EXHIBIT 4.238
EXECUTION COPY
INDENTURE
DATED AS OF MARCH 15, 2004
THE DETROIT EDISON COMPANY
(2000 2ND AVENUE,
DETROIT, MICHIGAN 48226)
TO
J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(SUCCESSOR TO BANK ONE, NATIONAL ASSOCIATION)
611 Woodward Avenue, Detroit, Michigan 48226
AS TRUSTEE
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2004 SERIES A,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2004 SERIES B
AND
(C) RECORDING AND FILING DATA
TABLE OF CONTENTS*
PAGE
----
PARTIES........................................................................ 4
RECITALS....................................................................... 4
Original Indenture and Supplementals.................................. 4
Issue of Bonds Under Indenture........................................ 5
Bonds Heretofore Issued............................................... 5
Reason for Creation of New Series..................................... 15
Bonds to be 2004 Series A and 2004 Series B........................... 16
Further Assurance..................................................... 16
Authorization of Supplemental Indenture............................... 16
Consideration for Supplemental Indenture.............................. 17
PART I. CREATION OF THREE HUNDRED THIRTY-SIXTH SERIES OF BONDS. GENERAL AND
REFUNDING MORTGAGE BONDS, 2004
SERIES A 17
Sec. 1. Terms of Bonds of 2004 Series A............................. 17
Release..................................................... 21
Sec. 2. Redemption of Bonds of 2004 Series A........................ 21
Sec. 3. Redemption of Bonds of 2004 Series A in event of 22
acceleration of Notes..........................................................
Sec. 4. Form of Bonds of 2004 Series A.............................. 23
Form of Trustee's Certificate............................... 29
PART II. CREATION OF THREE HUNDRED THIRTY-SEVENTH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2004 SERIES B............................ 29
Sec. 1. Terms of Bonds of 2004 Series B............................. 29
Release..................................................... 33
Sec. 2. Redemption of Bonds of 2004 Series B.......................... 33
Sec. 3. Redemption of Bonds of 2004 Series B in event of 34
acceleration of Notes..........................................................
Sec. 4. Form of Bonds of 2004 Series B................................ 35
Form of Trustee's Certificate................................. 42
PART III. RECORDING AND FILING DATA............................................ 42
Recording and Filing of Original Indenture............................ 42
Recording and Filing of Supplemental Indentures....................... 42
Recording of Certificates of Provision for Payment.................... 47
PART IV. THE TRUSTEE........................................................... 48
Terms and Conditions of Acceptance of Trust by Trustee................ 48
PART V. MISCELLANEOUS.......................................................... 50
Confirmation of Section 318(c) of Trust Indenture Act................. 50
Execution in Counterparts............................................. 50
Testimonium........................................................... 50
Execution............................................................. 51
Acknowledgment of Execution by Company................................ 52
Execution by Trustee.................................................. 53
2
Acknowledgment of Execution by Trustee................................ 54
Affidavit as to Consideration and Good Faith.......................... 55
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
3
PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the fifteenth day
of March, in the year 2004, between THE DETROIT
EDISON COMPANY, a corporation organized and existing
under the laws of the State of Michigan and a public
utility (hereinafter called the "Company"), party of
the first part, and J.P. Morgan Trust Company,
National Association (successor to Bank One, National
Association), a trust company organized and existing
under the laws of the United States, having a
corporate trust office at 611 Woodward Avenue,
Detroit, Michigan 48226, as successor Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the
second part.
ORIGINAL INDENTURE WHEREAS, the Company has heretofore executed and
AND SUPPLEMENTALS. delivered its Mortgage and Deed of Trust (hereinafter
referred to as the "Original Indenture"), dated as of
October 1, 1924, to the Trustee, for the security of
all bonds of the Company outstanding thereunder, and
pursuant to the terms and provisions of the Original
Indenture, indentures dated as of, respectively, June
1, 1925, August 1, 1927, February 1, 1931, June 1,
1931, October 1, 1932, September 25, 1935, September
1, 1936, November 1, 1936, February 1, 1940, December
1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15,
1954, May 15, 1955, August 15, 1957, June 1, 1959,
December 1, 1966, October 1, 1968, December 1, 1969,
July 1, 1970, December 15, 1970, June 15, 1971,
November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975,
December 15, 1975, February 1, 1976, June 15, 1976,
July 15, 1976, February 15, 1977, March 1, 1977, June
15, 1977, July 1, 1977, October 1, 1977, June 1,
1978, October 15, 1978, March 15, 1979, July 1, 1979,
September 1, 1979, September 15, 1979, January 1,
1980, April 1, 1980, August 15, 1980, August 1, 1981,
November 1, 1981, June 30, 1982, August 15, 1982,
June 1, 1983, October 1, 1984, May 1, 1985, May 15,
1985, October 15, 1985, April 1, 1986, August 15,
1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15,
1989, July 15, 1989, December 1, 1989, February 15,
1990, November 1, 1990, April 1, 1991, May 1, 1991,
May 15,
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1991, September 1, 1991, November 1, 1991, January
15, 1992, February 29, 1992, April 15, 1992, July 15,
1992, July 31, 1992, November 30, 1992, December 15,
1992, January 1, 1993, March 1, 1993, March 15, 1993,
April 1, 1993, April 26, 1993, May 31, 1993, June 30,
1993, June 30, 1993, September 15, 1993, March 1,
1994, June 15, 1994, August 15, 1994, December 1,
1994, August 1, 1995, August 1, 1999, August 15, 1999
and January 1, 2000, April 15, 2000, August 1, 2000,
March 15, 2001, May 1, 2001, August 15, 2001,
September 15, 2001, September 17, 2002, October 15,
2002, December 1, 2002 and August 1, 2003
supplemental to the Original Indenture, have
heretofore been entered into between the Company and
the Trustee (the Original Indenture and all
indentures supplemental thereto together being
hereinafter sometimes referred to as the
"Indenture"); and
ISSUE OF BONDS WHEREAS, the Indenture provides that said bonds shall
UNDER INDENTURE. be issuable in one or more series, and makes
provision that the rates of interest and dates for
the payment thereof, the date of maturity or dates of
maturity, if of serial maturity, the terms and rates
of optional redemption (if redeemable), the forms of
registered bonds without coupons of any series and
any other provisions and agreements in respect
thereof, in the Indenture provided and permitted, as
the Board of Directors may determine, may be
expressed in a supplemental indenture to be made by
the Company to the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Ten billion
ISSUED. five hundred fifty-five million six hundred
forty-seven thousand dollars ($10,555,647,000) have
heretofore been issued under the indenture as
follows, viz:
(1) Bonds of -- Principal Amount $26,016,000,
Series A
(2) Bonds of -- Principal Amount $23,000,000,
Series B
(3) Bonds of -- Principal Amount $20,000,000,
Series C
5
(4) Bonds of -- Principal Amount $50,000,000,
Series D
(5) Bonds of -- Principal Amount $15,000,000,
Series E
(6) Bonds of -- Principal Amount $49,000,000,
Series F
(7) Bonds of -- Principal Amount $35,000,000,
Series G
(8) Bonds of -- Principal Amount $50,000,000,
Series H
(9) Bonds of -- Principal Amount $60,000,000,
Series I
(10) Bonds of -- Principal Amount $35,000,000,
Series J
(11) Bonds of -- Principal Amount $40,000,000,
Series K
(12) Bonds of -- Principal Amount $24,000,000,
Series L
(13) Bonds of -- Principal Amount $40,000,000,
Series M
(14) Bonds of -- Principal Amount $40,000,000,
Series N
(15) Bonds of -- Principal Amount $60,000,000,
Series O
(16) Bonds of -- Principal Amount $70,000,000,
Series P
(17) Bonds of -- Principal Amount $40,000,000,
Series Q
(18) Bonds of -- Principal Amount $50,000,000,
Series W
6
(19) Bonds of -- Principal Amount $100,000,000,
Series AA
(20) Bonds of -- Principal Amount $50,000,000,
Series BB
(21) Bonds of -- Principal Amount $50,000,000,
Series CC
(22) Bonds of -- Principal Amount 100,000,000,
Series UU
(23-31) Bonds of -- Principal Amount $14,305,000,
Series DDP
Nos. 1-9
(32-45) Bonds of -- Principal Amount $45,600,000,
Series FFR
Nos. 1-14
(46-67) Bonds of -- Principal Amount $42,300,000,
Series GGP
Nos. 1-22
(68) Bonds of -- Principal Amount $50,000,000,
Series HH
(69-90) Bonds of -- Principal Amount $3,750,000,
Series IIP
Nos. 1-22
(91-98) Bonds of -- Principal Amount $6,850,000,
Series JJP
Nos. 1-8
(99-107) Bonds of -- Principal Amount $34,890,000,
Series KKP
Nos. 1-9
(108-122) Bonds of -- Principal Amount $8,850,000,
Series LLP
Nos. 1-15
(123-143) Bonds of -- Principal Amount $47,950,000,
Series NNP
Nos. 1-21
7
(144-161) Bonds of -- Principal Amount $18,880,000,
Series OOP
Nos. 1-18
(162-180) Bonds of -- Principal Amount $13,650,000,
Series QQP
Nos. 1-19
(181-195) Bonds of -- Principal Amount $3,800,000,
Series TTP
Nos. 1-15
(196) Bonds of 1980 -- Principal Amount $50,000,000,
