PSI ENERGY, INC.
AND
THE FIFTH THIRD BANK,
Trustee
Second Supplemental Indenture
Dated as of December 15, 1996
To
Indenture
Dated as of November 15, 1996
6.25% Notes Due 2005
SECOND SUPPLEMENTAL INDENTURE, dated as of December 15, 1996,
between PSI Energy, Inc., a corporation duly organized and
existing under the laws of the State of Indiana (herein called the
"Company"), having its principal office at 1000 East Main Street,
Plainfield, Indiana 46168, and The Fifth Third Bank, an Ohio
banking corporation, as Trustee (herein called the "Trustee")
under the Indenture dated as of November 15, 1996 between the
Company and the Trustee (the "Indenture").
Recitals of the Company
The Company has executed and delivered the Indenture to the
Trustee to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness
(the "Securities"), to be issued in one or more series as in the
Indenture provided.
Pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Securities
to be known as its 6.25% Notes Due 2005 (herein called the
"Notes"), in this Second Supplemental Indenture.
All things necessary to make this Second Supplemental
Indenture a valid agreement of the Company have been done.
Now, Therefore, This Second Supplemental Indenture
Witnesseth:
For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Notes, as
follows:
ARTICLE ONE
Terms of the Notes
Section 101. There is hereby authorized a series of
Securities designated the "6.25% Notes Due 2005", limited in
aggregate principal amount to $50,000,000 (except as provided in
Section 301(2) of the Indenture). Subject to the provisions in
Section 110 hereof, the Notes shall mature and the principal shall
be due and payable together with all accrued and unpaid interest
thereon on December 15, 2005 and initially shall be issued in
certificated form registered to the holder thereof.
Section 102. Upon the request of holders of not less than
66-2/3% in aggregate principal amount of the Notes, the Notes will
be represented by one or more Global Securities deposited with, or
on behalf of, The Depository Trust Company ("DTC"). The
provisions of Section 305 of the Indenture applicable to Global
Securities shall then apply to the Notes.
Section 103. Interest on each of the Notes shall be payable
semi-annually on December 15 and June 15 in each year (each an
"Interest Payment Date"), commencing on June 15, 1997, at the rate
per annum specified in the designation of the Notes from
December 15, 1996, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, until
December 15, 1998. The interest rate on the Notes will be reset
as provided in Section 106 hereof effective from December 15, 1998
until the principal amount of each Note is paid or made available
for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the
Person in whose name such Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the day (whether or
not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. The amount of interest payable for
any period will be computed on the basis of a 360-day year of
twelve 30-day months.
Section 104. Subject to agreements with or the rules of DTC
or any successor book-entry security system or similar system with
respect to Global Securities, payments of interest will be made by
wire transfer or by check mailed to the Holder of each Note at the
address shown in the Security Register, and payments of the
principal amount of each Note will be made at maturity by wire
transfer or by check against presentation of the Note at the
office or agency of the Trustee.
Section 105. The Notes shall be issued in denominations of
$100,000 or any integral multiple of $100,000.
Section 106. The interest rate on the Notes shall be reset,
effective from December 15, 1998, as provided in the Calculation
Agency Agreement, dated as of December 20, 1996, among the
Company, UBS Securities LLC, a limited liability company organized
under the laws of the State of New York and Union Bank of
Switzerland, London branch, which is incorporated herein by this
reference.
Section 107. Principal and interest on the Notes shall be
payable in the coin or currency of the United States of America,
which, at the time of payment, is legal tender for public and
private debts.
Section 108. The Notes shall be subject to defeasance, at
the Company's option, as provided for in Section 1302 of the
Indenture.
Section 109. The Notes will not be redeemable at the option
of the Company prior to maturity and will not be subject to any
sinking fund, (it being understood, however, that the Company, in
connection with the issuance of the Notes, has purchased from
Union Bank of Switzerland, London branch, a call option, dated
December 20, 1996, pursuant to which the Company, under terms as
stated therein, can repurchase the Notes).
