EXHIBIT 4-248
INDENTURE
DATED AS OF SEPTEMBER 30, 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 E
AND
(B) RECORDING AND FILING DATA
1
TABLE OF CONTENTS*
<Table>
<Caption>
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 E...................................................................10
Further Assurance...........................................................................10
Authorization of Supplemental Indenture.....................................................10
Consideration for Supplemental Indenture....................................................11
PART I. CREATION OF THREE HUNDRED FORTY-FIFTH SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2005 SERIES E..................................................11
Sec. 1. Terms of Bonds of 2005 Series E.....................................................11
Sec. 2. Release.............................................................................13
Sec. 3. Redemption of Bonds of 2005 Series E................................................13
Sec. 4. Redemption of Bonds of 2005 Series E in Event of Acceleration of Notes..............14
Sec. 5. Form of Bonds of 2005 Series E......................................................14
Form of Trustee's Certificate.......................................................16
Form of Reverse of Bond.............................................................16
PART II. RECORDING AND FILING DATA................................................................18
Recording and Filing of Original Indenture..................................................18
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..........................................23
PART III. THE TRUSTEE.............................................................................24
Terms and Conditions of Acceptance of Trust by Trustee......................................24
PART IV. MISCELLANEOUS............................................................................24
Confirmation of Section 318(c) of Trust Indenture Act.......................................24
Execution in Counterparts...................................................................24
Testimonium.................................................................................24
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
</Table>
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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 30th 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 WHEREAS, the Company has heretofore executed and delivered its
INDENTURE AND Mortgage and Deed of Trust (hereinafter referred to as the
SUPPLEMENTALS "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, August 1, 2005, and September 15, 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 WHEREAS, the Indenture provides that said bonds shall be
UNDER issuable in one or more series, and makes provision that the
INDENTURE. 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
3
Board of Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to the
Trustee thereunder; and
BONDS WHEREAS, bonds in the principal amount of Eleven billion eight
HERETOFORE hundred forty-two million five hundred seventy-three thousand
ISSUED. dollars ($11,842,573,000) have heretofore been issued under
the Indenture as follows, viz:
<Table>
(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,
</Table>
4
<Table>
(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,
</Table>
5
<Table>
(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,
</Table>
6
<Table>
(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,
(310) Bonds of 2005 Series A -- Principal Amount $200,000,000,
(311) Bonds of 1995 Series AP -- Principal Amount $97,000,000,
(312) Bonds of 1995 Series BP -- Principal Amount $22,175,000;
</Table>
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;
7
(313) 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 here heretofore been retired;
(314) 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;
(315) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(316) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(317) 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;
(318) 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;
(319) 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;
(320) 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;
(321) 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;
(322) 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;
(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;
(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;
8
(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;
(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;
9
(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;
(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; and
(344) Bonds of the 2005 Series C in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
accordingly, the Company has issued and has presently
outstanding Three billion one hundred thirty million, one
hundred eighty-two thousand dollars ($3,130,182,000) aggregate
principal amount of its General and Refunding Mortgage Bonds
(the "Bonds") at the date hereof.
REASON FOR WHEREAS, the Company intends to issue a series of Notes under
CREATION OF the Note Indenture herein referred to, and, pursuant to the
NEW SERIES. 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 WHEREAS, for such purpose the Company desires by this
2005 SERIES E. Supplemental Indenture to create a new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 2005 Series
E," in the aggregate principal amount of Two hundred fifty
million dollars ($250,000,000), to be authenticated and
delivered pursuant to Section 8 of Article III of the
Indenture; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE. property subject to the lien thereof all of the estates and
properties, real, personal and mixed, rights, privileges and
franchises of every nature and kind and wheresoever situate,
then or thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time thereafter
might be entitled in law or in equity (saving and excepting,
however, the property therein specifically excepted or
released from the lien thereof), and the Company therein
covenanted that it would, upon reasonable request, execute and
deliver such further instruments as may be necessary or proper
for the better assuring and confirming unto the Trustee all or
any part of the trust estate, whether then or thereafter owned
or acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF authority conferred upon and reserved to it under and by
SUPPLEMENTAL virtue of the provisions of the Indenture, and pursuant to
INDENTURE. 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;
10
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
FOR Edison Company, in consideration of the premises and of the
SUPPLEMENTAL covenants contained in the Indenture and of the sum of One
INDENTURE. 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-FIFTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES E
TERMS OF SECTION 1. The Company hereby creates the three hundred
BONDS OF forty-fifth series of bonds to be issued under and secured by
2005 SERIES E. 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 E"
(elsewhere herein referred to as the "bonds of 2005 Series
E"). The aggregate principal amount of bonds of 2005 Series E
shall be limited to Two hundred fifty million
dollars($250,000,000), 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 E, "reopen" the bonds of 2005 Series E 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 E have the same tenor
and terms as the bonds of 2005 Series E established hereby.
