EXHIBIT 4.2
INDENTURE
DATED AS OF AUGUST 1, 2005
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THE DETROIT EDISON COMPANY
(▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 48226)
TO
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY, NATIONAL ASSOCIATION
(Successor to Bank One, National Association)
(▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 48226)
AS TRUSTEE
---------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES DT,
AND
(B) RECORDING AND FILING DATA
TABLE OF CONTENTS*
PAGE
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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................................................... 12
Bonds to be 2005 Series DT.......................................................... 12
Further Assurance................................................................... 12
Authorization of Supplemental Indenture............................................. 12
Consideration for Supplemental Indenture............................................ 13
PART I. CREATION OF THREE HUNDRED FORTY-THIRD SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2005 SERIES DT......................................... 13
Sec. 1. Terms of Bonds of 2005 Series DT............................................ 13
Sec. 2. Release..................................................................... 16
Sec. 3. Redemption of Bonds of 2005 Series DT....................................... 16
Sec. 4. Redemption of Bonds of 2005 Series DT in Event of Acceleration of
Notes or in Event of Redemption of Notes Upon Acceleration of
Strategic Fund Bonds........................................................ 16
Sec. 5. Form of Bonds of 2005 Series DT............................................. 17
Form of Trustee's Certificate............................................... 21
PART II. RECORDING AND FILING DATA........................................................ 22
Recording and Filing of Original Indenture.......................................... 22
Recording and Filing of Supplemental Indentures..................................... 22
Recording of Certificates of Provision for Payment.................................. 26
PART III. THE TRUSTEE..................................................................... 27
Terms and Conditions of Acceptance of Trust by Trustee.............................. 27
PART IV. MISCELLANEOUS.................................................................... 27
Confirmation of Section 318(c) of Trust Indenture Act............................... 27
Execution in Counterparts........................................................... 27
Testimonium......................................................................... 27
Execution by Company................................................................ 28
Acknowledgment of Execution by Company.............................................. 29
Execution by Trustee................................................................ 30
Acknowledgment of Execution by Trustee.............................................. 31
Affidavit as to Consideration and Good Faith........................................ 32
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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 1st day of August, 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 its
INDENTURE AND Mortgage and Deed of Trust (hereinafter referred to as the
SUPPLEMENTALS. "Original Indenture"), dated as of October 1, 1924, to the
Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and provisions
of the Original Indenture, indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931,
October 1, 1932, September 25, 1935, September 1, 1936, November
1, 1936, February 1, 1940, December 1, 1940, September 1, 1947,
March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953,
March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959,
December 1, 1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November 15, 1971,
January 15, 1973, May 1, 1974, October 1, 1974, January 15,
1975, November 1, 1975, December 15, 1975, February 1, 1976,
June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980, August
15, 1980, August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May
15, 1985, October 15, 1985, April 1, 1986, August 15, 1986,
November 30, 1986, January 31, 1987, April 1, 1987, August 15,
1987, November 30, 1987, June 15, 1989, July 15, 1989, December
1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May
1, 1991, May 15, 1991, September 1, 1991, November 1, 1991,
January 15, 1992, February 29, 1992, April 15, 1992, July 15,
1992, July 31, 1992, November 30, 1992, December 15, 1992,
