Exhibit 4.63
INDENTURE
DATED AS OF
----------
THE DETROIT EDISON COMPANY
(2000 2nd Avenue, Detroit, Michigan 48226)
TO
J.P. MORGAN TRUST COMPANY, 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,
SERIES
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 Series .................................... 10
Further Assurance....................................................... 10
Authorization of Supplemental Indenture................................. 10
Consideration for Supplemental Indenture................................ 11
PART I. CREATION OF SERIES OF BONDS, GENERAL AND REFUNDING
MORTGAGE BONDS, SERIES .......................... 11
Sec. 1. Terms of Bonds of Series ..................... 11
Sec. 2. [Release]....................................................... 14
Sec. 3. Redemption of Bonds of Series ............... 14
Sec. 4. [Redemption of Bonds of Series in Event
of Acceleration of Notes]....................................... 15
Sec. 4 [Consent]....................................................... 16
Sec. 5. Form of Bonds of Series ...................... 16
Form of Trustee's Certificate................................... 18
Form of Reverse of Bond......................................... 18
PART II. RECORDING AND FILING DATA......................................... 21
Recording and Filing of Original Indenture.............................. 21
Recording and Filing of Supplemental Indentures......................... 21
Recording and Filing of Supplemental Indenture Dated as of ... 26
Recording of Certificates of Provision for Payment...................... 27
PART III. THE TRUSTEE...................................................... 28
Terms and Conditions of Acceptance of Trust by Trustee.................. 28
PART IV. MISCELLANEOUS..................................................... 28
Confirmation of Section 318(c) of Trust Indenture Act................... 28
Execution in Counterparts............................................... 28
Testimonium............................................................. 28
Execution by Company.................................................... 29
Acknowledgment of Execution by Company.................................. 30
Execution by Trustee.................................................... 31
Acknowledgment of Execution by Trustee.................................. 32
Affidavit as to Consideration and Good Faith............................ 33
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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 day of
, in the year , 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, 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 and
SUPPLEMENTALS. delivered its Mortgage and Deed of Trust (hereinafter
referred to as the "Original Indenture"), dated as of
October 1, 1924, to the Trustee, for the security of
all bonds of the Company outstanding thereunder, and
pursuant to the terms and provisions of the Original
Indenture, indentures dated as of, respectively, June
1, 1925, August 1, 1927, February 1, 1931, June 1,
1931, October 1, 1932, September 25, 1935, September 1,
1936, November 1, 1936, February 1, 1940, December 1,
1940, September 1, 1947, March 1, 1950, November 15,
1951, January 15, 1953, May 1, 1953, March 15, 1954,
May 15, 1955, August 15, 1957, June 1, 1959, December
1, 1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November 15,
1971, January 15, 1973, May 1, 1974, October 1, 1974,
January 15, 1975, November 1, 1975, December 15, 1975,
February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July
1, 1977, October 1, 1977, June 1, 1978, October 15,
1978, March 15, 1979, July 1, 1979, September 1, 1979,
September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June
30, 1982, August 15, 1982, June 1, 1983, October 1,
1984, May 1, 1985, May 15, 1985, October 15, 1985,
April 1, 1986, August 15, 1986, November 30, 1986,
January 31, 1987, April 1, 1987, August 15, 1987,
November 30, 1987, June 15, 1989, July 15, 1989,
December 1, 1989, February 15, 1990, November 1, 1990,
April 1, 1991, May 1, 1991, May 15, 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, 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, September 15, 2005,
September 30, 2005, and May 15, 2006 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 shall
INDENTURE. be issuable in one or more series, and makes provision
that the rates of interest and dates for the payment
thereof, the date of maturity or dates of maturity, if
of serial maturity, the terms and rates of optional
redemption (if redeemable), the forms of registered
bonds without coupons of any series and any other
provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the
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 HERETOFORE WHEREAS, bonds in the principal amount of
ISSUED. dollars ($ ) 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,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
5
(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,
6
(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 KKP 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,
(313) Bonds of 2001 Series D -- Principal Amount $200,000,000, and
(314) Bonds of 2005 Series B -- 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;
7
(315) 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
sixty-one million seven hundred seventy-two thousand
dollars ($161,772,000) principal amount have heretofore
been retired;
(316) 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-eight million one
hundred twenty-three thousand dollars ($58,123,000)
principal amount have heretofore been retired;
(317) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(318) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(319) 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;
(320) 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;
(321) 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;
(322) 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;
(323) 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;
(324) 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;
(325) 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;
(326) 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;
(327) 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;
(328) 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
(329) 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;
(330) 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;
(331) 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;
(332) 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;
(333) 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;
(334) 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;
(335) 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;
(336) 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;
(337) 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;
(338) 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;
(339) 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;
(340) 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;
(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 Two
hundred million dollars ($200,000,000), 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;
(344) Bonds of 2005 Series C in the principal amount of One
hundred million dollars ($100,000,000), all of which
are outstanding at the date hereof;
9
(345) Bonds of 2005 Series E in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of
which are outstanding at the date hereof; and
(346) Bonds of 2006 Series A in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of
which are outstanding at the date hereof;
accordingly, the Company has issued and has presently
outstanding dollars ($ ) aggregate
principal amount of its General and Refunding Mortgage
Bonds (the "Bonds") at the date hereof.
