EXHIBIT 4-240
INDENTURE
DATED AS OF JULY 1, 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 D,
AND
(B) RECORDING AND FILING DATA
TABLE OF CONTENTS*
PAGE
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PARTIES......................................................................... 1
RECITALS........................................................................ 1
Original Indenture and Supplementals........................................ 1
Issue of Bonds Under Indenture.............................................. 2
Bonds Heretofore Issued..................................................... 2
Reason for Creation of New Series........................................... 12
Bonds to be 2004 Series D................................................... 12
Further Assurance........................................................... 12
Authorization of Supplemental Indenture..................................... 13
Consideration for Supplemental Indenture.................................... 13
PART I. CREATION OF THREE HUNDRED THIRTY-EIGHTH SERIES OF
BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2004 SERIES D
Sec. 1. Terms of Bonds of 2004 Series D..................................... 13
Release............................................................. 17
Sec. 2. Redemption of Bonds of 2004 Series D................................ 17
Sec. 3. Redemption of Bonds of 2004 Series D in event of acceleration of
Notes.............................................................. 18
Sec. 4. Form of Bonds of 2004 Series D...................................... 19
Form of Trustee's Certificate....................................... 21
PART II. RECORDING AND FILING DATA.............................................. 25
Recording and Filing of Original Indenture.................................. 25
Recording and Filing of Supplemental Indentures............................. 25
Recording of Certificates of Provision for Payment.......................... 32
PART III. THE TRUSTEE........................................................... 33
Terms and Conditions of Acceptance of Trust by Trustee...................... 33
PART IV. MISCELLANEOUS.......................................................... 33
Confirmation of Section 318(c) of Trust Indenture Act....................... 33
Execution in Counterparts................................................... 33
Testimonium................................................................. 33
Execution................................................................... 35
Acknowledgment of Execution by Company...................................... 36
Execution by Trustee........................................................ 37
Acknowledgment of Execution by Trustee...................................... 38
Affidavit as to Consideration and Good Faith................................ 39
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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.
(i)
PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of July, 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 AND SUPPLEMENTALS.
WHEREAS, the Company has heretofore executed and 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, 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
1
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, August 1, 2003, and
March 15, 2004 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 UNDER INDENTURE.
WHEREAS, the Indenture provides that said bonds shall 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 ISSUED.
WHEREAS, bonds in the principal amount of Ten billion, six hundred twenty three
million six hundred twenty-seven thousand ($10,623,627,000) 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
(4) Bonds of -- Principal Amount $50,000,000,
Series D
(5) Bonds of -- Principal Amount $15,000,000,
Series E
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(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
(19) Bonds of -- Principal Amount $100,000,000,
Series AA
(20) Bonds of -- Principal Amount $50,000,000,
Series BB
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(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
(144-161) Bonds of -- Principal Amount $18,880,000,
Series OOP
Nos. 1-18
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(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
MMP No. 2
(256) Bonds of -- Principal Amount $75,000,000,
Series T
5
(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
(271) Bonds of -- Principal Amount $60,000,000,
Series Y
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(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
(286) Bonds of 1993 -- Principal Amount $50,000,000,
Series H
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(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, and
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 matured
or 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 forty-two
million seven hundred forty thousand dollars ($142,740,000)
principal amount havetofore been retired and One hundred
fourteen million one hundred ninety-two thousand dollars
($114,192,000) principal amount are outstanding at the date
hereof;
8
(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
Fifty-one million two hundred eighty-five thousand dollars
($51,285,000) principal amount have heretofore been retired and
Thirty-four million one hundred ninety thousand dollars ($34,190,000)
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), none 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), none of which are
outstanding at the date hereof;
(310) Bonds of 1993 Series IP in the principal amount of Five million eight
hundred twenty-five thousand dollars ($5,825,000), none 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;
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(312) Bonds of 1994 Series AP in the principal amount of Seven million five
hundred thirty-five thousand dollars ($7,535,000), none 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), none 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;
(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;
10
(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;
(328) Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five 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-five 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;
(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;
(333) INTENTIONALLY RESERVED FOR 1990 SERIES D;
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(334) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(335) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(336) Bonds of 2004 Series A in the principal amount of Thirty-six million
dollars ($36,000,000) all of which are outstanding at the date hereof;
and
(337) Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000) all of which are
outstanding at the date hereof; and
accordingly, the Company has issued and has presently outstanding Two
billion seven hundred thirty million one hundred thirty-seven thousand
dollars ($2,730,137,000) aggregate principal amount of its General and
Refunding Mortgage Bonds (the "Bonds") at the date hereof.
REASON FOR CREATION OF NEW SERIES.