Subject to the release provisions set forth below, each bond
of 2005 Series E 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 E
5.70% Senior Notes due 2037 (for purposes of this Part I, the
"Notes").
The bonds of 2005 Series E shall be issued as registered bonds
without coupons in denominations of a multiple of $1,000. The
bonds of 2005 Series E shall be issued in the aggregate
principal amount of $250,000,000, shall mature on October 1,
2037 (subject to earlier redemption or release) and shall bear
interest at the rate of 5.70% 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.
11
The bonds of 2005 Series E 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 E shall be payable, as to principal,
premium, 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 E 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 E, 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
October 6, 2005.
The bonds of 2005 Series E 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 E). Until bonds of 2005 Series E 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 E in temporary
form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2005 Series E, if any, may be
printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2005 Series E,
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 E 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 E, 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 E 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 E
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 E 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.
12
Bonds of 2005 Series E shall not be assignable or transferable
except as may be set forth under Section 405 of the Note
Indenture or in the supplemental note indenture relating to
the Notes, or, subject to compliance with applicable law, as
may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the Note
Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, the City and State of New
York, together with a written instrument of transfer (if so
required by the Company or by the Trustee) in form approved by
the Company duly executed by the holder or by its duly
authorized attorney. Bonds of 2005 Series E shall in the same
manner be exchangeable for a like aggregate principal amount
of bonds of 2005 Series E 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 E during any period of ten (10) days
next preceding any redemption date for such bonds.
Bonds of 2005 Series E, in definitive and temporary form, may
bear such legends as may be necessary to comply with any law
or with any rules or regulations made pursuant thereto or as
may be specified in the Note Indenture.
Upon payment of the principal or premium, if any, or interest
on the Notes, whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for the payment
thereof having been made in accordance with Article V of the
Note Indenture, bonds of 2005 Series E in a principal amount
equal to the principal amount of such Notes, shall, to the
extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder
to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
RELEASE. SECTION 2. From and after the Release Date (as defined in the
Note Indenture), the bonds of 2005 Series E 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 E 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 E to be less than the then outstanding
principal amount of the Notes.
REDEMPTION OF SECTION 3. Bonds of 2005 Series E shall be redeemed on the
BONDS OF 2005 respective dates and in the respective principal amounts which
SERIES E. correspond to the redemption dates for, and the principal
amounts to be redeemed of, the Notes.
In the event the Company elects to redeem any Notes prior to
maturity in accordance with the provisions of the Note
Indenture, the Company shall give the Trustee notice of
redemption of bonds of 2005 Series E on the same date as it
gives notice of redemption of Notes to the Note Indenture
Trustee.
13
REDEMPTION OF SECTION 4. In the event of an Event of Default under the Note
BONDS OF 2005 Indenture and the acceleration of all Notes, the bonds of 2005
SERIES E IN Series E shall be redeemable in whole upon receipt by the
EVENT OF Trustee of a written demand (hereinafter called a "Redemption
ACCELERATION Demand") from the Note Indenture Trustee stating that there
OF NOTES. has occurred under the Note Indenture both an Event of Default
and a declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the Notes, specifying
the last date to which interest on the Notes has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the bonds
of said series. The Trustee shall, within five (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 E 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 Notes; provided,
however, that in the event of a receipt by the Trustee of a
notice that, pursuant to Section 602 of the Note Indenture,
the Note Indenture Trustee has terminated proceedings to
enforce any right under the Note Indenture, then any
Redemption Demand shall thereby be rescinded by the Note
Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if already given, shall be automatically annulled;
but no such rescission or annulment shall extend to or affect
any subsequent default or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding, the
Trustee is not authorized to take any action pursuant to a
Redemption Demand and such Redemption Demand shall be of no
force or effect, unless it is executed in the name of the Note
Indenture Trustee by its President or one of its Vice
Presidents.
