EXHIBIT 4.3
INDENTURE
DATED AS OF APRIL 1, 2005
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THE DETROIT EDISON COMPANY
(▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 48226)
TO
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION
(SUCCESSOR TO BANK ONE, NATIONAL ASSOCIATION)
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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 AR,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES BR,
AND
(C) RECORDING AND FILING DATA
TABLE OF CONTENTS*
PAGE
----
PARTIES 1
Original Indenture and Supplementals..................................................... 1
Issue of Bonds Under Indenture........................................................... 2
Bonds Heretofore Issued.................................................................. 2
Reason for Creation of New Series........................................................ 9
Bonds to be 2005 Series AR and 2005 Series BR............................................ 10
Further Assurance........................................................................ 10
Authorization of Supplemental Indenture.................................................. 10
Consideration for Supplemental Indenture................................................. 11
PART I. CREATION OF THREE HUNDRED FORTY-FIRST SERIES OF
BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES AR 11
Sec. 1. Terms of Bonds of 2005 Series AR................................................ 11
Release......................................................................... 14
Sec. 2. Redemption of Bonds of 2005 Series AR........................................... 14
Sec. 3. Redemption of Bonds of 2005 Series AR in event of acceleration of Notes......... 15
Sec. 4. Form of Bonds of 2005 Series AR................................................. 16
Form of Trustee's Certificate 18
PART II. CREATION OF THREE HUNDRED FORTY-SECOND SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2005 SERIES BR 21
Sec. 1. Terms of Bonds of 2005 Series BR................................................ 21
Release......................................................................... 24
Sec. 2. Redemption of Bonds of 2005 Series BR........................................... 25
Sec. 3. Redemption of Bonds of 2005 Series BR in event of acceleration of Notes......... 25
Sec. 4. Form of Bonds of 2005 Series BR................................................. 26
Form of Trustee's Certificate................................................... 28
PART III. RECORDING AND FILING DATA 31
Recording and Filing of Original Indenture............................................... 31
Recording and Filing of Supplemental Indentures.......................................... 31
Recording of Certificates of Provision for Payment....................................... 36
PART IV. THE TRUSTEE 37
Terms and Conditions of Acceptance of Trust by Trustee................................... 37
PART V. MISCELLANEOUS 37
Confirmation of Section 318(c) of Trust Indenture Act.................................... 37
Execution in Counterparts................................................................ 37
Testimonium.............................................................................. 37
Execution by The Detroit Edison Company.................................................. 38
Acknowledgment of Execution by Company................................................... 39
Execution by Trustee..................................................................... 40
Acknowledgment of Execution by Trustee................................................... 41
Affidavit as to Consideration and Good Faith............................................. 42
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
(i)
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 1st day of April,
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 ▇.▇. ▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to
SUPPLEMENTALS. as the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935, September
1, 1936, November 1, 1936, February 1, 1940, December 1, 1940,
September 1, 1947, March 1, 1950, November 15, 1951, January
15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August
15, 1957, June 1, 1959, December 1, 1966, October 1, 1968,
December 1, 1969, July 1, 1970, December 15, 1970, June 15,
1971, November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975, December
15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977,
October 1, 1977, June 1, 1978, October 15, 1978, March 15,
1979, July 1, 1979, September 1, 1979, September 15, 1979,
January 1, 1980, April 1, 1980, August 15, 1980, August 1,
1981, November 1, 1981, June 30, 1982, August 15, 1982, June
1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October
15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
January 31, 1987, April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1, 1989, February
15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May
15, 1991, September 1, 1991, November 1, 1991, January 15,
1992, February 29, 1992, April 15, 1992, July 15, 1992, July
31, 1992, November 30, 1992, December 15, 1992, January 1,
1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
1993, May 31, 1993, June 30, 1993, June 30, 1993, September
15, 1993, March 1, 1994, June 15, 1994, August 15, 1994,
December 1, 1994, August 1, 1995, August 1, 1999, August 15,
1999 and January 1, 2000, April
1
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 and February 1, 2005 supplemental to the Original
Indenture, have heretofore been entered into between the
Company and the Trustee (the Original Indenture and all
indentures supplemental thereto together being hereinafter
sometimes referred to as the "Indenture"); and
ISSUE OF BONDS 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 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 two
HERETOFORE hundred twenty-three million six hundred twenty-seven thousand
ISSUED. ($11,223,627,000) have heretofore been issued under the
Indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
2
(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,
(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,
3
(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 -- Principal Amount $10,750,000,
Nos. 1-11
(233-248) Bonds of 1981 Series AP -- Principal Amount $124,000,000,
Nos. 1-16
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and -- Principal Amount $5,430,000,
MMP No. 2
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
4
(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 1993 Series G -- Principal Amount $225,000,000,
5
(284) Bonds of 1993 Series K -- Principal Amount $160,000,000,
(285) Bonds of 1991 Series EP -- Principal Amount $41,480,000,
(286) Bonds of 1993 Series H -- Principal Amount $50,000,000,
(287) Bonds of 1999 Series D -- Principal Amount $40,000,000,
(288) Bonds of 1991 Series FP -- Principal Amount $98,375,000,
(289) Bonds of 1992 Series BP -- Principal Amount $20,975,000,
(290) Bonds of 1992 Series D -- Principal Amount $300,000,000,
(291) Bonds of 1992 Series CP -- Principal Amount $35,000,000,
(292) Bonds of 1993 Series C -- Principal Amount $225,000,000,
(293) Bonds of 1993 Series E -- Principal Amount $400,000,000,
(294) Bonds of 1993 Series J -- Principal Amount $300,000,000,
(295-300) Bonds of Series KKP Nos. 10-15 -- Principal Amount $179,590,000,
