGY, INC. OR ANY OF ITS AFFILIATES, (B) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE
903 OR 904 UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS BOND OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "U.S. PERSON" AND "UNITED STATES"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE FIFTY-THIRD SUPPLEMENTAL INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS BOND IN
VIOLATION OF THE FOREGOING."
(B) Notwithstanding the foregoing, any Global Bond or
Definitive Bond issued pursuant to subparagraphs (b)(iv),
(c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this
Section 3 (and all Bonds of Series EEE issued in exchange
therefor or substitution thereof) shall not bear the Private
Placement Legend.
(ii) Global Bond Legend. Each Global Bond shall bear a legend in
substantially the following form:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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 DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), 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."
(iii) Regulation S Temporary Global Bond Legend. The Regulation S
Temporary Global Bond shall bear a legend in substantially the following
form:
"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL BOND, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED BONDS,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). ONLY THE REGISTERED
OWNER OF THIS REGULATION S TEMPORARY GLOBAL BOND SHALL BE ENTITLED TO
RECEIVE PAYMENT OF INTEREST HEREON."
(h) Cancellation and/or Adjustment of Global Bonds. At such time as all
beneficial interests in a particular Global Bond have been exchanged for
Definitive Bonds or a particular Global Bond has been redeemed, repurchased or
canceled in whole and not in part, each such Global Bond shall be returned to or
retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Bond is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Bond or for Definitive Bonds, the principal amount of Bonds
represented by such Global Bond shall be reduced accordingly and an endorsement
shall be made on such Global Bond by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Bond,
such other Global Bond shall be increased accordingly and an endorsement shall
be made on such Global Bond by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.
Section 4. Date of Bonds of Series EEE. Each Bond of Series EEE issued
prior to the first interest payment date shall be dated as of June 22, 2001, and
otherwise shall be dated as provided in Section 1 of Article II of the
Indenture.
Section 5. Maturity Dates and Interest Rates of Bonds of Series EEE. All
Bonds of Series EEE shall be due and payable on June 15, 2006, and shall bear
interest from June 22, 2001 initially at the rate of 6.65% per annum, payable
semi-annually on the fifteenth day of June and December in each year, commencing
December 15, 2001.
Section 6. Interest Rate Adjustments.
(a) Rating Agency Downgrades. The interest rate payable on the Bonds
of Series EEE will be subject to adjustment from time to time if either
Moody's Investor Service, Inc. ("Moody's") or Standard & Poor's Ratings
Group ("S&P") reduces the rating ascribed to the bonds of the Company
issued under and secured by the Indenture below "Investment Grade," which
is Baa3 in the case of Moody's and BBB- in the case of S&P. In this event,
the interest rate payable on the Bonds of Series EEE will be increased by
0.25% for such a reduction by either Moody's or S&P, as the case may be,
with a maximum increase of 0.50% if both such rating agencies reduce their
ratings below Investment Grade. If Moody's or S&P subsequently increases
the rating ascribed to the bonds of the Company issued under and secured by
the Indenture above Ba1 in the case of Moody's or above BB+ in the case of
S&P, then the interest rate payable on the Bonds of Series EEE will be
decreased by 0.25% for such an upgrade by either Moody's or S&P, as the
case may be, with a maximum decrease of 0.50% if both such rating agencies
upgrade their ratings to Investment Grade, but in no event will the
interest rate be reduced to below the initial interest rate. Any such
interest rate increase or decrease will take effect from the interest
payment date following the related rating downgrade or upgrade, as the case
may be. The Company shall notify the Trustee promptly of any changes in the
rate of interest due to a related ratings downgrade or upgrade. There is no
limit to the number of times the interest rate payable on the Bonds of
Series EEE can be adjusted. However, the interest rate payable on the Bonds
of Series EEE will not exceed the initial interest rate of 6.65%, plus a
maximum adjustment of 0.50% for rating agency downgrades, plus a maximum of
0.25% additional interest assessed in connection with the Registration
Rights Agreement.