WHEREAS, the Company intends to issue a series of Notes under the Note Indenture
herein referred to, and, pursuant to the Note Indenture, 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 2004 SERIES D.
WHEREAS, for such purpose the Company desires by this Supplemental Indenture to
create a new series of bonds, to be designated "General and Refunding Mortgage
Bonds, 2004 Series D" in the aggregate principal amount of two hundred million
dollars ($200,000,000), to be authenticated and delivered pursuant to Section 8
of Article III of the Indenture; and
FURTHER ASSURANCE.
WHEREAS, the Original Indenture, by its terms, 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
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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 OF SUPPLEMENTAL INDENTURE.
WHEREAS, the Company in the exercise of the powers and authority conferred upon
and reserved to it under and by virtue of the provisions of the Indenture, and
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 FOR SUPPLEMENTAL INDENTURE.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in
consideration of the premises and of the covenants contained in the 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-EIGHTH
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2004 SERIES D BONDS
TERMS OF BONDS OF 2004 SERIES D.
SECTION 1. The Company hereby creates the three hundred thirty-eighth
series of bonds to be issued 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 D" (elsewhere herein
referred to as the "bonds of 2004 Series D"). The aggregate principal amount of
bonds of 2004 Series D shall
13
be limited to two hundred million dollars ($200,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture with respect to
exchanges and replacements of bonds, and except further that the Company may,
without the consent of any holder of the bonds of 2004 Series D, "reopen" the
bonds of 2004 Series D so as to increase the aggregate principal amount
outstanding to equal the aggregate principal amount of Notes (as defined below)
outstanding upon a "reopening" of the series, so long as any additional bonds of
2004 Series D have the same tenor and terms as the bonds of 2004 Series D
established hereby..
Subject to the release provisions set forth below, each bond of 2004
Series D 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 2004
Series D 5.40% Senior Notes due 2014 (for purposes of this Part I, the "Notes").
The bonds of 2004 Series D shall be issued as registered bonds without
coupons in denominations of a multiple of $1,000. The bonds of 2004 Series D
shall be issued in the aggregate principal amount of $200,000,000, shall mature
on August 1, 2014 (subject to earlier redemption or release) and shall bear
interest at the rate of 5.40% per annum, payable in arrears on February 1 and
August 1 of each year (commencing February 1, 2005), 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.
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The bonds of 2004 Series D 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 D 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 D shall be dated the
date of its authentication and interest shall be payable on the principal
represented thereby from the February 1 or August 1 next preceding the date
thereof to which interest has been paid on bonds of 2004 Series D, 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 February 1, 2005, in which case interest shall be
payable from July 15, 2004.
The bonds of 2004 Series D 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 D). Until bonds of
2004 Series D 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 D in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2004 Series D,
if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2004 Series D, 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 D 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
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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 D, 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 D 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 D 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 D 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 D 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 D shall in the same manner
be exchangeable for a like aggregate principal amount of bonds of 2004 Series D
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 D
during any period of ten days next preceding any redemption date for such bonds.
Bonds of 2004 Series D, in definitive and temporary form, may bear such
legends as may be
16
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 D 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.
RELEASE.
From and after the Release Date (as defined in the Note Indenture), the
bonds of 2004 Series D 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 D 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 D to be less than the then outstanding principal amount
of the Notes.
REDEMPTION OF BONDS OF 2004 SERIES D.
SECTION 2. Bonds of 2004 Series D shall be redeemed on the respective
dates and in the respective principal amounts which correspond to the 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, the Company shall on the
same date redeem bonds of 2004 Series D in principal amounts and at redemption
prices corresponding to the Notes so redeemed. The Company agrees to give the
Trustee notice of any such redemption of bonds of 2004 Series D on the same date
as it gives notice of redemption of Notes to the Note Indenture Trustee.
17
REDEMPTION OF BONDS OF 2004 SERIES D IN EVENT OF ACCELERATION OF NOTES.
SECTION 3. In the event of an Event of Default under the Note Indenture
and the acceleration of all Notes, the bonds of 2004 Series D shall be
redeemable in whole upon receipt by the Trustee of a written demand (hereinafter
called a "Redemption Demand") from the Note Indenture Trustee stating that there
has occurred under the Note Indenture both an Event of Default and a declaration
of acceleration of payment of principal, accrued interest and premium, if any,
on the Notes, specifying the last date to which interest on the Notes has been
paid (such date being hereinafter referred to as the "Initial Interest Accrual
Date") and demanding redemption of the bonds of said series. 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") 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 D 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
18
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 OF BONDS OF 2004 SERIES D.
