Exhibit 4.2
INDENTURE
DATED AS OF SEPTEMBER 15, 2005
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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
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES C,
AND
(B) RECORDING AND FILING DATA
1
TABLE OF CONTENTS*
PAGE
----
PARTIES............................................................................. 3
RECITALS............................................................................ 3
Original Indenture and Supplementals............................................. 3
Issue of Bonds Under Indenture................................................... 3
Bonds Heretofore Issued.......................................................... 4
Reason for Creation of New Series................................................ 10
Bonds to be 2005 Series C........................................................ 10
Further Assurance................................................................ 10
Authorization of Supplemental Indenture.......................................... 11
Consideration for Supplemental Indenture......................................... 11
PART I. CREATION OF THREE HUNDRED FORTY-FOURTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2005 SERIES C..................................... 11
Sec. 1. Terms of Bonds of 2005 Series C.......................................... 11
Sec. 2. Release.................................................................. 13
Sec. 3. Redemption of Bonds of 2005 Series C..................................... 14
Sec. 4. Redemption of Bonds of 2005 Series C in Event of Acceleration of Notes... 14
Sec. 5. Form of Bonds of 2005 Series C........................................... 15
Form of Trustee's Certificate............................................ 16
Form of Reverse of Bond.................................................. 17
PART II. RECORDING AND FILING DATA.................................................. 19
Recording and Filing of Original Indenture....................................... 19
Recording and Filing of Supplemental Indentures.................................. 19
Recording and Filing of Supplemental Indenture Dated as of February 1, 2005...... 23
Recording of Certificates of Provision for Payment............................... 24
PART III. THE TRUSTEE............................................................... 25
Terms and Conditions of Acceptance of Trust by Trustee........................... 25
PART IV. MISCELLANEOUS.............................................................. 25
Confirmation of Section 318(c) of Trust Indenture Act............................ 25
Execution in Counterparts........................................................ 25
Testimonium...................................................................... 25
Execution by Company............................................................. 26
Acknowledgment of Execution by Company........................................... 27
Execution by Trustee............................................................. 28
Acknowledgment of Execution by Trustee........................................... 29
Affidavit as to Consideration and Good Faith..................................... 30
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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.
2
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 15th
day of September, 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 WHEREAS, the Company has heretofore executed
SUPPLEMENTALS. 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, 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, July 1, 2004, February 1,
2005, April 1, 2005 and August 1, 2005
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 WHEREAS, the Indenture provides that said bonds
INDENTURE. 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
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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
Eleven billion seven hundred forty-two million
five hundred seventy-three thousand dollars
($11,742,573,000) 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,
(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,
4
(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,
(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 MMP No. 2 -- Principal Amount $5,430,000,
(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,
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(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,
(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 1990 Series D -- Principal Amount $0,
(284) Bonds of 1993 Series G -- Principal Amount $225,000,000,
(285) Bonds of 1993 Series K -- Principal Amount $160,000,000,
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(286) Bonds of 1991 Series EP -- Principal Amount $41,480,000,
(287) Bonds of 1993 Series H -- Principal Amount $50,000,000,
(288) Bonds of 1999 Series D -- Principal Amount $40,000,000,
(289) Bonds of 1991 Series FP -- Principal Amount $98,375,000,
(290) Bonds of 1992 Series BP -- Principal Amount $20,975,000,
(291) Bonds of 1992 Series D -- Principal Amount $300,000,000,
(292) Bonds of 1992 Series CP -- Principal Amount $35,000,000,
(293) Bonds of 1993 Series C -- Principal Amount $225,000,000,
(294) Bonds of 1993 Series E -- Principal Amount $400,000,000,
(295) Bonds of 1993 Series J -- Principal Amount $300,000,000,
(296-301) Bonds of Series KP Nos. 10-15 -- Principal Amount $179,590,000,
(302) Bonds of 1989 Series BP No. 2 -- Principal Amount $36,000,000,
(303) Bonds of 1993 Series FP -- Principal Amount $5,685,000,
(304) Bonds of 1993 Series IP -- Principal Amount $5,825,000,
(305) Bonds of 1994 Series AP -- Principal Amount $7,535,000,
(306) Bonds of 1994 Series BP -- Principal Amount $12,935,000,
(307) Bonds of 1994 Series DP -- Principal Amount $23,700,000,
(308) Bonds of 1994 Series C -- Principal Amount $200,000,000,
(309) Bonds of 2000 Series A -- Principal Amount $220,000,000, and