(301) Bonds of 1989 Series BP No. 2 -- Principal Amount $36,000,000,
(302) Bonds of 1993 Series FP -- Principal Amount $5,685,000,
(303) Bonds of 1993 Series IP -- Principal Amount $5,825,000,
(304) Bonds of 1994 Series AP -- Principal Amount $7,535,000,
(305) Bonds of 1994 Series BP -- Principal Amount $12,935,000,
(306) Bonds of 1994 Series DP -- Principal Amount $23,700,000,
(307) Bonds of 1994 Series C -- Principal Amount $200,000,000,
and
(308) Bonds of 2000 Series A -- Principal Amount $220,000,000,
all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having matured or having been
called for
6
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;
(309) 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 havetofore been retired and One hundred four million six
hundred seventy-six thousand dollars ($104,676,000) principal
amount are outstanding at the date hereof;
(310) 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 four thousand dollars
($54,704,000) principal amount have heretofore been retired and
Thirty million seven hundred seventy-one thousand dollars
($30,771,000) principal amount are outstanding at the date
hereof;
(311) 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;
(312) 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;
(313) 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;
(314) 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;
(315) 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;
(316) 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;
(317) Bonds of 1995 Series AP in the principal amount of Ninety-seven
million dollars ($97,000,000), all of which are outstanding at
the date hereof;
7
(318) Bonds of 1995 Series BP in the principal amount of Twenty-two
million, one hundred seventy-five thousand dollars ($22,175,000),
all of which are outstanding at the date hereof;
(319) 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;
(320) 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;
(321) 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;
(322) Bonds of 2000 Series B in the principal amount of Fifty million
seven hundred forty-five thousand dollars ($50,745,000), all of
which are outstanding at the date hereof;
(323) Bonds of 2001 Series AP in the principal amount of Thirty-one
million ($31,000,000), all of which are outstanding at the date
hereof;
(324) Bonds of 2001 Series BP in the principal amount of Eighty-two
million three hundred fifty thousand ($82,350,000), all of which are
outstanding at the date hereof;
(325) Bonds of 2001 Series CP in the principal amount of One hundred
thirty-nine million eight hundred fifty-five thousand dollars
($139,855,000), all of which are outstanding at the date hereof;
(326) Bonds of 2001 Series D in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at
the date hereof;
(327) Bonds of 2001 Series E in the principal amount of Five hundred
million dollars ($500,000,000), all of which are outstanding at
the date hereof;
(328) Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
(329) Bonds of 2002 Series B in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
8
(330) Bonds of 2002 Series C in the principal amount of Sixty-four million
three hundred thousand dollars ($64,300,000), all of which are
outstanding at the date hereof;
(331) Bonds of 2002 Series D in the principal amount of Fifty-five
million nine hundred seventy-five thousand dollars
($55,975,000), all of which are outstanding at the date hereof;
(332) Bonds of 2003 Series A in the principal amount of Forty-nine
million dollars ($49,000,000), all of which are outstanding at
the date hereof;
(333) INTENTIONALLY RESERVED FOR 1990 SERIES D;
(334) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(335) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(336) Bonds of 2004 Series A in the principal amount of Thirty-six
million dollars ($36,000,000), all of which are outstanding at
the date hereof;
(337) Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000), all of which are
outstanding at the date hereof; and
(338) Bonds of 2004 Series D in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at
the date hereof;
(339) Bonds of 2005 Series A 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), all of which are outstanding at
the date hereof; and
accordingly, the Company has issued and has presently
outstanding Three billion thirty million one hundred eighty-two
thousand dollars ($3,030,182,000) aggregate principal amount of
its General and Refunding Mortgage Bonds (the "Bonds") at the
date hereof.
REASON FOR WHEREAS, the Company intends to issue 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
9
order further to secure its obligations with respect to such
Notes; and
BONDS TO BE 2005 WHEREAS, for such purpose the Company desires by this
SERIES AR AND 2005 Supplemental Indenture to create two new series of bonds, to
SERIES BR. be designated "General and Refunding Mortgage Bonds, 2005
Series AR" in the aggregate principal amount of two hundred
million dollars ($200,000,000) and "General and Refunding
Mortgage Bonds, 2005 Series BR" in the aggregate principal
amount of two hundred million dollars ($200,000,000), to be
authenticated and delivered pursuant to Section 8 of Article
III of the Indenture; and
FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in
the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better \
assuring and confirming unto the 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 by
INDENTURE. 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 Detroit
SUPPLEMENTAL Edison Company, in consideration of the premises and of the
INDENTURE. covenants contained in the Indenture and of the sum of One
Dollar ($1.00) and other good and valuable consideration to
it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as
follows:
PART I.
CREATION OF THREE HUNDRED FORTY-FIRST
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES AR BONDS
TERMS OF SECTION 1. The Company hereby creates the three hundred
BONDS OF forty-first series of bonds to be issued under and secured
2005 SERIES AR. by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 2005
Series AR" (elsewhere herein referred to as the "bonds of
2005 Series AR"). The aggregate principal amount of bonds of
2005 Series AR shall be limited to two hundred million
dollars ($200,000,000), except as provided in Sections 7 and
13 of Article II of the Original Indenture with respect to
exchanges and replacements of bonds, and except further that
the Company may, without the consent of any holder of the
bonds of 2005 Series AR, "reopen" the bonds of 2005 Series
AR 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 AR
have the same tenor and terms as the bonds of 2005 Series AR
established hereby.
Subject to the release provisions set forth below, each
bond of 2005 Series AR is to be irrevocably assigned to,
and registered in the name of, ▇.▇. ▇▇▇▇▇▇ Trust
Company, National Association, as trustee, or a
successor trustee (said trustee or any successor trustee
being hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture, dated
as of June 30, 1993 (the "Note Indenture"), as
supplemented, between the Note Indenture Trustee and the
Company,
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to secure payment of the Company's 2005 Series AR 4.80%
Senior Notes due 2015 (for purposes of this Part I, the
"4.80% Notes").