REASON FOR CREATION OF WHEREAS, [the Company intends to issue a series of
NEW SERIES. 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] [the Company
desires to issue and sell a new series of bonds to be
issued under the Indenture in the aggregate principal
amount of up to million dollars ($ )];
and
BONDS TO BE SERIES 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,
Series ," in the aggregate principal
amount of million dollars ($ ), 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
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and
INDENTURE. 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;
10
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
SUPPLEMENTAL Detroit Edison Company, in consideration of the
INDENTURE. premises and of the covenants contained in the
Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid
by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with
the Trustee and its successors in the trusts under the
Original Indenture and in said indentures supplemental
thereto as follows:
PART I.
CREATION OF
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES
TERMS OF BONDS OF SECTION 1. The Company hereby creates the series
SERIES . of bonds to be issued under and secured by the Original
Indenture as amended to date and as further amended by
this Supplemental Indenture, to be designated, and to
be distinguished from the bonds of all other series, by
the title "General and Refunding Mortgage Bonds,
Series " (elsewhere herein referred to as the
"bonds of Series "). The aggregate principal
amount of bonds of Series shall be limited
to million dollars ($ ), 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 Series , "reopen" the bonds of
Series 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 Series have the
same tenor and terms as the bonds of Series
established hereby].
[Subject to the release provisions set forth below,
each bond of Series 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 Series % Senior Notes due (for
purposes of this Part I, the "Notes").]
The bonds of Series shall be issued as
registered bonds without coupons in denominations of a
multiple of $1,000. The bonds of Series shall
be issued in the aggregate principal amount of
$ , shall mature on (subject to
earlier redemption or release) and shall bear interest
at the rate of % per annum, payable semi-annually in
arrears on and of each year (commencing
), 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 Series 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 Series 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 Series
shall be dated the date of its authentication and
interest shall be payable on the principal represented
thereby from the or next
preceding the date thereof to which interest has been
paid on bonds of Series , 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 in which case
interest shall be payable from .
The bonds of Series 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 Series ).
Until bonds of Series 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 Series
in temporary form, as provided in Section 10 of Article
II of the Indenture. Temporary bonds of Series ,
if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of Series , 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 Series 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
Series , 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 Series
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 Series
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 Series 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 Series 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 Series shall in the same
manner be exchangeable for a like aggregate principal
amount of bonds of Series 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 Series
during any period of ten (10) days next preceding
any redemption date for such bonds.
Bonds of Series , 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
Series 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.]
[At the option of the registered holder, any bonds of
Series , upon surrender thereof for
cancellation at the office or agency of the Company in
the Borough of Manhattan, the City of New York, the
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, shall
be exchangeable for a like aggregate principal amount
of bonds of Series of other authorized
denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the Indenture.
Bonds of Series shall be transferable at the
office or agency of the Company in the Borough of
Manhattan, the City of New York, the State of New York.
The Company waives its rights under Section 7 of
Article II of the Indenture not to make exchanges or
transfers of bonds of Series during any
period of ten (10) days next preceding any interest
payment date for such bonds.