(b) Registration Rights Agreement. If the Company fails to comply with
certain provisions of the Registration Rights Agreement, additional
interest (the "Additional Interest") shall be assessed as follows:
(i) If the Exchange Offer Registration Statement or the Shelf
Registration Statement is not filed within 120 days following the
Closing Date, then commencing on the 121st day after the Closing Date,
Additional Interest shall be accrued on the Bonds of Series EEE at a
rate of 0.25% per annum; or
(ii) If an Exchange Offer Registration Statement or Shelf
Registration Statement is filed pursuant to (i) above and is not
declared effective within 180 days following the Closing Date, then
commencing on the 181st day after the Closing Date, Additional
Interest shall be accrued on the Bonds of Series EEE at a rate of
0.25% per annum; or
(iii) If either (A) the Company has not completed the Exchange
Offer on or prior to 35 days after the date on which the Exchange
Offer Registration Statement was declared effective, or (B) if
applicable, the Shelf Registration Statement has been declared
effective but such Shelf Registration Statement ceases to be effective
at any time prior to two years from the Closing Date, then Additional
Interest shall be accrued on the Bonds of Series EEE at a rate of
0.25% per annum immediately following the (x) 36th day after such
effective date, in the case of (A) above, or (y) the day such Shelf
Registration Statement ceases to be effective in the case of (B)
above,
provided, however, that the Additional Interest rate on the Bonds of
Series EEE may not exceed 0.25% per annum; and, provided, further,
that (1) upon the filing of the Exchange Offer Registration Statement
or Shelf Registration Statement (in the case of (i) above), (2) upon
the effectiveness of the Exchange Offer Registration Statement or
Shelf Registration Statement (in the case of (ii) above), or (3) upon
the completion of the Exchange Offer or upon the effectiveness of the
Shelf Registration Statement which had ceased to remain effective
prior to two years from the Closing Date (in the case of (iii) above),
Additional Interest on the Bonds of Series EEE as a result of such
clause (i), (ii) or (iii) shall cease to accrue.
The Company shall notify the Trustee promptly if any Additional Interest
shall be assessed.
Any amounts of Additional Interest due pursuant to clauses (i), (ii) or
(iii) above will be payable in cash, on the same original payment dates of the
Bonds of Series EEE. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Bonds of Series EEE, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.
If the Company effects the Exchange Offer, the Exchange Offer will be
deemed completed only (i) if the Exchange Bonds received by holders (other than
Restricted Holders) in the Exchange Offer are, upon receipt, transferable by
each such holder without restriction imposed thereon by the Securities Act or
the Exchange Act and without material restrictions imposed thereon by the blue
sky or securities laws of a substantial majority of the States of the United
States of America and (ii) upon the Company having exchanged, pursuant to the
Exchange Offer, Exchange Bonds for all Bonds of Series EEE that have been
properly tendered and not withdrawn. Bonds of Series EEE not validly tendered in
the Exchange Offer shall bear interest at the same rates as would otherwise be
in effect.
The terms and provisions of the Registration Rights Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the
respective successors and assigns of the parties thereto. In the event that any
transferee of any holder of Registrable Bonds shall acquire Registrable Bonds,
in any manner, whether by gift, bequest, purchase, operation of law or
otherwise, such transferee shall, without any further writing or action of any
kind, be deemed a party thereto for all purposes and such Registrable Bonds
shall be held subject to all of the terms of the Registration Rights Agreement,
and by taking and holding such Registrable Bonds such transferee shall be
entitled to receive the benefits of, and be conclusively deemed to have agreed
to be bound by and to perform, all of the applicable terms and provisions of the
Registration Rights Agreement.