The bonds of 2005 Series AR shall be issued as
registered bonds without coupons in denominations of a
multiple of $1,000. The bonds of 2005 Series AR shall be
issued in the aggregate principal amount of
$200,000,000, shall mature on February 15, 2015 (subject
to earlier redemption or release) and shall bear
interest at the rate of 4.80% per annum, payable
semi-annually in arrears on February 15 and August 15 of
each year (commencing August 15, 2005), until the
principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect
to the payment of said principal shall have been
discharged as provided in the Indenture. The bonds of
2005 Series AR shall bear additional interest
("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7,
2005, among the Company and the other parties named
therein upon the occurrence of any Registration Default
(as defined therein). Additional Interest shall be
payable on the applicable interest payment dates to the
same persons and in the same manner as provided herein
for payments of ordinary interest.
The bonds of 2005 Series AR 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 AR shall be
payable, both as to principal and interest, at the
office or agency of the Company in the Borough of
Manhattan, the City and State of New York, in any coin
or currency of the United States of America which at the
time of payment is legal tender for public and private
debts.
Except as provided herein, each bond of 2005 Series AR
shall be dated the date of its authentication and
interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding
the date thereof to which interest has been paid on
bonds of 2005 Series AR, unless the bond is
authenticated on a date to which interest has been paid,
in which case interest shall be payable from the date of
authentication, or unless the date of authentication is
prior to August 15, 2005, in which case interest shall
be payable from February 7, 2005.
The bonds of 2005 Series AR in definitive form shall be,
at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations
as aforesaid and numbered 1 and upwards
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(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 AR). Until bonds of
2005 Series AR 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 AR in temporary form, as provided in
Section 10 of Article II of the Indenture. Temporary bonds
of 2005 Series AR, if any, may be printed and may be issued
in authorized denominations in substantially the form of
definitive bonds of 2005 Series AR, 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 AR 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 AR,
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 AR 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 AR 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 AR
not less than ten (10) days preceding such subsequent
record date, which subsequent record date shall be at
least five (5) days prior to the payment date of such
defaulted interest.
Bonds of 2005 Series AR shall not be assignable or
transferable except as may be set forth under Section
405 of the Note Indenture or in the supplemental note
indenture relating to the 4.80% Notes, or, subject to
compliance with applicable law, as may be involved in
the course of the exercise of rights and remedies
consequent upon an Event of Default under the Note
Indenture. Any such transfer shall be made upon
surrender thereof for cancellation at the office or
agency of the
13
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 AR shall
in the same manner be exchangeable for a like aggregate
principal amount of bonds of 2005 Series AR 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 AR during
any period of ten (10) days next preceding any
redemption date for such bonds.
Bonds of 2005 Series AR, in definitive and temporary
form, may bear such legends as may be necessary to
comply with any law or with any rules or regulations
made pursuant thereto or as may be specified in the Note
Indenture.
Upon payment of the principal or premium, if any, or
interest on the 4.80% Notes, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture, bonds
of 2005 Series AR in a principal amount equal to the
principal amount of such 4.80% Notes, shall, to the
extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment
of principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
RELEASE. From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series AR 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 AR 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 AR to be less than the then
outstanding principal amount of the 4.80% Notes.
REDEMPTION SECTION 2. Bonds of 2005 shall be redeemed on the
OF respective Series dates and in the respective principal
BONDS OF 2005 amounts which correspond to the AR. redemption dates for,
SERIES AR and the principal amounts to be redeemed of, the
4.80% Notes.
14
In the event the Company elects to redeem any 4.80% Notes
prior to maturity in accordance with the provisions of the
Note Indenture, the Company shall give the Trustee notice of
redemption of bonds of 2005 Series AR on the same date as it
gives notice of redemption of 4.80% Notes to the Note
Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the
OF Note Indenture and the acceleration of all 4.80% Notes, the
BONDS OF 2005 bonds of 2005 Series AR shall be redeemable in whole upon
SERIES AR IN receipt by the Trustee of a written demand (hereinafter
EVENT OF called a "Redemption Demand") from the Note Indenture
ACCELERATION Trustee stating that there has occurred under the Note
OF Indenture both an Event of Default and a declaration of
NOTES. acceleration of payment of principal, accrued interest
and premium, if any, on the 4.80% Notes, specifying the
last date to which interest on the 4.80% Notes has been
paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding
redemption of the bonds of said series. The Trustee
shall, within five (5) days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series so
demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as the
Demand Redemption Date shall be mailed by the Company to
the Trustee at least ten (10) days prior to such Demand
Redemption Date. The date to be fixed by the Company as
and for the Demand Redemption Date may be any date up to
and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y)
the maturity date of such bonds first occurring
following the 20th day after the receipt by the Trustee
of the Redemption Demand; provided, however, 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 AR 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
15
principal amount thereof plus accrued interest thereon at
the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an
amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on all 4.80%
Notes; provided, however, that in the event of a receipt
by the Trustee of a notice that, pursuant to Section 602
of the Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any right under the
Note Indenture, then any Redemption Demand shall thereby
be rescinded by the Note Indenture Trustee, and no
Demand Redemption Notice shall be given, or, if already
given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to take
any action pursuant to a Redemption Demand and such
Redemption Demand shall be of no force or effect, unless
it is executed in the name of the Note Indenture Trustee
by its President or one of its Vice Presidents.