Bonds of Series , 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 with the rules or regulations
of any stock exchange or to conform to usage with
respect thereto.]
13
[RELEASE.] [SECTION 2. From and after the Release Date (as defined
in the Note Indenture), the bonds of Series
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
Series 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 Series to be less than the then
outstanding principal amount of the Notes.]
REDEMPTION OF BONDS OF SECTION 3. [Bonds of Series shall be redeemed
SERIES . on the respective dates and in the respective principal
amounts which correspond to the redemption dates for,
and the principal amounts to be redeemed of, the Notes.
In the event the Company elects to redeem any Notes
prior to maturity in accordance with the provisions of
the Note Indenture, the Company shall give the Trustee
notice of redemption of bonds of Series on
the same date as it gives notice of redemption of Notes
to the Note Indenture Trustee.]
[The bonds of Series shall be redeemable
prior to stated maturity, at the election of the
Company on any date prior to maturity, as a whole, or
in part from time to time, by lot, at the following
redemption prices (expressed as percentages of the
principal amount thereof) plus in each case accrued
interest to the date fixed for redemption:
If Redeemed If Redeemed
During 12 Month Redemption During 12 Month Redemption
Period Ending Price Period Ending Price
---------------- ----------- ---------------- -----------
provided, however, that prior to no bonds of
Series may be redeemed, directly or
indirectly, from or in anticipation of the proceeds of
any refunding operation involving borrowing, at an
interest cost to the Company, computed in accordance
with generally accepted financial practice, of less
than % per annum.
The bonds of Series shall be redeemable as
aforesaid and except as otherwise provided herein, and
as specified in Article IV of the Indenture upon giving
notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company at least thirty
(30) days, but not more than ninety (90) days, prior to
the date fixed for redemption to the registered holders
of bonds of Series so called for redemption
at their last respective addresses appearing on the
register thereof, but failure to mail such notice to
the registered holders of any bonds of Series
designated for redemption shall not affect the validity
of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of
Series (or any portion thereof) so called for
redemption from and after the date fixed for redemption
if payment sufficient to redeem the bonds of
Series (or such portion) designated for redemption
has been duly provided for. Bonds of Series
redeemed in part only shall be in amounts of $1,000 or
any multiple thereof.
14
If the giving of the notice of redemption shall have
been completed, or if provision satisfactory to the
Trustee for the giving of such notice shall have been
made, and if the Company shall have deposited with the
Trustee in trust funds (which shall have become
available for payment to the holders of the bonds of
Series so to be redeemed) sufficient to
redeem bonds of Series in whole or in part,
on the date fixed for redemption, then all obligations
of the Company in respect of such bonds (or portions
thereof) so to be redeemed and interest due or to
become due thereon shall cease and be discharged and
the holders of such bonds of Series (or
portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or
in respect of such bonds (or portions thereof) and
interest.
The bonds of Series [shall] [not] be entitled
to or subject to any sinking fund.]
[REDEMPTION OF BONDS [SECTION 4. In the event of an Event of Default under
OF SERIES IN the Note Indenture and the acceleration of all Notes,
EVENT OF ACCELERATION the bonds of Series shall be redeemable in
OF NOTES.] whole upon receipt by the Trustee of a written demand
(hereinafter called a "Redemption Demand") from the
Note Indenture Trustee stating that there has occurred
under the Note Indenture both an Event of Default and a
declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the Notes,
specifying the last date to which interest on the Notes
has been paid (such date being hereinafter referred to
as the "Initial Interest Accrual Date") and demanding
redemption of the bonds of said series. The Trustee
shall, within five (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 Series 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
15
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.]
[CONSENT.] [SECTION 4. The holders of bonds of Series
consent that the Company may, but shall not be
obligated to, fix a record date for the purpose of
determining the holders of bonds of Series
entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly
designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given,
whether or not such persons continue to be holders
after such record date. No such consent shall be valid
or effective for more than 90 days after such record
date.]