January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993,
April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993,
September 15, 1993, March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 1995, August 1, 1999, August
15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000,
March 15, 2001, May 1, 2001, August 15, 2001, September 15,
2001, September 17, 2002, October 15, 2002, December 1, 2002,
August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005
and April 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
3
Board of Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to the Trustee
thereunder; and
BONDS WHEREAS, bonds in the principal amount of Eleven billion 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 -- Principal Amount $26,016,000,
Series A
(2) Bonds of -- Principal Amount $23,000,000,
Series B
(3) Bonds of -- Principal Amount $20,000,000,
Series C
(4) Bonds of -- Principal Amount $50,000,000,
Series D
(5) Bonds of -- Principal Amount $15,000,000,
Series E
(6) Bonds of -- Principal Amount $49,000,000,
Series F
(7) Bonds of -- Principal Amount $35,000,000,
Series G
(8) Bonds of -- Principal Amount $50,000,000,
Series H
(9) Bonds of -- Principal Amount $60,000,000,
Series I
(10) Bonds of -- Principal Amount $35,000,000,
Series J
(11) Bonds of -- Principal Amount $40,000,000,
Series K
(12) Bonds of -- Principal Amount $24,000,000,
Series L
(13) Bonds of -- Principal Amount $40,000,000,
Series M
(14) Bonds of -- Principal Amount $40,000,000,
Series N
(15) Bonds of -- Principal Amount $60,000,000,
Series O
4
(16) Bonds of -- Principal Amount $70,000,000,
Series P
(17) Bonds of -- Principal Amount $40,000,000,
Series Q
(18) Bonds of -- Principal Amount $50,000,000,
Series W
(19) Bonds of -- Principal Amount $100,000,000,
Series AA
(20) Bonds of -- Principal Amount $50,000,000,
Series BB
(21) Bonds of -- Principal Amount $50,000,000,
Series CC
(22) Bonds of -- Principal Amount $100,000,000,
Series UU
(23-31) Bonds of -- Principal Amount $14,305,000,
Series DDP
Nos. 1-9
(32-45) Bonds of -- Principal Amount $45,600,000,
Series FFR
Nos. 1-14
(46-67) Bonds of -- Principal Amount $42,300,000,
Series GGP
Nos. 1-22
(68) Bonds of -- Principal Amount $50,000,000,
Series HH
(69-90) Bonds of -- Principal Amount $3,750,000,
Series IIP
Nos. 1-22
(91-98) Bonds of -- Principal Amount $6,850,000,
Series JJP
Nos. 1-8
(99-107) Bonds of -- Principal Amount $34,890,000,
Series KKP
Nos. 1-9
(108-122) Bonds of -- Principal Amount $8,850,000,
Series LLP
Nos. 1-15
5
(123-143) Bonds of -- Principal Amount $47,950,000,
Series NNP
Nos. 1-21
(144-161) Bonds of -- Principal Amount $18,880,000,
Series OOP
Nos. 1-18
(162-180) Bonds of -- Principal Amount $13,650,000,
Series QQP
Nos. 1-19
(181-195) Bonds of -- Principal Amount $3,800,000,
Series TTP
Nos. 1-15
(196) Bonds of 1980 -- Principal Amount $50,000,000,
Series A
(197-221) Bonds of 1980 -- Principal Amount $35,000,000,
Series CP
Nos. 1-25
(222-232) Bonds of 1980 -- Principal Amount $10,750,000,
Series DP
Nos. 1-11
(233-248) Bonds of 1981 -- Principal Amount $124,000,000,
Series AP
Nos. 1-16
(249) Bonds of 1985 -- Principal Amount $35,000,000,
Series A
(250) Bonds of 1985 -- Principal Amount $50,000,000,
Series B
(251) Bonds of -- Principal Amount $70,000,000,
Series PP
(252) Bonds of -- Principal Amount $70,000,000,
Series RR
(253) Bonds of -- Principal Amount $50,000,000,
Series EE
(254-255) Bonds of -- Principal Amount $5,430,000,
Series MMP and
MMP No. 2
(256) Bonds of -- Principal Amount $75,000,000,
Series T
6
(257) Bonds of -- Principal Amount $75,000,000,
Series U
(258) Bonds of 1986 -- Principal Amount $100,000,000,
Series B
(259) Bonds of 1987 -- Principal Amount $250,000,000,
Series D
(260) Bonds of 1987 -- Principal Amount $150,000,000,
Series E
(261) Bonds of 1987 -- Principal Amount $225,000,000,
Series C
(262) Bonds of -- Principal Amount $100,000,000,
Series V
(263) Bonds of -- Principal Amount $150,000,000,
Series SS
(264) Bonds of 1980 -- Principal Amount $100,000,000,
Series B
(265) Bonds of 1986 -- Principal Amount $200,000,000,
Series C
(266) Bonds of 1986 -- Principal Amount $200,000,000,
Series A
(267) Bonds of 1987 -- Principal Amount $175,000,000,
Series B
(268) Bonds of -- Principal Amount $100,000,000,
Series X
(269) Bonds of 1987 -- Principal Amount $200,000,000,
Series F
(270) Bonds of 1987 -- Principal Amount $300,000,000,
Series A
(271) Bonds of -- Principal Amount $60,000,000,
Series Y
(272) Bonds of -- Principal Amount $100,000,000,
Series Z
(273) Bonds of 1989 -- Principal Amount $300,000,000,
Series A
(274) Bonds of 1984 -- Principal Amount $2,400,000,
Series AP