Section 7. Certain Rights to Require Repurchase of Bonds of Series EEE by
the Company. In the event an unaffiliated third party acquires the Company or
its parent company, Cinergy Corp. (an "Acquisition Event"), and both Moody's and
S&P reduce the rating ascribed to the Bonds of Series EEE below Investment Grade
within 30 calendar days of the Acquisition Event (an "Acquisition Downgrade"),
then each holder of the Bonds of Series EEE will have the right, at the holder's
option, to require the Company to repurchase all or any part of the holder's
Bonds of Series EEE. The Company will purchase the Bonds of Series EEE on the
Repurchase Date at a price equal to 100% of the principal amount of the Bonds of
Series EEE, plus accrued and unpaid interest, to the Repurchase Date.
The Company shall give notice to the Trustee and holders of the Bonds of
Series EEE within 30 calendar days after the Acquisition Downgrade. The date on
which notice is given to the Trustee shall be the "Notice Date." To require the
Company to repurchase the Bonds of Series EEE, a holder must, on or before the
close of business 20 Business Days prior to the Repurchase Date, notify the
Trustee of such holder's exercise of this option and complete and submit
appropriate documentation.
For purposes of this Section 7, the "Repurchase Date" means the 45th
calendar day after the Notice Date and a "Business Day" is any day other than a
Saturday or Sunday or a day that banking institutions in the City of New York or
the City of Chicago are authorized or obligated to close.
The Company's failure to repurchase the Bonds on the Repurchase Date will
be an event of default under the Indenture upon 60 days following notice to the
Company from the Trustee of such failure to perform or observe the Company's
covenant to repurchase the Bonds.
Section 8. Subject to agreements with or the rules of the Depositary or any
successor book-entry security system or similar system with respect to Global
Bonds, both the principal of and the interest on the Bonds of Series EEE shall
be payable in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts, at
the office or agency of the Company in Plainfield, Indiana, or, at the option of
the holder thereof, at the office or agency of the Company in the Borough of
Manhattan, the City of New York, State of New York, except that interest on the
Bonds of Series EEE may be paid, at the option of the Company, by check or draft
mailed to the address of the person entitled thereto as it appears on the books
of the Company maintained for that purpose.
Section 9. Definitive Bonds of Series EEE shall be issuable in any
denomination which is a multiple of $1,000 numbered consecutively from "EEE-1"
upward.
All Bonds of Series EEE shall be executed on behalf of the Company by the
manual or facsimile signature of its President or an Executive Vice President or
one of its Vice Presidents and shall have affixed thereto the seal of the
Company or a facsimile thereof attested by the manual or facsimile signature of
its Secretary or one of its Assistant Secretaries and shall be authenticated by
the execution by the Trustee of the certificate endorsed on said bonds.
No service charge will be made by the Company for the transfer or for the
exchange of Bonds of Series EEE except, in the case of transfer, a charge
sufficient to reimburse the Company for any tax or other governmental charge
payable in connection therewith.
Pursuant to the provisions of Section 11 of Article II of the Indenture,
Bonds of Series EEE may be issued in temporary form, and if temporary bonds be
issued, the Company shall, at such time as the Company may elect, at its own
expense and without charge to the holders of the temporary bonds, prepare and
execute definitive Bonds of Series EEE and exchange the temporary bonds for such
definitive bonds in the manner provided for in said section, provided, however,
no presentation or surrender of temporary Bonds of Series EEE shall be necessary
in order for the holders entitled to interest thereon to receive such interest.
Section 10. Article IX of the Indenture, "Maintenance and Renewal Fund and
Sinking Fund Provisions" as heretofore amended or supplemented shall not apply
to the Bonds of Series BBB or to any subsequently created series of bonds (which
includes the Bonds of Series EEE) from and after the date on which no series of
bonds created under the Indenture prior to the Bonds of Series BBB are
outstanding.
Section 11. Section 22 of Article V of the Indenture as heretofore amended
or supplemented which, among other things, requires an inspection of the
mortgaged property every two years by an independent engineer, shall not apply
to the Bonds of Series BBB or to any subsequently created series of bonds (which
includes the Bonds of Series EEE), from and after the date in which no series of
bonds created under the Indenture prior to the Bonds of Series BBB are
outstanding.