FORM OF BONDS OF SECTION 5. The bonds of Series (including the
SERIES . 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
SERIES
[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 , 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 (subject to
earlier redemption or release) and interest thereon at
the rate of % per annum, in like lawful money, from
, and after the first payment of interest on
bonds of this Series has been made or otherwise
provided for, from
16
the most recent date to which interest has been paid or
otherwise provided for, semi-annually on and
of each year (commencing ), 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
(hereinafter called the "Note Indenture"),
between the Company and J.P. Morgan Trust Company,
National Association, as successor trustee (hereinafter
called the "Note Indenture Trustee"), the Company has
issued its Series % Senior Notes due
(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.]
[Unless and until this bond is exchanged in whole or in
part for certificated bonds registered in the names of
the various beneficial holders hereof as then certified
to the Trustee by The Depository Trust Company or its
successor (the "Depositary"), this bond may not be
transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an
authorized representative of the Depositary to the
issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued
is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of
the Depositary and any amount payable thereunder is
made payable to Cede & Co. or such other name, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest
herein.
This bond may be exchanged for certificated bonds
registered in the names of the various beneficial
owners hereof only if (a) the Depositary is at any time
unwilling or unable to continue as depositary and a
successor depositary is not appointed by the issuer
within 90 days, or (b) the issuer, the Trustee and the
Depositary consent to such exchange.]
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
17
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 This bond is one of the bonds, of the series designated
CERTIFICATE. therein, described in the within-mentioned Indenture.
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as
Trustee
By: ________________________
Authorized Officer
[FORM OF REVERSE OF BOND]
FORM OF REVERSE OF This bond is one of an authorized issue of bonds of the
BOND 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 Series ,
limited to an aggregate principal amount of $ ,
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 Trustee, to
which Indenture and all indentures supplemental thereto
(including the Supplemental Indenture dated as of
) 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
18
Supplemental Indenture dated as of , 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.
[The holder of this bond of Series
hereby consents that the Company may, but shall not be
obligated to, fix a record date for the purpose of
determining the holders of bonds of this series
entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly
designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given,
whether or not such persons continue to be holders
after such record date. No such consent shall be valid
or effective for more than 90 days after such record
date.]
[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.]
[This bond is redeemable on giving notice of such
redemption by first class mail, postage prepaid, by or
on behalf of the Company at least thirty (30) days, but
not more than ninety (90) days, prior to the date fixed
for redemption to the registered holder of this bond at
his last address appearing on the register thereof, in
the manner and upon the terms provided in the
Indenture, at the election of the Company on any date
as a whole or in part by lot, from time to time, at the
following redemption prices (expressed as percentages
of the principal amount hereof) plus in each case
accrued interest to the date fixed for redemption:
If Redeemed If Redeemed
During 12 Month Redemption During 12 Month Redemption
Period Ending Price Period Ending Price
--------------- ---------- --------------- ----------
provided, however, that prior to , no bonds of
Series
19
may be redeemed, directly or indirectly, from the
proceeds or in anticipation of any refunding operation
involving borrowing at an interest cost to the Company,
computed in accordance with generally accepted
financial practice, of less than % per annum.]
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 Series (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 Series in a principal amount equal
to the principal amount of such Notes, and having both
a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of
the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case of
the payment of principal and premium, if any, such
bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to
the Trustee.]
[This bond is not assignable or transferable except as
set forth under Section 405 of the Note Indenture or in
the supplemental indenture relating to the Notes, or,
subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Note Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney
duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of
Manhattan, the City and State of New York, upon
surrender and cancellation of this bond, and thereupon,
a new registered bond of the same series of authorized
denominations for a like aggregate principal amount
will be issued to the transferee in exchange therefor,
and this bond with others in like form may in like
manner be exchanged for one or more new bonds of the
same series of other authorized denominations, but of
the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the
charges prescribed in the Indenture.]
