FIFTY-SECOND 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 NATIONAL BANK
AS TRUSTEE
(SUCCESSOR TO THE FIRST NATIONAL BANK OF CHICAGO)
----------------
DATED AS OF APRIL 30, 1999
----------------
CREATING FIRST MORTGAGE BONDS, SERIES BBB, 8%, DUE JULY 15, 2009,
FIRST MORTGAGE BONDS, SERIES CCC, 8.85%, DUE JANUARY 15, 2022, AND
FIRST MORTGAGE BONDS, SERIES DDD, 8.31%, DUE SEPTEMBER 1, 2032
AND
OTHERWISE SUPPLEMENTING AND AMENDING THE INDENTURE
TABLE OF CONTENTS
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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 Second Supplemental Indenture to the original
Indenture 1
Company substituted for Initial Mortgagor under Indenture 1
Execution by Company of Third through the Fifty-First Supplemental
Indentures to the original Indenture 2
LaSalle National Bank, 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-Second Supplemental Indenture and Bonds of Series BBB, CCC,
and DDD authorized 3
Conditions precedent performed 3
EXECUTING CLAUSE 4
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Page
ARTICLE I.
FIRST MORTGAGE BONDS, SERIES BBB, 8%, DUE JULY 15, 2009,
FIRST MORTGAGE BONDS, SERIES CCC, 8.85%, DUE JANUARY 15, 2022, AND
FIRST MORTGAGE BONDS, SERIES DDD, 8.31%, DUE SEPTEMBER 1, 2032.
Section 1..Creation and designation of Bonds of Series BBB, CCC and DDD 4
Section 2..Bonds of Series BBB, CCC, and DDD to be in registered form only 4
Form of face of Bonds of Series BBB 9
Form of reverse of Bonds of Series BBB and Trustee's
certificate 11
Form of face of Bonds of Series CCC 15
Form of reverse of Bonds of Series CCC and Trustee's
certificate 17
Form of face of Bonds of Series DDD 21
Form of reverse of Bonds of Series DDD and Trustee's
certificate 23
Section 3..Date of Bonds of Series BBB, CCC, and DDD 27
Section 4..Maturity dates and interest rates of Bonds of Series BBB, CCC,
and DDD 27
Section 5..Place and manner of payment of Bonds of Series BBB, CCC,
and DDD 27
Section 6..Denominations and numbering of definitive Bonds of Series BBB,
CCC and DDD 27
Temporary Bonds of Series BBB, CCC, and DDD and exchange
thereof for definitive bonds 27
ARTICLE II.
ISSUANCE OF BONDS OF SERIES BBB, CCC, AND DDD.
Section 1..Aggregate principal amount of Bonds of Series BBB, Bonds
of Series CCC, and Bonds of Series DDD issuable at once 28
Section 2..Issuance of additional Bonds of Series BBB, CCC, and DDD 28
ARTICLE III.
INDENTURE AMENDMENTS.
Section 1..Amendments to Article I of the original Indenture 28
Section 2..Amendments to Article VII of the original Indenture 29
Section 3..Amendments to Article IX of the original Indenture 31
Section 4..Amendments to Section 22 of Article V of the original Indenture 31
Section 5..Company's right to further amend the original Indenture 31
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Page
ARTICLE IV.
CONCERNING THE TRUSTEE.
Acceptance of trust by Trustee 32
Trustee not responsible for validity or sufficiency of Fifty-Second
Supplemental Indenture, etc. 32
Terms and conditions of Article XVII of the original Indenture to be applied
to the Fifty-Second Supplemental Indenture 32
ARTICLE V.