SECTION 4. The bonds of 2004 Series D and the form of Trustee's
Certificate to be endorsed on such bonds shall be substantially in the following
forms, respectively:
THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2004 SERIES D
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 July 15, 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.
$__________ No. ___
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
19
State of New York, the principal sum of Two Hundred Million Dollars
($200,000,000) in lawful money of the United States of America on August 1, 2014
(subject to earlier redemption or release) and interest thereon at the rate of
5.40% per annum, in like lawful money, from July 15, 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 February 1 and August 1 of each year (commencing
February 1, 2005), 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 July 15, 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 2004 Series D 5.40% Senior Notes due 2014 (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.
Reference is hereby made to such further provisions of this bond set forth
on the reverse hereof and such provisions shall for all purposes have the same
effect as though set forth in this place.
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
20
to be attested by its Vice President and Corporate Secretary or Assistant
Corporate Secretary by manual or facsimile signature.
Dated: July __, 2004
THE DETROIT EDISON COMPANY
By:
--------------------------------
Vice President and Treasurer
[SEAL]
Attest:
----------------------------
Vice President and Corporate Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S CERTIFICATE.
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION as Trustee
By
--------------------------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
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 D, limited to an aggregate principal amount
of $200,000,000, 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
21
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 July 1, 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 July 1, 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.
22
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 D (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 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.
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 D 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,
23
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 D 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 D 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 D 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.
24
PART II.
RECORDING AND FILING DATA
RECORDING AND FILING OF ORIGINAL INDENTURE.
The Original Indenture and indentures supplemental thereto have been
recorded and/or filed and Certificates of Provision for Payment have been
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 FILING OF SUPPLEMENTAL INDENTURES.
Pursuant to the terms and provisions of the Original Indenture, indentures
supplemental thereto heretofore entered into have been Recorded as a real 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:
25
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 Additional Provisions September 1, 1947
September 1, 1947(a)(b)(c)... Series I Bonds, Subject Properties and November 15, 1951
Additional Provisions
March 1, 1950(a)(b)(c)....... Series J Bonds and Additional Provisions November 15, 1951
November 15, 1951(a)(b)(c)... Series K Bonds Additional Provisions and Subject January 15, 1953
Properties
January 15, 1953(a)(b)....... Series L Bonds May 1, 1953
May 1, 1953(a)............... Series M Bonds and Subject Properties March 15, 1954
March 15, 1954(a)(c)......... Series N Bonds and Subject Properties May 15, 1955
May 15, 1955(a)(c)........... Series O Bonds and Subject Properties August 15, 1957
August 15, 1957(a)(c)........ Series P Bonds Additional Provisions and Subject June 1, 1959
Properties
June 1, 1959(a)(c)........... Series Q Bonds and Subject Properties December 1, 1966
26
RECORDED
AND/OR
FILED AS SET
FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ----------------------------- ------------------------------------------------ ---------------------
December 1, 1966(a)(c)....... Series R Bonds Additional Provisions and Subject October 1, 1968
Properties
October 1, 1968(a)(c)........ Series S Bonds and Subject Properties December 1, 1969
December 1, 1969(a)(c)....... Series T Bonds and Subject Properties July 1, 1970
July 1, 1970(c).............. Series U Bonds and Subject Properties December 15, 1970
December 15, 1970(c)......... Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............. Series X Bonds and Subject Properties November 15, 1971
November 15, 1971(c)......... Series Y Bonds and Subject Properties January 15, 1973
January 15, 1973(c).......... Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974.................. Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974.............. Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975............. Series CC Bonds and Subject Properties November 1, 1975
November 1, 1975............. Series DDP Nos. 1-9 Bonds and Subject Properties December 15, 1975
December 15, 1975............ Series EE Bonds and Subject Properties February 1, 1976
February 1, 1976............. Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976................ Series GGP Nos. 1-7 Bonds and Subject Properties July 15, 1976
27
RECORDED
AND/OR
FILED AS SET
FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ----------------------------- ------------------------------------------------ ---------------------
July 15, 1976................ Series HH Bonds and Subject Properties February 15, 1977
February 15, 1977............ Series MMP Bonds and Subject Properties March 1, 1977
March 1, 1977................ Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 June 15, 1977
Bonds, Series KKP Nos. 1-7 Bonds and Series LLP
Nos. 1-7 Bonds
June 15, 1977................ Series FFR No. 14 Bonds and Subject Properties July 1, 1977
July 1, 1977................. Series NNP Nos. 1-7 Bonds and Subject Properties October 1, 1977
October 1, 1977.............. Series GGP Nos. 8-22 Bonds and Series OOP Nos. June 1, 1978
1-17 Bonds and Subject Properties
June 1, 1978................. Series PP Bonds, Series QQP Nos. 1-9 Bonds and October 15, 1978
Subject Properties
October 15, 1978............. Series RR Bonds and Subject Properties March 15, 1979
March 15, 1979............... Series SS Bonds and Subject Properties July 1, 1979
July 1, 1979................. Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 September 1, 1979
Bonds and Series TTP Nos. 1-15 Bonds and Subject
Properties
28
RECORDED
AND/OR
FILED AS SET
FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------
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. November 1, 1981
13-25 Bonds and Subject
Properties
November 1, 1981............... 1981 Series AP Nos. June 30, 1982
1-12 Bonds
June 30, 1982.................. Article XIV August 15, 1982
Reconfirmation
August 15, 1982................ 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983................... 1981 Series AP Nos. October 1, 1984
15-16 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
29
RECORDED
AND/OR
FILED AS SET
FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------
May 15, 1985................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985............... Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
April 1, 1986.................. 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986................ 1986 Series B and November 30, 1986
Subject 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 February 15, 1990
1989 Series BP
February 15, 1990.............. 1990 Series A, 1990 November 1, 1990
Series 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
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
30
RECORDED
AND/OR
FILED AS SET
FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------
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 March 15, 1992
1989 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 September 15, 1993
Amendment 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 August 1, 1995
1994 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.