Section 12. The Company reserves the right, without consent or other action
by the holders of the Bonds of Series BBB or of any subsequently created series
of bonds (which includes the Bonds of Series EEE), to amend the Indenture, as
heretofore amended or supplemented, at any time after all bonds of any series
created prior to the Bonds of Series BBB are no longer outstanding under the
Indenture, as follows:
(a) by substituting for the words "in principal amount not greater
than sixty per centum (60%) of" in Section 3 of Article IV thereof the
following:
"in principal amount not greater than sixty-six and two-thirds
per centum (66-2/3%) of ".
(b) by substituting for the words "shall exceed sixty per centum (60%)
of the value of bondable property so acquired" in Section 9 of Article V
thereof the following:
"shall exceed sixty-six and two-thirds per centum (66-2/3%) of
the value of bondable property so acquired".
(c) by substituting for the words "shall be deemed to be paid within
the meaning of this article; provided, that the date for the payment or
redemption of such bonds shall be not more than one (1) year after such
moneys shall have been so set apart or paid." in the first paragraph of
Article XIV thereof the following:
"shall be deemed to be paid within the meaning of this article.".
(d) by substituting for the words "with the consent of holders of at
least seventy-five per centum (75%) in aggregate principal amount of the
bonds at the time outstanding;" in sub-section (a) of Section 3 of Article
XVIII thereof the following:
"with the consent of holders of at least sixty-six and two-thirds
per centum (66-2/3%) in aggregate principal amount of the bonds at the
time outstanding;".
(e) by substituting for the words "holders (or persons entitled to
vote the bonds) of not less than seventy-five per centum (75%) in aggregate
principal amount of the bonds entitled to be voted" in sub-section (l) of
Section 3 of Article XVIII thereof the following:
"holders (or persons entitled to vote the bonds) of not less than
sixty-six and two-thirds per centum (66-2/3%) in aggregate principal
amount of the bonds entitled to be voted".
(f) by substituting for the words "holders (or persons entitled to
vote the bonds) of at least seventy-five per centum (75%) in principal
amount of the bonds outstanding" in sub-section (m) of Section 3 of Article
XVIII thereof the following:
"holders (or persons entitled to vote the bonds) of at least
sixty-six and two-thirds per centum (66-2/3%) in principal amount of
the bonds outstanding".
ARTICLE III.
ISSUANCE OF BONDS OF SERIES EEE.
Section 1. An initial issue of Bonds of Series EEE in the aggregate
principal amount not exceeding three hundred twenty-five million dollars
($325,000,000) may be executed by the Company and delivered to the Trustee for
authentication, and shall be authenticated and delivered by the Trustee to or
upon the order of the Company (which authentication and delivery may be made
without awaiting the filing or recording of this Fifty-Third Supplemental
Indenture), upon receipt by the Trustee of the resolutions, certificates,
orders, opinions and other instruments required by the provisions of Section 3
of Article IV of the Indenture to be received by the Trustee as a condition to
the authentication and delivery by the Trustee of bonds pursuant to said Section
3.
Section 2. Subject to the limitations provided in Section 24 of Article V
of the Indenture, additional Bonds of Series EEE may be issued by the Company
under the provisions of Sections 2, 3 or 4 of Article IV of the Indenture.
ARTICLE IV.
INDENTURE AMENDMENTS.
Section 1. Article I of the Indenture, as heretofore amended, is hereby
further amended (i) by adding immediately after subdivision "(92)" thereof an
additional subdivision numbered "(93)" and reading as follows:
"(93) The term `Fifty-Third Supplemental Indenture' shall mean the
Fifty-Third Supplemental Indenture executed by the Company and the
Trustee, dated as of June 15, 2001, supplementing and amending the
Indenture, and the terms `Bonds of Series EEE' shall mean the `PSI
Energy, Inc. First Mortgage Bonds, Series EEE, 6.65%, Due June 15,
2006,', created by the Fifty-Third Supplemental Indenture."
and (ii) by changing the numbering of the present subdivision "(93)"
thereof to "(94)".