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-Two
Supplemental Indentures thereto 33
Section 2..Operation and construction of amendments to the original
Indenture 33
Section 3..All covenants, etc., for sole benefit of parties to the Fifty-Second
Supplemental Indenture and holders of bonds 33
Section 4..Table of contents and headings of articles not part of Fifty-Second
Supplemental Indenture 33
Section 5..Execution of Fifty-Second Supplemental Indenture in
counterparts 33
Section 6..Payments Due on Legal Holidays 33
ATTESTATION CLAUSE 34
SIGNATURES 34
ACKNOWLEDGMENT BY COMPANY 35
ACKNOWLEDGMENT BY TRUSTEE 36
- iii -
FIFTY-SECOND SUPPLEMENTAL INDENTURE dated as of the thirtieth day of
April, 1999, 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 NATIONAL
BANK, 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 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, and a Fifty-First
Supplemental Indenture dated as of February 1, 1994, each supplementing and
amending the Indenture; and
WHEREAS, the Thirty-Fifth Supplemental Indenture authorized and
appointed LaSalle National Bank, a national banking association duly organized
and existing under the law of the United States of America with its principal
office in Chicago, Illinois, 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 National Bank; 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 April 30, 1999, the only bonds that have been heretofore
issued under the Indenture which are now outstanding are $10,000,000 aggregate
principal amount of "Public Service Company of Indiana, Inc. First Mortgage
Bonds, Series TT, 7 3/8%, Due March 15, 2012" and $14,250,000 aggregate
principal amount of "Public Service Company of Indiana, Inc. First Mortgage
Bonds, Series UU, 7 1/2%, Due March 15, 2015" and $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 $29,945,000 aggregate
principal amount of "PSI Energy, Inc. First Mortgage Bonds, Series YY, 5.60%,
Due February 15, 2023" 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
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-Second Supplemental Indenture, substantially
in the form of this Fifty-Second Supplemental Indenture, for the purpose of
creating a forty-seventh, a forty-eighth and a forty-ninth series of bonds to be
issued under the Indenture, to be known as, respectively, "PSI Energy, Inc.
First Mortgage Bonds, Series BBB, 8%, Due July 15, 2009" (such bonds being
hereinafter referred to as "Bonds of Series BBB"), "PSI Energy, Inc. First
Mortgage Bonds, Series CCC, 8.85%, Due January 15, 2022" (such bonds being
hereinafter referred to as "Bonds of Series CCC") and "PSI Energy, Inc. First
Mortgage Bonds, Series DDD, 8.31%, Due September 1, 2032" (such bonds being
hereinafter referred to as "Bonds of Series DDD") (the Bonds of Series BBB, the
Bonds of Series CCC, and the Bonds of Series DDD, when referred to collectively
in this Fift Second Supplemental Indenture, shall be hereinafter referred to as
"Bonds of Series BBB, CCC, and DDD"), and prescribing the form and substance of
the Bonds of Series BBB, CCC, and DDD 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 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-Second 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 BBB, CCC, and DDD 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-Second Supplemental Indenture for the uses and purposes hereinafter
expressed, that is to say:
ARTICLE I.
FIRST MORTGAGE BONDS, SERIES BBB, 8%, DUE JULY 15, 2009,
FIRST MORTGAGE BONDS, SERIES CCC, 8.85%, DUE JANUARY 1, 2022, AND
FIRST MORTGAGE BONDS, SERIES DDD, 8.31%, DUE SEPTEMBER 1, 2032
Section 1. There are hereby created a forty-seventh, a forty-eighth and
a forty-ninth series of bonds to be issued under and secured by the Indenture,
to be designated as "PSI Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due
July 15, 2009", "PSI Energy, Inc. First Mortgage Bonds, Series CCC, 8.85%, Due
January 15, 2022" and "PSI Energy, Inc. First Mortgage Bonds, Series DDD, 8.31%,
Due September 1, 2032", respectively, being the Bonds of Series BBB, the Bonds
of Series CCC, and the Bonds of Series DDD, or collectively, the Bonds of Series
BBB, CCC, and DDD, hereinbefore referred to.
Section 2. The following provisions shall apply to the Bonds of Series
BBB, CCC, and DDD.
(a) The Bonds of Series BBB, CCC, and DDD shall be issued in
fully registered form only. However, except as provided elsewhere in
this Section, the registered owner of all of the Bonds of Series BBB,
CCC, and DDD initially shall be The Depository Trust Company ("DTC") or
its nominee, and such Bonds of Series BBB, CCC, and DDD initially shall
be registered in the name of DTC or its nominee. Payment of the
principal of or interest on Bonds of Series BBB, CCC, and DDD
registered in the name of DTC or its nominee shall be made in the
manner and at the address(es) specified in the Letter of
Representations, dated April 30, 1999, from the Company and the Trustee
to DTC. DTC (and any successor securities depository) and its (or
their) participating institutions (collectively "Participants") shall
maintain a book-entry registration and transfer system with respect to
ownership of beneficial interests in the Bonds of Series BBB, CCC, and
DDD (the "Book-Entry System").