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(275) Bonds of 1984 -- Principal Amount $7,750,000,
Series BP
(276) Bonds of -- Principal Amount $100,000,000,
Series R
(277) Bonds of -- Principal Amount $150,000,000,
Series S
(278) Bonds of 1993 -- Principal Amount $100,000,000,
Series D
(279) Bonds of 1992 -- Principal Amount $50,000,000,
Series E
(280) Bonds of 1993 -- Principal Amount $50,000,000,
Series B
(281) Bonds of 1989 -- Principal Amount $66,565,000,
Series BP
(282) Bonds of 1990 -- Principal Amount $194,649,000,
Series A
(283) Bonds of 1990 -- Principal Amount $0,
Series D
(284) Bonds of 1993 -- Principal Amount $225,000,000,
Series G
(285) Bonds of 1993 -- Principal Amount $160,000,000,
Series K
(286) Bonds of 1991 -- Principal Amount $41,480,000,
Series EP
(287) Bonds of 1993 -- Principal Amount $50,000,000,
Series H
(288) Bonds of 1999 -- Principal Amount $40,000,000,
Series D
(289) Bonds of 1991 -- Principal Amount $98,375,000,
Series FP
(290) Bonds of 1992 -- Principal Amount $20,975,000,
Series BP
(291) Bonds of 1992 -- Principal Amount $300,000,000,
Series D
8
(292) Bonds of 1992 -- Principal Amount $35,000,000,
Series CP
(293) Bonds of 1993 -- Principal Amount $225,000,000,
Series C
(294) Bonds of 1993 -- Principal Amount $400,000,000,
Series E
(295) Bonds of 1993 -- Principal Amount $300,000,000,
Series J
(296-301) Bonds of Series KKP -- Principal Amount $179,590,000,
Nos. 10-15
(302) Bonds of 1989 Series -- Principal Amount $36,000,000,
▇▇ ▇▇. ▇
(303) Bonds of 1993 Series -- Principal Amount $5,685,000,
FP
(304) Bonds of 1993 Series -- Principal Amount $5,825,000,
IP
(305) Bonds of 1994 Series -- Principal Amount $7,535,000,
AP
(306) Bonds of 1994 Series -- Principal Amount $12,935,000,
BP
(307) Bonds of 1994 -- Principal Amount $23,700,000,
Series DP
(308) Bonds of 1994 -- Principal Amount $200,000,000, and
Series C
(309) Bonds of 2000 -- Principal Amount $220,000,000;
Series A
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;
(310) 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 and four million
six hundred seventy-six thousand dollars ($104,676,000)
principal amount are outstanding at the date hereof;
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(311) Bonds of 1990 Series C in the principal amount of Eighty-five
million four hundred seventy-five thousand dollars ($85,475,000)
of which Fifty-four million seven hundred and four thousand
dollars ($54,704,000) principal amount have heretofore been
retired and Thirty million seven hundred seventy-one thousand
dollars ($30,771,000) principal amount are outstanding at the
date hereof;
(312) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(313) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(314) 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;
(315) 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;
(316) 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;
(317) 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;
(318) 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;
(319) 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;
(320) 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;
(321) 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;
(322) 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;
(323) 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;
(324) 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;
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(325) 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;
(326) 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;
(327) 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;
(328) 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;
(329) 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;
(330) 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;
(331) 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;
(332) 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;
(333) 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;
(334) 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;
(335) 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;
(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;
(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;
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(341) INTENTIONALLY RESERVED FOR 2005 SERIES AR; and
(342) INTENTIONALLY RESERVED FOR 2005 SERIES BR;
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 a series of Notes under
CREATION OF the Note Indenture herein referred to, and, pursuant to the Note
NEW SERIES. Indenture, in order to secure its obligations to XL Capital
Assurance Inc., an insurance company incorporated under the laws
of the State of New York (the "Insurer"), under the Insurance