Section 2. Article VII of the Indenture, as heretofore amended, is hereby
further amended by inserting therein immediately after Section 37 thereof, a new
section designated "Section 38" and reading as follows:
"Section 38. Each of the Bonds of Series EEE will be subject to
redemption (the `Make-Whole Redemption') at the option of the Company at
any time in whole, or from time to time in part, until maturity, upon not
less than 30 nor more than 60 days' notice to the holders of such Series,
at a redemption price equal to the sum of (i) the principal amount of the
Bonds of such Series being redeemed, plus accrued and unpaid interest
thereon to the redemption date, and (ii) the Make-Whole Amount (as defined
below), if any, with respect to such Bonds.
`Make-Whole Amount' means, in connection with any Make-Whole
Redemption of any Bonds of Series EEE, the excess, if any, of (i) the sum,
as determined by a Quotation Agent (as defined herein), of the present
value of the principal amount of such Bonds being redeemed, together with
scheduled payments of interest from the redemption date to the stated
maturity of such Bonds (not including any portion of such payments of
interest accrued as of the redemption date), in each case discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate (as defined herein)
over (ii) 100% of the principal amount of the Bonds of Series EEE to be
redeemed.
`Adjusted Treasury Rate' means, with respect to any redemption date
for a Make-Whole Redemption, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue (as defined
herein), calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price (as defined herein) for such redemption date, calculated on
the third business day preceding the redemption date for the Bonds of
Series EEE, plus in each case 0.25% (25 basis points).
`Comparable Treasury Issue' means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term from the redemption date to the stated maturity of the Bonds
of Series EEE that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of
the Bonds of Series EEE.
`Quotation Agent' means the Reference Treasury Dealer selected by the
Trustee after consultation with the Company. `Reference Treasury Dealer'
means a primary U.S. Government securities dealer.
`Comparable Treasury Price' means, with respect to any redemption date
for a Make-Whole Redemption, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release designated
`H.15' (or any successor release) published by the Board of Governors of
the Federal Reserve System or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of such Quotations.
`Reference Treasury Dealer Quotations' means, with respect to each
Reference Treasury Dealer and any redemption date for a Make-Whole
Redemption, the average, as determined by the Trustee (after consultation
with the Company), of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day preceding such
redemption date.
Notice of any redemption by the Company will be mailed at least 30
days but not more than 60 days before any redemption date to each holder of
Bonds of Series EEE to be redeemed. If less than all the Bonds of Series
EEE are to be redeemed at the option of the Company, the Trustee shall
select, in such manner as it shall deem fair and appropriate, the Bonds of
Series EEE to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, on and
after any redemption date, interest will cease to accrue on the Bonds of
Series EEE or portions thereof called for redemption.
The Company shall indemnify and hold harmless the Trustee from any and
all losses, costs, damages, expenses, fees (including attorneys' fees),
court costs, judgments, penalties, obligations, suits, disbursements and
liabilities of any kind or character whatsoever which may at any time be
imposed upon, incurred by or asserted against the Trustee by reason of or
arising out of or caused, directly or indirectly by any act or omission of
the Trustee with respect to the foregoing Section 38, including without
limitation selection of any Reference Treasury Dealer or determination of
any Reference Treasury Dealer Quotations, except for such that would arise
out of the willful misconduct or gross negligence of the Trustee and except
for costs and expenses arising in the ordinary course of the Trustee's
business."
ARTICLE V.
CONCERNING THE TRUSTEE.