FORM SECTION 4. The bonds of 2005 Series AR and the form of
OF BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES AR. substantially in the following forms, respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2005 SERIES AR
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 April 1, 2005, between The Detroit
Edison Company and ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇
Trust Company,
16
National Association, as Note Indenture Trustee, or
registered assigns, at the Company's office or agency in the
Borough of Manhattan, the City and State of New York, the
principal sum of ________ Dollars ($_________) in lawful
money of the United States of America on February 15, 2015
(subject to earlier redemption or release) and interest
thereon at the rate of 4.80% per annum, in like lawful
money, from February 7, 2005, and after the first payment of
interest on bonds of this Series has been made or otherwise
provided for, from the most recent date to which interest
has been paid or otherwise provided for, semi-annually on
February 15 and August 15 of each year (commencing
August 15, 2005), until the Company's obligation with
respect to payment of said principal shall have been
discharged, all as provided, to the extent and in the
manner specified in the Indenture hereinafter mentioned
and in the supplemental indenture pursuant to which this
bond has been issued.
Under a Collateral Trust Indenture, dated as of June 30,
1993, as amended and as further supplemented as of April
1, 2005 (hereinafter called the "Note Indenture"),
between the Company and ▇.▇. ▇▇▇▇▇▇ Trust Company,
National Association, as trustee (hereinafter called the
"Note Indenture Trustee"), the Company has issued its
2005 Series AR 4.80% Senior Notes due 2015 (the
"Notes"). This bond was originally issued to the Note
Indenture Trustee so as to secure the payment of the
Notes. Payments of principal of, or premium, if any, or
interest on, the Notes shall constitute like payments on
this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has
been issued.
Reference is hereby made to such further provisions of
this bond set 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 ▇.▇. ▇▇▇▇▇▇ Trust Company, National
Association, the Trustee under the Indenture, or its
successor thereunder, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
caused this instrument to be executed by an authorized
officer, with his manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and the same to be
attested by its Vice President and Corporate Secretary
or Assistant Corporate Secretary by manual or facsimile
signature.
17
Dated: _____________
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
[SEAL]
Attest: AUTHORIZED OFFICER
[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.
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee
By _______________________
Authorized Officers
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in
the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General
and Refunding Mortgage Bonds known as 2005 Series AR,
limited to an aggregate principal amount of
$200,000,000, except as otherwise provided in the
Indenture hereinafter mentioned. This bond and all other
bonds of said series are issued and to be issued under,
and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous
fund, established in accordance with the provisions of
the Indenture hereinafter mentioned, may afford
additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI
of said Indenture) by an Indenture, dated as of October
1, 1924, duly executed by the Company to ▇.▇. ▇▇▇▇▇▇
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 April 1, 2005) reference is hereby made for a
description of the properties and franchises mortgaged
and
18
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 April 1, 2005, are
hereinafter collectively called the "Indenture"). As
provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may
mature at different times, may bear interest at
different rates and may otherwise vary as in said
Indenture provided. With the consent of the Company and
to the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions
of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects
by affirmative vote of at least eighty-five percent
(85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of
bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of
at least eighty-five percent (85%) in amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the
Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment
of the principal of or the interest on this bond, which
in those respects is unconditional.
This bond is redeemable prior to the Release Date upon
the terms and conditions set forth in the Indenture,
including provision for redemption upon demand of the
Note Indenture Trustee following the occurrence of an
Event of Default under the Note Indenture and the
acceleration of the principal of the Notes.
Under the Indenture, funds may be deposited with the
Trustee (which shall have become available for payment),
in advance of the redemption date of any of the bonds of
2005 Series AR (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.
19
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 AR in a principal amount equal to the principal
amount of such Notes, and having both a corresponding
maturity date and interest rate shall, to the extent of
such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease
and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable except as
set forth under Section 405 of the Note Indenture or in
the supplemental indenture relating to the Notes, or,
subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Note Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney
duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of
Manhattan, the City and State of New York, upon
surrender and cancellation of this bond, and thereupon,
a new registered bond of the same series of authorized
denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and
this bond with others in like form may in like manner be
exchanged for one or more new bonds of the same series
of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the
terms and conditions set forth in the Indenture, and
upon payment, in any event, of the charges prescribed in
the Indenture.
From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series AR 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 AR 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
20
that would cause the outstanding principal amount of the
bond of 2005 Series AR to be less than the then outstanding
principal amount of the Notes.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any
claim based hereon or otherwise in respect hereof or of
the Indenture, or of any indenture supplemental thereto,
against any incorporator, or against any past, present
or future stockholder, director or officer, as such, of
the Company, or of any predecessor or successor
corporation, either directly or through the Company or
any such predecessor or successor corporation, whether
for amounts unpaid on stock subscriptions or by virtue
of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise
howsoever; all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released by every holder or
owner hereof, as more fully provided in the Indenture.
PART II.
CREATION OF THREE HUNDRED FORTY-SECOND
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES BR BONDS
TERMS OF SECTION 1. The Company hereby creates the three hundred
BONDS OF series of bonds to be issued under and secured by the
2005 SERIES BR. Original forty-second 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, sby the title "General and Refunding Mortgage
Bonds, 2005 Series BR" (elsewhere herein referred to as the
"bonds of 2005 Series BR"). The aggregate principal amount
of bonds of 2005 Series BR shall be limited to two hundred
million dollars ($200,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds, and
except further that the Company may, without the consent
of any holder of the bonds of 2005 Series BR, "reopen"
the bonds of 2005 Series BR 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 BR have the same
tenor and terms as the bonds of 2005 Series BR
established hereby.