Series A
(197-221) Bonds of 1980 -- Principal Amount $35,000,000,
Series CP
Nos. 1-25
(222-232) Bonds of 1980 -- Principal Amount $10,750,000,
Series DP
Nos. 1-11
(233-248) Bonds of 1981 -- Principal Amount 124,000,000,
Series AP
Nos. 1-16
(249) Bonds of 1985 -- Principal Amount $35,000,000,
Series A
(250) Bonds of 1985 -- Principal Amount $50,000,000,
Series B
(251) Bonds of -- Principal Amount $70,000,000,
Series PP
(252) Bonds of -- Principal Amount $70,000,000,
Series RR
(253) Bonds of -- Principal Amount $50,000,000,
Series EE
(254-255) Bonds of -- Principal Amount $ 5,430,000,
Series MMP and
8
MMP No. 2
(256) Bonds of -- Principal Amount $75,000,000,
Series T
(257) Bonds of -- Principal Amount $75,000,000,
Series U
(258) Bonds of 1986 -- Principal Amount 100,000,000,
Series B
(259) Bonds of 1987 -- Principal Amount 250,000,000,
Series D
(260) Bonds of 1987 -- Principal Amount 150,000,000,
Series E
(261) Bonds of 1987 -- Principal Amount 225,000,000,
Series C
(262) Bonds of -- Principal Amount 100,000,000,
Series V
(263) Bonds of -- Principal Amount 150,000,000,
Series SS
(264) Bonds of 1980 -- Principal Amount 100,000,000,
Series B
(265) Bonds of 1986 -- Principal Amount 200,000,000,
Series C
(266) Bonds of 1986 -- Principal Amount 200,000,000,
Series A
(267) Bonds of 1987 -- Principal Amount 175,000,000,
Series B
(268) Bonds of -- Principal Amount 100,000,000,
Series X
(269) Bonds of 1987 -- Principal Amount 200,000,000,
Series F
(270) Bonds of 1987 -- Principal Amount 300,000,000,
Series A
9
(271) Bonds of -- Principal Amount $60,000,000,
Series Y
(272) Bonds of -- Principal Amount 100,000,000,
Series Z
(273) Bonds of 1989 -- Principal Amount 300,000,000,
Series A
(274) Bonds of 1984 -- Principal Amount $2,400,000,
Series AP
(275) Bonds of 1984 -- Principal Amount $7,750,000,
Series BP
(276) Bonds of -- Principal Amount 100,000,000,
Series R
(277) Bonds of -- Principal Amount 150,000,000,
Series S
(278) Bonds of 1993 -- Principal Amount 100,000,000,
Series D
(279) Bonds of 1992 -- Principal Amount $50,000,000,
Series E
(280) Bonds of 1993 -- Principal Amount $50,000,000,
Series B
(281) Bonds of 1989 -- Principal Amount $66,565,000,
Series BP
(282) Bonds of 1990 -- Principal Amount $194,649,000
Series A
(283) Bonds of 1993 -- Principal Amount $225,000,000
Series G
(284) Bonds of 1993 -- Principal Amount $160,000,000
Series K
(285) Bonds of 1991 -- Principal Amount $41,480,000
Series EP
10
(286) Bonds of 1993 -- Principal Amount $50,000,000
Series H
(287) Bonds of 1999 -- Principal Amount $40,000,000
Series D
(288) Bonds of 1991 -- Principal Amount $98,375,000
Series FP
(289) Bonds of 1992 -- Principal Amount $20,975,000
Series BP
(290) Bonds of 1992 -- Principal Amount $300,000,000
Series D
(291) Bonds of 1992 -- Principal Amount $35,000,000
Series CP
(292) Bonds of 1993 -- Principal Amount $225,000,000
Series C
(293) Bonds of 1993 -- Principal Amount $400,000,000
Series E
(294) Bonds of 1993 -- Principal Amount $300,000,000
Series J
all of which have either been retired and cancelled,
or no longer represent obligations of the Company,
having been called for redemption and funds necessary
to effect the payment, redemption and retirement
thereof having been deposited with the Trustee as a
special trust fund to be applied for such purpose;
(295-300) Bonds of Series KKP Nos. 10-15 in the
principal amount of One hundred seventy-nine million
five hundred ninety thousand dollars ($179,590,000),
of which one hundred seventy-three million two
hundred ninety thousand dollars ($173,290,000)
principal amount have heretofore been retired and Six
million three hundred thousand dollars ($6,300,000)
principal amount are outstanding at the date hereof;
(301) Bonds of 1990 Series B in the principal amount
of Two hundred fifty-six million nine hundred
thirty-two thousand dollars ($256,932,000) of which
One hundred
11
thirty-three million two hundred twenty-four thousand
dollars ($133,224,000) principal amount havetofore
been retired and One hundred twenty-three million
seven hundred eight thousand dollars ($123,708,000)
principal amount are outstanding at the date hereof;
(302) Bonds of 1990 Series C in the principal amount
of Eighty-five million four hundred seventy-five
thousand dollars ($85,475,000) of which Forty-seven
million eight hundred sixty-six thousand dollars
($47,866,000) principal amount have heretofore been
retired and Thirty-seven million six hundred nine
thousand dollars ($37,609,000) principal amount are
outstanding at the date hereof;
(303) Bonds of 1991 Series AP in the principal amount
of Thirty-two million three hundred seventy-five
thousand dollars ($32,375,000), all of which are
outstanding at the date hereof;
(304) Bonds of 1991 Series BP in the principal amount
of Twenty-five million nine hundred ten thousand
dollars ($25,910,000), all of which are outstanding
at the date hereof;
(305) Bonds of 1991 Series CP in the principal amount
of Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the
date hereof;
(306) Bonds of 1991 Series DP in the principal amount
of Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the
date hereof;
(307) Bonds of 1992 Series AP in the principal amount
of Sixty-six million dollars ($66,000,000), all of
which are outstanding at the date hereof;
(308) Bonds of 1989 Series BP No. 2 in the principal
amount of Thirty-six million dollars ($36,000,000),
all of which are outstanding at the date hereof;
(309) Bonds of 1993 Series FP in the principal amount
of Five million six hundred eighty-five thousand
dollars ($5,685,000), all of which are outstanding at
the date
12
hereof;
(310) Bonds of 1993 Series IP in the principal amount
of Five million eight hundred twenty-five thousand
dollars ($5,825,000), all of which are outstanding at
the date hereof;
(311) Bonds of 1993 Series AP in the principal amount
of Sixty-five million dollars ($65,000,000), all of
which are outstanding at the date hereof;
(312) Bonds of 1994 Series AP in the principal amount
of Seven million five hundred thirty-five thousand
dollars ($7,535,000), all of which are outstanding at
the date hereof;
(313) Bonds of 1994 Series BP in the principal amount
of Twelve million nine hundred thirty-five thousand
dollars ($12,935,000), all of which are outstanding
at the date hereof;
(314) Bonds of 1994 Series C in the principal amount
of Two hundred million dollars ($200,000,000), of
which One hundred million dollars ($100,000,000)
principal amount have heretofore been retired and One
hundred million dollars ($100,000,000) principal
amount are outstanding at the date hereof;
(315) Bonds of 1994 Series DP in the principal amount
of Twenty-three million seven hundred thousand
dollars ($23,700,000), all of which are outstanding
at the date hereof;
(316) Bonds of 1995 Series AP in the principal amount
of Ninety-seven million dollars ($97,000,000), all of
which are outstanding at the date hereof;
(317) Bonds of 1995 Series BP in the principal amount
of Twenty-two million, one hundred seventy-five
thousand dollars ($22,175,000), all of which are
outstanding at the date hereof;
(318) Bonds of 1999 Series AP in the principal amount
of One hundred eighteen million three hundred sixty
thousand dollars ($118,360,000), all of which are
outstanding at the date hereof;
13
(319) Bonds of 1999 Series BP in the principal amount
of Thirty-nine million seven hundred forty-five
thousand dollars ($39,745,000), all of which are
outstanding of the date hereof;
(320) Bonds of 1999 Series CP in the principal amount
of Sixty-six million five hundred sixty-five thousand
dollars ($66,565,000), all of which are outstanding
at the date hereof;
(321) Bonds of 2000 Series A in the principal amount
of Two Hundred Twenty million dollars ($220,000,000)
of which One hundred forty-three million eight
hundred ninety-five thousand dollars ($143,895,000)
principal amount have heretofore been retired and
seventy-six million one hundred five thousand dollars
($76,105,000) principal amount are outstanding at the
date hereof;
(322) Bonds of 2000 Series B in the principal amount
of Fifty million seven hundred forty-five thousand
dollars ($50,745,000), all of which are outstanding
at the date hereof;
(323) Bonds of 2001 Series AP in the principal amount
of Thirty-one million ($31,000,000), all of which are
outstanding at the date hereof;
(324) Bonds of 2001 Series BP in the principal amount
of Eighty-two million three hundred fifty thousand
($82,350,000) all of which are outstanding at the
date hereof;
(325) Bonds of 2001 Series CP in the principal amount
of One hundred thirty-nine million eight hundred
fifty-five thousand dollars ($139,855,000) all of
which are outstanding at the date hereof;
(326) Bonds of 2001 Series D in the principal amount
of Two hundred million dollars ($200,000,000) all of
which are outstanding at the date hereof;
(327) Bonds of 2001 Series E in the principal amount
of Five hundred million dollars ($500,000,000) all of
which are outstanding at the date hereof;
14
(328) Bonds of 2002 Series A in the principal amount
of Two hundred twenty-fifty million dollars
($225,000,000) all of which are outstanding at the
date hereof;
(329) Bonds of 2002 Series B in the principal amount
of Two hundred twenty-fifty million dollars
($225,000,000) all of which are outstanding at the
date hereof;
(330) Bonds of 2002 Series C in the principal amount
of Sixty-four million three hundred thousand dollars
($64,300,000) all of which are outstanding at the
date hereof;
(331) Bonds of 2002 Series D in the principal amount
of Fifty-five million nine hundred seventy-five
thousand dollars ($55,975,000) all of which are