Agreement dated as of August 1, 2005 (the "Insurance Agreement")
among the Company, the Insurer and the Strategic Fund Bond
Trustee relating to the financial guaranty insurance policy
issued by the Insurer with respect to the Michigan Strategic
Fund Variable Rate Limited Obligation Refunding Revenue Bonds
(The Detroit Edison Company Exempt Facilities Project), Series
2005DT (the "Strategic Fund Bonds") being issued under the Trust
Indenture dated as of August 1, 2005 (the "Strategic Fund
Indenture") between the Michigan Strategic Fund and ▇.▇. ▇▇▇▇▇▇
Trust Company, National Association, as trustee (the "Strategic
Fund Bond Trustee"), and the Company has agreed to issue its
General and Refunding Mortgage Bonds under the Indenture in
order further to secure its obligations with respect to such
Notes; and
BONDS TO BE WHEREAS, for such purpose the Company desires by this
2005 SERIES Supplemental Indenture to create a new series of bonds, to be
DT. designated "General and Refunding Mortgage Bonds, 2005 Series
DT" in the aggregate principal amount of one hundred nineteen
million one hundred seventy-five thousand dollars
($119,175,000), to be authenticated and delivered pursuant to
Section 8 of Article III of the Indenture; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE. property subject to the lien thereof all of the estates and
properties, real, personal and mixed, rights, privileges and
franchises of every nature and kind and wheresoever situate,
then or thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time thereafter might
be entitled in law or in equity (saving and excepting, however,
the property therein specifically excepted or released from the
lien thereof), and the Company therein covenanted that it would,
upon reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of the
trust estate, whether then or thereafter owned or acquired by
the Company (saving and excepting, however, property
specifically excepted or released from the lien thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and authority
OF conferred upon and reserved to it under and by virtue of the
SUPPLEMENTAL provisions of the Indenture, and pursuant to resolutions of its
INDENTURE. 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
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WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and
fulfilled, and the execution and delivery hereof have been in
all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
FOR Edison Company, in consideration of the premises and of the
SUPPLEMENTAL covenants contained in the Indenture and of the sum of One
INDENTURE. Dollar ($1.00) and other good and valuable consideration to it
duly paid by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby acknowledged,
hereby covenants and agrees to and with the Trustee and its
successors in the trusts under the Original Indenture and in
said indentures supplemental thereto as follows:
PART I.
CREATION OF THREE HUNDRED FORTY-THIRD
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES DT
TERMS OF SECTION 1. The Company hereby creates the three hundred
BONDS OF forty-third series of bonds to be issued under and secured by
2005 SERIES the Original Indenture as amended to date and as further amended
DT. 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 DT"
(elsewhere herein referred to as the "bonds of 2005 Series DT").
The aggregate principal amount of bonds of 2005 Series DT shall
be limited to one hundred nineteen million one hundred
seventy-five thousand dollars ($119,175,000), except as provided
in Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Subject to the release provisions set forth below, each bond of
2005 Series DT 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, as supplemented (the "Note Indenture"),
between the Note Indenture Trustee and the Company, to secure
payment of the Company's 2005 Series DT Variable Rate Senior
Notes due 2029 (for purposes of this Part I, the "Notes").
The bonds of 2005 Series DT shall be issued as registered bonds
without coupons in denominations of a multiple of $1,000. The
bonds of 2005 Series DT shall be issued in the aggregate
principal amount of $119,175,000, shall mature on August 1, 2029
(subject to earlier redemption or release) and shall bear
interest at the rate of interest established for the Strategic
Fund Bonds from time to time in accordance with the Strategic
Fund Indenture, payable on such dates as interest shall be
payable on the Strategic Fund Bonds, 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
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been discharged as provided in the Indenture.