31
RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.
All the bonds of Series A which were issued under the Original Indenture dated
as of October 1, 1924, and of Series B, C, D, E, F, G, H, I, J, K, L, M, N, O,
P, Q, R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH,
IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP
Nos. 1-18, QQP Nos. 1-17, TTP 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.
32
PART III.
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
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.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF SECTION 318 (c) OF TRUST INDENTURE ACT.
Except to the extent specifically provided therein, no provision of this
supplemental indenture or any future supplemental indenture is intended to
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 COUNTERPARTS.
THIS SUPPLEMENTAL INDENTURE MAY BE 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
33
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.
34
THE DETROIT EDISON COMPANY,
By: /s/ N.A. Khouri
-----------------------------------------
Name: N.A. Khouri
Title: Vice President and Treasurer
EXECUTION. Attest:
By: /s/ Susan M. Beale
-----------------------------------------
Name: Susan M. Beale
Title: Vice President and Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
/s/ K. Hier
- --------------------------------------------
Name: K. Hier
/s/ Timothy Maloche
- --------------------------------------------
Name: Timothy Maloche
35
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
Acknowledgement of Execution by Company
On this 12th day of July 2004, before me, the subscriber, a Notary Public within
and for the County of Wayne, in the State of Michigan, personally appeared N.A.
Khouri, 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 Vice
President and 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
N.A. Khouri acknowledged said instrument to be the free act and deed of said
corporation.
(Notarial Seal)
/s/ Jennifer Evans
- ----------------------------------------
Jennifer Evans
Notary Public Wayne County, Michigan
My Commission Expires: December 28, 2004
36
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,
(Corporate Seal) By: /s/ John M. Banas
---------------------------------
Name: John M. Banas
Title: Vice President
Attest: /s/ Alexis M. Johnson
-----------------------------------
By: Alexis M. Johnson
Title: Authorized Officer
Signed, sealed and delivered by
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,
in the presence of
/s/ Kathleen Hier
- ------------------------------------------
Name: Kathleen Hier
/s/ Timothy Maloche
- ------------------------------------------
Name: Timothy Maloche
37
STATE OF Michigan
SS:
County of Wayne
Acknowledgment of Execution by Trustee.
On this 12th day of July 2004, before me, the subscriber, a Notary Public within
and for the County of Wayne, in the State of Michigan, personally appeared John
M. Banas, to me personally known, who, being by me duly sworn, did say that his
business office is located at 611 Woodward Avenue, Detroit, Michigan 48226, 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 he acknowledged said instrument to be the free act and deed
of said corporation.
(Notarial Seal)
/s/ Jennifer Evans
- ----------------------------------------
Jennifer Evans
Notary Public Wayne County, Michigan
My Commission Expires: December 28, 2004
38
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE.
Affidavit as to Consideration and Good Faith.
N.A. Khouri being duly sworn, says that he is the Vice President and Treasurer
of THE DETROIT EDISON COMPANY, 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.
/s/ N.A. Khouri
-----------------------------------
Name: N.A. Khouri
Title: Vice President and Treasurer
The Detroit Edison Company
Sworn to before me this 12th day of July, 2004
/s/ Jennifer Evans
- ----------------------------------------
Jennifer Evans
Notary Public Wayne County, Michigan
My Commission Expires: December 28, 2004
39
This instrument was drafted by
Teresa M. Sebastian, Esq.,
When recorded return to
Jennifer Evans, Sr. Legal Assistant
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226