outstanding at the date hereof; and
(332) Bonds of 2003 Series A in the principal amount
of Forty-nine million dollars ($49,000,000) all of
which are outstanding at the date hereof; and
accordingly, the Company has issued and has presently
outstanding Two billion six hundred sixty-two million
one hundred fifty-seven thousand dollars
($2,662,157,000) aggregate principal amount of its
General and Refunding Mortgage Bonds (the "Bonds") at
the date hereof; and
REASON FOR WHEREAS, the Company intends to issue two series of
CREATION OF Notes under the Note Indenture herein referred to,
NEW SERIES. and, pursuant to the Note Indenture, in order to
secure its obligations to MBIA Insurance Corporation,
an insurance company incorporated under the laws of
the State of New York ("MBIA"), under the
Reimbursement and Indemnity Agreement dated as of
April l, 2004 (the "2004 A Insurance Agreement" with
respect to the 2004A Bonds and the "2004B Insurance
Agreement" with respect to the 2004B Bonds) between
the Company and MBIA relating to the financial
guaranty insurance policies issued by MBIA with
respect to the (i) Michigan Strategic Fund Limited
Obligation Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project), Series
2004A (AMT) (the "2004A
15
Bonds") and (ii) Michigan Strategic Fund Limited
Obligation Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project), Series
2004B (NON-AMT) (the "2004B Bonds), each of the 2004A
Bonds and 2004B Bonds being issued under the Trust
Indenture dated as of April 1, 2004 (the "2004A Bond
Indenture" with respect to the 2004A Bonds and "2004B
Bond Indenture" with respect to the 2004B Bonds)
between Michigan Strategic Fund and J.P. Morgan Trust
Company, National Association, as trustee, and the
Company has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture in order further
to secure its obligations with respect to such Notes;
and
BONDS TO BE WHEREAS, for such purpose the Company desires by this
2004 SERIES A Supplemental Indenture to create two new series of
AND 2004 SERIES bonds, to be designated "General and Refunding
B. Mortgage Bonds, 2004 Series A" in the aggregate
principal amount of thirty-six million dollars
($36,000,000) and "General and Refunding Mortgage
Bonds, 2004 Series B" in the aggregate principal
amount of thirty-one million nine hundred eighty
thousand dollars, each to be authenticated and
delivered pursuant to Section 8 of Article III of the
Indenture; and
FURTHER WHEREAS, the Original Indenture, by its terms,
ASSURANCE. includes in the property subject to the lien thereof
all of the estates and properties, real, personal and
mixed, rights, privileges and franchises of every
nature and kind and wheresoever situate, then or
thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time
thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien
thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver
such further instruments as may be necessary or
proper for the better assuring and confirming unto
the Trustee all or any part of the trust estate,
whether then or thereafter owned or acquired by the
Company (saving and excepting, however, property
specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers
OF and authority conferred upon and reserved to it under
16
SUPPLEMENTAL and by virtue of the provisions of the Indenture, and
INDENTURE. pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in
the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have
been done, performed and fulfilled, and the execution
and delivery hereof have been in all respects duly
authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR Detroit Edison Company, in consideration of the
SUPPLEMENTAL premises and of the covenants contained in the
INDENTURE. Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid
by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is
hereby acknowledged, hereby covenants and agrees to
and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
PART I.
CREATION OF THREE HUNDRED THIRTY-SIXTH
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2004 SERIES A BONDS
TERMS OF SECTION 1. The Company hereby creates the three
BONDS OF hundred thirty-sixth series of bonds to be issued
2004 SERIES A. under and secured by the Original Indenture as
amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by
the title "General and Refunding Mortgage Bonds, 2004
Series A" (elsewhere herein referred to as the "bonds
of 2004 Series A"). The aggregate principal amount of
bonds of 2004 Series A shall be limited to thirty-six
million dollars ($36,000,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements
of bonds.
17
Subject to the release provisions set forth
below, each bond of 2004 Series A is to be
irrevocably assigned to, and registered in the name
of, J.P. Morgan Trust Company, National Association,
as trustee, or a successor trustee (said trustee or
any successor trustee being hereinafter referred to
as the "Note Indenture Trustee"), under the
collateral trust indenture, dated as of June 30, 1993
(the "Note Indenture"), as supplemented, between the
Note Indenture Trustee and the Company, to secure
payment of the Company's 4.875% Senior Notes due 2029
(for purposes of this Part I, the "Notes").
The bonds of 2004 Series A shall be issued as
registered bonds without coupons in denominations of
a multiple of $1,000. The bonds of 2004 Series A
shall be issued in the aggregate principal amount of
$36,000,000, shall mature on June 1, 2029 (subject to
earlier redemption or release) and shall bear
interest at the rate of 4.875% per annum, payable
semiannually in arrears on June 1 and December 1 of
each year (commencing December 1, 2004), until the
principal thereof shall have become due and payable
and thereafter until the Company's obligation with
respect to the payment of said principal shall have
been discharged as provided in the Indenture.
The bonds of 2004 Series A shall be payable as
to principal, premium, if any, and interest as
provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of 2004
Series A shall be payable, both as to principal and
interest, at the office or agency of the Company in
the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of
America which at the time of payment is legal tender
for public and private debts.
Except as provided herein, each bond of 2004
Series A shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the June 1 or
December 1 next preceding the date thereof to which
interest has been paid on bonds of 2004 Series A,
unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall
be payable from the date of authentication, or unless
the date of authentication is prior to December 1,
2004, in which case interest shall be payable from
April 1, 2004.
18
The bonds of 2004 Series A in definitive form
shall be, at the election of the Company, fully
engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1
and upwards (with such further designation as may be
appropriate and desirable to indicate by such
designation the form, series and denomination of
bonds of 2004 Series A). Until bonds of 2004 Series A
in definitive form are ready for delivery, the
Company may execute, and upon its request in writing
the Trustee shall authenticate and deliver in lieu
thereof, bonds of 2004 Series A in temporary form, as
provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2004 Series A, if any,
may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of 2004 Series A, but without a recital of
redemption prices and with such omissions, insertions
and variations as may be appropriate for temporary
bonds, all as may be determined by the Company.
Interest on any bond of 2004 Series A that is
payable on any interest payment date and is
punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous
bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be the
fifteenth calendar day (whether or not a business
day) next preceding such interest payment date. If
the Company shall default in the payment of the
interest due on any interest payment date on the
principal represented by any bond of 2004 Series A,
such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any
bond or bonds of 2004 Series A issued upon transfer
or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the
Company, to the person in whose name that bond (or
any bond or bonds of 2004 Series A issued upon
transfer or exchange thereof) is registered on a
subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of
bonds of 2004 Series A not less than ten (10) days
preceding such subsequent record date, which
subsequent record date shall be at least five (5)
days prior to the payment date of such defaulted
interest.
19
Bonds of 2004 Series A shall not be assignable
or transferable except as may be set forth under
Section 405 of the Note Indenture or in the
supplemental note indenture relating to the Notes,
or, subject to compliance with applicable law, as may
be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default
under the Note Indenture. Any such transfer shall be
made upon surrender thereof for cancellation at the
office or agency of the Company in the Borough of
Manhattan, The City and State of New York, together
with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by
the Company duly executed by the holder or by its
duly authorized attorney. Bonds of 2004 Series A
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 2004 Series A
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of
the Indenture not to make exchanges or transfers of
bonds of 2004 Series A during any period of ten days
next preceding any redemption date for such bonds.
