EXHIBIT 4.2
INDENTURE
DATED AS OF FEBRUARY 1, 2005
---------------
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,
2005 SERIES A,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES B,
AND
(C) RECORDING AND FILING DATA
TABLE OF CONTENTS*
PAGE
----
PARTIES......................................................................................... 1
Original Indenture and Supplementals................................................... 1
Issue of Bonds Under Indenture......................................................... 2
Bonds Heretofore Issued................................................................ 2
Reason for Creation of New Series...................................................... 9
Bonds to be 2005 Series A and 2005 Series B............................................ 9
Further Assurance...................................................................... 9
Authorization of Supplemental Indenture................................................ 10
Consideration for Supplemental Indenture............................................... 10
PART I. CREATION OF THREE HUNDRED THIRTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING 10
MORTGAGE BONDS, 2005 Series A...................................................................
Sec. 1. Terms of Bonds of 2005 Series A.............................................. 10
Release...................................................................... 14
Sec. 2. Redemption of Bonds of 2005 Series A......................................... 14
Sec. 3. Redemption of Bonds of 2005 Series A in event of acceleration of Notes....... 14
Sec. 4. Form of Bonds of 2005 Series A............................................... 15
Form of Trustee's Certificate................................................ 17
PART II. CREATION OF THREE HUNDRED FORTIETH SERIES OF BONDS. GENERAL AND REFUNDING 20
MORTGAGE BONDS, 2005 Series B...................................................................
Sec. 1. Terms of Bonds of 2005 Series B.............................................. 20
Release...................................................................... 23
Sec. 2. Redemption of Bonds of 2005 Series B......................................... 23
Sec. 3. Redemption of Bonds of 2005 Series B in event of acceleration of Notes....... 24
Sec. 4. Form of Bonds of 2005 Series B............................................... 25
Form of Trustee's Certificate................................................ 27
PART III. RECORDING AND FILING DATA............................................................. 30
Recording and Filing of Original Indenture............................................. 30
Recording and Filing of Supplemental Indentures........................................ 30
Recording of Certificates of Provision for Payment..................................... 35
PART IV. THE TRUSTEE............................................................................ 36
Terms and Conditions of Acceptance of Trust by Trustee................................. 36
PART V. MISCELLANEOUS........................................................................... 36
Confirmation of Section 318(c) of Trust Indenture Act.................................. 36
Execution in Counterparts.............................................................. 36
Testimonium............................................................................ 36
Execution by The Detroit Edison Company................................................ 37
Acknowledgment of Execution by Company................................................. 38
Execution by Trustee................................................................... 39
Acknowledgment of Execution by Trustee................................................. 40
Affidavit as to Consideration and Good Faith........................................... 41
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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 February, in the year 2005,
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 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,
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March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17,
2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004 and
July 1, 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 eight hundred twenty-three
million six hundred twenty-seven thousand ($10,823,627,000) have heretofore been
issued under the Indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
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(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
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(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP
Nos. 1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP
Nos. 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and -- Principal Amount $5,430,000,
MMP No. 2
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
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(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
(282) Bonds of 1990 Series A -- Principal Amount $194,649,000,
(283) Bonds of 1993 Series G -- Principal Amount $225,000,000,
(284) Bonds of 1993 Series K -- Principal Amount $160,000,000,
(285) Bonds of 1991 Series EP -- Principal Amount $41,480,000,
(286) Bonds of 1993 Series H -- Principal Amount $50,000,000,
(287) Bonds of 1999 Series D -- Principal Amount $40,000,000,
(288) Bonds of 1991 Series FP -- Principal Amount $98,375,000,
(289) Bonds of 1992 Series BP -- Principal Amount $20,975,000,
(290) Bonds of 1992 Series D -- Principal Amount $300,000,000,
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(291) Bonds of 1992 Series CP -- Principal Amount $35,000,000,
(292) Bonds of 1993 Series C -- Principal Amount $225,000,000,
(293) Bonds of 1993 Series E -- Principal Amount $400,000,000,
(294) Bonds of 1993 Series J -- Principal Amount $300,000,000,
(295-300) Bonds of Series KKP Nos. 10-15 -- Principal Amount $179,590,000,
(301) Bonds of 1989 Series BP No. 2 -- Principal Amount $36,000,000,
(302) Bonds of 1993 Series FP -- Principal Amount $5,685,000,
(303) Bonds of 1993 Series IP -- Principal Amount $5,825,000,
(304) Bonds of 1994 Series AP -- Principal Amount $7,535,000,
and
(305) Bonds of 1994 Series BP -- Principal Amount $12,935,000,
(306) Bonds of 1994 Series DP -- Principal Amount $23,700,000,
and
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;
(307) 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;
(308) 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;
(309) 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
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outstanding at the date hereof;
(310) 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;
(311) 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;
(312) 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;
(313) 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;
(314) 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;
(315) 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;
(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
7
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;
(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;
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(333) INTENTIONALLY RESERVED FOR 1990 SERIES D;
(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;
(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
(338) Bonds of 2004 Series D in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at
the date hereof; and
accordingly, the Company has issued and has presently
outstanding Two billion eight hundred nineteen million two
hundred twenty-two thousand dollars ($2,819,222,000) 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 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 2005 SERIES A AND 2005 SERIES B.