(310) Bonds of 2005 Series A -- Principal Amount $200,000,000;
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;
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(311) 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 fifty-two million two hundred
fifty-six thousand dollars ($152,256,000)
principal amount have heretofore been retired
and One hundred and four million six hundred
seventy-six thousand dollars ($104,676,000)
principal amount are outstanding at the date
hereof;
(312) 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-four million seven hundred and four
thousand dollars ($54,704,000) principal amount
have heretofore been retired and Thirty million
seven hundred seventy-one thousand dollars
($30,771,000) principal amount are outstanding
at the date hereof;
(313) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(314) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(315) Bonds of 1991 Series AP in the principal amount
of Thirty-two million three hundred
seventy-five thousand dollars ($32,375,000),
all of which are outstanding at the date
hereof;
(316) 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;
(317) 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;
(318) 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;
(319) 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;
(320) 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;
(321) 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;
(322) 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;
(323) 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;
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(324) 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;
(325) 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;
(326) 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;
(327) 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;
(328) 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;
(329) 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;
(330) 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;
(331) 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;
(332) 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;
(333) 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;
(334) 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;
(335) 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;
(336) 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;
(337) 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;
(338) 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;
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(339) 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;
(340) Bonds of 2005 Series B in the principal amount
of Two hundred million dollars ($200,000,000),
of which One hundred ninety-nine million seven
hundred seventy-one thousand dollars
($199,771,000) principal amount have heretofore
been retired and Two hundred twenty-nine
thousand dollars ($229,000) principal amount
are outstanding at the date hereof;
(341) Bonds of 2005 Series AR in the principal amount
of Two hundred million dollars ($200,000,000),
all of which are outstanding at the date
hereof;
(342) Bonds of 2005 Series BR in the principal amount
of One hundred ninety-nine million seven
hundred seventy-one thousand dollars
($199,771,000), all of which are outstanding at
the date hereof; and
(343) Bonds of 2005 Series DT in the principal amount
of One hundred nineteen million one hundred
seventy-five thousand dollars ($119,175,000),
all of which are outstanding at the date
hereof;
accordingly, the Company has issued and has
presently outstanding Three billion one hundred
forty-nine million three hundred fifty-seven
thousand dollars ($3,149,357,000) aggregate
principal amount of its General and Refunding
Mortgage Bonds (the "Bonds") at the date
hereof.
REASON FOR CREATION OF NEW WHEREAS, the Company intends to issue a series
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 C. WHEREAS, for such purpose the Company desires
by this Supplemental Indenture to create a new
series of bonds, to be designated "General and
Refunding Mortgage Bonds, 2005 Series C," in
the aggregate principal amount of one hundred
million dollars ($100,000,000), to be
authenticated and delivered pursuant to Section
8 of Article III of the Indenture; and
FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms,
includes in the property subject to the lien
thereof all of the estates and properties,
real, personal and mixed, rights, privileges
and franchises of every nature and kind and
wheresoever situate, then or thereafter owned
or possessed by or belonging to the Company or
to which it was then or at any time thereafter
might be entitled in law or in equity (saving
and excepting, however, the property therein
specifically excepted or released from the lien
thereof), and the Company therein covenanted
that it would, upon reasonable request, execute
and deliver such further instruments as may be
necessary or proper for the better assuring and
confirming unto the 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
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AUTHORIZATION OF WHEREAS, the Company in the exercise of the
SUPPLEMENTAL INDENTURE. 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 NOW, THEREFORE, THIS INDENTURE WITNESSETH: That
INDENTURE. 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 FORTY-FOURTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES C
TERMS OF BONDS OF SECTION 1. The Company hereby creates the three
2005 SERIES C. hundred forty-fourth 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 C" (elsewhere herein referred to as the
"bonds of 2005 Series C"). The aggregate
principal amount of bonds of 2005 Series C
shall be limited to one hundred million dollars
($100,000,000), except as provided in Sections
7 and 13 of Article II of the Original
Indenture with respect to exchanges and
replacements of bonds.