Bonds of 2004 Series A, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be
specified in the Note Indenture.
Upon payment of the principal or premium, if
any, or interest on the Notes, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture,
bonds of 2004 Series A in a principal amount equal to
the principal amount of such Notes, shall, to the
extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of
the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case
of the payment of principal and premium, if any, such
bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
In the event the Company desires to provide for
the payment of bonds of 2004 Series A, in lieu of
defeasing such bonds in accordance with the
Indenture, it shall either redeem an equal principal
amount of 2004A Bonds or take
20
such action as shall be required by Section 204 of
the 2004A Bond Indenture to defease an equal
principal amount of the 2004A Bonds. Pursuant to
Section 2.03(c) of the Note Indenture, such
redemption or defeasance shall result in the
discharge of the Company's obligation with respect to
such Notes and the cancellation thereof which, in
accordance with the preceding paragraph, shall result
in the discharge of the Company's obligation with
respect to the applicable bonds of 2004 Series A and
cancellation thereof.
Any amount payable by the Company in respect of
principal of bonds of 2004 Series A, whether at
maturity or prior to maturity by redemption or upon
acceleration or otherwise, in a circumstance where
there has not been a corresponding payment of
principal of 2004A Bonds shall be applied
simultaneously to the redemption or defeasance of an
equal principal amount of 2004A Bonds in accordance
with the 2004A Bond Indenture. In the event the
amount so paid is insufficient to provide for such
redemption or defeasance, the Company shall pay such
additional amount as shall be necessary to make up
for the deficiency.
RELEASE. From and after the Release Date (as defined in
the Note Indenture), the bonds of 2004 Series A shall
be deemed fully paid, satisfied and discharged and
the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2004
Series A shall be surrendered to and canceled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
bonds of 2004 Series A to be less than the then
outstanding principal amount of the Notes.
REDEMPTION SECTION 2. Bonds of 2004 Series A shall be
OF redeemed on the respective dates and in the
BONDS OF 2004 respective principal amounts which correspond to the
SERIES A. redemption dates for, and the principal amounts to be
redeemed of, the Notes.
In the event the Company elects to redeem any
Notes prior to maturity in accordance with the
provisions of the Note Indenture and the 2004A
Insurance Agreement, the Company shall on the same
date redeem bonds of 2004 Series A in principal
amounts and at redemption prices corresponding to the
Notes so redeemed. The Company agrees to give the
Trustee and MBIA notice of any such redemption of
bonds of 2004 Series A on the same date as it
21
gives notice of redemption of Notes to the Note
Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default
OF under the Note Indenture and the acceleration of all
BONDS OF 2004 Notes, the bonds of 2004 Series A shall be redeemable
SERIES A IN in whole upon receipt by the Trustee of a written
EVENT OF demand (hereinafter called a "Redemption Demand")
ACCELERATION from the Note Indenture Trustee stating that there
OF has occurred under the Note Indenture both an Event
NOTES OR IN of Default and a declaration of acceleration of
EVENT OF payment of principal, accrued interest and premium,
REDEMPTION if any, on the Notes, specifying the last date to
OF NOTES UPON which interest on the Notes has been paid (such date
ACCELERATION being hereinafter referred to as the "Initial
OF 2004A Interest Accrual Date") and demanding redemption of
BONDS. the bonds of said series. In addition, in the event
of a required redemption of the Notes upon demand of
MBIA prior to the Release Date upon a declaration of
acceleration of the payment of the 2004A Bonds, the
bonds of 2004 Series A shall be redeemable in whole
upon receipt by the Trustee of a Redemption Demand
from the Note Indenture Trustee stating that such
redemption of the Notes is required, stating that the
redemption price was not paid when due and demanding
redemption of the bonds of the 2004 Series A. The
Trustee shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series
so demanded to be redeemed (hereinafter called the
"Demand Redemption Date"). Notice of the date fixed
as the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten days prior to
such Demand Redemption Date. The date to be fixed by
the Company as and for the Demand Redemption Date may
be any date up to and including the earlier of (x)
the 60th day after receipt by the Trustee of the
Redemption Demand or (y) the maturity date of such
bonds first occurring following the 20th day after
the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption
Date on or before the 10th day preceding the earlier
of such dates, the Demand Redemption Date shall be
deemed to be the earlier of such dates. The Trustee
shall mail notice of the Demand Redemption Date (such
notice being hereinafter called the "Demand
Redemption Notice")
22
to the Note Indenture Trustee not more than ten nor
less than five days prior to the Demand Redemption
Date.
Each bond of 2004 Series A shall be redeemed by
the Company on the Demand Redemption Date therefore
upon surrender thereof by the Note Indenture Trustee
to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest
thereon at the rate specified for such bond from the
Initial Interest Accrual Date to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand
Redemption Date on all Notes; provided, however, that
in the event of a receipt by the Trustee of a notice
that, pursuant to Section 602 of the Note Indenture,
the Note Indenture Trustee has terminated proceedings
to enforce any right under the Note Indenture, then
any Redemption Demand shall thereby be rescinded by
the Note Indenture Trustee, and no Demand Redemption
Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent
default or impair any right consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to
take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or
effect, unless it is executed in the name of the Note
Indenture Trustee by its President or one of its Vice
Presidents.
FORM SECTION 4. The bonds of 2004 Series A and the
OF BONDS OF form of Trustee's Certificate to be endorsed on such
2004 SERIES A. bonds shall be substantially in the following forms,
respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2004 SERIES A
Notwithstanding any provisions hereof or in the
Indenture, this bond is not assignable or
transferable except as may be required to effect a
transfer to any successor trustee under the
Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as of
April 1, 2004, between The Detroit Edison Company and
J.P. Morgan Trust Company, National Association, as
Note Trustee, or, subject to compliance with
applicable law, as may be involved in the course of
the exercise of rights and
23
remedies consequent upon an Event of Default under
said Indenture.
$36,000,000 No. R-1
THE DETROIT EDISON COMPANY (hereinafter called
the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay
to J.P. Morgan Trust Company, National Association,
as Note Trustee, or registered assigns, at the
Company's office or agency in the Borough of
Manhattan, The City and State of New York, the
principal sum of Thirty-six Million Dollars
($36,000,000) in lawful money of the United States of
America on June 1, 2029 (subject to earlier
redemption or release) and interest thereon at the
rate of 4.875 % per annum, in like lawful money, from
April 1, 2004, and after the first payment of
interest on bonds of this Series has been made or
otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided
for, semi-annually on June 1 and December 1 of each
year (commencing December 1, 2004), until the
Company's obligation with respect to payment of said
principal shall have been discharged, all as
provided, to the extent and in the manner specified
in the Indenture hereinafter mentioned and in the
supplemental indenture pursuant to which this bond
has been issued.
Under a Collateral Trust Indenture, dated as of
June 30, 1993, as amended and as further supplemented
as of April 1, 2004 (hereinafter called the "Note
Indenture"), between the Company and J.P. Morgan
Trust Company, National Association, as Note Trustee
(hereinafter called the "Note Indenture Trustee"),
the Company has issued its 4.875% Senior Notes due
2029 (the "Notes"). This bond was originally issued
to the Note Indenture Trustee so as to secure the
payment of the Notes. Payments of principal of, or
premium, if any, or interest on, the Notes shall
constitute like payments on this bond as further
provided herein and in the supplemental indenture
pursuant to which this bond has been issued.
The Notes were issued to MBIA Insurance
Corporation, an insurance company incorporated under
New York law ("MBIA"), to secure the Company's
obligations to MBIA under that certain Reimbursement
and Indemnity Agreement dated April 1, 2004 (the
"Insurance Agreement")
24
between the Company and MBIA relating to Financial
Guaranty Insurance Policy No. XX issued by MBIA with
respect to the Michigan Strategic Fund Limited
Obligation Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project), Series
2004A (the "2004A Bonds") which are issued under the
Trust Indenture dated as of April 1, 2004 (the "2004A
Bond Indenture") between Michigan Strategic Fund and
J.P. Morgan Trust Company, National Association, as
trustee.
This bond is one of an authorized issue of bonds
of the Company, unlimited as to amount except as
provided in the Indenture hereinafter mentioned or
any indentures supplemental thereto, and is one of a
series of General and Refunding Mortgage Bonds known
as 2004 Series A, limited to an aggregate principal
amount of $36,000,000, except as otherwise provided
in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be
issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization,
improvement or analogous fund, established in
accordance with the provisions of the Indenture
hereinafter mentioned, may afford additional security
for the bonds of any particular series and except as
provided in Section 3 of Article VI of said
Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to J. P. Morgan
Trust Company, National Association, as successor in
interest to Bank One, as Trustee, to which Indenture
and all indentures supplemental thereto (including
the Supplemental Indenture dated as of March 15,
2004) reference is hereby made for a description of
the properties and franchises mortgaged and conveyed,
the nature and extent of the security, the terms and
conditions upon which the bonds are issued and under
which additional bonds may be issued, and the rights
of the holders of the bonds and of the Trustee in
respect of such security (which Indenture and all
indentures supplemental thereto, including the
Supplemental Indenture dated as of March 15, 2004,
are hereinafter collectively called the "Indenture").