The Trustee hereby accepts the trusts hereby declared and agrees to perform
the same upon the terms and conditions in the Indenture and in this Fifty-Third
Supplemental Indenture set forth. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Fifty-Third Supplemental Indenture or the due execution hereof by the Company or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and condition
contained in Article XVII of the Indenture shall apply to this Fifty-Third
Supplemental Indenture.
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
Section 1. Wherever in the original Indenture or in any of the fifty-three
supplemental indentures thereto reference is made to any article or section of
the original Indenture, such reference shall be deemed to refer to such article
or section as amended by such supplemental indentures.
Section 2. Upon the execution and delivery hereof, the Indenture shall
thereupon be deemed to be amended as hereinabove set forth as fully and with the
same effect as if the amendments made hereby were set forth in the original
Indenture and each of the fifty-three supplemental indentures to the Indenture
shall henceforth be read, taken and construed as one and the same instrument;
but such amendments shall not operate so as to render invalid or improper any
action heretofore taken under the original Indenture or said supplemental
indentures.
Section 3. All the covenants, stipulations and agreements in this
Fifty-Third Supplemental Indenture contained are and shall be for the sole and
exclusive benefit of the parties hereto, their successors and assigns, and of
the holders from time to time of the bonds.
Section 4. The table of contents to, and the headings of the different
articles of, this Fifty-Third Supplemental Indenture are inserted for
convenience of reference, and are not to be taken to be any part of the
provisions hereof, nor to control or affect the meaning, construction or effect
of the same.
Section 5. This Fifty-Third Supplemental Indenture may be simultaneously
executed in any number of counterparts, and all such counterparts shall
constitute but one and the same instrument.
Section 6. Whenever a payment of principal or interest in respect of the
Bonds of Series EEE are due on any day other than a business day (as hereinafter
defined), such payment shall be payable on the first business day next following
such date, and, in the case of a principal payment, interest on such principal
payment shall accrue to the date of such principal payment. For the purposes of
this Section 6 the term business day shall mean any day other than a day on
which the Trustee is authorized by law to close.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]
IN WITNESS WHEREOF, said PSI Energy, Inc. has caused this instrument to be
executed in its corporate name by its President or one of its Vice Presidents
and to be attested by its Secretary or one of its Assistant Secretaries and said
LaSalle Bank National Association has caused this instrument to be executed in
its corporate name by one of its Senior Vice Presidents and to be attested by
one of its Assistant Secretaries, in several counterparts, all as of the day and
year first above written.
PSI ENERGY, INC.
(CORPORATE SEAL) By ________________________
Lisa D. Gamblin
Vice President and Treasurer
ATTEST:
- ----------------------
Julia S. Janson, Secretary
Signed and delivered by PSI Energy, Inc.
in the presence of:
- ---------------------------
Witness
---------------------------
Witness
LASALLE BANK NATIONAL ASSOCIATION
(CORPORATE SEAL) By ________________________
Sarah H. Webb
Senior Vice President
ATTEST:
- ----------------------
Victoria Y. Douyon, Assistant Secretary
Signed and delivered by LaSalle Bank National Association in the presence of:
- ---------------------------
Witness
- ---------------------------
Witness
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
BE IT REMEMBERED, that on this 20th day of June, 2001, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly
commissioned and qualified, personally appeared Lisa D. Gamblin and Julia S.
Janson, personally known to me to be the same persons whose names are subscribed
to the foregoing instrument, and personally known to me to be the Vice President
and Treasurer, and the Secretary, respectively, of PSI Energy, Inc., an Indiana
corporation, and acknowledged that they signed and delivered said instrument as
their free and voluntary act as such Vice President and Treasurer, and
Secretary, respectively, and as the free and voluntary act of said PSI Energy,
Inc., for the uses and purposes therein set forth; in pursuance of the power and
authority granted to them by resolution of the Board of Directors of said
Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year aforesaid.
(NOTARIAL SEAL)
-------------------------
Notary Public
My commission expires _________________.
County of residence: Hamilton
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
BE IT REMEMBERED, that on this 19th day of June, 2001, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly
commissioned and qualified, personally appeared Sarah H. Webb and Victoria Y.