(b) The Bonds of Series BBB, CCC, and DDD, initially shall be
issued in the form of a separate, single, authenticated, fully
registered bond for each such series (each a "Global Debt Security")
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
and be denominated in an amount equal to 100% of the aggregate
principal amount of the Bonds of Series BBB, CCC, or DDD (as
applicable) issued under this Supplemental Indenture, (iii) shall be
executed by the Company and authenticated by the Trustee in accordance
with the provisions of the Indenture, (iv) shall be registered in the
name of DTC or its nominee, and delivered to DTC or its nominee or a
custodian therefor, and (v) shall contain the following legend on the
face thereof:
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.
Unless and until it is exchanged in whole or in part for Bonds of
Series BBB, CCC, or DDD (as applicable) in definitive certificated form, a
Global Debt Security representing the Bonds of a particular Series may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor
securities depository or a nominee of any such successor securities depository.
(c) The Trustee and the Company may treat Cede & Co. or its
nominee, or any successor securities depository or nominee thereof
(collectively, the "Depository") as the sole and exclusive owner of the
Bonds of Series BBB, CCC, and DDD, registered in its name for the
purposes of payment of the principal or redemption price of or interest
on the Bonds of Series BBB, CCC, or DDD (as applicable), giving any
notice permitted or required to be given to holders of the Bonds of
Series BBB, CCC, or DDD (as applicable), under the Indenture or this
Supplemental Indenture, registering the transfer of the Bonds of Series
BBB, CCC, and DDD, obtaining any consent or other action to be taken by
holders of the Bonds of Series BBB, CCC, or DDD (as applicable), 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 BBB,
CCC, or DDD (as applicable) under or through the Depository or any
Participant, or any other person which is not shown on the registration
books as being a holder of the Bonds of Series BBB, CCC, or DDD (as
applicable) with respect to (i) the accuracy of any records maintained
by the Depository or any Participant; (ii) the payment by the
Depository to any Participant of any amount in respect of the principal
or redemption price of or interest on the Bonds of Series BBB, CCC, or
DDD (as applicable); (iii) the payment by any Participant to any owner
of a beneficial ownership interest in the Bonds of Series BBB, CCC, or
DDD (as applicable), in respect of the principal of or interest on the
Bonds of Series BBB, CCC, or DDD (as applicable) or (iv) any consent or
other action taken by the Depository as owner of the Bonds of Series
BBB, CCC, or DDD (as applicable). The Trustee shall pay all principal
of and interest on the Bonds of Series BBB, CCC, or DDD (as
applicable), only to or upon the order of the registered holder or
holders of the Bonds of Series BBB, CCC, or DDD (as applicable), 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 BBB, CCC, or DDD (as applicable), to the extent of
the sum or sums so paid. No person other than a holder of the Bonds of
Series BBB, CCC, or DDD (as applicable), as shown on the registration
books of DTC, shall receive an authenticated Bond evidencing the
obligation of the Company to make payment of the principal of and
interest on the Bonds of Series BBB, CCC, and DDD, pursuant to the
Indenture and this Supplemental Indenture. Upon delivery by DTC to the
Trustee of written notice to the effect that DTC 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 DTC.
(d) In the event that after the occurrence of an event of default
that has not been cured or waived, holders of a majority in aggregate
principal amount of the beneficial interests in the Bonds of Series
BBB, the Bonds of Series CCC, or the Bonds of Series DDD (as
applicable), as reflected in the books and records of the Depository,
notify the Trustee, through the Depository or any Participant, that the
continuation of the Book-Entry System is no longer in the best
interests of such holders of beneficial interests in the Bonds of such
Series, then the Trustee shall notify the Depository and the Company,
and the Depository will notify the Participants of the availability
through the Depository of definitive certificated Bonds of such Series.
In such event, the Company shall execute, and the Trustee, upon receipt
of a written order of the Company, signed by its President or a Vice
President and by its Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary (an "Issue Order"), for the authentication and
delivery of definitive certificated Bonds of Series BBB, Bonds of
Series CCC, and Bonds Series DDD (as applicable), will authenticate and
deliver Bonds of such Series in definitive certificated form, in any
authorized denominations, all pursuant to the provisions of the
Indenture, to the person or persons specified to the Trustee in writing
by the Depository in the aggregate principal amount of the applicable
Global Debt Security or Securities and in exchange for such Global Debt
Security or Securities.