WHEREAS, for such purpose the Company desires by this Supplemental Indenture to
create two new series of bonds, to be designated "General and Refunding Mortgage
Bonds, 2005 Series A" in the aggregate principal amount of two hundred million
dollars ($200,000,000) and "General and Refunding Mortgage Bonds, 2005 Series B"
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,
9
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 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-NINTH
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES A BONDS
TERMS OF BONDS OF 2005 SERIES A.
SECTION 1. The Company hereby creates the three hundred thirty-ninth 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
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the bonds of all other series, by the title "General and Refunding Mortgage
Bonds, 2005 Series A" (elsewhere herein referred to as the "bonds of 2005 Series
A"). The aggregate principal amount of bonds of 2005 Series A shall 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 2005 Series A, "reopen" the bonds of 2005
Series A 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 2005 Series A have
the same tenor and terms as the bonds of 2005 Series A established hereby.
Subject to the release provisions set forth below, each bond of 2005 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 2005 Series A 4.80% Senior Notes due
2015 (for purposes of this Part I, the "4.80% Notes").
The bonds of 2005 Series A shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2005 Series A shall be
issued in the aggregate principal amount of $200,000,000, shall mature on
February 15, 2015 (subject to earlier redemption or release) and shall bear
interest at the rate of 4.80% per annum, payable semi-annually in arrears on
February 15 and August 15 of each year (commencing August 15, 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. The bonds of 2005 Series A shall
bear additional interest ("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7, 2005, among the Company
and the other parties named therein upon the occurrence of any Registration
Default (as defined therein). Additional Interest shall be payable on the
applicable interest payment dates to the same persons and in the same manner as
provided herein for payments of ordinary interest.
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The bonds of 2005 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 2005 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 2005 Series A shall be dated the date of
its authentication and interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding the date thereof to
which interest has been paid on bonds of 2005 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 August 15, 2005, in which case interest shall be
payable from February 7, 2005.
The bonds of 2005 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 2005 Series A). Until bonds of
2005 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 2005 Series A in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2005 Series A,
if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2005 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 2005 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 2005 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
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defaulted interest may be paid to the registered holder of that bond (or any
bond or bonds of 2005 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 2005 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 2005 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.
Bonds of 2005 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 4.80% 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 2005 Series A shall in the same manner
be exchangeable for a like aggregate principal amount of bonds of 2005 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 2005 Series A
during any period of ten (10) days next preceding any redemption date for such
bonds.
Bonds of 2005 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 4.80%
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 2005 Series A in a principal amount
equal to the principal amount of such 4.80% 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.
13
RELEASE.
From and after the Release Date (as defined in the Note Indenture), the bonds of
2005 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 2005 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 2005 Series A to be less than the then outstanding principal amount of the
4.80% Notes.
REDEMPTION OF BONDS OF 2005 SERIES A.
SECTION 2. Bonds of 2005 Series A 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 4.80% Notes.