Subject to the release provisions set forth
below, each bond of 2005 Series C 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, as
supplemented (the "Note Indenture"), between
the Note Indenture Trustee and the Company, to
secure payment of the Company's 2005 Series C
5.19% Senior Notes due October 1, 2023 (for
purposes of this Part I, the "5.19% Notes").
The bonds of 2005 Series C shall be issued as
registered bonds without coupons in
denominations of a multiple of $1,000. The
bonds of 2005 Series C shall be issued in the
aggregate principal amount of $100,000,000,
shall mature on October 1, 2023 (subject to
earlier redemption or release) and shall
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bear interest at the rate of 5.19% per annum,
payable semi-annually in arrears on April 1 and
October 1 of each year (commencing April 1,
2006), 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. In
addition to the payment of principal and
interest as provided herein, in the event any
Make-Whole Amount (as defined in the Note
Indenture) shall be required to be paid by the
Company on the 5.19% Notes, there shall be due
and payable on the bonds of 2005 Series C an
additional amount equal to such Make-Whole
Amount which shall be paid by the Company in
the amounts and on the dates required for the
payment of any such amounts under the Note
Indenture.
The bonds of 2005 Series C shall be payable as
to principal, Make-Whole Amount, 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 C shall be
payable, as to principal, Make-Whole Amount, if
any, 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 C shall be dated the date of its
authentication and interest shall be payable on
the principal represented thereby from the
April 1 or October 1 next preceding the date
thereof to which interest has been paid on
bonds of 2005 Series C, 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
April 1, 2006, in which case interest shall be
payable from September 29, 2005.
The bonds of 2005 Series C 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 R-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
C). Until bonds of 2005 Series C 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 C in temporary
form, as provided in Section 10 of Article II
of the Indenture. Temporary bonds of 2005
Series C, if any, may be printed and may be
issued in authorized denominations in
substantially the form of definitive bonds of
2005 Series C, 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 C 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 C, such defaulted interest shall
forthwith cease to be
12
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 C 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 C
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 C 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 C 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
5.19% 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 C
shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of
2005 Series C 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 C during any period of ten (10)
days next preceding any redemption date for
such bonds.
Bonds of 2005 Series C, 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 Make-Whole
Amount, if any, or interest on the 5.19% 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 C in a
principal amount equal to the principal amount
of such 5.19% Notes, shall, to the extent of
such payment of principal, Make-Whole Amount 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 Make-Whole Amount, if any, such
bonds shall be surrendered for cancellation or
presented for appropriate notation to the
Trustee.
RELEASE. SECTION 2. From and after the Release Date (as
defined in the Note Indenture), the bonds of
2005 Series C 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 C
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 C
to be
13
less than the then outstanding principal amount
of the 5.19% Notes.
REDEMPTION OF BONDS SECTION 3. Bonds of 2005 Series C shall be
OF 2005 SERIES C. 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 5.19% Notes.
In the event the Company elects to redeem any
5.19% 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 C on the
same date as it gives notice of redemption of
5.19% Notes to the Note Indenture Trustee.