Subject to the release provisions set forth below, each
bond of 2005 Series BR is to be irrevocably assigned to,
and registered in the name of,
21
▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as trustee,
or a successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture, dated
as of June 30, 1993 (the "Note Indenture"), as
supplemented, between the Note Indenture Trustee and the
Company, to secure payment of the Company's 2005 Series
BR 5.45% Senior Notes due 2035 (for purposes of this
Part II, the "5.45% Notes").
The bonds of 2005 Series BR shall be issued as
registered bonds without coupons in denominations of a
multiple of $1,000. The bonds of 2005 Series BR shall be
issued in the aggregate principal amount of
$200,000,000, shall mature on February 15, 2035 (subject
to earlier redemption or release) and shall bear
interest at the rate of 5.45% per annum, payable
semi-annually in arrears on February 15 and August 15 of
each year (commencing August 15, 2005), until the
principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect
to the payment of said principal shall have been
discharged as provided in the Indenture. The bonds of
2005 Series BR shall bear additional interest
("Additional Interest") pursuant to that certain
Registration Rights Agreement, dated as of February 7,
2005, among the Company and the other parties named
therein upon the occurrence of any Registration Default
(as defined therein). Additional Interest shall be
payable on the applicable interest payment dates to the
same persons and in the same manner as provided herein
for payments of ordinary interest.
The bonds of 2005 Series BR 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 BR shall be
payable, both as to principal and interest, at the
office or agency of the Company in the Borough of
Manhattan, the City and State of New York, in any coin
or currency of the United States of America which at the
time of payment is legal tender for public and private
debts.
Except as provided herein, each bond of 2005 Series BR
shall be dated the date of its authentication and
interest shall be payable on the principal represented
thereby from the February 15 or August 15 next preceding
the date thereof to which interest has been paid on
bonds of 2005 Series BR, unless the bond is
authenticated on a date to which interest has been paid,
in which case interest shall be payable from the date of
authentication, or unless the date of authentication is
prior to August 15, 2005, in which case interest shall
be payable from February 7, 2005.
22
The bonds of 2005 Series BR in definitive form shall be,
at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations
as aforesaid and numbered 1 and upwards (with such
further designation as may be appropriate and desirable
to indicate by such designation the form, series and
denomination of bonds of 2005 Series BR). Until bonds of
2005 Series BR 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 BR in temporary form,
as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2005 Series BR, if any,
may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of 2005 Series BR, 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 BR 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 BR,
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 BR 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 BR 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 BR
not less than ten (10) days preceding such subsequent
record date, which subsequent record date shall be at
least five (5) days prior to the payment date of such
defaulted interest.
Bonds of 2005 Series BR shall not be assignable or
transferable except as may be set forth under Section
405 of the Note Indenture or in the supplemental note
indenture relating to the 5.45% Notes, or, subject to
23
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 BR shall in the same
manner be exchangeable for a like aggregate principal
amount of bonds of 2005 Series BR 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 BR during
any period of ten (10) days next preceding any
redemption date for such bonds.
Bonds of 2005 Series BR, in definitive and temporary
form, may bear such legends as may be necessary to
comply with any law or with any rules or regulations
made pursuant thereto or as may be specified in the Note
Indenture.
Upon payment of the principal or premium, if any, or
interest on the 5.45% Notes, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture, bonds
of 2005 Series BR in a principal amount equal to the
principal amount of such 5.45% Notes, shall, to the
extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment
of principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
RELEASE. From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series BR 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 BR 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 BR to be less than the then
outstanding principal amount of the 5.45% Notes.
24
REDEMPTION SECTION 2. Bonds of 2005 Series BR shall be redeemed on the
OF respective dates and in the respective principal amounts
BONDS OF 2005 which correspond to the redemption dates for, and the
SERIES BR principal amounts to be redeemed of, the 5.45% Notes.
In the event the Company elects to redeem any 5.45%
Notes prior to maturity in accordance with the
provisions of the Note Indenture, the Company shall give
the Trustee notice of redemption of bonds of 2005 Series
BR on the same date as it gives notice of redemption of
5.45% Notes to the Note Indenture Trustee.
REDEMPTION OF SECTION 3. In the event of an Event of Default under the
BONDS OF 2005 Note Indenture Series and the acceleration of all 5.45%
SERIES BR IN Notes, the bonds of 2005 Series BR shall be redeemable in
EVENT OF whole upon receipt by the Trustee of a written demand
ACCELERATION (hereinafter called a "Redemption Demand") from the Note
OF Indenture Trustee stating that there has occurred under the
NOTES. Note Indenture both an Event of Default and a declaration of
acceleration of payment of principal, accrued interest
and premium, if any, on the 5.45% Notes, specifying the
last date to which interest on the 5.45% Notes has been
paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding
redemption of the bonds of said series. The Trustee
shall, within five (5) days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series so
demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as the
Demand Redemption Date shall be mailed by the Company to
the Trustee at least ten (10) days prior to such Demand
Redemption Date. The date to be fixed by the Company as
and for the Demand Redemption Date may be any date up to
and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y)
the maturity date of such bonds first occurring
following the 20th day after the receipt by the Trustee
of the Redemption Demand; provided, however, that if the
Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day
preceding the earlier of such dates, the Demand
Redemption Date shall be deemed to be the earlier of
such dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called
the "Demand Redemption Notice") to the Note Indenture
Trustee not more than ten (10) nor less than five (5)
days prior to the Demand Redemption Date.