As provided in the Indenture, said bonds may be for
various principal sums and are issuable in series,
which may mature at different times, may bear
interest at different rates and may otherwise vary as
in said Indenture provided. With the consent of the
Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations
of the Company and of the holders of the bonds and
the terms
25
and provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least
eighty-five percent (85%) in amount of the bonds then
outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are
to be affected by the action proposed to be taken,
then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to
be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's
interest therein as specified in the Indenture);
provided, however, that, without the consent of the
holder hereof, no such modification or alteration
shall, among other things, affect the terms of
payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable prior to the Release
Date upon the terms and conditions set forth in the
Indenture, including provision for redemption upon
demand of the Note Indenture Trustee following the
occurrence of an Event of Default under the Note
Indenture and the acceleration of the principal of
the Notes and including provision for redemption upon
demand of the Note Indenture Trustee in the event of
a required redemption of the Notes following a
declaration of acceleration of the 2004A Bonds and
payment by MBIA of the accelerated principal of the
2004A Bonds, such demand stating that such redemption
of the Notes is required, stating that the redemption
price thereof was not paid when due and demanding
redemption of this bond.
Under the Indenture, funds may be deposited with
the Trustee (which shall have become available for
payment), in advance of the redemption date of any of
the bonds of 2004 Series A (or portions thereof), in
trust for the redemption of such bonds (or portions
thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter
be restricted exclusively to such funds for any and
all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or
portions thereof) and interest. In the event the
Company desires to provide for the payment of bonds
of 2004 Series A, in lieu of defeasing such bonds in
accordance with the Indenture, the Company shall
either redeem an equal principal amount of 2004A
26
Bonds or take such action as shall be required by the
2004A Bond Indenture to defease an equal principal
amount of 2004A Bonds.
In case an event of default, as defined in the
Indenture, shall occur, the principal of all the
bonds issued thereunder may become or be declared due
and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
Any amount payable by the Company in respect of
principal of bonds of 2004 Series A, whether at
maturity or prior to maturity by redemption or
otherwise, in a circumstance where there has not been
a corresponding payment of principal of 2004A Bonds
shall be applied simultaneously to the redemption or
defeasance of an equal principal amount of 2004A
Bonds in accordance with the 2004A Bond Indenture.
Upon payment of the principal of, or premium, if
any, or interest on, the Notes, whether at maturity
or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been
made in accordance with Article V of the Note
Indenture, bonds of 2004 Series A in a principal
amount equal to the principal amount of such Notes,
and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and
premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable
except as set forth under Section 405 of the Note
Indenture or in the supplemental indenture relating
to the Notes, or, subject to compliance with
applicable law, as may be involved in the course of
the exercise of rights and remedies consequent upon
an Event of Default under the Note Indenture. Any
such transfer shall be made by the registered holder
hereof, in person or by his attorney duly authorized
in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The
City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized
27
denominations for a like aggregate principal amount
will be issued to the transferee in exchange
therefor, and this bond with others in like form may
in like manner be exchanged for one or more new bonds
of the same series of other authorized denominations,
but of the same aggregate principal amount, all as
provided and upon the terms and conditions set forth
in the Indenture, and upon payment, in any event, of
the charges prescribed in the Indenture.
From and after the Release Date (as defined in
the Note Indenture), the bonds of 2004 Series A shall
be deemed fully paid, satisfied and discharged and
the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2004
Series A shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
bond of 2004 Series A to be less than the then
outstanding principal amount of the Notes.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any
claim based hereon or otherwise in respect hereof or
of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any
past, present or future stockholder, director or
officer, as such, of the Company, or of any
predecessor or successor corporation, either directly
or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on
stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise howsoever; all
such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof,
expressly waived and released by every holder or
owner hereof, as more fully provided in the
Indenture.
This bond shall not be valid or become
obligatory for any purpose until J.P. Morgan Trust
Company, National Association, the Trustee under the
Indenture, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
has caused this instrument to be executed by an
authorized officer, with his manual or facsimile
signatures, and its corporate seal, or a facsimile
28
thereof, to be impressed or imprinted hereon and the
same to be attested by its Vice President and
Corporate Secretary or Assistant Corporate Secretary
by manual or facsimile signature.
Dated: April __, 2004
THE DETROIT EDISON COMPANY
By:_AUTHORIZED OFFICER
[SEAL]
Attest: AUTHORIZED OFFICER
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series
TRUSTEE'S designated therein, described in the within-mentioned
CERTIFICATE. Indenture.
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as
Trustee
By __________________________
Authorized Officer
PART II.
CREATION OF THREE HUNDRED THIRTY-SEVENTH
SERIES OF BONDS, GENERAL AND REFUNDING
MORTGAGE BONDS, 2004 SERIES B
TERMS OF SECTION 1. The Company hereby creates the three
BONDS OF hundred thirty-seventh series of bonds to be issued
2004 SERIES B. under and secured by the Original Indenture as
amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by
the title "General and Refunding Mortgage Bonds, 2004
Series B" (elsewhere herein referred
29
to as the "bonds of 2004 Series B"). The aggregate
principal amount of bonds of 2004 Series B shall be
limited to thirty-one million nine hundred eighty
thousand dollars ($31,980,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements
of bonds.
Subject to the release provisions set forth
below, each bond of 2004 Series B is to be
irrevocably assigned to, and registered in the name
of, J.P. Morgan Trust Company, National Association,
as trustee, or a successor trustee (said trustee or
any successor trustee being hereinafter referred to
as the "Note Indenture Trustee"), under the
collateral trust indenture, dated as of June 30, 1993
(the "Note Indenture"), as supplemented, between the
Note Indenture Trustee and the Company, to secure
payment of the Company's 4.65% Senior Notes due 2028
(for purposes of this Part II, the "Notes").
The bonds of 2004 Series B shall be issued as
registered bonds without coupons in denominations of
a multiple of $1,000. The bonds of 2004 Series B
shall be issued in the aggregate principal amount of
$31,980,000, shall mature on October 1, 2028 (subject
to earlier redemption or release) and shall bear
interest at the rate of 4.65% per annum, payable
semiannually in arrears on April 1 and October 1 of
each year (commencing October 1, 2004), until the
principal thereof shall have become due and payable
and thereafter until the Company's obligation with
respect to the payment of said principal shall have
been discharged as provided in the Indenture.
The bonds of 2004 Series B shall be payable as
to principal, premium, if any, and interest as
provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of 2004
Series B shall be payable, both as to principal and
interest, at the office or agency of the Company in
the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of
America which at the time of payment is legal tender
for public and private debts.
30
Except as provided herein, each bond of 2004
Series B shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the April 1 or
October 1 next preceding the date thereof to which
interest has been paid on bonds of 2004 Series B,
unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall
be payable from the date of authentication, or unless
the date of authentication is prior to October 1,
2004, in which case interest shall be payable from
April 1, 2004.
The bonds of 2004 Series B in definitive form
shall be, at the election of the Company, fully
engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1
and upwards (with such further designation as may be
appropriate and desirable to indicate by such
designation the form, series and denomination of
bonds of 2004 Series B). Until bonds of 2004 Series B
in definitive form are ready for delivery, the
Company may execute, and upon its request in writing
the Trustee shall authenticate and deliver in lieu
thereof, bonds of 2004 Series B in temporary form, as
provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2004 Series B, if any,
may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of 2004 Series B, but without a recital of
redemption prices and with such omissions, insertions
and variations as may be appropriate for temporary
bonds, all as may be determined by the Company.
Interest on any bond of 2004 Series B that is
payable on any interest payment date and is
punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous
bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be the
fifteenth calendar day (whether or not a business
day) next preceding such interest payment date. If
the Company shall default in the payment of the
interest due on any interest payment date on the
principal represented by any bond of 2004 Series B,
such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any
bond or bonds of 2004
31
Series B issued upon transfer or exchange thereof) on
the date of payment of such defaulted interest or, at
the election of the Company, to the person in whose
name that bond (or any bond or bonds of 2004 Series B
issued upon transfer or exchange thereof) is
registered on a subsequent record date established by
notice given by mail by or on behalf of the Company
to the holders of bonds of 2004 Series B not less
than ten (10) days preceding such subsequent record
date, which subsequent record date shall be at least
five (5) days prior to the payment date of such
defaulted interest.