REDEMPTION OF BONDS OF SECTION 4. In the event of an Event of Default
2005 SERIES C IN EVENT OF under the Note Indenture and the acceleration
ACCELERATION OF NOTES. of all 5.19% Notes, the bonds of 2005 Series C
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
Make-Whole Amount, if any, on the 5.19% Notes,
specifying the last date to which interest on
the 5.19% 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 C 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
Make-Whole Amount, if any, due and payable on
such Demand Redemption Date on all 5.19% 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,
14
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 SECTION 5. The bonds of 2005 Series C
2005 SERIES C. (including the reverse thereof) 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 C
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 September 15, 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
October 1, 2023 (subject to earlier redemption
or release) and interest thereon at the rate of
5.19% per annum, in like lawful money, from
September 29, 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 April
1 and October 1 of each year (commencing April
1, 2006), 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. In addition to the payment of principal
and interest on bonds of this Series, in the
event any Make-Whole Amount (as defined in the
Note Indenture hereinafter referred to) shall
be required to be paid by the Company on the
5.19% Notes, there shall be due and payable on
the bonds of this Series an additional amount
equal to such Make-Whole Amount which shall be
paid by the Company in the amounts and on the
dates required for the payment of any such
amounts under the Note Indenture.
Under a Collateral Trust Indenture, dated as of
June 30, 1993, as amended and
15
as further supplemented as of September 15,
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 C 5.19% Senior Notes due October 1, 2023
(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 Make-Whole Amount (as defined in the
Note Indenture), 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 or her 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 Corporate Secretary or Assistant Corporate
Secretary by manual or facsimile signature.
Dated: _________
THE DETROIT EDISON COMPANY
By:
----------------------
Name:
--------------------
Title:
-------------------
[Corporate Seal]
Attest:
By:
-----------------
Name:
---------------
Title:
--------------
[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:
---------------------------
Name:
-------------------------
Title:
------------------------
16
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
[FORM OF REVERSE OF BOND]
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
C, limited to an aggregate principal amount of
$100,000,000, 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 September
15, 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 September 15, 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
17
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 C (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 Make-Whole
Amount, 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 C 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, Make-Whole
Amount 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 Make-Whole Amount, if any, such
bonds of said series shall be surrendered for
cancellation or presented for appropriate
notation to the Trustee.
This bond is not assignable or transferable
except as set forth under Section 405 of the
Note Indenture or in the supplemental indenture
relating to the Notes, or, subject to
compliance with applicable law, as may be
involved in the course of the exercise of
rights and remedies consequent upon an Event of
Default under the Note Indenture. Any such
transfer shall be made by the registered holder
hereof, in person or by his attorney duly
authorized in writing, on the books of the
Company kept at its office or agency in the
Borough of Manhattan, the City and State of New
York, upon surrender and cancellation of this
bond, and thereupon, a new registered bond of
the same series of authorized denominations for
a like aggregate principal amount will be
issued to the transferee in exchange therefor,
and this bond with others in like form may in
like manner be exchanged for one or more new
bonds of the same series of other authorized
denominations, but of the same aggregate
principal amount, all as provided and upon the
terms and conditions set forth in the
Indenture, and upon payment, in any event, of
the charges prescribed in the Indenture.
From and after the Release Date (as defined in
the Note Indenture), the bonds of 2005 Series C
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 C 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
18
the bond of 2005 Series C 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.