The bonds of 2005 Series DT 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 DT 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 DT shall be
dated the date of its authentication and interest shall be
payable on the principal represented thereby from the next
preceding date to which interest has been paid on bonds of 2005
Series DT, 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 the first date on which interest is
payable on the Strategic Fund Bonds, in which case interest
shall be payable from August 17, 2005.
The bonds of 2005 Series DT 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 DT). Until
bonds of 2005 Series DT 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 DT in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of
2005 Series DT, if any, may be printed and may be issued in
authorized denominations in substantially the form of definitive
bonds of 2005 Series DT, 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 DT 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 record date for the Strategic Fund
Bonds with respect to 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 DT, 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 DT 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 DT 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 DT 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
14
of such defaulted interest.
Bonds of 2005 Series DT shall not be assignable or transferable
except as may be set forth under Section 405 of the Note
Indenture or in the supplemental note indenture relating to the
Notes, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Note Indenture.
Any such transfer shall be made upon surrender thereof for
cancellation at the office or agency of the Company in the
Borough of Manhattan, The City and State of New York, together
with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly
executed by the holder or by its duly authorized attorney. Bonds
of 2005 Series DT shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of 2005 Series DT 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 DT during any period of ten
(10) days next preceding any redemption date for such bonds.
Bonds of 2005 Series DT, in definitive and temporary form, may
bear such legends as may be necessary to comply with any law or
with any rules or regulations made pursuant thereto or as may be
specified in the Note Indenture.
Upon payment of the principal or premium, if any, or interest on
the Notes, whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for the payment
thereof having been made in accordance with Article V of the
Note Indenture, bonds of 2005 Series DT 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.
In the event the Company desires to provide for the payment of
bonds of 2005 Series DT, in lieu of defeasing such bonds in
accordance with the Indenture, it shall either redeem an equal
principal amount of Strategic Fund Bonds or take such action as
shall be required by Article VIII of the Strategic Fund
Indenture to defease an equal principal amount of the Strategic
Fund Bonds. Pursuant to Section 2.03(c) of the Seventeenth
Supplemental Indenture to the Note Indenture dated August 1,
2005, such redemption or defeasance shall result in the
discharge of the Company's obligation with respect to such Notes
and the cancellation thereof which, in accordance with the
preceding paragraph, shall result in the discharge of the
Company's obligation with respect to the applicable bonds of
2005 Series DT and cancellation thereof.
Any amount payable by the Company in respect of principal of
bonds of 2005 Series DT, whether at maturity or prior to
maturity by redemption or upon acceleration or otherwise, in a
circumstance where there has not been a corresponding payment of
principal of Strategic Fund Bonds shall be applied
simultaneously to the redemption or defeasance of an equal
principal amount of Strategic Fund Bonds in accordance with the
Strategic Fund Indenture. In
15
the event the amount so paid is insufficient to provide for
such redemption or defeasance, the Company shall pay such
additional amount as shall be necessary to make up for the
deficiency.
RELEASE. SECTION 2. From and after the Release Date (as defined in
the Note Indenture), the bonds of 2005 Series DT 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 DT 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 DT to be less
than the then-outstanding principal amount of the Notes.
REDEMPTION OF BONDS SECTION 3. Bonds of 2005 Series DT shall be redeemed on the
OF 2005 SERIES DT. 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 and the Insurance Agreement, the Company shall
give the Trustee and the Insurer notice of redemption of
bonds of 2005 Series DT on the same date as it gives notice
of redemption of Notes to the Note Indenture Trustee.