(e) If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Bonds of Series
BBB, the Bonds of Series CCC, or the Bonds of Series DDD, or if at any
time the Depository shall no longer be registered as a clearing agency
in good standing under the Securities Exchange Act of 1934, as amended,
or other applicable statute or regulation, the Company may appoint a
successor Depository with respect to the Bonds of such Series. If a
successor Depository for the Bonds of such Series is not appointed by
the Company within 90 days after the Company receives such notice or
becomes aware of such condition, the Company will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive certificated Bonds of Series BBB, Bonds of
Series CCC, and Bonds of Series DDD (as applicable), will authenticate
and deliver Bonds of such Series in definitive certificated form, in
any authorized denominations, all pursuant to the provisions of the
Indenture, to the person or persons specified to the Trustee in writing
by the Depository in the aggregate principal amount of the applicable
Global Debt Security or Securities and in exchange for such Global Debt
Security or Securities.
(f) The Company may at any time and in its sole discretion
determine that the Bonds of Series BBB, the Bonds of Series CCC, or the
Bonds of Series DDD shall no longer be represented by a Global Debt
Security. In such event the Company will execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of
definitive certificated Bonds of such Series, will authenticate and
deliver Bonds of Series BBB, Bonds of Series CCC, and Bonds of Series
DDD (as applicable) in definitive certificated form, in any authorized
denominations, all pursuant to the provisions of the Indenture, to the
person or persons specified to the Trustee in writing by the Depository
in the aggregate principal amount of the applicable Global Debt
Security and in exchange for such Global Debt Security or Securities.
(g) Upon the exchange of a Global Debt Security for the Bonds of
Series BBB, the Bonds of Series CCC, or the Bonds of Series DDD in
definitive certificated form, in authorized denominations, the
applicable Global Debt Security or Securities shall be cancelled by
the Trustee.
(h) Whenever the Depository requests the Company and the Trustee
to do so, the Trustee and the Company will cooperate with the
Depository in taking appropriate action after reasonable notice to (i)
make available one or more separate Global Debt Securities evidencing
the Bonds of Series BBB, the Bonds of Series CCC, or the Bonds of
Series DDD to any Participant having Bonds of such Series credited to
its account at the Depository, or (ii) arrange for another Depository
to maintain custody of the Global Debt Security or Securities
evidencing the Bonds of Series BBB, the Bonds of Series CCC, or the
Bonds of Series DDD.
(i) In connection with any notice or other communication to be
provided to holders of the Bonds of Series BBB, the Bonds of Series
CCC, or the Bonds of Series DDD 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 such
Series, the Company or the Trustee, as the case may be, shall establish
a record date for such consent or other action and give the Depository
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 Depository
shall be given only so long as a Depository or its nominee is the sole
holder of the Bonds of Series BBB, the Bonds of Series CCC, or the
Bonds of Series DDD (as applicable).
The Bonds of Series BBB, CCC, and DDD and the Trustee's certificate of
each such series to be endorsed thereon shall be substantially in the following
forms, respectively:
- 1 -
(FORM OF FACE OF SERIES BBB BOND)
No. BBB- $............
PSI ENERGY, INC.
FIRST MORTGAGE BOND, SERIES BBB, 8%,
DUE JULY 15, 2009
[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered holder hereof, Cede & Co., has an
interest herein.]1
PSI Energy, Inc., an Indiana corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of _____________________________ Dollars
($ ) on the fifteenth day of July, 2009 and to pay interest on said sum from the
date hereof, until said principal sum is paid, at the rate of 8% per annum,
payable semi-annually on the fifteenth day of January and July 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.
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1 This should be included only if the Series BBB Bonds are being issued in
global form.
- 2 -
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
- 3 -
(FORM OF REVERSE OF SERIES BBB 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 National Bank 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 BBB, 8%, Due July 15, 2009" (hereinafter referred to as
"Bonds of Series BBB") of the Company issued under and secured by the Indenture
and created by a Fifty-Second Supplemental Indenture, dated as of April 30,
1999, which also amends the Indenture.