RECORDING AND FILING DATA
RECORDING AND FILING OF ORIGINAL The Original Indenture and indentures
INDENTURE. 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 Pursuant to the terms and provisions of
INDENTURES. 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:
SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL 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
19
SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------- --------------------------------- -------------------------------------
September 1, 1936(a)(b)...... Series G Bonds February 1, 1940
November 1, 1936(a)(b)....... Subject Properties February 1, 1940
February 1, 1940(a)(b)....... Subject Properties September 1, 1947
December 1, 1940(a)(b)....... Series H Bonds and Additional Provisions September 1, 1947
September 1, 1947(a)(b)(c)... Series I Bonds, Subject Properties and Additional November 15, 1951
Provisions
March 1, 1950(a)(b)(c)....... Series J Bonds and Additional Provisions November 15, 1951
November 15, 1951(a)(b)(c)... Series K Bonds Additional Provisions and Subject January 15, 1953
Properties
January 15, 1953(a)(b)....... Series L Bonds May 1, 1953
May 1, 1953(a)............... Series M Bonds and Subject Properties March 15, 1954
March 15, 1954(a)(c)......... Series N Bonds and Subject Properties May 15, 1955
May 15, 1955(a)(c)........... Series O Bonds and Subject Properties August 15, 1957
August 15, 1957(a)(c)........ Series P Bonds Additional Provisions and Subject June 1, 1959
Properties
June 1, 1959(a)(c)........... Series Q Bonds and Subject Properties December 1, 1966
December 1, 1966(a)(c)....... Series R Bonds Additional Provisions and Subject October 1, 1968
Properties
October 1, 1968(a)(c)........ Series S Bonds and Subject Properties December 1, 1969
December 1, 1969(a)(c)....... Series T Bonds and Subject Properties July 1, 1970
July 1, 1970(c).............. Series U Bonds and Subject Properties December 15, 1970
December 15, 1970(c)......... Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............. Series X Bonds and Subject Properties November 15, 1971
November 15, 1971(c)......... Series Y Bonds and Subject Properties January 15, 1973
January 15, 1973(c).......... Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974.................. Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974.............. Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975............. Series CC Bonds and Subject Properties November 1, 1975
20
SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------- --------------------------------- -------------------------------------
November 1, 1975............. Series DDP Nos. 1-9 Bonds and Subject Properties December 15, 1975
December 15, 1975............ Series EE Bonds and Subject Properties February 1, 1976
February 1, 1976............. Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976................ Series GGP Nos. 1-7 Bonds and Subject Properties July 15, 1976
July 15, 1976................ Series HH Bonds and Subject Properties February 15, 1977
February 15, 1977............ Series MMP Bonds and Subject Properties March 1, 1977
March 1, 1977................ Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, June 15, 1977
Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977................ Series FFR No. 14 Bonds and Subject Properties July 1, 1977
July 1, 1977................. Series NNP Nos. 1-7 Bonds and Subject Properties October 1, 1977
October 1, 1977.............. Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 June 1, 1978
Bonds and Subject Properties
June 1, 1978................. Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject October 15, 1978
Properties
October 15, 1978............. Series RR Bonds and Subject Properties March 15, 1979
March 15, 1979............... Series SS Bonds and Subject Properties July 1, 1979
July 1, 1979................. Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds September 1, 1979
and Series TTP Nos. 1-15 Bonds and Subject Properties
September 1, 1979............ Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series September 15, 1979
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 Properties April 1, 1980
April 1, 1980................ 1980 Series B Bonds August 15, 1980
21
SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------- --------------------------------- -------------------------------------
August 15, 1980.............. Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 August 1, 1981
Bonds and 1980 Series DP No. 1-11 Bonds and Subject
Properties
August 1, 1981............... 1980 Series CP Nos. 13-25 Bonds and Subject Properties November 1, 1981
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 Subject Properties June 1, 1983
June 1, 1983................. 1981 Series AP Nos. 15-16 and Subject Properties October 1, 1984
October 1, 1984.............. 1984 Series AP and 1984 Series BP Bonds and Subject May 1, 1985
Properties
May 1, 1985.................. 1985 Series A Bonds May 15, 1985
May 15, 1985................. 1985 Series B Bonds and Subject Properties October 15, 1985
October 15, 1985............. Series KKP No. 9 Bonds and Subject Properties April 1, 1986
April 1, 1986................ 1986 Series A and Subject Properties August 15, 1986
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 Subject Properties November 30, 1987
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 Series C, 1990 November 1, 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
22
SUPPLEMENTAL INDENTURE RECORDED AND/OR FILED AS SET FORTH IN
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------- --------------------------------- -------------------------------------
April 15, 1992............... Series KKP No. 13 July 15, 1992
July 15, 1992................ 1992 Series CP November 30, 1992
July 31, 1992................ 1992 Series D November 30, 1992
November 30, 1992............ 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992............ Series KKP No. 14 and 1989 Series BP No. 2 March 15, 1993
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 Article II, Section 5 September 15, 1993
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 AND FILING OF SUPPLEMENTAL Further, pursuant to the terms and
INDENTURE DATED AS OF FEBRUARY 1, provisions of the Original Indenture, a
2005. Supplemental Indenture dated as of
February 1, 2005 providing for the terms
of bonds to be issued thereunder of 2005
Series A and 2005 Series B has heretofore
been entered into between the Company and
the Trustee and has been filed in the
Office of the Secretary of State of
Michigan as a financing statement on
February 23, 2005 (Filing No.