FORM SECTION 5. The bonds of 2005 Series E (including the reverse
OF BONDS OF thereof) and the form of Trustee's Certificate to be endorsed
2005 SERIES E. on such bonds shall be substantially in the following forms,
respectively:
14
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2005 SERIES E
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 30, 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, 2037 (subject to
earlier redemption or release) and interest thereon at the
rate of 5.70% per annum, in like lawful money, from October 6,
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.
Under a Collateral Trust Indenture, dated as of June 30, 1993,
as amended and as further supplemented as of September 30,
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 E 5.70% Senior Notes
due 2037 (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.
15
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 This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION as Trustee
By:
----------------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
FORM OF This bond is one of an authorized issue of bonds of the
REVERSE OF Company, unlimited as to amount except as provided in the
BOND Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 2005 Series E, limited to an aggregate
principal amount of $250,000,000, 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
30, 2005) reference is hereby made for a description of the
16
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 30, 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 E (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 E 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,
17
in the case of the payment of principal and premium, if any,
such bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as set
forth under Section 405 of the Note Indenture or in the
supplemental indenture relating to the Notes, or, subject to
compliance with applicable law, as may be involved in the
course of the exercise of rights and remedies consequent upon
an Event of Default under the Note Indenture. Any such
transfer shall be made by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, the City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized denominations
for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the Indenture,
and upon payment, in any event, of the charges prescribed in
the Indenture.
From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series E 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 E 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 E 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 The Original Indenture and indentures supplemental thereto
FILING OF have been recorded and/or filed and Certificates of Provision
ORIGINAL for Payment have been recorded as hereinafter set forth.
INDENTURE.
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
18
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has been
recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth in
the Supplemental Indenture dated as of May 1, 1974, has been
filed in the Office of the Secretary of State of Michigan on
November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8,
1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore entered
SUPPLEMENTAL into have been Recorded as a real estate mortgage and/or filed
INDENTURES. 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:
<Table>
<Caption>
RECORDED AND/OR FILED AS
SET FORTH IN
SUPPLEMENTAL INDENTURE PURPOSE OF SUPPLEMENTAL SUPPLEMENTAL
DATED AS OF INDENTURE INDENTURE DATED AS OF
------------------------------- ----------------------- -------------------------
June 1, 1925(a)(b)............. Series B Bonds February 1, 1940
August 1, 1927(a)(b)........... Series C Bonds February 1, 1940
February 1, 1931(a)(b)......... Series D Bonds February 1, 1940
June 1, 1931(a)(b)............. Subject Properties February 1, 1940
October 1, 1932(a)(b).......... Series E Bonds February 1, 1940
September 25, 1935(a)(b)....... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........ Series G Bonds February 1, 1940
November 1, 1936(a)(b)......... Subject Properties February 1, 1940
February 1, 1940(a)(b)......... Subject Properties September 1, 1947
December 1, 1940(a)(b)......... Series H Bonds and Additional September 1, 1947
Provisions
September 1, 1947(a)(b)(c)..... Series I Bonds, Subject November 15, 1951
Properties and Additional
Provisions
March 1, 1950(a)(b)(c)......... Series J Bonds and Additional November 15, 1951
Provisions
November 15, 1951(a)(b)(c)..... Series K Bonds Additional January 15, 1953
Provisions and Subject Properties
January 15, 1953(a)(b)......... Series L Bonds May 1, 1953