Bonds of 2004 Series B shall not be assignable
or transferable except as may be set forth under
Section 405 of the Note Indenture or in the
supplemental note indenture relating to the Notes,
or, subject to compliance with applicable law, as may
be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default
under the Note Indenture. Any such transfer shall be
made upon surrender thereof for cancellation at the
office or agency of the Company in the Borough of
Manhattan, The City and State of New York, together
with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by
the Company duly executed by the holder or by its
duly authorized attorney. Bonds of 2004 Series B
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 2004 Series B
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of
the Indenture not to make exchanges or transfers of
bonds of 2004 Series B during any period of ten days
next preceding any redemption date for such bonds.
Bonds of 2004 Series B, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be
specified in the Note Indenture.
Upon payment of the principal or premium, if
any, or interest on the Notes, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture,
bonds of 2004 Series B in a principal amount equal to
the principal amount of such Notes, shall, to the
extent of such payment of principal,
32
premium or interest, be deemed fully paid and the
obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and,
in the case of the payment of principal and premium,
if any, such bonds shall be surrendered for
cancellation or presented for appropriate notation to
the Trustee.
In the event the Company desires to provide for
the payment of bonds of 2004 Series B, in lieu of
defeasing such bonds in accordance with the
Indenture, it shall either redeem an equal principal
amount of 2004B Bonds or take such action as shall be
required by Section 204 of the 2004B Bond Indenture
to defease an equal principal amount of the 2004B
Bonds. Pursuant to Section 2.03(c) of the Note
Indenture, such redemption or defeasance shall result
in the discharge of the Company's obligation with
respect to such Notes and the cancellation thereof
which, in accordance with the preceding paragraph,
shall result in the discharge of the Company's
obligation with respect to the applicable bonds of
2004 Series B and cancellation thereof.
Any amount payable by the Company in respect of
principal of bonds of 2004 Series B, whether at
maturity or prior to maturity by redemption or upon
acceleration or otherwise, in a circumstance where
there has not been a corresponding payment of
principal of 2004B Bonds shall be applied
simultaneously to the redemption or defeasance of an
equal principal amount of 2004B Bonds in accordance
with the 2004B Bond Indenture. In the event the
amount so paid is insufficient to provide for such
redemption or defeasance, the Company shall pay such
additional amount as shall be necessary to make up
for the deficiency.
RELEASE. From and after the Release Date (as defined in
the Note Indenture), the bonds of 2004 Series B shall
be deemed fully paid, satisfied and discharged and
the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2004
Series B shall be surrendered to and canceled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
bonds of 2004 Series B to be less than the then
outstanding principal amount of the Notes.
REDEMPTION SECTION 2. Bonds of 2004 Series B shall be
OF redeemed on the respective dates and in the
respective
33
BONDS OF principal amounts which correspond to the redemption
2004 SERIES B. dates for, and the principal amounts to be redeemed
of, the Notes.
In the event the Company elects to redeem any
Notes prior to maturity in accordance with the
provisions of the Note Indenture and the 2004B
Insurance Agreement, the Company shall on the same
date redeem bonds of 2004 Series B in principal
amounts and at redemption prices corresponding to the
Notes so redeemed. The Company agrees to give the
Trustee and MBIA notice of any such redemption of
bonds of 2004 Series B on the same date as it gives
notice of redemption of Notes to the Note Indenture
Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default
OF under the Note Indenture and the acceleration of all
BONDS OF 2004 Notes, the bonds of 2004 Series B shall be redeemable
SERIES B IN in whole upon receipt by the Trustee of a written
EVENT OF demand (hereinafter called a "Redemption Demand")
ACCELERATION from the Note Indenture Trustee stating that there
OF has occurred under the Note Indenture both an Event
NOTES OR IN of Default and a declaration of acceleration of
EVENT OF payment of principal, accrued interest and premium,
REDEMPTION if any, on the Notes, specifying the last date to
OF NOTES UPON which interest on the Notes has been paid (such date
ACCELERATION being hereinafter referred to as the "Initial
OF 2004B Interest Accrual Date") and demanding redemption of
BONDS. the bonds of said series. In addition, in the event
of a required redemption of the Notes upon demand of
MBIA prior to the Release Date upon a declaration of
acceleration of the payment of the 2004B Bonds, the
bonds of 2004 Series B shall be redeemable in whole
upon receipt by the Trustee of a Redemption Demand
from the Note Indenture Trustee stating that such
redemption of the Notes is required, stating that the
redemption price was not paid when due and demanding
redemption of the bonds of the 2004 Series B. The
Trustee shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series
so demanded to be redeemed (hereinafter called the
"Demand Redemption Date"). Notice of the date fixed
as the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten days prior to
such Demand Redemption Date. The date to be fixed by
the Company as and for the Demand Redemption Date may
34
be any date up to and including the earlier of (x)
the 60th day after receipt by the Trustee of the
Redemption Demand or (y) the maturity date of such
bonds first occurring following the 20th day after
the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption
Date on or before the 10th day preceding the earlier
of such dates, the Demand Redemption Date shall be
deemed to be the earlier of such dates. The Trustee
shall mail notice of the Demand Redemption Date (such
notice being hereinafter called the "Demand
Redemption Notice") to the Note Indenture Trustee not
more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 2004 Series B shall be redeemed by
the Company on the Demand Redemption Date therefore
upon surrender thereof by the Note Indenture Trustee
to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest
thereon at the rate specified for such bond from the
Initial Interest Accrual Date to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand
Redemption Date on all Notes; provided, however, that
in the event of a receipt by the Trustee of a notice
that, pursuant to Section 602 of the Note Indenture,
the Note Indenture Trustee has terminated proceedings
to enforce any right under the Note Indenture, then
any Redemption Demand shall thereby be rescinded by
the Note Indenture Trustee, and no Demand Redemption
Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent
default or impair any right consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to
take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or
effect, unless it is executed in the name of the Note
Indenture Trustee by its President or one of its Vice
Presidents.
FORM SECTION 4. The bonds of 2004 Series B and the
OF BONDS OF form of Trustee's Certificate to be endorsed on such
2004 SERIES B. bonds shall be substantially in the following forms,
respectively:
35
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2004 SERIES B
Notwithstanding any provisions hereof or in the
Indenture, this bond is not assignable or
transferable except as may be required to effect a
transfer to any successor trustee under the
Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as of
April 1, 2004, between The Detroit Edison Company and
J.P. Morgan Trust Company, National Association, as
Note Trustee, or, subject to compliance with
applicable law, as may be involved in the course of
the exercise of rights and remedies consequent upon
an Event of Default under said Indenture.
$31,980,000 No. R-1
THE DETROIT EDISON COMPANY (hereinafter called
the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay
to J.P. Morgan Trust Company, National Association,
as Note Trustee, or registered assigns, at the
Company's office or agency in the Borough of
Manhattan, The City and State of New York, the
principal sum of Thirty-one Million Nine Hundred
Eighty Thousand Dollars ($31,980,000) in lawful money
of the United States of America on October 1, 2028
(subject to earlier redemption or release) and
interest thereon at the rate of 4.65% per annum, in
like lawful money, from April 1, 2004, and after the
first payment of interest on bonds of this Series has
been made or otherwise provided for, from the most
recent date to which interest has been paid or
otherwise provided for, semi-annually on April 1 and
October 1 of each year (commencing October 1, 2004),
until the Company's obligation with respect to
payment of said principal shall have been discharged,
all as provided, to the extent and in the manner
specified in the Indenture hereinafter mentioned and
in the supplemental indenture pursuant to which this
bond has been issued.
Under a Collateral Trust Indenture, dated as of
June 30, 1993, as amended and as further supplemented
as of April 1, 2004 (hereinafter called the "Note
Indenture"), between the Company and Bank One Trust
Company, National Association, as Note Trustee
(hereinafter called the "Note Indenture Trustee"),
the Company has issued its
36
4.65% Senior Notes due 2028 (the "Notes"). This bond
was originally issued to the Note Indenture Trustee
so as to secure the payment of the Notes. Payments of
principal of, or premium, if any, or interest on, the
Notes shall constitute like payments on this bond as
further provided herein and in the supplemental
indenture pursuant to which this bond has been
issued.
The Notes were issued to MBIA Insurance
Corporation, an insurance company incorporated under
New York law ("MBIA"), to secure the Company's
obligations to MBIA under that certain Reimbursement
and Indemnity Agreement dated April 1, 2004 (the
"Insurance Agreement") between the Company and MBIA
relating to Financial Guaranty Insurance Policy No.