25
Each bond of 2005 Series BR shall be redeemed by the
Company on the Demand Redemption Date therefor upon
surrender thereof by the Note Indenture Trustee to the
Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an
amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on all 5.45%
Notes; provided, however, that in the event of a receipt
by the Trustee of a notice that, pursuant to Section 602
of the Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any 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 4. The bonds of 2005 Series BR and the form of
OF BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES BR. substantially in the following forms, respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2005 SERIES BR
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 April 1, 2005, between The Detroit
Edison Company and ▇.▇. ▇▇▇▇▇▇ 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-
26
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to ▇.▇. ▇▇▇▇▇▇
Trust Company, National Association, as Note Indenture
Trustee, or registered assigns, at the Company's office
or agency in the Borough of Manhattan, the City and
State of New York, the principal sum of _________
Dollars ($________) in lawful money of the United States
of America on February 15, 2035 (subject to earlier
redemption or release) and interest thereon at the rate
of 5.45% per annum, in like lawful money, from February
7, 2005, and after the first payment of interest on
bonds of this Series has been made or otherwise provided
for, from the most recent date to which interest has
been paid or otherwise provided for, semi-annually on
February 15 and August 15 of each year (commencing
August 15, 2005), until the Company's obligation with
respect to 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 April
1, 2005 (hereinafter called the "Note Indenture"),
between the Company and ▇.▇. ▇▇▇▇▇▇ Trust Company,
National Association, as trustee (hereinafter called the
"Note Indenture Trustee"), the Company has issued its
2005 Series BR 5.45% Senior Notes due 2035 (the
"Notes"). This bond was originally issued to the Note
Indenture Trustee so as to secure the payment of the
Notes. Payments of principal of, or premium, if any, or
interest on, the Notes shall constitute like payments on
this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has
been issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such
provisions shall for all purposes have the same effect
as though set forth in this place.
This bond shall not be valid or become obligatory for any
purpose until ▇.▇. ▇▇▇▇▇▇ Trust Company, National
Association, the Trustee under the Indenture, or its
successor thereunder, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
caused this instrument to be executed by an authorized
officer, with his manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and the same to be
attested
27
by its Vice President and Corporate Secretary or Assistant
Corporate Secretary by manual or facsimile signature.
Dated: _____________
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
[SEAL]
Attest: AUTHORIZED OFFICER
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee
By _______________________
Authorized Officer
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in
the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General
and Refunding Mortgage Bonds known as 2005 Series BR,
limited to an aggregate principal amount of
$200,000,000, except as otherwise provided in the
Indenture hereinafter mentioned. This bond and all other
bonds of said series are issued and to be issued under,
and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous
fund, established in accordance with the provisions of
the Indenture hereinafter mentioned, may afford
additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI
of said Indenture) by an Indenture, dated as of October
1, 1924, duly executed by the Company to ▇.▇. ▇▇▇▇▇▇
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 April 1, 2005) reference is hereby made for a
description of the properties and franchises mortgaged
and conveyed,
28
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
April 1, 2005, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at
different rates and may otherwise vary as in said
Indenture provided. With the consent of the Company and
to the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions
of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects
by affirmative vote of at least eighty-five percent
(85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of
bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of
at least eighty-five percent (85%) in amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the
Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment
of the principal of or the interest on this bond, which
in those respects is unconditional.
This bond is redeemable prior to the Release Date upon
the terms and conditions set forth in the Indenture,
including provision for redemption upon demand of the
Note Indenture Trustee following the occurrence of an
Event of Default under the Note Indenture and the
acceleration of the principal of the Notes.
Under the Indenture, funds may be deposited with the
Trustee (which shall have become available for payment),
in advance of the redemption date of any of the bonds of
2005 Series BR (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.
29
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 BR in a principal amount equal to the principal
amount of such Notes, and having both a corresponding
maturity date and interest rate shall, to the extent of
such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease
and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable except as
set forth under Section 405 of the Note Indenture or in
the supplemental indenture relating to the Notes, or,
subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Note Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney
duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of
Manhattan, the City and State of New York, upon
surrender and cancellation of this bond, and thereupon,
a new registered bond of the same series of authorized
denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and
this bond with others in like form may in like manner be
exchanged for one or more new bonds of the same series
of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the
terms and conditions set forth in the Indenture, and
upon payment, in any event, of the charges prescribed in
the Indenture.
From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series BR 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 BR 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
30
Series BR 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 III.
RECORDING AND FILING DATA
RECORDING The Original Indenture and indentures supplemental thereto
AND FILING OF have been recorded and/or filed and Certificates of
ORIGINAL Provision for Payment have been recorded as hereinafter set
INDENTURE. 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 Pursuant to the terms and provisions of the Original