[This bond is transferable 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
20
registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees
in exchange herefor, and this bond with others of like
form may in like manner be exchanged for one or more
new registered 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 Series
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
Series 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
bonds of Series 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 The Original Indenture and indentures supplemental
OF ORIGINAL INDENTURE. 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 Pursuant to the terms and provisions of the Original
OF SUPPLEMENTAL Indenture, indentures supplemental thereto heretofore
INDENTURES. 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
21
Office of the Interstate Commerce Commission or the
Surface Transportation Board, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH
IN SUPPLEMENTAL
SUPPLEMENTAL INDENTURE INDENTURE
DATED AS OF PURPOSE OF 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
September 1, 1936(a)(b)..... Series G Bonds February 1, 1940
November 1, 1936(a)(b)...... Subject Properties February 1, 1940
February 1, 1940(a)(b)...... Subject Properties September 1, 1947
December 1, 1940(a)(b)...... Series H Bonds and Additional Provisions September 1, 1947
September 1, 1947(a)(b)(c).. Series I Bonds, Subject Properties and November 15, 1951
Additional Provisions
March 1, 1950(a)(b)(c)...... Series J Bonds and Additional Provisions November 15, 1951
November 15, 1951(a)(b)(c).. Series K Bonds, Additional Provisions January 15, 1953
and Subject Properties
January 15, 1953(a)(b)...... Series L Bonds May 1, 1953
May 1, 1953(a).............. Series M Bonds and Subject Properties March 15, 1954
March 15, 1954(a)(c)........ Series N Bonds and Subject Properties May 15, 1955
May 15, 1955(a)(c).......... Series O Bonds and Subject Properties August 15, 1957
August 15, 1957(a)(c)....... Series P Bonds, Additional Provisions June 1, 1959
and Subject Properties
June 1, 1959(a)(c).......... Series Q Bonds and Subject Properties December 1, 1966
December 1, 1966(a)(c)...... Series R Bonds, Additional Provisions October 1, 1968
and Subject Properties
October 1, 1968(a)(c)....... Series S Bonds and Subject Properties December 1, 1969
December 1, 1969(a)(c)...... Series T Bonds and Subject Properties July 1, 1970
July 1, 1970(c)............. Series U Bonds and Subject Properties December 15, 1970
December 15, 1970(c)........ Series V Bonds and Series W Bonds June 15, 1971
June 15, 1971(c)............ Series X Bonds and Subject Properties November 15, 1971
22
RECORDED AND/OR
FILED AS SET FORTH
IN SUPPLEMENTAL
SUPPLEMENTAL INDENTURE INDENTURE
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------------- ---------------------------------------- ------------------
November 15, 1971(c)........ Series Y Bonds and Subject Properties January 15, 1973
January 15, 1973(c)......... Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974................. Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974............. Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975............ Series CC Bonds and Subject Properties November 1, 1975
November 1, 1975............ Series DDP Nos. 1-9 Bonds and Subject December 15, 1975
Properties
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 July 15, 1976
Properties
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 June 15, 1977
Nos. 1-7 Bonds, Series KKP Nos. 1-7
Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977............... Series FFR No. 14 Bonds and Subject July 1, 1977
Properties
July 1, 1977................ Series NNP Nos. 1-7 Bonds and Subject October 1, 1977
Properties
October 1, 1977............. Series GGP Nos. 8-22 Bonds and Series June 1, 1978
OOP Nos. 1-17 Bonds and Subject
Properties
June 1, 1978................ Series PP Bonds, Series QQP Nos. 1-9 October 15, 1978
Bonds and Subject Properties
October 15, 1978............ Series RR Bonds and Subject 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 September 1, 1979
Nos. 8-21 Bonds and Series TTP Nos.