In the event the Company elects to redeem any 4.80% Notes prior to maturity in
accordance with the provisions of the Note Indenture, the Company shall give the
Trustee notice of redemption of bonds of 2005 Series A on the same date as it
gives notice of redemption of 4.80% Notes to the Note Indenture Trustee.
REDEMPTION OF BONDS OF 2005 SERIES A 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 4.80% Notes, the bonds of 2005 Series A 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 4.80% Notes, specifying the last date to which interest on the 4.80% 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 (5) 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 (10) 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,
14
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 (10) nor less than five (5) days prior to the Demand Redemption Date.
Each bond of 2005 Series A shall be redeemed by the Company on the Demand
Redemption Date therefor 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
4.80% 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 2005 SERIES A.
SECTION 4. The bonds of 2005 Series A 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
2005 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 February 1, 2005, between
The Detroit Edison Company and J.P. Morgan Trust Company, National Association,
as Note Indenture
15
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. R-
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 Indenture 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 ________ Dollars ($_________) in
lawful money of the United States of America on February 15, 2015 (subject to
earlier redemption or release) and interest thereon at the rate of 4.80% per
annum, in like lawful money, from February 7, 2005, 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 15 and August 15 of each year (commencing August
15, 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.
This bond shall bear additional interest ("Additional Interest") pursuant to
that certain Registration Rights Agreement, dated as of February 7, 2005, among
the Company and the other parties named therein upon the occurrence of any
Registration Default (as defined therein). Additional Interest shall be payable
on the applicable interest payment dates to the same persons and in the same
manner as provided herein and in the Indenture for payments of ordinary
interest.
Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of February 1, 2005 (hereinafter called the "Note
Indenture"), between the Company and J.P. Morgan Trust Company, National
Association, as trustee (hereinafter called the "Note Indenture Trustee"), the
Company has issued its 2005 Series A 4.80% Senior Notes due 2015 (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
16
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 to be attested by its Vice President and Corporate Secretary or
Assistant Corporate Secretary by manual or facsimile signature.
Dated: _____________
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
------------------------
[SEAL]
Attest: AUTHORIZED OFFICER
[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 2005 Series A, 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
17
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 February 1, 2005) 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 February 1, 2005, 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.
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 2005 Series A (or portions
18
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 2005 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
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
19
bonds of 2005 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 2005 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 2005 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.
PART II.
CREATION OF THREE HUNDRED FORTIETH
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES B BONDS
TERMS OF BONDS OF 2005 SERIES B.
SECTION 1. The Company hereby creates the three hundred fortieth 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, 2005 Series B" (elsewhere herein referred to as the
"bonds of 2005 Series B"). The aggregate principal amount of bonds of 2005
Series B shall 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 2005 Series B,
"reopen" the bonds of 2005 Series B 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 2005 Series B have the 2005 Series B. same tenor and terms as the bonds
of 2005 Series B established hereby.
20
Subject to the release provisions set forth below, each bond of 2005 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 2005 Series B 5.45% Senior Notes due
2035 (for purposes of this Part II, the "5.45% Notes").
The bonds of 2005 Series B shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2005 Series B shall be
issued in the aggregate principal amount of $200,000,000, shall mature on
February 15, 2035 (subject to earlier redemption or release) and shall bear
interest at the rate of 5.45% per annum, payable semi-annually in arrears on
February 15 and August 15 of each year (commencing August 15, 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. The bonds of 2005 Series B shall
bear additional interest ("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7, 2005, among the Company
and the other parties named therein upon the occurrence of any Registration
Default (as defined therein). Additional Interest shall be payable on the
applicable interest payment dates to the same persons and in the same manner as
provided herein for payments of ordinary interest.
The bonds of 2005 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 2005 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.
Except as provided herein, each bond of 2005 Series B shall be dated the date of
its authentication and interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding the date thereof to
which interest has been paid on bonds of 2005 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 August 15, 2005, in which case interest shall be
payable from February 7, 2005.
21
The bonds of 2005 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 2005 Series B). Until bonds of
2005 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 2005 Series B in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2005 Series B,
if any, may be printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2005 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 2005 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 2005 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 2005
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 2005 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
2005 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 2005 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 5.45% 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
22
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 2005 Series B shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 2005 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 2005 Series B
during any period of ten (10) days next preceding any redemption date for such
bonds.