The rights and obligations of the Company and of the bearers and
registered owners of bonds may be modified or amended with the consent of the
Company 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 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 bearer or registered
owner of any bond being conclusive and binding upon such bearer or registered
owner and upon all future bearers or 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 BBB 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 BBB 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 BBB.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption
of any Bonds of Series BBB, the excess, if any, of (i) the sum, as determined by
a Quotation Agent (as defined herein), of the present values of the principal
amount of such Bonds of Series BBB, together with scheduled payments of interest
from the redemption date to the stated maturity of the Bonds of Series BBB, 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 BBB 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 0.15% (15 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 BBB
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 BBB.
"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 BBB to be redeemed. If less than all the Bonds of Series BBB 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 BBB of such series 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
BBB 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 BBB are issuable only in registered form without
coupons. This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal office or place of business of
LaSalle National Bank, 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 BBB 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 BBB 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 National Bank, 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.
- 4 -
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 the Series BBB designated therein
referred to and described in the within mentioned Indenture and Fifty-Second
Supplemental Indenture.
LASALLE NATIONAL BANK,
AS TRUSTEE,
By.............................................
Authorized Officer
- 5 -
(FORM OF FACE OF SERIES CCC BOND)
No. CCC- $............
PSI ENERGY, INC.
FIRST MORTGAGE BOND, SERIES CCC, 8.85%,
DUE JANUARY 15, 2022
[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered holder hereof, Cede & Co., has an
interest herein.]1
PSI Energy, Inc., an Indiana corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of _____________________________ Dollars
($ ) on the fifteenth day of January, 2022 and to pay interest on said sum from
the date hereof, until said principal sum is paid, at the rate of 8.85% per
annum, payable semi-annually on the fifteenth day of January and July 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.
- --------
1 This should be included only if the Series CCC Bonds are being issued in
global form.
- 6 -
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
- 7 -
(FORM OF REVERSE OF SERIES CCC 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 National Bank 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 CCC, 8.85%, Due January 15, 2022" (hereinafter referred
to as "Bonds of Series CCC") of the Company issued under and secured by the
Indenture and created by a Fifty-Second Supplemental Indenture, dated as of
April 30, 1999, which also amends the Indenture.
The rights and obligations of the Company and of the bearers and
registered owners of bonds may be modified or amended with the consent of the
Company 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 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 bearer or registered
owner of any bond being conclusive and binding upon such bearer or registered
owner and upon all future bearers or 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 CCC 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 CCC 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 CCC.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption
of any Bonds of Series CCC, the excess, if any, of (i) the sum, as determined by
a Quotation Agent (as defined herein), of the present values of the principal
amount of such Bonds of Series CCC, together with scheduled payments of interest
from the redemption date to the stated maturity of the Bonds of Series CCC, 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 CCC 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 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 CCC
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 CCC.
"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 CCC to be redeemed. If less than all the Bonds of Series CCC 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 CCC of such series 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
CCC 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 CCC are issuable only in registered form without
coupons. This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal office or place of business of
LaSalle National Bank, 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 CCC 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 CCC 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 National Bank, 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.
- 8 -
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 the Series CCC designated therein
referred to and described in the within mentioned Indenture and Fifty-Second
Supplemental Indenture.
LASALLE NATIONAL BANK,
AS TRUSTEE,
By.............................................
Authorized Officer
- 9 -
(FORM OF FACE OF SERIES DDD BOND)
No. DDD- $............
PSI ENERGY, INC.
FIRST MORTGAGE BOND, SERIES DDD, 8.31%,
DUE SEPTEMBER 1, 2032
[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered holder hereof, Cede & Co., has an
interest herein.]1
PSI Energy, Inc., an Indiana corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of _____________________________ Dollars
($ ) on the first day of September, 2032 and to pay interest on said sum from
the date hereof, until said principal sum is paid, at the rate of 8.31% per
annum, payable semi-annually on the first day of March and September 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.
- --------
1 This should be included only if the Series DDD Bonds are being issued in
global form.
- 10 -
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
- 11 -
(FORM OF REVERSE OF SERIES DDD 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 National Bank 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 DDD, 8.31%, Due September 1, 2032" (hereinafter referred
to as "Bonds of Series DDD") of the Company issued under and secured by the
Indenture and created by a Fifty-Second Supplemental Indenture, dated as of
April 30, 1999, which also amends the Indenture.