2005036247-6), has been filed and
recorded in the Office of the Surface
Transportation Board (Recordation No.
5485-HHHHH) on February 18, 2005, and has
been recorded as a real estate mortgage
in the offices of the respective Register
of Deeds of certain counties in the State
of Michigan, as follows:
LIBER/
COUNTY RECORDED INSTRUMENT NO. PAGE
- ------ -------- -------------- ----
Genesee...................... 2/15/05 200502150014717 N/A
Huron........................ 2/7/05 1093 705
Ingham....................... 2/8/05 3150 1158
23
LIBER/
COUNTY RECORDED INSTRUMENT NO. PAGE
------ -------- -------------- ----
Lapeer....... 2/7/05 2006 706
Lenawee...... 2/7/05 2290 824
Livingston... 2/7/05 Not available Not available
Macomb....... 2/11/05 16388 602
Mason........ 2/7/05 569 621
Monroe....... 2/7/05 2873 984
Oakland...... 2/4/05 34917 695
St. Clair.... 2/7/05 3277 142
Sanilac...... 2/8/05 874 384
Tuscola...... 2/9/05 1027 90
Washtenaw.... 2/9/05 4457 272
Wayne........ 2/8/05 42154 235
RECORDING OF CERTIFICATES OF All the bonds of Series A which were issued
PROVISION FOR PAYMENT. under the Original Indenture dated as of
October 1, 1924, and of Series B, C, D, E, F,
G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP
Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP
Nos. 1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP
Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
1980 Series A, 1980 Series CP Nos. 1-25, 1980
Series DP Nos. 1-11, 1981 Series AP Nos. 1-16,
1984 Series AP, 1984 Series BP, 1985 Series A,
1985 Series B, 1987 Series A, PP, RR, EE, MMP,
MMP No. 2, 1989 Series A, 1990 Series A, 1993
Series D, 1993 Series G and 1993 Series H which
were issued under Supplemental Indentures dated
as of, respectively, June 1, 1925, August 1,
1927, February 1, 1931, October 1, 1932,
September 25, 1935, September 1, 1936, December
1, 1940, September 1, 1947, November 15, 1951,
January 15, 1953, May 1, 1953, March 15, 1954,
May 15, 1955, August 15, 1957, December 15,
1970, November 15, 1971, January 15, 1973, May
1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, February 1, 1976, June 15,
1976, July 15, 1976, October 1, 1977, March 1,
1977, July 1, 1979, March 1, 1977, March 1,
1977, March 1, 1977, September 1, 1979, July 1,
1977, July 1, 1979, September 15, 1979, October
1, 1977, June 1, 1978, October 1, 1977, July 1,
1979, January 1, 1980, August 15, 1980,
November 1, 1981, October 1, 1984 May 1, 1985,
May 15, 1985, January 31, 1987, June 1, 1978,
October 15, 1978, December 15, 1975, February
15, 1977, September 1, 1979, June 15, 1989,
February 15, 1990, March 15, 1993, April 26,
1992 and September 15, 1992 have matured or
have been called for redemption and funds
sufficient for such payment or redemption have
been irrevocably deposited with the Trustee for
that purpose; and Certificates of Provision for
Payment have been recorded in the offices of
the respective Registers of Deeds of certain
counties in the State of Michigan, with respect
to all bonds of Series A, B, C, D, E, F, G, H,
K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR
Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No.
1, KKP No. 1, LLP No. 1 and GGP No. 8.
24
PART III.
THE TRUSTEE.