AND FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been Recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
31
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------------
June 1, 1925(a)(b) Series B Bonds February 1, 1940
August 1, 1927(a)(b) Series C Bonds February 1, 1940
February 1, 1931(a)(b) Series D Bonds February 1, 1940
June 1, 1931(a)(b) Subject Properties February 1, 1940
October 1, 1932(a)(b) Series E Bonds February 1, 1940
September 25, 1935(a)(b) Series F Bonds February 1, 1940
September 1, 1936(a)(b) Series G Bonds February 1, 1940
November 1, 1936(a)(b) Subject Properties February 1, 1940
February 1, 1940(a)(b) Subject Properties September 1, 1947
December 1, 1940(a)(b) Series H Bonds and Additional Provisions September 1, 1947
September 1, 1947(a)(b)(c) Series I Bonds, Subject Properties and Additional November 15, 1951
Provisions
March 1, 1950(a)(b)(c) Series J Bonds and Additional Provisions November 15, 1951
November 15, 1951(a)(b)(c) Series K Bonds Additional Provisions and Subject January 15, 1953
Properties
January 15, 1953(a)(b) Series L Bonds May 1, 1953
May 1, 1953(a) Series M Bonds and Subject Properties March 15, 1954
March 15, 1954(a)(c) Series N Bonds and Subject Properties May 15, 1955
May 15, 1955(a)(c) Series O Bonds and Subject Properties August 15, 1957
August 15, 1957(a)(c) Series P Bonds Additional Provisions and Subject June 1, 1959
Properties
June 1, 1959(a)(c) Series Q Bonds and Subject Properties December 1, 1966
December 1, 1966(a)(c) Series R Bonds Additional Provisions and Subject October 1, 1968
Properties
October 1, 1968(a)(c) Series S Bonds and Subject Properties December 1, 1969
December 1, 1969(a)(c) Series T Bonds and Subject Properties July 1, 1970
July 1, 1970(c) Series U Bonds and Subject Properties December 15, 1970
December 15, 1970(c) Series V and Series W Bonds June 15, 1971
June 15, 1971(c) Series X Bonds and Subject Properties November 15, 1971
November 15, 1971(c) Series Y Bonds and Subject Properties January 15, 1973
32
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------------
January 15, 1973(c) Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974 Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974 Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975 Series CC Bonds and Subject Properties November 1, 1975
November 1, 1975 Series DDP Nos. 1-9 Bonds and Subject Properties December 15, 1975
December 15, 1975 Series ▇▇ ▇▇▇▇▇ and Subject Properties February 1, 1976
February 1, 1976 Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976 Series GGP Nos. 1-7 Bonds and Subject Properties July 15, 1976
July 15, 1976 Series ▇▇ ▇▇▇▇▇ and Subject Properties February 15, 1977
February 15, 1977 Series MMP Bonds and Subject Properties March 1, 1977
March 1, 1977 Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, June 15, 1977
Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977 Series FFR No. 14 Bonds and Subject Properties July 1, 1977
July 1, 1977 Series NNP Nos. 1-7 Bonds and Subject Properties October 1, 1977
October 1, 1977 Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 June 1, 1978
Bonds and Subject Properties
June 1, 1978 Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject October 15, 1978
Properties
October 15, 1978 Series ▇▇ ▇▇▇▇▇ and Subject Properties March 15, 1979
March 15, 1979 Series SS Bonds and Subject Properties July 1, 1979
July 1, 1979 Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds September 1, 1979
and Series TTP Nos. 1-15 Bonds and Subject Properties
33
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------------
September 1, 1979 Series JJP ▇▇. ▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇ Bonds, Series September 15, 1979
LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series
OOP No. 18 Bonds and Subject Properties
September 15, 1979 Series UU Bonds January 1, 1980
January 1, 1980 1980 Series A Bonds and Subject Properties April 1, 1980
April 1, 1980 1980 Series B Bonds August 15, 1980
August 15, 1980 Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. ▇-▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ and 1980 Series DP No. 1-11 Bonds and Subject
Properties
August 1, 1981 1980 Series CP Nos. 13-25 Bonds and Subject Properties November 1, 1981
November 1, 1981 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982 Article XIV Reconfirmation August 15, 1982
August 15, 1982 1981 Series AP Nos. 13-14 and Subject Properties June 1, 1983
June 1, 1983 1981 Series AP Nos. 15-16 and Subject Properties October 1, 1984
October 1, 1984 1984 Series AP and 1984 Series BP Bonds and Subject May 1, 1985
Properties
May 1, 1985 1985 Series A Bonds May 15, 1985
May 15, 1985 1985 Series B Bonds and Subject Properties October 15, 1985
October 15, 1985 Series KKP No. 9 Bonds and Subject Properties April 1, 1986
April 1, 1986 1986 Series A and Subject Properties August 15, 1986
August 15, 1986 1986 Series B and Subject Properties November 30, 1986
November 30, 1986 1986 Series C January 31, 1987
January 31, 1987 1987 Series A April 1, 1987
April 1, 1987 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987 1987 Series D and 1987 Series E and Subject Properties November 30, 1987
November 30, 1987 1987 Series F June 15, 1989
June 15, 1989 1989 Series A July 15, 1989
July 15, 1989 Series KKP No. 10 December 1, 1989
34
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------------
December 1, 1989 Series KKP No. 11 and 1989 Series BP February 15, 1990
February 15, 1990 1990 Series A, 1990 Series B, 1990 Series C, 1990 November 1, 1990
Series D, 1990 Series E and 1990 Series F
November 1, 1990 Series KKP No. 12 April 1, 1991
April 1, 1991 1991 Series AP May 1, 1991
May 1, 1991 1991 Series BP and 1991 Series CP May 15, 1991
May 15, 1991 1991 Series DP September 1, 1991
September 1, 1991 1991 Series EP November 1, 1991
November 1, 1991 1991 Series FP January 15, 1992
January 15, 1992 1992 Series BP February 29, 1992 and April 15, 1992
February 29, 1992 1992 Series AP April 15, 1992
April 15, 1992 Series KKP No. 13 July 15, 1992
July 15, 1992 1992 Series CP November 30, 1992
July 31, 1992 1992 Series D November 30, 1992
November 30, 1992 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992 Series KKP No. 14 and 1989 Series BP No. 2 March 15, 1992
January 1, 1993 1993 Series C April 1, 1993
March 1, 1993 1993 Series E June 30, 1993
March 15, 1993 1993 Series D September 15, 1993
April 1, 1993 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993 1993 Series G and Amendment of Article II, Section 5 September 15, 1993
May 31, 1993 1993 Series J September 15, 1993
September 15, 1993 1993 Series K ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ 1, 1994 1994 Series AP June 15, 1994
June 15, 1994 1994 Series BP December 1, 1994
August 15, 1994 1994 Series C December 1, 1994
December 1, 1994 Series KKP No. 15 and 1994 Series DP August 1, 1995
August 1, 1995 1995 Series AP and 1995 Series DP August 1, 1999
35
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate
Commerce Commission filing and recordation information.
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of
State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for County of
Genesee, Michigan recording and filing information.