1-15 Bonds and Subject Properties
23
RECORDED AND/OR
FILED AS SET FORTH
IN SUPPLEMENTAL
SUPPLEMENTAL INDENTURE INDENTURE
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------------- ---------------------------------------- ------------------
September 1, 1979........... Series JJP No. 8 Bonds, Series KKP No. September 15, 1979
8 Bonds, Series LLP Nos. 8-15 Bonds,
Series MMP No. 2 Bonds and Series OOP
No. 18 Bonds and Subject Properties
September 15, 1979.......... Series UU Bonds January 1, 1980
January 1, 1980............. 1980 Series A Bonds and Subject April 1, 1980
Properties
April 1, 1980............... 1980 Series B Bonds August 15, 1980
August 15, 1980............. Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
Series CP Nos. 1-12 Bonds and 1980
Series DP No. 1-11 Bonds and Subject
Properties
August 1, 1981.............. 1980 Series CP Nos. 13-25 Bonds and November 1, 1981
Subject Properties
November 1, 1981............ 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982............... Article XIV Reconfirmation August 15, 1982
August 15, 1982............. 1981 Series AP Nos. 13-14 Bonds and June 1, 1983
Subject Properties
June 1, 1983................ 1981 Series AP Nos. 15-16 Bonds and October 1, 1984
Subject Properties
October 1, 1984............. 1984 Series AP Bonds and 1984 Series BP May 1, 1985
Bonds and Subject Properties
May 1, 1985................. 1985 Series A Bonds May 15, 1985
May 15, 1985................ 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985............ Series KKP No. 9 Bonds and Subject April 1, 1986
Properties
April 1, 1986............... 1986 Series A Bonds and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B Bonds and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C Bonds January 31, 1987
January 31, 1987............ 1987 Series A Bonds April 1, 1987
April 1, 1987............... 1987 Series B Bonds and 1987 Series C August 15, 1987
Bonds
August 15, 1987............. 1987 Series D Bonds, 1987 Series E November 30, 1987
Bonds and Subject Properties
November 30, 1987........... 1987 Series F Bonds June 15, 1989
June 15, 1989............... 1989 Series A Bonds July 15, 1989
July 15, 1989............... Series KKP No. 10 Bonds December 1, 1989
December 1, 1989............ Series KKP No. 11 Bonds and 1989 Series February 15, 1990
BP Bonds
24
RECORDED AND/OR
FILED AS SET FORTH
IN SUPPLEMENTAL
SUPPLEMENTAL INDENTURE INDENTURE
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------------- ---------------------------------------- ------------------
February 15, 1990........... 1990 Series A Bonds, 1990 Series B November 1, 1990
Bonds, 1990 Series C Bonds, 1990 Series
D Bonds, 1990 Series E Bonds and 1990
Series F Bonds
November 1, 1990............ Series KKP No. 12 Bonds April 1, 1991
April 1, 1991............... 1991 Series AP Bonds May 1, 1991
May 1, 1991................. 1991 Series BP Bonds and 1991 Series CP May 15, 1991
Bonds
May 15, 1991................ 1991 Series DP Bonds September 1, 1991
September 1, 1991........... 1991 Series EP Bonds November 1, 1991
November 1, 1991............ 1991 Series FP Bonds January 15, 1992
January 15, 1992............ 1992 Series BP Bonds February 29, 1992
and April 15, 1992
February 29, 1992........... 1992 Series AP Bonds April 15, 1992
April 15, 1992.............. Series KKP No. 13 Bonds July 15, 1992
July 15, 1992............... 1992 Series CP Bonds November 30, 1992
July 31, 1992............... 1992 Series D Bonds November 30, 1992
November 30, 1992........... 1992 Series E Bonds and 1993 Series B March 15, 1993
Bonds
December 15, 1992........... Series KKP No. 14 Bonds and 1989 Series March 15, 1993
BP No. 2 Bonds
January 1, 1993............. 1993 Series C Bonds April 1, 1993
March 1, 1993............... 1993 Series E Bonds June 30, 1993
March 15, 1993.............. 1993 Series D Bonds September 15, 1993
April 1, 1993............... 1993 Series FP Bonds and 1993 Series IP September 15, 1993
Bonds
April 26, 1993.............. 1993 Series G Bonds and Amendment of September 15, 1993
Article II, Section 5
May 31, 1993................ 1993 Series J Bonds September 15, 1993
June 30, 1993............... 1993 Series AP Bonds (d)