REDEMPTION OF BONDS SECTION 4. In the event of an Event of Default under the
OF 2005 SERIES DT Note Indenture and the acceleration of all Notes, the bonds
IN EVENT OF of 2005 Series DT shall be redeemable in whole upon receipt
ACCELERATION OF by the Trustee of a written demand (hereinafter called a
NOTES OR IN EVENT "Redemption Demand") from the Note Indenture Trustee stating
OF REDEMPTION OF that there has occurred under the Note Indenture both an
NOTES UPON Event of Default and a declaration of acceleration of
ACCELERATION OF payment of principal, accrued interest and premium, if any,
STRATEGIC FUND on the Notes, specifying the last date to which interest on
BONDS. 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. In
addition, in the event of a required redemption of the Notes
upon demand of the Insurer prior to the Release Date upon a
declaration of acceleration of the payment of the Strategic
Fund Bonds, the bonds of 2005 Series DT shall be redeemable
in whole upon receipt by the Trustee of a Redemption Demand
from the Note Indenture Trustee stating that such redemption
of the Notes is required, stating that the redemption price
was not paid when due and demanding redemption of the bonds
of the 2005 Series DT. 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
16
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 DT shall be redeemed by the Company
on the Demand Redemption Date therefor upon surrender
thereof by the Note Indenture Trustee to the Trustee at a
redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand Redemption
Date on all Notes; provided, however, that in the event of a
receipt by the Trustee of a notice that, pursuant to Section
602 of the Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any right under the Note
Indenture, then any Redemption Demand shall thereby be
rescinded by the Note Indenture Trustee, and no Demand
Redemption Notice shall be given, or, if already given,
shall be automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent default
or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Redemption Demand and such Redemption Demand shall be of
no force or effect, unless it is executed in the name of the
Note Indenture Trustee by its President or one of its Vice
Presidents.
FORM SECTION 5. The bonds of 2005 Series DT and the form of
OF BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES DT. substantially in the following forms, respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2005 SERIES DT
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 August 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.
$119,175,000 No. R-1
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 One Hundred Nineteen Million One Hundred
Seventy-five Thousand Dollars ($119,175,000) in lawful money
of the United States of America on August 1, 2029 (subject
to earlier redemption or release) and interest thereon at
the rate
17
of interest established for the Strategic Fund Bonds from
time to time in accordance with the Strategic Fund
Indenture, in like lawful money, from August 17, 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, on such dates as interest shall be payable on
the Strategic Fund Bonds, 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 August 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 DT
Variable Rate Senior Notes due 2029 (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.
The Notes were issued to XL Capital Assurance Inc., an
insurance company incorporated under the laws of the State
of New York (the "Insurer"), to secure the Company's
obligations to the Insurer under the Insurance Agreement
dated August 1, 2005 (the "Insurance Agreement") among the
Company, the Insurer and the Strategic Fund Bond Trustee
relating to Financial Guaranty Insurance Policy No. CA02313A
issued by the Insurer with respect to the Michigan Strategic
Fund Variable Rate Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Exempt Facilities
Project), Series 2005DT (the "Strategic Fund Bonds") which
are issued under the Trust Indenture dated as of August 1,
2005 (the "Strategic Fund Indenture") between the Michigan
Strategic Fund and ▇.▇. ▇▇▇▇▇▇ Trust Company, National
Association, as trustee (the "Strategic Fund Bond Trustee").
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 DT, limited to
an aggregate principal amount of $119,175,000, 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 August 1, 2005)
reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent
of the security, the terms and conditions upon which the
bonds are issued and under which
18
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
August 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 and including provision for
redemption upon demand of the Note Indenture Trustee in the
event of a required redemption of the Notes following a
declaration of acceleration of the Strategic Fund Bonds and
payment by the Insurer of the accelerated principal of the
Strategic Fund Bonds, such demand stating that such
redemption of the Notes is required, stating that the
redemption price thereof was not paid when due and demanding
redemption of this bond.
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 DT
(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
the event the Company desires to provide for the payment of
bonds of 2005 Series DT, in lieu of defeasing such bonds in
accordance with the Indenture, the Company shall either
redeem an equal principal amount of Strategic Fund Bonds or
take such action as shall be required by the Strategic Fund
Indenture to defease an equal principal amount of Strategic
Fund Bonds.
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.