XX issued by MBIA with respect to the Michigan
Strategic Fund Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Exempt Facilities
Project), Series 2004B (the "2004B Bonds") which are
issued under the Trust Indenture dated as of April 1,
2004 (the "2004B Bond Indenture") between Michigan
Strategic Fund and J. P. Morgan Trust Company,
National Association, as trustee
This bond is one of an authorized issue of bonds
of the Company, unlimited as to amount except as
provided in the Indenture hereinafter mentioned or
any indentures supplemental thereto, and is one of a
series of General and Refunding Mortgage Bonds known
as 2004 Series B, limited to an aggregate principal
amount of $31,980,000, except as otherwise provided
in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be
issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization,
improvement or analogous fund, established in
accordance with the provisions of the Indenture
hereinafter mentioned, may afford additional security
for the bonds of any particular series and except as
provided in Section 3 of Article VI of said
Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to J.P. Morgan
Trust Company, National Association, as successor in
interest to Bank One, National Association, as
Trustee, to which Indenture and all indentures
supplemental thereto (including the Supplemental
Indenture dated as of March 15, 2004) reference is
hereby made for a description of the properties and
franchises mortgaged and conveyed, the nature and
extent of the security, the terms and conditions
37
upon which the bonds are issued and under which
additional bonds may be issued, and the rights of the
holders of the bonds and of the Trustee in respect of
such security (which Indenture and all indentures
supplemental thereto, including the Supplemental
Indenture dated as of March 15, 2004, are hereinafter
collectively called the "Indenture"). As provided in
the Indenture, said bonds may be for various
principal sums and are issuable in series, which may
mature at different times, may bear interest at
different rates and may otherwise vary as in said
Indenture provided. With the consent of the Company
and to the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company
and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least
eighty-five percent (85%) in amount of the bonds then
outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are
to be affected by the action proposed to be taken,
then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to
be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's
interest therein as specified in the Indenture);
provided, however, that, without the consent of the
holder hereof, no such modification or alteration
shall, among other things, affect the terms of
payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable prior to the Release
Date upon the terms and conditions set forth in the
Indenture, including provision for redemption upon
demand of the Note Indenture Trustee following the
occurrence of an Event of Default under the Note
Indenture and the acceleration of the principal of
the Notes and including provision for redemption upon
demand of the Note Indenture Trustee in the event of
a required redemption of the Notes following a
declaration of acceleration of the 2004B Bonds and
payment by MBIA of the accelerated principal of the
2004B Bonds, such demand stating that such redemption
of the Notes is required, stating that the redemption
price thereof was not paid when due and demanding
redemption of this bond.
Under the Indenture, funds may be deposited with
the Trustee (which shall have become available for
payment), in advance of the redemption date of any of
the
38
bonds of 2004 Series B (or portions thereof), in
trust for the redemption of such bonds (or portions
thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter
be restricted exclusively to such funds for any and
all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or
portions thereof) and interest. In the event the
Company desires to provide for the payment of bonds
of 2004 Series B, in lieu of defeasing such bonds in
accordance with the Indenture, the Company shall
either redeem an equal principal amount of 2004B
Bonds or take such action as shall be required by the
2004B Bond Indenture to defease an equal principal
amount of 2004B Bonds.
In case an event of default, as defined in the
Indenture, shall occur, the principal of all the
bonds issued thereunder may become or be declared due
and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
Any amount payable by the Company in respect of
principal of bonds of 2004 Series B, whether at
maturity or prior to maturity by redemption or
otherwise, in a circumstance where there has not been
a corresponding payment of principal of 2004B Bonds
shall be applied simultaneously to the redemption or
defeasance of an equal principal amount of 2004B
Bonds in accordance with the 2004B Bond Indenture.
39
Upon payment of the principal of, or premium, if
any, or interest on, the Notes, whether at maturity
or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been
made in accordance with Article V of the Note
Indenture, bonds of 2004 Series B in a principal
amount equal to the principal amount of such Notes,
and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and
premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable
except as set forth under Section 405 of the Note
Indenture or in the supplemental indenture relating
to the Notes, or, subject to compliance with
applicable law, as may be involved in the course of
the exercise of rights and remedies consequent upon
an Event of Default under the Note Indenture. Any
such transfer shall be made by the registered holder
hereof, in person or by his attorney duly authorized
in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The
City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized
denominations for a like aggregate principal amount
will be issued to the transferee in exchange
therefor, and this bond with others in like form may
in like manner be exchanged for one or more new bonds
of the same series of other authorized denominations,
but of the same aggregate principal amount, all as
provided and upon the terms and conditions set forth
in the Indenture, and upon payment, in any event, of
the charges prescribed in the Indenture.
From and after the Release Date (as defined in
the Note Indenture), the bonds of 2004 Series B shall
be deemed fully paid, satisfied and discharged and
the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2004
Series B shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
bond of 2004 Series B to be less than the then
outstanding principal amount of the Notes.
40
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any
claim based hereon or otherwise in respect hereof or
of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any
past, present or future stockholder, director or
officer, as such, of the Company, or of any
predecessor or successor corporation, either directly
or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on
stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise howsoever; all
such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof,
expressly waived and released by every holder or
owner hereof, as more fully provided in the
Indenture.
This bond shall not be valid or become
obligatory for any purpose until J.P. Morgan Trust
Company, National Association, the Trustee under the
Indenture, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
has caused this instrument to be executed by an
authorized officer, with his manual or facsimile
signatures, and its corporate seal, or a facsimile
thereof, to be impressed or imprinted hereon and the
same to be attested by its Vice President and
Corporate Secretary or Assistant Corporate Secretary
by manual or facsimile signature.
Dated: April __, 2004
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
[SEAL]
Attest: AUTHORIZED OFFICER
41
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series
TRUSTEE'S designated therein, described in the within-mentioned
CERTIFICATE. Indenture.
J.P. Morgan Trust Company, as Trustee
By _____________________________
Authorized Officer
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF supplemental thereto have been recorded and/or filed
ORIGINAL and Certificates of Provision for Payment have been
INDENTURE. recorded as hereinafter set forth.
The Original Indenture has been recorded as a
real estate mortgage and filed as a chattel Mortgage
in the offices of the respective Registers of Deeds
of certain counties in the State of Michigan as set
forth in the Supplemental Indenture dated as of
September 1, 1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds of
Genesee County, Michigan as set forth in the
Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce
Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental thereto
SUPPLEMENTAL heretofore entered into have been Recorded as a real
INDENTURES. estate mortgage and/or filed as a chattel mortgage or
as a financing statement in the offices of the
respective Registers of Deeds of certain counties in
the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate
Commerce Commission, as set forth in supplemental
indentures as follows:
42
RECORDED
AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ---------------------- ---------------------
June 1, 1925(a)(b).................. Series B Bonds February 1, 1940
August 1, 1927(a)(b)................ Series C Bonds February 1, 1940
February 1, 1931(a)(b).............. Series D Bonds February 1, 1940
June 1, 1931(a)(b).................. Subject Properties February 1, 1940
October 1, 1932(a)(b)............... Series E Bonds February 1, 1940
September 25, 1935(a)(b)............ Series F Bonds February 1, 1940
September 1, 1936(a)(b)............. Series G Bonds February 1, 1940
November 1, 1936(a)(b).............. Subject Properties February 1, 1940
February 1, 1940(a)(b).............. Subject Properties September 1, 1947
December 1, 1940(a)(b).............. Series H Bonds and September 1, 1947
Additional Provisions
September 1, 1947(a)(b)(c).......... Series I Bonds, Subject November 15, 1951
Properties and
Additional Provisions
March 1, 1950(a)(b)(c).............. Series J Bonds and November 15, 1951
Additional Provisions
November 15, 1951(a)(b)(c).......... Series K Bonds Additional January 15, 1953
Provisions and Subject
Properties
January 15, 1953(a)(b).............. Series L Bonds May 1, 1953
May 1, 1953(a)...................... Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954(a)(c)................ Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955(a)(c).................. Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957(a)(c)............... Series P Bonds Additional June 1, 1959
Provisions and Subject
Properties
June 1, 1959(a)(c).................. Series Q Bonds and Subject December 1, 1966
Properties
December 1, 1966(a)(c).............. Series R Bonds Additional October 1, 1968
Provisions
43
and Subject Properties
October 1, 1968(a)(c)............... Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969(a)(c).............. Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)..................... Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)................ Series V and Series W Bonds June 15, 1971
June 15, 1971(c).................... Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)................ Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)................. Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974......................... Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974..................... Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975.................... Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975.................... Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................... Series EE Bonds and Subject February 1, 1976
Properties
February 1, 1976.................... Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976....................... Series GGP Nos. 1-7 Bonds July 15, 1976
and Subject Properties
July 15, 1976....................... Series HH Bonds and Subject February 15, 1977
Properties
February 15, 1977................... Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977....................... Series IIP Nos. 1-7 Bonds, June 15, 1977
Series JJP Nos. 1-7 Bonds,
Series KKP Nos. 1-7 Bonds
and Series LLP Nos. 1-7
Bonds
June 15, 1977....................... Series FFR No. 14 Bonds and July 1, 1977
Subject
44
Properties
July 1, 1977........................ Series NNP Nos. 1-7 Bonds October 1, 1977
and Subject Properties
October 1, 1977..................... Series GGP Nos. 8-22 Bonds June 1, 1978
and Series OOP Nos. 1-17
Bonds and Subject Properties
June 1, 1978........................ Series PP Bonds, Series QQP October 15, 1978
Nos. 1-9 Bonds and Subject
Properties
October 15, 1978.................... Series RR Bonds and Subject March 15, 1979
Properties
March 15, 1979...................... Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979........................ Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject Properties
September 1, 1979................... Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15 Bonds,
Series MMP No. 2 Bonds and
Series OOP No. 18 Bonds and
Subject Properties
September 15, 1979.................. Series UU Bonds January 1, 1980
January 1, 1980..................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980....................... 1980 Series B Bonds August 15, 1980
August 15, 1980..................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP Nos.