June 30, 1993............... 1993 Series H Bonds (d)
September 15, 1993.......... 1993 Series K Bonds March 1, 1994
March 1, 1994............... 1994 Series AP Bonds June 15, 1994
June 15, 1994............... 1994 Series BP Bonds December 1, 1994
August 15, 1994............. 1994 Series C Bonds December 1, 1994
December 1, 1994............ Series KKP No. 15 Bonds and 1994 Series August 1, 1995
DP Bonds
August 1, 1995.............. 1995 Series AP Bonds and 1995 Series BP August 1, 1999
Bonds
August 1, 1999.............. 1999 Series AP Bonds, 1999 Series BP (d)
Bonds and 1999 Series CP Bonds
August 15, 1999............. 1999 Series D Bonds (d)
January 1, 2000............. 2000 Series A Bonds (d)
25
RECORDED AND/OR
FILED AS SET FORTH
IN SUPPLEMENTAL
SUPPLEMENTAL INDENTURE INDENTURE
DATED AS OF PURPOSE OF SUPPLEMENTAL INDENTURE DATED AS OF
- ---------------------------- ---------------------------------------- ------------------
April 15, 2000.............. Appointment of Successor Trustee (d)
August 1, 2000.............. 2000 Series BP Bonds (d)
March 15, 2001.............. 2001 Series AP Bonds (d)
May 1, 2001................. 2001 Series BP Bonds (d)
August 15, 2001............. 2001 Series CP Bonds (d)
September 15, 2001.......... 2001 Series D Bonds and 2001 Series E (d)
Bonds
September 17, 2002.......... Amendment of Article XIII, Section 3 (d)
and Appointment of Successor Trustee
October 15, 2002............ 2002 Series A Bonds and 2002 Series B (d)
Bonds
December 1, 2002............ 2002 Series C Bonds and 2002 Series D (d)
Bonds
August 1, 2003.............. 2003 Series A Bonds (d)
March 15, 2004.............. 2004 Series A Bonds and 2004 Series B (d)
Bonds
July 1, 2004................ 2004 Series D Bonds (d)
February 1, 2005............ 2005 Series A Bonds and 2005 Series B May 15, 2006
Bonds
April 1, 2005............... 2005 Series AR Bonds and 2005 Series BR May 15, 2006
Bonds
August 1, 2005.............. 2005 Series DT Bonds May 15, 2006
September 15, 2005.......... 2005 Series C Bonds May 15, 2006
September 30, 2005.......... 2005 Series E Bonds May 15, 2006
May 15, 2006................ 2006 Series A Bonds (d)
(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.
(d) Recording and filing information for this Supplemental Indenture
has not been set forth in a subsequent Supplemental Indenture.
RECORDING AND FILING Further, pursuant to the terms and provisions of the
OF SUPPLEMENTAL Original Indenture, a Supplemental Indenture dated as
INDENTURE DATED AS OF of providing for the terms of bonds to
. be issued thereunder of Series 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
(Filing No. ), has been filed
and recorded in the Office of the Surface
Transportation Board (Recordation No. ) on
, 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:
26
LIBER/
COUNTY RECORDED INSTRUMENT NO. PAGE
- ------ -------- -------------- ----
Genesee...............
Huron.................
Ingham................
Lapeer................
Lenawee...............
Livingston............
Macomb................
Mason.................
Monroe................
Oakland...............
St. Clair.............
Sanilac...............
Tuscola...............
Washtenaw.............
Wayne.................
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES OF Original Indenture dated as of October 1, 1924, and of
PROVISION FOR PAYMENT. Series B, Series C, Series D, Series E, Series F,
Series G, Series H, Series I, Series J, Series K,
Series L, Series M, Series N, Series O, Series P,
Series Q, Series R, Series S, Series T, Series U,
Series V, Series W, Series X, Series Y, Series Z,
Series AA, Series BB, Series CC, Series DDP Nos. 1-9,
Series EE, Series FFR Nos. 1-13, Series GGP Nos. 1-7,
Series HH, Series MMP, Series IP Nos. 1-7, Series JJP
Nos. 1-7, Series KKP Nos. 1-7, Series LLP Nos. 1-7,
Series FFR No. 14, Series NNP Nos. 1-7, Series GGP Nos.
8-22, Series OOP Nos. 1-17, Series PP, Series QQP Nos.
1-9, Series RR, Series SS, Series IIP Nos. 8-22, Series
NNP Nos. 8-21, Series TTP Nos. 1-15, Series JJP No. 8,
Series KKP No. 8, Series LLP Nos. 8-15, Series MMP No.
2, Series OOP No. 18, Series UU, 1980 Series A, 1980
Series B, Series QQP Nos. 10-19, 1980 Series CP Nos.