May 1, 1953(a)................. Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954(a)(c)........... Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955(a)(c)............. Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957(a)(c).......... Series P Bonds Additional June 1, 1959
Provisions and Subject Properties
June 1, 1959(a)(c)............. Series Q Bonds and Subject December 1, 1966
Properties
</Table>
19
<Table>
<Caption>
RECORDED AND/OR FILED AS
SET FORTH IN
SUPPLEMENTAL INDENTURE PURPOSE OF SUPPLEMENTAL SUPPLEMENTAL
DATED AS OF INDENTURE INDENTURE DATED AS OF
------------------------------- ----------------------- -------------------------
December 1, 1966(a)(c)......... Series R Bonds Additional October 1, 1968
Provisions and Subject Properties
October 1, 1968(a)(c).......... Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969(a)(c)......... Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)................ Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)........... Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............... Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)........... Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)............ Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974.................... Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974................ Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975............... Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975............... Series DDP Nos. 1-9 Bonds 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 July 1, 1977
Subject 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
</Table>
20
<Table>
<Caption>
RECORDED AND/OR FILED AS
SET FORTH IN
SUPPLEMENTAL INDENTURE PURPOSE OF SUPPLEMENTAL SUPPLEMENTAL
DATED AS OF INDENTURE INDENTURE DATED AS OF
------------------------------- ----------------------- -------------------------
June 1, 1978................... Series PP Bonds, Series QQP Nos. October 15, 1978
1-9 Bonds and Subject Properties
October 15, 1978............... Series RR Bonds and Subject March 15, 1979
Properties
March 15, 1979................. Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds and
Series TTP Nos. 1-15 Bonds and
Subject Properties
September 1, 1979.............. Series JJP No. 8 Bonds, Series September 15, 1979
KKP No. 8 Bonds, Series LLP Nos.
8-15 Bonds, Series MMP No. 2
Bonds and Series OOP No. 18 Bonds
and Subject Properties
September 15, 1979............. Series UU Bonds January 1, 1980
January 1, 1980................ 1980 Series A Bonds and 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 November 1, 1981
and 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 April 1, 1986
Subject Properties
April 1, 1986.................. 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................ 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986.............. 1986 Series C January 31, 1987
January 31, 1987............... 1987 Series A April 1, 1987
</Table>
21
<Table>
<Caption>
RECORDED AND/OR FILED AS
SET FORTH IN
SUPPLEMENTAL INDENTURE PURPOSE OF SUPPLEMENTAL SUPPLEMENTAL
DATED AS OF INDENTURE INDENTURE DATED AS OF
------------------------------- ----------------------- -------------------------
April 1, 1987.................. 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987................ 1987 Series D and 1987 Series E November 30, 1987
and Subject Properties
November 30, 1987.............. 1987 Series F June 15, 1989
June 15, 1989.................. 1989 Series A July 15, 1989
July 15, 1989.................. Series KKP No. 10 December 1, 1989
December 1, 1989............... Series KKP No. 11 and 1989 Series February 15, 1990
BP
February 15, 1990.............. 1990 Series A, 1990 Series B, November 1, 1990
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 March 15, 1993
BP No. 2
January 1, 1993................ 1993 Series C April 1, 1993
March 1, 1993.................. 1993 Series E June 30, 1993
March 15, 1993................. 1993 Series D September 15, 1993
April 1, 1993.................. 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993................. 1993 Series G and Amendment of September 15, 1993
Article II, Section 5
May 31, 1993................... 1993 Series J September 15, 1993
September 15, 1993............. 1993 Series K March 1, 1994
March 1, 1994.................. 1994 Series AP June 15, 1994
June 15, 1994.................. 1994 Series BP December 1, 1994
August 15, 1994................ 1994 Series C December 1, 1994
December 1, 1994............... Series KKP No. 15 and 1994 Series August 1, 1995
DP
August 1, 1995................. 1995 Series AP and 1995 Series DP August 1, 1999
</Table>
(a) See Supplemental Indenture dated as of July 1, 1970 for
Interstate Commerce Commission filing and recordation
information.