1-12 Bonds and 1980 Series
DP No. 1-11 Bonds and
Subject Properties
August 1, 1981...................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject Properties
45
November 1, 1981.................... 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982....................... Article XIV Reconfirmation August 15, 1982
August 15, 1982..................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983........................ 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984..................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and Subject
Properties
May 1, 1985......................... 1985 Series A Bonds May 15, 1985
May 15, 1985........................ 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................... Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
April 1, 1986....................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986..................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................... 1986 Series C January 31, 1987
January 31, 1987.................... 1987 Series A April 1, 1987
April 1, 1987....................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987..................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................... 1987 Series F June 15, 1989
June 15, 1989....................... 1989 Series A July 15, 1989
July 15, 1989....................... Series KKP No. 10 December 1, 1989
December 1, 1989.................... Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................... 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E and
1990 Series F
November 1, 1990.................... Series KKP No. 12 April 1, 1991
April 1, 1991....................... 1991 Series AP May 1, 1991
May 1, 1991......................... 1991 Series BP and 1991 May 15, 1991
Series CP
46
May 15, 1991........................ 1991 Series DP September 1, 1991
September 1, 1991................... 1991 Series EP November 1, 1991
November 1, 1991.................... 1991 Series FP January 15, 1992
January 15, 1992.................... 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................... 1992 Series AP April 15, 1992
April 15, 1992...................... Series KKP No. 13 July 15, 1992
July 15, 1992....................... 1992 Series CP November 30, 1992
July 31, 1992....................... 1992 Series D November 30, 1992
November 30, 1992................... 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................... Series KKP No. 14 and 1989 March 15, 1992
Series BP No. 2
January 1, 1993..................... 1993 Series C April 1, 1993
March 1, 1993....................... 1993 Series E June 30, 1993
March 15, 1993...................... 1993 Series D September 15, 1993
April 1, 1993....................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993...................... 1993 Series G and Amendment September 15, 1993
of Article II, Section 5
May 31, 1993........................ 1993 Series J September 15, 1993
September 15, 1993.................. 1993 Series K March 1, 1994
March 1, 1994....................... 1994 Series AP June 15, 1994
June 15, 1994............. 1994 Series BP December 1, 1994
August 15, 1994..................... 1994 Series C December 1, 1994
December 1, 1994.................... Series KKP No. 15 and 1994 August 1, 1995
Series DP
August 1, 1995...................... 1995 Series AP and 1995 August 1, 1999
Series DP
(a) See Supplemental Indenture dated as of July 1, 1970 for
Interstate Commerce Commission filing and recordation
information.
(b) See Supplemental Indenture dated as of May 1, 1953 for
Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for
County of Genesee, Michigan recording and filing information.
RECORDING All the bonds of Series A which were issued under the
OF Original Indenture dated as of October 1, 1924, and
CERTIFICATES of Series B, C, D, E, F, G, H, I, J, K,L, M, N, O, P,
OF Q, R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos.
PROVISION 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8,
FOR PAYMENT. KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos.
1-18, QQP Nos. 1-17, TTP
47
Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos.
1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos.
1-16, 1984 Series AP, 1984 Series BP, 1985 Series A,
1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
No. 2, 1989 Series A, 1990 Series A, 1993 Series D,
1993 Series G and 1993 Series H which were issued
under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February
1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, December 1, 1940, September 1,
1947, November 15, 1951, January 15, 1953, May 1,
1953, March 15, 1954, May 15, 1955, August 15, 1957,
December 15, 1970, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, February 1, 1976, June 15, 1976,
July 15, 1976, October 1, 1977, March 1, 1977, July
1, 1979, March 1, 1977, March 1, 1977, March 1, 1977,
September 1, 1979, July 1, 1977, July 1, 1979,
September 15, 1979, October 1, 1977, June 1, 1978,
October 1, 1977, July 1, 1979, January 1, 1980,
August 15, 1980, November 1, 1981, October 1, 1984
May 1, 1985, May 15, 1985, January 31, 1987, June 1,
1978, October 15, 1978, December 15, 1975, February
15, 1977, September 1, 1979, June 15, 1989, February
15, 1990, March 15, 1993, April 26, 1992 and
September 15, 1992 have matured or have been called
for redemption and funds sufficient for such payment
or redemption have been irrevocably deposited with
the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the
offices of the respective Registers of Deeds of
certain counties in the State of Michigan, with
respect to all bonds of Series A, B, C, D, E, F, G,
H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos.
1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No.
1, LLP No. 1 and GGP No. 8.
PART IV.
THE TRUSTEE.
TERMS AND
CONDITIONS OF
ACCEPTANCE OF
TRUST BY
TRUSTEE.
The Trustee hereby accepts the trust
hereby declared and provided, and agrees to
perform the same upon the terms and
conditions in the Original Indenture, as
amended to date and as supplemented by this
Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon
the following terms and conditions:
The Trustee shall not be responsible in
any manner whatsoever for and in
48
respect of the validity or sufficiency of
this 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.
49
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided
SECTION 318 (c) OF therein, no provision of this supplemental indenture
TRUST INDENTURE or any future supplemental indenture is intended to
ACT. modify, and the parties do hereby adopt and confirm,
the provisions of Section 318(c) of the Trust
Indenture Act which amend and supersede provisions of
the Indenture in effect prior to November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE
COUNTERPARTS. SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE
DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR
RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE
CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT
TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE
SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
50
THE DETROIT EDISON COMPANY,
By: ____________________________
Name: D. R. Murphy
Title: Assistant Treasurer
EXECUTION. Attest:
________________________________
Susan E. Riske
Title: Assistant Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
________________________________
Name: K. Hier
________________________________
Name: M. Hatsios
51
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
Acknowledgement On this 30th day of March 2004, before me, the
of Execution by subscriber, a Notary Public within and for the County
Company of Wayne, in the State of Michigan, personally
appeared D. R. Murphy, to me personally known, who,
being by me duly sworn, did say that he does business
at 2000 2nd Avenue, Detroit, Michigan 48226 and is
the Assistant Treasurer of THE DETROIT EDISON
COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he
knows the corporate seal of the said corporation and
that the seal affixed to said instrument is the
corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors
and that he subscribed his name thereto by like
authority; and said D. R. Murphy acknowledged said
instrument to be the free act and deed of said
corporation.
(Notarial Seal)
______________________
______________________ Notary
______________________
My Commission Expires
52
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,
(Corporate Seal) By: ____________________________
Name:
Title:
Attest:
Name: __________________________
Title: _________________________
Signed, sealed and delivered by
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,
in the presence of
________________________________
Name:
________________________________
Name:
53
STATE OF Michigan
SS:
County of Wayne
Acknowledgment On this _____ day of March 2004, before me, the
of Execution by subscriber, a Notary Public within and for the County
Trustee. of Wayne, in the State of Michigan, personally
appeared ________________, to me personally known,
who, being by me duly sworn, did say that his
business office is located at , and he is Vice
President of J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, one of the corporations described in and
which executed the foregoing instrument; that he
knows the corporate seal of the said corporation and
that the seal affixed to said instrument is the
corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors
and that he subscribed his name thereto by like
authority; and said ________________ acknowledged
said instrument to be the free act and deed of said
corporation.
(Notarial Seal)
_____________________________________________
Notary Public, State of Michigan
No.
County of Wayne
Commission Expires _____________
54
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE.
Affidavit as D. R. Murphy being duly sworn, says: that he is the
to Consideration Assistant Treasurer of THE DETROIT EDISON COMPANY,
and Good Faith. the Mortgagor named in the foregoing instrument, and
that he has knowledge of the facts in regard to the
making of said instrument and of the consideration
therefor; that the consideration for said instrument
was and is actual and adequate, and that the same was
given in good faith for the purposes in such
instrument set forth.
____________________________________
Name: D. R. Murphy, Assistant
Treasurer
The Detroit Edison Company
Sworn to before me this 30th day of March 2004
__________________________________________________
_____________________, Notary
_____________________
My Commission Expires:_______
(Notarial Seal)
55
This instrument was drafted by
Frances B. Rohlman, Esq.,
When recorded return to
Frances B. Rohlman, Esq.;
2000 2nd Avenue,
Detroit, Michigan 48226
56