RECORDING OF 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 Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q,
PAYMENT. R, S, W, Y, Z, ▇▇, ▇▇, ▇▇, ▇▇▇ ▇▇▇. ▇-▇, ▇▇▇ 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, ▇▇, ▇▇▇▇ Series A, 1980 Series
CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP
Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series
A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
No. 2, 1989 Series A, 1990 Series A, 1993 Series D, 1993
Series G and 1993 Series H which were issued under
Supplemental Indentures dated as of, respectively, June
1, 1925, August 1, 1927, February 1, 1931, October 1,
1932, September 25, 1935, September 1, 1936, December 1,
1940, September 1, 1947, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August
15, 1957, December 15, 1970, November 15, 1971, January
15, 1973, May 1, 1974, October 1, 1974, January 15,
1975, November 1, 1975, February 1, 1976, June 15, 1976,
July 15, 1976, October 1, 1977, March 1, 1977, July 1,
1979, March 1, 1977, March 1, 1977, March 1, 1977,
September 1, 1979, July 1, 1977, July 1, 1979, September
15, 1979, October 1, 1977, June 1, 1978, October 1,
1977, July 1, 1979, January 1, 1980, August 15, 1980,
November 1, 1981, October 1, 1984 May 1, 1985, May 15,
1985, January 31, 1987, June 1, 1978, October 15, 1978,
December 15, 1975, February 15, 1977, September 1, 1979,
June 15, 1989, February 15, 1990, March 15, 1993, April
26, 1992 and September 15, 1992 have matured or have
been called for redemption and funds sufficient for such
payment or redemption have been irrevocably deposited
with the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the offices
of the respective Registers of Deeds of certain counties
in the State of Michigan, with respect to all bonds of
Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC,
DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP
▇▇. ▇, ▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇. ▇ and GGP No. 8.
36
PART IV.
THE TRUSTEE.
TERMS AND CONDITIONS The Trustee hereby accepts the trust hereby declared and
OF ACCEPTANCE OF provided, and agrees to perform the same upon the terms
TRUST BY TRUSTEE. and conditions in the Original Indenture, as amended to
date and as supplemented by this Supplemental Indenture,
and in this Supplemental Indenture set forth, and upon
the following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or
sufficiency of this Supplemental Indenture or the due
execution hereof by the Company or for or in respect of
the recitals contained herein, all of which recitals are
made by the Company solely.
PART V.
MISCELLANEOUS.
CONFIRMATION OF 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 ▇.▇.
▇▇▇▇▇▇ 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.
37
THE DETROIT EDISON COMPANY,
(Corporate Seal) By: ____________________________________
Name:
Title:
EXECUTION
Attest:
By: __________________________________
Name:
Title:
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
______________________________________
Name:
______________________________________
Name:
38
STATE OF MICHIGAN
SS.:
COUNTY OF ▇▇▇▇▇
Acknowledgement of On this ____ day of _______ 2005, before me, the
Execution by Company. subscriber, a Notary Public within and for the County of
▇▇▇▇▇, in the State of Michigan, acting in the County of
▇▇▇▇▇, personally appeared ▇.▇. ▇▇▇▇▇▇, to me personally
known, who, being by me duly sworn, did say that he does
business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
is the Vice President and Treasurer of THE DETROIT
EDISON COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows
the corporate seal of the said corporation and that the
seal affixed to said instrument is the corporate seal of
said corporation; and that said instrument was signed
and sealed in behalf of said corporation by authority of
its Board of Directors and that he subscribed his name
thereto by like authority; and said ▇.▇. ▇▇▇▇▇▇
acknowledged said instrument to be the free act and deed
of said corporation.
(Notarial Seal)
_______________________________
Notary Public, State of Michigan
County of ▇▇▇▇▇
My Commission Expires ________________
Acting in the County of ▇▇▇▇▇
39
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION,
(Corporate Seal) By:________________________________
Name:
Title:
Attest:
Name: ________________________
Title: _______________________
Signed, sealed and delivered by
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION,
in the presence of
______________________________________
Name:
______________________________________
Name:
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STATE OF MICHIGAN
SS:
COUNTY OF ▇▇▇▇▇
Acknowledgment of On this _____ day of __________ 2005, before me, the
Execution by Trustee. subscriber, a Notary Public within and for the County of
▇▇▇▇▇, 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 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
and he is ___________________ of ▇.▇. ▇▇▇▇▇▇ TRUST
COMPANY, NATIONAL ASSOCIATION, one of the corporations
described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument
is the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and
that he subscribed his name thereto by like authority;
and said ________________ acknowledged said instrument
to be the free act and deed of said corporation.
(Notarial Seal) ____________________________________
Notary Public, State of Michigan
No.
County of ▇▇▇▇▇
Commission Expires _________________
Acting in the County of ____________
41
STATE OF MICHIGAN
SS:
COUNTY OF ▇▇▇▇▇.
Affidavit as ▇.▇. ▇▇▇▇▇▇ being duly sworn, says that he is the Vice
to Consideration President and Treasurer of THE DETROIT EDISON COMPANY,
and Good Faith. the Mortgagor named in the foregoing instrument, and
that he has knowledge of the facts in regard to the
making of said instrument and of the consideration
therefor; that the consideration for said instrument was
and is actual and adequate, and that the same was given
in good faith for the purposes in such instrument set
forth.
_______________________________________
▇.▇. ▇▇▇▇▇▇
Vice President and Treasurer
The Detroit Edison Company
Sworn to before me this ____ day of __________, 2005
(Notarial Seal) _______________________________________
Notary Public, State of Michigan
County of ▇▇▇▇▇
My Commission Expires _______________
Acting in the County of ▇▇▇▇▇
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This instrument was drafted by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.,
When recorded return to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
43