Exhibit 4.7.3


 


Draft of October 18,
2005


 




 


 





PSI ENERGY, INC.


 


AND


 


THE BANK OF NEW YORK


TRUST COMPANY, N.A.,


Trustee


 


 






 


Ninth Supplemental Indenture


 


Dated as of October 21, 2005


 


To


 


Indenture


 


Dated as of 
November 15, 1996


 






 


 


6.12% Debentures due 2035


 




 





 

















 


NINTH SUPPLEMENTAL INDENTURE, dated as of October 21,
2005, 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 Bank of New York Trust Company, N.A. (successor Trustee to Fifth Third
Bank), a national banking association, as Trustee (herein called the “Trustee”)
under the Indenture, dated as of November 15, 1996, between the Company
and the Trustee, as supplemented (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 provided in the Indenture.


 


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 6.12% Debentures due 2035 (herein called the “Debentures”), in
this Ninth Supplemental Indenture.


 


All things necessary to make this Ninth Supplemental
Indenture a valid agreement of the Company 
have been done.


 


Now, Therefore, This Ninth 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 “6.12% Debentures due 2035”.  The Debentures shall mature and the principal
shall be due and payable together with all accrued and unpaid interest thereon
on October 15, 2035 and shall be issued in the form of a registered Global
Security without coupons, registered in the name of Cede & Co., as
nominee of The Depository Trust Company, as the Depositary (the “Depositary”).


 


The
initial issue of Debentures shall be limited in aggregate principal amount to
$350,000,000 (except as provided in Section 301(2) of the
Indenture).  However, the Company may,
from time to time, without notice to or the consent of the registered holders
of the Debentures then outstanding, issue additional Debentures without
limitation as to the aggregate principal amount thereof and having the same
terms as, and ranking equally and ratably with, the outstanding Debentures in
all respects (or in all respects except for the payment of interest accruing
prior to the issue date of such additional Debentures or except for the first
payment of interest following the issue date of such additional Debentures).
Any additional Debentures having such 


 


1

















 


similar
terms, together with the outstanding Debentures, will constitute a single
series of Securities under the Indenture.


 


Section 102. 
The provisions of Section 305 of the Indenture applicable to Global
Securities shall apply to the Debentures. 
The Company hereby designates The Depository Trust Company to act as the
Depositary for the Global Securities representing the Debentures.  In lieu of clause (2) under Section 305,
the following provision shall apply to the Debentures:


 


Notwithstanding any provision in this Indenture, no
Global Security may be exchanged in whole or in part for Debentures registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (A) the Depositary has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or
has ceased to be a clearing agency registered under the Exchange Act, and a
successor Depositary is not appointed within 90 days; (B) an Event of
Default has occurred and is continuing with respect to the Debentures; or (C) the
Company in its sole discretion determines not to have any of the Debentures
represented by a Global Security.


 


Section 103. 
Interest on each of the Debentures shall be payable semiannually on April 15
and October 15 in each year (each an “Interest Payment Date”), commencing
on April 15, 2006, at the rate per annum specified in the designation of
Debentures from October 21, 2005, 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 Business Day 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.  As used herein, “Business Day” means any day
other than a Saturday or Sunday or a day on which banking institutions in New
York, New York are authorized or obligated by law or executive order to be closed.


 


Section 104. 
Subject to agreements with or the rules of the Depositary 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 and covenant defeasance,
at the Company’s option, as provided for in Sections 1302 and 1303 of the
Indenture.


 


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Section 108. 
Subject to the terms of Article Eleven of the Indenture, the
Company shall have the right to redeem the Debentures, at any time in whole or
from time to time in part, as provided in the form of the Debenture herein
below set forth.


 


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:


 


[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


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(FORM OF FACE OF DEBENTURE)


 


	
  No. R-

  	
   

  	
  $

  



 


CUSIP No.: 693627 AY7


ISIN No.: 
US693627AY70


 


PSI ENERGY, INC.


 


6.12% DEBENTURES DUE 2035


 


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 SUCH 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
                                                 
and No/100 Dollars ($          )
on October 15, 2035, and to pay interest thereon from October 21,
2005, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually, on April 15, and October 15,
in each year, commencing April 15, 2006, at the rate of 6.12% 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 Record Date for such interest, which shall be the Business Day
immediately 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.


 


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Payment of the principal of (and premium, if any)
and interest on this Security will be made at the corporate trust office of the
Trustee 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, unless such payment is a payment at maturity or upon redemption,
in which case interest shall accrue thereon at the stated rate for such
additional days.


 


As used herein, “Business Day” means any day other
than a Saturday or Sunday or a day on which banking institutions in New York,
New York are authorized or obligated by law or executive order to be closed.


 


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

  	
   

  



 


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CERTIFICATE
OF AUTHENTICATION


 


Dated:


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.

  
	
   

  	
  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 (as supplemented, herein called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of New
York Trust Company, N.A. (successor Trustee to 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, which series is
issuable without limitation as to the aggregate principal amount thereof.


 


The Company has the right to redeem the Securities,
in whole or from time to time in part, until maturity (such redemption, a “Make-Whole
Redemption,” and the date thereof, the “Redemption Date”) at a redemption price
equal to the sum of (i) the principal amount of the Securities 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 the Securities
being redeemed.


 


“Make-Whole Amount” means the excess, if any, of (i) the
sum, as determined by a Quotation Agent, of the present value of the principal
amount of the Securities to be redeemed, together with scheduled payments of
interest thereon from the Redemption Date to October 15, 2035 (not
including any portion of such payments of interest accrued as of the Redemption
Date), in each case discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate over (ii) 100% of the principal amount on the Redemption
Date of the Securities to be redeemed.


 


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“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,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date, calculated on the third Business Day preceding the
Redemption Date, plus in each case .30% (30 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 Securities 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
Securities.


 


“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 of 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, 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 Securities to be redeemed. 
If less than all the Securities 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 Securities to be redeemed.


 


Unless the Company defaults in payment of the
Redemption Price, on and after any Redemption Date, interest will cease to
accrue on the Securities or portions thereof called for redemption.


 


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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 premium, if any) 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 premium, if any) 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 


 


8

















 


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.


 


9

















 


ARTICLE THREE


 


Original Issue of Debentures


 


Section 301. 
An initial issue of the Debentures in the aggregate principal amount of
$350,000,000, may, upon execution of this Ninth Supplemental Indenture, or from
time to time hereafter, 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.  Additional Debentures may be
issued by the Company pursuant to the terms of the Indenture and this Ninth
Supplemental Indenture.


 


ARTICLE FOUR


 


Paying Agent and Security Registrar


 


Section 401. 
The Bank of New York Trust Company, N.A. will be the Paying Agent and
Security Registrar for the Debentures.


 


ARTICLE FIVE


 


Sundry Provisions


 


Section 501. 
Except as otherwise expressly provided in this Ninth 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 Ninth Supplemental Indenture, is
in all respects ratified and confirmed, and this Ninth 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.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Ninth Supplemental Indenture to be duly executed as of the day and year
first above written.


 


 


	
   

  	
  PSI ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Wendy L. Aumiller

  
	
   

  	
   

  	
  Wendy L. Aumiller

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  And Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A., as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Geoffrey D. Anderson

  
	
   

  	
   

  	
  Geoffrey D. Anderson

  
	
   

  	
   

  	
  Assistant Vice President

  



 


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