22
<Table>
<Caption>
RECORDED AND/OR FILED AS
SET FORTH IN
SUPPLEMENTAL INDENTURE PURPOSE OF SUPPLEMENTAL SUPPLEMENTAL
DATED AS OF INDENTURE INDENTURE DATED AS OF
------------------------------- ----------------------- -------------------------
(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 Further, pursuant to the terms and provisions of the Original
FILING OF Indenture, a Supplemental Indenture dated as of February 1,
SUPPLEMENTAL 2005 providing for the terms of bonds to be issued thereunder
INDENTURE of 2005 Series A and 2005 Series B has heretofore been entered
DATED AS OF into between the Company and the Trustee and has been filed in
FEBRUARY 1, the Office of the Secretary of State of Michigan as a
2005. 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:
</Table>
<Table>
<Caption>
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
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
</Table>
RECORDING OF All the bonds of Series A which were issued under the Original
CERTIFICATES OF Indenture dated as of October 1, 1924, and of Series B, C, D,
PROVISION FOR E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, AA, BB,
PAYMENT. 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,
23
May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957,
December 15, 1970, November 15, 1971, January 15, 1973, May 1,
1974, October 1, 1974, January 15, 1975, November 1, 1975,
February 1, 1976, June 15, 1976, July 15, 1976, October 1,
1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1,
1977, March 1, 1977, September 1, 1979, July 1, 1977, July 1,
1979, September 15, 1979, October 1, 1977, June 1, 1978,
October 1, 1977, July 1, 1979, January 1, 1980, August 15,
1980, November 1, 1981, October 1, 1984 May 1, 1985, May 15,
1985, January 31, 1987, June 1, 1978, October 15, 1978,
December 15, 1975, February 15, 1977, September 1, 1979, June
15, 1989, February 15, 1990, March 15, 1993, April 26, 1992
and September 15, 1992 have matured or have been called for
redemption and funds sufficient for such payment or redemption
have been irrevocably deposited with the Trustee for that
purpose; and Certificates of Provision for Payment have been
recorded in the offices of the respective Registers of Deeds
of certain counties in the State of Michigan, with respect to
all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB,
CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No.
1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY as supplemented by this Supplemental Indenture, and in this
TRUSTEE. 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 Except to the extent specifically provided therein, no
OF SECTION provision of this Supplemental Indenture or any future
318(c) OF TRUST supplemental indenture is intended to modify, and the parties
INDENTURE ACT. do hereby adopt and confirm, the provisions of Section 318(c)
of the Trust Indenture Act which amend and supersede
provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN
COUNTERPARTS. 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
24
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 THE DETROIT EDISON COMPANY
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/ Jaileah X. Huddleston
------------------------------
Name: Jaileah X. Huddleston
/s/ Stephanie V. Washio
------------------------------
Name: Stephanie V. Washio
26
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDG- On this 4th day of October 2005, before me, the subscriber, a
MENT OF Notary Public within and for the County of Macomb, in the
EXECUTION BY State of Michigan, acting in the County of Wayne, personally
COMPANY. 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/ Nancy Jo Wilk-Stasyk
------------------------------------
Nancy Jo Wilk-Stasyk, Notary Public
County of Macomb, State of Michigan
My Commission Expires: March 19, 2011
Acting in County of Wayne
27
EXECUTION BY J.P. MORGAN TRUST COMPANY,
TRUSTEE. 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/ Anthony G. Morrow
--------------------------------
Name: Anthony G. Morrow
/s/ Timothy J. Maloche
--------------------------------
Name: Timothy J. Maloche
28
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDG- On this 4th day of October 2005, before me, the subscriber, a
MENT OF Notary Public within and for the County of Macomb, in the
EXECUTION BY State of Michigan, acting in the County of Wayne, personally
TRUSTEE. 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/ Nancy Jo Wilk-Stasyk
------------------------------------
Nancy Jo Wilk-Stasyk, Notary Public
County of Macomb, State of Michigan
My Commission Expires: March 19, 2011
Acting in County of Wayne
29
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
AFFIDAVIT AS TO Paul A. Stadnikia, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. 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 4th day of
October 2005
(Notarial Seal) /s/ Nancy Jo Wilk-Stasyk
--------------------------------------
Nancy Jo Wilk-Stasyk, Notary Public
County of Macomb, State of Michigan
My Commission Expires: March 19, 2011
Acting in County of Wayne
30
This instrument was drafted by:
Jaileah X. Huddleston, Esq.
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
When recorded return to:
Stephanie V. Washio
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
31