Section 110. Each Holder shall have the right, at such
Holder's option, exercisable on December 15, 1998, to require the
Company to redeem, and upon the exercise of such right in the
manner set forth hereinafter, the Company shall redeem in whole,
but not in part, all of such Holder's Notes on December 15, 1998
(the "Redemption Date") at a redemption price in cash equal to
100% of the principal amount of such Note (the "Redemption
Price"), together with accrued and unpaid interest to the
Redemption Date.
To exercise a redemption right, a Holder of the Notes shall
deliver at least one day but not more than 15 days prior to the
Redemption Date (i) to the Company and to the Trustee irrevocable
written notice of the Holder's election to exercise such right
(the "Holder's Notice") which shall set forth the name of the
Holder and a statement that an election to exercise the redemption
right is being made thereby, and (ii) to the Trustee the Notes
with respect to which the redemption right is being exercised,
duly endorsed for transfer to the Company if required by the
Trustee or the Company. The Notes held by a securities depositary
may be delivered in such other manner as may be agreed to by such
securities depositary, the Company and the Trustee. Such written
notice shall be irrevocable. The Notes as to which the redemption
right has been so exercised shall, on the Redemption Date, become
due and payable at the Redemption Price, together with accrued and
unpaid interest to the Redemption Date.
On or before the Redemption Date, the Company shall deposit
with the Trustee an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be
an Interest Payment Date) accrued interest on, all the Notes which
are to be redeemed on that date.
If any Notes surrendered for redemption shall not be so paid
on the Redemption Date, such Note shall, until paid, continue to
bear interest from the Redemption Date at the same rate as the
rate borne by such Note. The Company shall pay to the Holder of
such Note the additional amounts of interest arising from this
paragraph at the same time that it pays the Redemption Price.
ARTICLE TWO
Form of the Notes
Section 201. The Notes are to be substantially in the
following form and all certificates evidencing Notes initially
issued hereunder shall bear legends as specified in this Section
201 to be applied to such Notes, and any such required legend, or
part thereof, shall not be removed unless the Company shall have
delivered to the Trustee written notice that the certificates
evidencing the Notes may be issued without such legend, or part
thereof, as the case may be If a legend has been removed from a
certificate evidencing a Note as provided above, no other
certificates evidencing any Note issued in exchange for all or any
part of such Note shall bear such legend, unless the Company has
reasonable cause to believe that such legend, or any part thereof,
is required by law to be applied to such other Note and instructs
the Trustee in writing to cause such legend, or part thereof, as
the case may be, to appear thereon.
(FORM OF FACE OF NOTE)
No. R-l $50,000,000
CUSIP No. 693627AC5
PSI ENERGY, INC.
6.25% NOTE DUE 2005
[Upon the issuance of any global security pursuant to Section 102
hereof, insert -- 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 OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES
LAWS, NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT UPON THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE TRUSTEE AND THE COMPANY, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT UPON THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUSTEE
AND THE COMPANY, SUBJECT IN EACH OF THE FOREGOING CASES, TO A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF
THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
THIS NOTE IS SUBJECT TO DEPARTMENT OF TREASURY REGULATIONS
SECTION 1.1275-4(b) (THE "CONTINGENT PAYMENT REGULATIONS") AND IS
THEREFORE ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE ISSUE PRICE OF
THE NOTE IS $50,701,500, AND THE ISSUE DATE OF THE NOTE IS
DECEMBER 20, 1996. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$27,668,500. THE YIELD TO MATURITY OF THE NOTE AND THE COMPARABLE
YIELD PURSUANT TO THE CONTINGENT PAYMENT REGULATIONS ARE 6.096%.
THE PROJECTED PAYMENT SCHEDULE PROVIDES FOR A NON-CONTINGENT
PAYMENT OF $1,562,500 PER INTEREST ACCRUAL PERIOD PRIOR TO THE
INTEREST RESET DATE AND A NON-CONTINGENT PAYMENT OF $1,580,000 AND
A CONTINGENT PAYMENT OF $0 PER INTEREST ACCRUAL PERIOD THEREAFTER.