Douyon, personally known to me to be the same persons whose names are subscribed
to the foregoing instrument, and personally known to me to be a Senior Vice
President and an Assistant Secretary, respectively, of LaSalle Bank National
Association, a national banking association, and acknowledged that they signed
and delivered said instrument as their free and voluntary act as such Senior
Vice President and Assistant Secretary, respectively, and as the free and
voluntary act of said LaSalle Bank National Association, for the uses and
purposes therein set forth; in pursuance of the power and authority granted to
them by the bylaws of said association.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year aforesaid.
(NOTARIAL SEAL)
-------------------------
Notary Public
My commission expires _________________.
County of residence: Cook
EXHIBIT A
FORM OF CERTIFICATE OF TRANSFER
PSI Energy, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
Attention: Treasurer
LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Corporate Trust Administration
Re: PSI Energy, Inc. First Mortgage Bonds, Series EEE, 6.65%, Due June 15, 2006
Reference is hereby made to the Fifty-Third Supplemental Indenture, dated
as of the fifteenth day of June 2001, by and between PSI Energy, Inc. (the
"Company") and LaSalle Bank National Association (the "Trustee"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Supplemental Indenture.
______________, (the "Transferor") owns and proposes to transfer the
Bond[s] or interest in such Bond[s] specified in Annex A hereto, in the
principal amount of $___________ in such Bond[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. |_| Check if Transferee will take delivery of a beneficial interest in
the 144A Global Bond or a Definitive Bond Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Bond is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Bond for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable Blue Sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Bond
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Rule 144A Global Bond and/or the Definitive Bond
and in the Indenture and the Securities Act.
2. |_| Check if Transferee will take delivery of a beneficial interest in
the Regulation S Temporary Global Bond, the Regulation S Permanent Global Bond
or a Definitive Bond pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed Transfer is being
made prior to the expiration of the Restricted Period, the Transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Bond will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Regulation S Permanent Global Bond,
the Regulation S Temporary Global Bond and/or the Definitive Bond and in the
Indenture and the Securities Act.
3. |_| Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Bond pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Bonds and Restricted Definitive Bonds and pursuant to and in
accordance with the Securities Act and any applicable Blue Sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):
(a) |_| such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;
or
(b) |_| such Transfer is being effected to the Company or a
subsidiary thereof;
or
(c) |_| such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act.
4. |_| Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Bond or an Unrestricted Definitive Bond.
(a) |_| Check if Transfer is pursuant to Rule 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable Blue
Sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Bond will no
longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global
Bonds, on Restricted Definitive Bonds and in the Indenture.
(b) |_| Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any
applicable Blue Sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or
Definitive Bond will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on
the Restricted Global Bonds, on Restricted Definitive Bonds and
in the Indenture.
5. |_| Check if Transfer is pursuant to another agreement with the Company.
An identification of the agreement and all other certificates, opinions and
other documents required by such agreement are attached hereto.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.
[Insert Name of Transferor]
By:
Name:
Title:
Dated:
ANNEX A TO CERTIFICATE OF TRANSFER
1. The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
(a) |_| a beneficial interest in the:
(i) |_| 144A Global Bond (CUSIP __________), or
(ii) |_| Regulation S Global Bond (CUSIP __________); or
(b) |_| a Restricted Definitive Bond.
2. After the Transfer the Transferee will hold:
[CHECK ONE]
(a) |_| a beneficial interest in the:
(i) |_| 144A Global Bond (CUSIP __________), or
(ii) |_| Regulation S Global Bond (CUSIP __________), or
(iii)|_| Unrestricted Global Bond without Transfer restrictions
(CUSIP __________); or
(b) |_| a Restricted Definitive Bond; or
(c) |_| an Unrestricted Definitive Bond,
in accordance with the terms of the Indenture.