Bonds of 2005 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 5.45%
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 2005 Series B in a principal amount
equal to the principal amount of such 5.45% 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
2005 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 2005 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 2005 Series B to be less than the then outstanding principal amount of the
5.45% Notes.
REDEMPTION OF BONDS OF 2005 SERIES B.
SECTION 2. Bonds of 2005 Series B 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 5.45% Notes.
In the event the Company elects to redeem any 5.45% Notes prior to maturity in
accordance with the provisions of the Note Indenture, the
23
Company shall give the Trustee notice of redemption of bonds of 2005 Series B on
the same date as it gives notice of redemption of 5.45% Notes to the Note
Indenture Trustee.
REDEMPTION OF BONDS OF 2005 SERIES B 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 5.45% Notes, the bonds of 2005 Series B 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 5.45% Notes, specifying the last date to which interest on the 5.45% 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 (5) 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 (10) 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 (10)
nor less than five (5) days prior to the Demand Redemption Date.
Each bond of 2005 Series B shall be redeemed by the Company on the Demand
Redemption Date therefor 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
5.45% 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
24
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 2005 SERIES B.
SECTION 4. The bonds of 2005 Series B 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
2005 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 February 1, 2005, between
The Detroit Edison Company and J.P. Morgan Trust Company, National Association,
as Note Indenture 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. R-
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 Indenture 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 _________ Dollars ($________) in
lawful money of the United States of America on February 15, 2035 (subject to
earlier redemption or release) and interest thereon at the rate of 5.45% per
annum, in like lawful money, from February 7, 2005, 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 15 and August 15 of each year (commencing August
15, 2005), until the Company's obligation with respect to
25
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.
This bond shall bear additional interest ("Additional Interest") pursuant to
that certain Registration Rights Agreement, dated as of February 7, 2005, among
the Company and the other parties named therein upon the occurrence of any
Registration Default (as defined therein). Additional Interest shall be payable
on the applicable interest payment dates to the same persons and in the same
manner as provided herein and in the Indenture for payments of ordinary
interest.
Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and as
further supplemented as of February 1, 2005 (hereinafter called the "Note
Indenture"), between the Company and J.P. Morgan Trust Company, National
Association, as trustee (hereinafter called the "Note Indenture Trustee"), the
Company has issued its 2005 Series B 5.45% Senior Notes due 2035 (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 to be attested by its Vice President and Corporate Secretary or
Assistant Corporate Secretary by manual or facsimile signature.
Dated: _____________
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
--------------------------
[SEAL]
26
Attest: AUTHORIZED OFFICER
[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 2005 Series B, 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 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 February 1, 2005)
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 February 1, 2005, 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
27
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.
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 2005 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 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 2005 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
28
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
2005 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 2005 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
2005 Series B 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.
29
PART III.
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:
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN 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
30
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- ------------------------------------- ----------------------
February 1, 1940(a)(b)......... Subject Properties September 1, 1947
December 1, 1940(a)(b)......... Series H Bonds and Additional September 1, 1947
Provisions
September 1, 1947(a)(b)(c)..... Series I Bonds, Subject Properties November 15, 1951
and Additional Provisions
March 1, 1950(a)(b)(c)......... Series J Bonds and Additional November 15, 1951
Provisions
November 15, 1951(a)(b)(c)..... Series K Bonds Additional Provisions January 15, 1953
and Subject 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 June 1, 1959
and Subject Properties
June 1, 1959(a)(c)............. Series Q Bonds and Subject Properties December 1, 1966
December 1, 1966(a)(c)......... Series R Bonds Additional Provisions October 1, 1968
and Subject 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
31
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- ------------------------------------- ----------------------
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 and December 15, 1975
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 and July 15, 1976
Subject Properties
July 15, 1976.................. Series HH Bonds and Subject February 15, 1977