TERMS AND CONDITIONS OF The Trustee hereby accepts the trust hereby
ACCEPTANCE OF TRUST BY declared and provided, and agrees to perform
TRUSTEE. the same upon the terms and conditions in the
Original Indenture, as amended to date and as
supplemented by this Supplemental Indenture,
and in this Supplemental Indenture set forth,
and upon the following terms and conditions:
The Trustee shall not be responsible in any
manner whatsoever for and in respect of the
validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the
Company or for or in respect of the recitals
contained herein, all of which recitals are
made by the Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF SECTION 318(c) Except to the extent specifically provided
OF TRUST INDENTURE ACT. 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.
25
EXECUTION BY COMPANY. THE DETROIT EDISON COMPANY
By: /s/ Paul A. Stadnikia
------------------------------------
(Corporate Seal) Name: Paul A. Stadnikia
Title: Assistant Treasurer
Attest:
By: /s/ Sandra K. Ennis
------------------------------------
Name: Sandra K. Ennis
Title: Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY
in the presence of
/s/ Anthony G. Morrow
------------------------------------
Name: Anthony G. Morrow
/s/ Stephanie V. Washio
------------------------------------
Name: Stephanie V. Washio
26
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDGMENT OF EXECUTION On this 26th day of September 2005, before me,
BY COMPANY. the subscriber, a Notary Public within and for
the County of Macomb, 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) /s/ Karyn Beth Teal
------------------------------------
Karyn Beth Teal, Notary Public
County of Macomb, State of Michigan
My Commission Expires: July 21, 2011
Acting in County of Wayne
27
EXECUTION BY TRUSTEE. J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
By: /s/ J. Michael Banas
--------------------------------
(Corporate Seal) Name: J. Michael Banas
Title: Vice President
Attest:
By: /s/ Alexis M. Johnson
------------------------------------
Name: Alexis M. Johnson
Title: Authorized Officer
Signed, sealed and delivered by
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
in the presence of
/s/ Timothy J. Maloche
------------------------------------
Name: Timothy J. Maloche
/s/ Jaileah X. Huddleston
------------------------------------
Name: Jaileah X. Huddleston
28
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDGMENT OF EXECUTION BY On this 27th day of September 2005, before me,
TRUSTEE. the subscriber, a Notary Public within and for
the County of Macomb, in the State of Michigan,
acting in the County of Wayne, personally
appeared J. Michael Banas, to me personally
known, who, being by me duly sworn, did say
that his business office is located at 611
Woodward Avenue, Detroit, Michigan 48226, and
he is Vice President of J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, one of the
corporations described in and which executed
the foregoing instrument; that he knows the
corporate seal of the said corporation and that
the seal affixed to said instrument is the
corporate seal of said corporation; and that
said instrument was signed and sealed in behalf
of said corporation by authority of its Board
of Directors and that he subscribed his name
thereto by like authority; and said J. Michael
Banas acknowledged said instrument to be the
free act and deed of said corporation.
(Notarial Seal) /s/ Karyn Beth Teal
------------------------------------
Karyn Beth Teal, Notary Public
County of Macomb, State of Michigan
My Commission Expires: July 21, 2011
Acting in County of Wayne
29
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
AFFIDAVIT AS TO CONSIDERATION Paul A. Stadnikia, being duly sworn, says: that
AND GOOD FAITH. 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.
/s/ Paul A. Stadnikia
------------------------------------
Name: Paul A. Stadnikia
Title: Assistant Treasurer
The Detroit Edison Company
Sworn to before me this 26th day of
September 2005
(Notarial Seal) /s/ Karyn Beth Teal
------------------------------------
Karyn Beth Teal, Notary Public
County of Macomb, State of Michigan
My Commission Expires: July 21, 2011
Acting in County of Wayne
30
This instrument was drafted by:
J. Richard Fisher, Jr., Esq.
Chapman and Cutler LLP
111 W. Monroe, 14th Floor
Chicago, IL 60603
When recorded return to:
Stephanie V. Washio
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
31