1-12, 1980 Series DP Nos. 1-11, 1980 Series CP Nos.
13-25, 1981 Series AP Nos. 1-12, 1981 Series AP Nos.
13-14, 1981 Series AP Nos. 15-16, 1984 Series AP, 1984
Series BP, 1985 Series A, 1985 Series B, Series KKP No.
9, 1986 Series A, 1986 Series B, 1986 Series C, 1987
Series A, 1987 Series B, 1987 Series C, 1987 Series D,
1987 Series E, 1987 Series F, 1989 Series A, Series KKP
No. 10, Series KKP No. 11, 1989 Series BP, 1990 Series
A, 1990 Series D, 1991 Series EP, 1991 Series FP, 1992
Series BP, Series KKP No. 13, 1992 Series CP, 1992
Series D, Series KKP No. 14, 1989 Series BP No. 2, 1993
Series B, 1993 Series C, 1993, 1993 Series H, 1993
Series E, 1993 Series D, 1993 Series FP, 1993 Series
IP, 1993 Series G, 1993 Series J, 1993 Series K, 1994
Series AP, 1994 Series BP, 1994 Series C, Series KKP
No. 15, 1994 Series DP, 1995 Series AP, 1995 Series BP,
1999 Series D, 2000 Series A, 2001 Series D, 2005
Series A, and 2005 Series B, which were issued under
Supplemental Indentures as described in the Recording
and Filing of Supplemental Indentures section above,
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
27
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 CONDITIONS The Trustee hereby accepts the trust hereby declared
OF ACCEPTANCE OF and provided, and agrees to perform the same upon the
TRUST BY TRUSTEE. 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 Except to the extent specifically provided therein, no
SECTION 318(c) OF provision of this Supplemental Indenture or any future
TRUST INDENTURE ACT. 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 THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. 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.
28
EXECUTION BY THE DETROIT EDISON COMPANY
COMPANY.
(Corporate Seal) By: _____________________________________
Name:
Title:
Attest:
By: _____________________________________
Name:
Title:
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY
in the presence of
_________________________________________
Name:
_________________________________________
Name:
29
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDGMENT OF On this day of , before me, the
EXECUTION BY subscriber, a Notary Public within and for the County
COMPANY. of Wayne, in the State of Michigan, personally appeared
, 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
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 acknowledged said
instrument to be the free act and deed of said
corporation.
(Notarial Seal)
___________________________________
, Notary Public
County of Wayne, State of Michigan
My Commission Expires:
30
EXECUTION BY J.P. MORGAN TRUST COMPANY,
TRUSTEE. NATIONAL ASSOCIATION
(Corporate Seal) By: _____________________________________
Name:
Title:
Attest:
By: _____________________________________
Name:
Title:
Signed, sealed and delivered by
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
in the presence of
_________________________________________
Name:
_________________________________________
Name:
31
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
ACKNOWLEDGMENT OF On this day of , before me, the
EXECUTION BY subscriber, a Notary Public within and for the County
TRUSTEE. of Wayne, in the State of Michigan, personally appeared
, to me personally known, who, being by me
duly sworn, did say that his business office is located
at 611 Woodward Avenue, Detroit, Michigan 48226, and he
is of J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, one of the corporations described in and
which executed the foregoing instrument; that he knows
the corporate seal of the said corporation and that the
seal affixed to said instrument is the corporate seal
of said corporation; and that said instrument was
signed and sealed in behalf of said corporation by
authority of its Board of Directors and that he
subscribed his name thereto by like authority; and said
acknowledged said instrument to be the
free act and deed of said corporation.
(Notarial Seal)
___________________________________
, Notary Public
County of Wayne, State of Michigan
My Commission Expires:
32
STATE OF MICHIGAN )
) SS
COUNTY OF WAYNE )
AFFIDAVIT AS TO , being duly sworn, says: that he is the
CONSIDERATION AND of THE DETROIT EDISON COMPANY, the
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.
___________________________________
Name:
Title:
The Detroit Edison Company
Sworn to before me this day of
(Notarial Seal)
___________________________________
, Notary Public
County of Wayne, State of Michigan
My Commission Expires:
33
This instrument was drafted by:
When recorded return to:
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
34