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PSI ENERGY, INC.
AND
THE FIFTH THIRD BANK,
Trustee
________________
First Supplemental Indenture
Dated as of November 15, 1996
To
Indenture
Dated as of November 15, 1996
________________
6.35% Debentures Due 2006
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FIRST SUPPLEMENTAL INDENTURE, dated as of November
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 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxx 00000, 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 6.35%
Debentures Due 2006 (herein called the "Debentures"),
in this First Supplemental Indenture.
All things necessary to make this First
Supplemental Indenture a valid agreement of the Company
have been done.
Now, Therefore, This First Supplemental Indenture
Witnesseth:
For and in consideration of the premises and the
purchase of the Debentures by the Holders thereof, it
is mutually agreed, for the equal and proportionate
benefit of all Holders of the Debentures, as follows:
ARTICLE ONE
Terms of the Debentures
Section 101. There is hereby authorized a series
of Securities designated the "6.35% Debentures Due
2006", limited in aggregate principal amount to
$100,000,000 (except as provided in Section 301(2) of
the Indenture). The Debentures shall mature and the
principal shall be due and payable together with all
accrued and unpaid interest thereon on November 15,
2006 and shall be issued in the form of a registered
Global Security without coupons, registered in the name
of Cede & Co.
Section 102. The provisions of Section 305 of the
Indenture applicable to Global Securities shall apply
to the Debentures.
Section 103. Interest on each of the Debentures
shall be payable semiannually on May 15 and November 15
in each year (each an "Interest Payment Date"),
commencing on May 15, 1997, at the rate per annum
specified in the designation of the Debentures from
November 15, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly
provided for. 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 Debenture
(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 May 1 or November 1
(whether or not a Business Day), as the case may be,
next 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 The Depository Trust Company or any successor
book-entry security system or similar system with
respect to Global Securities, payments of interest will
be made by check mailed to the Holder of each Debenture
at the address shown in the Security Register, and
payments of the principal amount of each Debenture will
be made at maturity by check against presentation of
the Debenture at the office or agency of the Trustee.
Section 105. The Debentures shall be issued in
denominations of $1,000 or any integral multiple of
$1,000.
Section 106. Principal and interest on the
Debentures 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 107. The Debentures shall be subject to
defeasance, at the Company's option, as provided for in
Sections 1302 and 1303 of the Indenture.
Section 108. The Debentures will not be
redeemable at the option of the Company prior to
maturity and will not be subject to any sinking fund.
Section 109. Each Holder shall have the right,
at such Holder's option, exercisable on September 15,
2000 and thereafter until October 15, 2000, to require
the Company to redeem, and upon the exercise of such
right in the manner set forth hereinafter the Company
shall redeem, all or any part of such Holder's
Debentures that is $1,000 or any integral multiple
thereof, on November 15, 2000 (the "Redemption Date")
at a redemption price in cash equal to 100% of the
principal amount of such Debenture (the "Redemption
Price"), together with accrued and unpaid interest to
the Redemption Date.
To exercise a redemption right, a Holder of the
Debentures shall deliver (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, the
amount of Debentures to be redeemed and a statement
that an election to exercise the redemption right is
being made thereby, and (ii) to the Trustee the
Debentures 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
Debentures held by a securities depositary may be
delivered in such other manner as may be agreed to by
such securities depositary and the Company and the
Trustee. Such written notice shall be irrevocable.
The Debentures 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 Debentures which are
to be redeemed on that date.
If any Debentures surrendered for redemption
shall not be so paid on the Redemption Date, such
Debenture shall, until paid, continue to bear interest
from the Redemption Date at the same rate as the rate
borne by such Debenture. The Company shall pay to the
Holder of such Debenture the additional amounts of
interest arising from this paragraph at the same time
that it pays the Redemption Price.
If any Debenture which is to be redeemed only in
part shall be surrendered at any office or agency of
the Company (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), the Company shall
execute, and the Trustee shall authenticate and deliver
to the Holder of such Security without service charge,
a new Debenture, of any authorized denomination as
requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed
portion of the Debenture so surrendered.
ARTICLE TWO
Form of the Debentures
Section 201. The Debentures are to be
substantially in the following form and shall include
substantially the legend shown so long as the
Debentures are Global Securities:
(FORM OF FACE OF DEBENTURE)
No. R-1 $100,000,000
CUSIP No. 000000XX0
PSI ENERGY, INC.
6.35% DEBENTURE DUE 2006
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New
York corporation ("DTC") to issuer or its agent for
registration of transfer, exchange, or payment and any
certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an
interest herein.
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 CEDE & CO.,
or registered assigns, the principal sum of One Hundred
Million and No/100 Dollars ($100,000,000) on November
15, 2006, and to pay interest thereon from November 15,
1996 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year,
commencing May 15, 1997, at the rate of 6.35% per
annum, 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 May 1 or November 1 (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 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
DEBENTURE)
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 (herein called the "Indenture", which term shall
have the meaning assigned to it in such instrument),
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 $100,000,000.
The Securities will not be redeemable at the option of
the Company prior to maturity and will not be subject
to any sinking fund.
The Holder of this Security shall have the right, at
such Holder's option, exercisable on September 15, 2000
and thereafter until October 15, 2000, to require the
Company to redeem, and upon the exercise of such right
in the manner set forth hereinafter the Company shall
redeem, all or any part of this Security that is $1,000
or any integral multiple thereof, on November 15, 2000
(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
(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, the amount hereof to be
redeemed 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 and 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.
If this Security is to be so redeemed only in part, the
Company shall execute, and the Trustee shall
authenticate and deliver to the Holder hereof without
service charge, a new Security of any authorized
denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for
the unredeemed portion hereof so surrendered.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security or
certain restrictive covenants and Events of Default
with respect to 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
$1,000 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations
therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of
Securities of this series 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 Debentures
Section 301. Debentures in the aggregate principal
amount of $100,000,000, may, upon execution of this
First 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 Debentures 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 Debentures.
ARTICLE FIVE
Sundry Provisions
Section 501. Except as otherwise expressly
provided in this First Supplemental Indenture or in the
form of Debenture or otherwise clearly required by the
context hereof or thereof, all terms used herein or in
said form of Debenture that are defined in the
Indenture shall have the several meanings respectively
assigned to them thereby.
Section 502. The Indenture, as supplemented by
this First Supplemental Indenture, is in all respects
ratified and confirmed, and this First 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 First Supplemental Indenture to be duly executed,
and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first
above written.
PSI ENERGY, INC.
By /s/ Xxxxxxx X.
Xxxxxxx
Xxxxxxx X. Xxxxxxx
Treasurer
THE FIFTH THIRD BANK, as Trustee
By /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Vice President