The rights and obligations of the Company and of the bearers and
registered owners of bonds may be modified or amended with the consent of the
Company 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 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 bearer or registered
owner of any bond being conclusive and binding upon such bearer or registered
owner and upon all future bearers or 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 DDD 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 DDD 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 DDD.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption
of any Bonds of Series DDD, the excess, if any, of (i) the sum, as determined by
a Quotation Agent (as defined herein), of the present values of the principal
amount of such Bonds of Series DDD, together with scheduled payments of interest
from the redemption date to the stated maturity of the Bonds of Series DDD, 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 DDD 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 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 DDD
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 DDD.
"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 DDD to be redeemed. If less than all the Bonds of Series DDD 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 DDD of such series 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
DDD 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 DDD are issuable only in registered form without
coupons. This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal office or place of business of
LaSalle National Bank, 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 DDD 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 DDD 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 National Bank, 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.
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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 the Series DDD designated therein
referred to and described in the within mentioned Indenture and Fifty-Second
Supplemental Indenture.
LASALLE NATIONAL BANK,
AS TRUSTEE,
By.............................................
Authorized Officer
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Section 3. Each Bond of Series BBB, CCC, and DDD issued prior to the first
interest payment date shall be dated as of April 30, 1999, and otherwise shall
be dated as provided in Section 1 of Article II of the Indenture.
Section 4. All Bonds of Series BBB shall be due and payable on July 15,
2009, and shall bear interest from the date thereof at the rate of 8% per annum,
payable semi-annually on the fifteenth day of January and July in each year,
commencing July 15, 1999. All Bonds of Series CCC shall be due and payable on
January 15, 2022, and shall bear interest from the date thereof at the rate of
8.85% per annum, payable semi-annually on the fifteenth day of January and July
in each year, commencing July 15, 1999. All Bonds of Series DDD shall be due and
payable on September 1, 2032, and shall bear interest from the date thereof at
the rate of 8.31% per annum, payable semi-annually on the first day of March and
September in each year, commencing September 1, 1999.
Section 5. Subject to agreements with or the rules of the Depository or
any successor book-entry security system or similar system with respect to
Global Securities, both the principal of and the interest on the Bonds of Series
BBB, CCC, and DDD 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 BBB, CCC, and DDD 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 6. Definitive Bonds of Series BBB, CCC, and DDD shall be issuable
in any denomination which is a multiple of $1,000 numbered consecutively from
"BBB-1", "CCC-1", and "DDD-1", respectively, upward.
All Bonds of Series BBB, CCC, and DDD 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 BBB, CCC, and DDD 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 BBB, CCC, and DDD may be issued in temporary form,
and if temporary bonds be issued, the Company shall, with all reasonable
dispatch, at its own expense and without charge to the holders of the temporary
bonds, prepare and execute definitive Bonds of Series BBB, CCC, and DDD 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 BBB, CCC, and DDD shall be necessary in order for the
holders entitled to interest thereon to receive such interest.
ARTICLE II.
ISSUANCE OF BONDS OF SERIES BBB, CCC, AND DDD.
Section 1. An initial issue of Bonds of Series BBB in the aggregate
principal amount not exceeding one hundred twenty-four million six hundred
sixty-five thousand dollars ($124,665,000), an initial issue of Bonds of Series
CCC in the aggregate principal amount not exceeding sixty million fifty-five
thousand dollars ($60,055,000), and an initial issue of Bonds of Series DDD in
the aggregate principal amount not exceeding thirty-eight million dollars
($38,000,000), 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-Second Supplemental
Indenture), upon receipt by the Trustee of the resolutions, certificates,
orders, opinions and other instruments required by the provisions of Section 2
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
2.
Section 2. Subject to the limitations provided in Section 24 of Article V
of the Indenture, additional Bonds of Series BBB, CCC, and DDD may be issued by
the Company under the provisions of Sections 2, 3 or 4 of Article IV of the
Indenture.
ARTICLE III.
INDENTURE AMENDMENTS.