Properties
February 15, 1977.............. Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977.................. Series IIP Nos. 1-7 Bonds, Series June 15, 1977
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 Subject July 1, 1977
Properties
July 1, 1977................... Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977................ Series GGP Nos. 8-22 Bonds and June 1, 1978
Series OOP Nos. 1-17 Bonds and
Subject Properties
June 1, 1978................... Series PP Bonds, Series QQP Nos. 1-9 October 15, 1978
Bonds and Subject Properties
October 15, 1978............... Series RR Bonds and Subject March 15, 1979
Properties
32
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- ------------------------------------- ----------------------
March 15, 1979................. Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979................... Series IIP Nos. 8-22 Bonds, Series September 1, 1979
NNP Nos. 8-21 Bonds and Series TTP
Nos. 1-15 Bonds and Subject
Properties
September 1, 1979.............. Series JJP No. 8 Bonds, Series KKP September 15, 1979
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 Subject April 1, 1980
Properties
April 1, 1980.................. 1980 Series B Bonds August 15, 1980
August 15, 1980................ Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
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 Bonds and November 1, 1981
Subject Properties
November 1, 1981............... 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982.................. Article XIV Reconfirmation August 15, 1982
August 15, 1982................ 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
June 1, 1983................... 1981 Series AP Nos. 15-16 and October 1, 1984
Subject Properties
October 1, 1984................ 1984 Series AP and 1984 Series BP May 1, 1985
Bonds and Subject Properties
May 1, 1985.................... 1985 Series A Bonds May 15, 1985
May 15, 1985................... 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985............... Series KKP No. 9 Bonds and Subject April 1, 1986
Properties
April 1, 1986.................. 1986 Series A and Subject Properties August 15, 1986
33
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- ------------------------------------- ----------------------
August 15, 1986................ 1986 Series B and Subject Properties November 30, 1986
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 Series C August 15, 1987
August 15, 1987................ 1987 Series D and 1987 Series E and November 30, 1987
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 Series BP February 15, 1990
February 15, 1990.............. 1990 Series A, 1990 Series B, 1990 November 1, 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 Series CP May 15, 1991
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 Series D March 15, 1993
December 15, 1992.............. Series KKP No. 14 and 1989 Series BP March 15, 1992
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 Series IP September 15, 1993
April 26, 1993................. 1993 Series G and Amendment of September 15, 1993
Article II, Section 5
34
RECORDED
AND/OR FILED AS SET
SUPPLEMENTAL PURPOSE OF FORTH IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- ------------------------------------- ----------------------
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 Series DP August 1, 1995
August 1, 1995................. 1995 Series AP and 1995 Series DP August 1, 1999
(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 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
35
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 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 V.
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 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.
36
THE DETROIT EDISON COMPANY,
(Corporate Seal) By: _______________________________
Paul A. Stadnikia
Assistant Treasurer
EXECUTION
Attest:
By: ________________________________
Susan E. Riske
Assistant Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
____________________________________
Stephanie V. Washio
____________________________________
Timothy J. Maloche
37
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
Acknowledgement of Execution by Company.
On this 1st day of February 2005, before me, the subscriber, a Notary Public
within and for the County of Wayne, in the State of Michigan, acting in the
County of Wayne, personally appeared Paul A. Stadnikia, 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 Paul A. Stadnikia acknowledged said instrument to be
the free act and deed of said corporation.
(Notarial Seal) ________________________________________
Notary Public, State of Michigan
County of Wayne
My Commission Expires December 28, 2010
Acting in the County of Wayne
38
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:
39
STATE OF Michigan
SS:
County of Wayne
Acknowledgment of Execution by Trustee.
On this _____ day of __________ 2005, before me, the subscriber, a Notary Public
within and for the County 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 611 Woodward Avenue, Detroit,
Michigan 48226, and he is ___________________ 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 _____________
Acting in the County of _______________
40
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE.
Affidavit as to Consideration and Good Faith.
Paul A. Stadnikia being duly sworn, says that he is the Assistant 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.
________________________________
Paul A. Stadnikia
Assistant Treasurer
The Detroit Edison Company
Sworn to before me this 1st day of February, 2005
___________________________________
(Notarial Seal) Notary Public, State of Michigan
County of Wayne
My Commission Expires December 28, 2010
Acting in the County of Wayne
41
This instrument was drafted by
Teresa M. Sebastian, Esq.,
When recorded return to
Jennifer Evans
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
42