EXHIBIT B
FORM OF CERTIFICATE OF EXCHANGE
PSI Energy, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
Attention: Treasurer
LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Corporate Trust Administration
Re: PSI Energy, Inc. First Mortgage Bonds, Series EEE, 6.65%, Due June 15, 2006
(CUSIP: )
Reference is hereby made to the Fifty-Third Supplemental Indenture,
dated as of the fifteenth day of June 2001, by and between PSI Energy, Inc. (the
"Company") and LaSalle Bank National Association (the "Trustee"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Supplemental Indenture.
____________________, (the "Owner") owns and proposes to exchange the
Bond[s] or interest in such Bond[s] specified herein, in the principal amount of
$_______________ in such Bond[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:
1. Exchange of Restricted Definitive Bonds or Beneficial Interests in a
Restricted Global Bond for Unrestricted Definitive Bonds or Beneficial
Interests in an Unrestricted Global Bond
(a) |_| Check if Exchange is from beneficial interest in a Restricted
Global Bond to beneficial interest in an Unrestricted Global
Bond. In connection with the Exchange of the Owner's beneficial
interest in a Restricted Global Bond for a beneficial interest in
an Unrestricted Global Bond in an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Bonds and pursuant to and
in accordance with the United States Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an
Unrestricted Global Bond is being acquired in compliance with any
applicable Blue Sky securities laws of any state of the United
States.
(b) |_| Check if Exchange is from beneficial interest in a Restricted
Global Bond to Unrestricted Definitive Bond. In connection with
the Exchange of the Owner's beneficial interest in a Restricted
Global Bond for an Unrestricted Definitive Bond, the Owner hereby
certifies (i) the Definitive Bond is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable
to the Restricted Global Bonds and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities
Act and (iv) the Definitive Bond is being acquired in compliance
with any applicable Blue Sky securities laws of any state of the
United States.
(c) |_| Check if Exchange is from Restricted Definitive Bond to
beneficial interest in an Unrestricted Global Bond. In connection
with the Owner's Exchange of a Restricted Definitive Bond for a
beneficial interest in an Unrestricted Global Bond, the Owner
hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Bonds and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable Blue Sky securities laws of any
state of the United States.
(d) |_| Check if Exchange is from Restricted Definitive Bond to
Unrestricted Definitive Bond. In connection with the Owner's
Exchange of a Restricted Definitive Bond for an Unrestricted
Definitive Bond, the Owner hereby certifies (i) the Unrestricted
Definitive Bond is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to
Restricted Definitive Bonds and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities
Act and (iv) the Unrestricted Definitive Bond is being acquired
in compliance with any applicable Blue Sky securities laws of any
state of the United States.
2. Exchange of Restricted Definitive Bonds or Beneficial Interests in
Restricted Global Bonds for Restricted Definitive Bonds or Beneficial
Interests in Restricted Global Bonds.
(a) |_| Check if Exchange is from beneficial interest in a Restricted
Global Bond to Restricted Definitive Bond. In connection with the
Exchange of the Owner's beneficial interest in a Restricted
Global Bond for a Restricted Definitive Bond with an equal
principal amount, the Owner hereby certifies that the Restricted
Definitive Bond is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted
Definitive Bond issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Bond and in the
Indenture and the Securities Act.
(b) |_| Check if Exchange is from Restricted Definitive Bond to
beneficial interest in a Restricted Global Bond. In connection
with the Exchange of the Owner's Restricted Definitive Bond for a
beneficial interest in the [CHECK ONE] |_| "144A Global Bond,"
|_| "Regulation S Global Bond," with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Bonds and
pursuant to and in accordance with the Securities Act, and in
compliance with any applicable Blue Sky securities laws of any
state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Bond and in the Indenture and the
Securities Act.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.
[Insert Name of Owner]
By:
Name:
Title:
1 This should be included only if the Bonds of Series EEE are being issued in
global form.
2 This should only be included on Regulation S Temporary Global Bonds.