PSI ENERGY, INC., a corporation duly organized and existing
under the laws of the State of Indiana (herein called the
"Company", which term includes any successor Person under the
Indenture hereafter referred to), for value received, hereby
promises to pay to ___________________________________, or
registered assigns, the principal sum of Fifty Million and No/100
Dollars ($50,000,000) on December 15, 2005, and to pay interest
thereon from December 15, 1996 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on December 15 and June 15 in each year, commencing
June 15, 1997, at the rate of 6.25% per annum, until December 15,
1998. The interest rate on the Notes will be reset as provided in
the Indenture, effective from December 15, 1998 until the
principal hereof is paid or made available for payment. The
amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the day
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the City of Cincinnati,
in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company
payment of interest may be made by wire transfer or by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Any payment on this Security due on any day which is not a
Business Day in the City of New York need not be made on such day,
but may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
In Witness Whereof, the Company has caused this instrument to
be duly executed.
PSI ENERGY INC.
By
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE FIFTH THIRD BANK,
as Trustee
By
Authorized Signatory
(FORM OF REVERSE OF NOTE)
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of
November 15, 1996 as supplemented by the second supplement to the
Indenture dated December 15, 1996 (herein called the "Indenture",
which term shall have the meaning assigned to it in such
instrument, as supplemented), between the Company and The Fifth
Third Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal
amount to $50,000,000.
The Securities will not be redeemable at the option of the Company
prior to maturity and will not be subject to any sinking fund, (it
being understood, however, that the Company, in connection with
the issuance of the Notes, has purchased from Union Bank of
Switzerland, London branch, a call option, dated December 20,
1996, pursuant to which the Company, under terms as stated
therein, can repurchase the Notes).
The Holder of this Security shall have the right, at such Holder's
option, exercisable on December 15, 1998, to require the Company
to redeem, and upon the exercise of such right in the manner set
forth hereinafter, the Company shall redeem in whole, but not in
part, the principal amount of this Security on December 15, 1998
(the "Redemption Date") at a redemption price in cash equal to
100% of the principal amount of this Security (the "Redemption
Price"), together with accrued and unpaid interest to the
Redemption Date. To exercise this redemption right, the Holder
hereof shall deliver at least one day but not more than 15 days
prior to the Redemption Date (i) to the Company and to the Trustee
irrevocable written notice of the Holder's election to exercise
such right (the "Holder's Notice") which shall set forth the name
of the Holder and a statement that an election to exercise the
redemption right is being made thereby and (ii) to the Trustee
this Security duly endorsed for transfer to the Company if
required by the Trustee or the Company. Securities held by a
securities depositary may be delivered in such other manner as may
be agreed to by such securities depositary, the Company and the
Trustee. Such written notice shall be irrevocable. If this
Security is so surrendered for redemption it shall, on the
Redemption Date, become due and payable at the Redemption Price,
together with accrued and unpaid interest to the Redemption Date.
The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Security upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of
the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 35% in principal amount
of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings
in respect of such Event of Default as Trustee and offered the
Trustee reasonably satisfactory indemnity, and the Trustee shall
not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the
times, place and rate and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $100,000 and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ARTICLE THREE
Original Issue of Notes
Section 301. Notes in the aggregate principal amount of
$50,000,000, may, upon execution of this Second Supplemental
Indenture, or from time to time thereafter, be executed by the
Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Notes upon a
Company Order without any further action by the Company.
ARTICLE FOUR
Paying Agent and Security Registrar
Section 401. The Fifth Third Bank will be the Paying Agent
and Security Registrar for the Notes.
ARTICLE FIVE
Sundry Provisions
Section 501. Except as otherwise expressly provided in this
Second Supplemental Indenture or in the form of Note or otherwise
clearly required by the context hereof or thereof, all terms used
herein or in said form of Note that are defined in the Indenture
shall have the several meanings respectively assigned to them
thereby.
Section 502. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed,
and this Second Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein
provided.
This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
In Witness Whereof, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, all as of the
day and year first above written.
PSI ENERGY, INC.
By /s/ William L. Sheafer
William L. Sheafer
Treasurer
THE FIFTH THIRD BANK, as
Trustee
By /s/ Kerry R. Byrne
Kerry R. Byrne
Vice President
SUPPIN4.PSI