Section 1. Article I of the Indenture, as heretofore amended, is hereby
further amended (i) by adding immediately after subdivision "(91)" thereof an
additional subdivision numbered "(92)" and reading as follows:
"(92) The term 'Fifty-Second Supplemental Indenture' shall mean the
Fifty-Second Supplemental Indenture executed by the Company and the
Trustee, dated as of April 30, 1999, supplementing and amending the
Indenture, and the terms 'Bonds of Series BBB' shall mean the 'PSI
Energy, Inc. First Mortgage Bonds, Series BBB, 8%, Due July 15, 2009,',
'Bonds of Series CCC' shall mean the 'PSI Energy, Inc. First Mortgage
Bonds, Series CCC, 8.85%, Due January 15, 2022,', and 'Bonds of Series
BBB' shall mean the 'PSI Energy, Inc. First Mortgage Bonds, Series DDD,
8.31%, Due September 1, 2032,', created by the Fifty-Second
Supplemental Indenture."
and (ii) by changing the numbering of the present subdivision "(92)"
thereof to "(93)".
Section 2. Article VII of the Indenture, as heretofore amended, is hereby
further amended by inserting therein immediately after Section 36 thereof, a new
section designated "Section 37" and reading as follows:
"Section 37. Each of the Bonds of Series BBB, the Bonds of
Series CCC, and the Bonds of Series DDD 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 BBB, Bonds of Series CCC, or Bonds of
Series DDD, the excess, if any, of (i) the sum, as determined by a
Quotation Agent (as defined herein), of the present values 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, 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 BBB, the Bonds of
Series CCC, or the Bonds of Series DDD (as applicable) 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 0.15% (15 basis points) for the Bonds of Series
BBB and plus 0.25% (25 basis points) for the Bonds of Series CCC and
Bonds of Series DDD.
'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 BBB, CCC, and DDD 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
BBB, CCC, and DDD.
'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 BBB, CCC, and DDD to be redeemed. If less
than all the Bonds of Series BBB, the Bonds of Series CCC, or the
Bonds of Series DDD (as applicable) 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 BBB, the Bonds of
Series CCC, or the Bonds of Series DDD (as applicable) 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 BBB, CCC, and DDD 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 37, 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.."
Section 3. Article IX of the Indenture, "Maintenance and Renewal Fund and
Sinking Fund Provisions" as heretofore and hereby amended or supplemented shall
not apply to the Bonds of Series BBB, CCC, and DDD or to any subsequently
created series of bonds from and after the date on which no series of bonds
created under the Indenture prior to the Bonds of Series BBB, CCC, and DDD are
outstanding.
Section 4. Section 22 of Article V of the Indenture as heretofore and
hereby 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, CCC, and DDD or to any subsequently created
series of bonds, from and after the date in which no series of bonds created
under the Indenture prior to the Bonds of Series BBB, CCC, and DDD are
outstanding.
Section 5. The Company reserves the right, without consent or other action
by the holders of the Bonds of Series BBB, CCC, and DDD or of any subsequently
created series of bonds, to amend the Indenture, as heretofore and hereby
amended or supplemented, at any time after all bonds of any series created prior
to the Bonds of Series BBB, CCC, and DDD 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 IV.
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-Second
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-Second 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-Second
Supplemental Indenture.
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ARTICLE V.
MISCELLANEOUS PROVISIONS.
Section 1. Wherever in the original Indenture or in any of the fifty-two
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-two 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-Second 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-Second 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-Second 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 BBB, CCC, and DDD 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.
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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 National Bank has caused this instrument to be executed in its corporate
name by one of its First 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 ________________________
William L. Sheafer
Vice President and Treasurer
ATTEST:
- ----------------------
John E. Polley, Assistant Secretary
Signed and delivered by PSI Energy, Inc.
in the presence of:
- ---------------------------
Witness
---------------------------
Witness
LASALLE NATIONAL BANK
(CORPORATE SEAL) By ________________________
Sarah H. Webb
First Vice President
ATTEST:
- ----------------------
Russell C. Bergman, Assistant Secretary
Signed and delivered by LaSalle National Bank in the presence of:
- ---------------------------
Witness
- ---------------------------
Witness
- 16 -
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
BE IT REMEMBERED, that on this ___ day of April, 1999, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly
commissioned and qualified, personally appeared William L. Sheafer and John E.
Polley, 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 an Assistant 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 Assistant 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
- 17 -
STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )
BE IT REMEMBERED, that on this ____ day of April, 1999, 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 Russell C.
Bergman, 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 First
Vice President and an Assistant Secretary, respectively, of LaSalle National
Bank, a national banking association, and acknowledged that they signed and
delivered said instrument as their free and voluntary act as such First Vice
President and Assistant Secretary, respectively, and as the free and voluntary
act of said LaSalle National Bank, 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
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