19
Any amount payable by the Company in respect of principal of
bonds of 2005 Series DT, whether at maturity or prior to
maturity by redemption or otherwise, in a circumstance where
there has not been a corresponding payment of principal of
Strategic Fund Bonds shall be applied simultaneously to the
redemption or defeasance of an equal principal amount of
Strategic Fund Bonds in accordance with the Strategic Fund
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 DT 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 DT 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 DT shall be surrendered to
and cancelled by the Trustee. The Company covenants and
agrees that, prior to the Release Date, it will not take any
action that would cause the outstanding principal amount of
the bond of 2005 Series DT 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
20
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.
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
Corporate Secretary or Assistant Corporate Secretary by
manual or facsimile signature.
Dated: _____________
THE DETROIT EDISON COMPANY
By: AUTHORIZED OFFICER
[SEAL]
Attest: AUTHORIZED OFFICER
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S This bond is one of the bonds, of the series designated
CERTIFICATE. therein, described in the within-mentioned Indenture.
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY,
NATIONAL ASSOCIATION as Trustee
By __________________
Authorized Officer
21
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto
FILING OF have been recorded and/or filed and Certificates of
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 AND Pursuant to the terms and provisions of the Original
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:
RECORDED AND/OR FILED AS
SUPPLEMENTAL INDENTURE DATED SET FORTH IN SUPPLEMENTAL
AS OF: PURPOSE OF SUPPLEMENTAL INDENTURE INDENTURE DATED AS OF:
------------------------------- --------------------------------- -------------------------
June 1, 1925(a)(b)............. Series B Bonds February 1, 1940
August 1, 1927(a)(b)........... Series C Bonds February 1, 1940
February 1, 1931(a)(b)......... Series D Bonds February 1, 1940
June 1, 1931(a)(b)............. Subject Properties February 1, 1940
October 1, 1932(a)(b).......... Series E Bonds February 1, 1940
September 25, 1935(a)(b)....... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........ Series G Bonds February 1, 1940
November 1, 1936(a)(b)......... Subject Properties February 1, 1940
February 1, 1940(a)(b)......... Subject Properties September 1, 1947
December 1, 1940(a)(b)......... Series H Bonds and Additional September 1, 1947
Provisions
September 1, 1947(a)(b)(c)..... Series I Bonds, Subject November 15, 1951
Properties and Additional
Provisions
March 1, 1950(a)(b)(c)......... Series J Bonds and Additional November 15, 1951
Provisions
November 15, 1951(a)(b)(c)..... Series K Bonds Additional January 15, 1953
Provisions and Subject Properties
January 15, 1953(a)(b)......... Series L Bonds May 1, 1953
22
RECORDED AND/OR FILED AS
SUPPLEMENTAL INDENTURE DATED SET FORTH IN SUPPLEMENTAL
AS OF: PURPOSE OF SUPPLEMENTAL INDENTURE INDENTURE DATED AS OF:
------------------------------- --------------------------------- -------------------------
May 1, 1953(a)................. Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954(a)(c)........... Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955(a)(c)............. Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957(a)(c).......... Series P Bonds Additional June 1, 1959
Provisions and Subject Properties
June 1, 1959(a)(c)............. Series Q Bonds and Subject December 1, 1966
Properties
December 1, 1966(a)(c)......... Series R Bonds Additional October 1, 1968
Provisions and Subject Properties
October 1, 1968(a)(c).......... Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969(a)(c)......... Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)................ Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)........... Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............... Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)........... Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)............ Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974.................... Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974................ Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975............... Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975............... Series DDP Nos. 1-9 Bonds and December 15, 1975
Subject Properties
December 15, 1975.............. Series ▇▇ ▇▇▇▇▇ and Subject February 1, 1976
Properties
February 1, 1976............... Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976.................. Series GGP Nos. 1-7 Bonds and July 15, 1976
Subject Properties
July 15, 1976.................. Series ▇▇ ▇▇▇▇▇ and Subject February 15, 1977
Properties
February 15, 1977.............. Series MMP Bonds and Subject March 1, 1977
Properties
23
RECORDED AND/OR FILED AS
SUPPLEMENTAL INDENTURE DATED SET FORTH IN SUPPLEMENTAL
AS OF: PURPOSE OF SUPPLEMENTAL INDENTURE INDENTURE DATED AS OF:
------------------------------- --------------------------------- -------------------------
March 1, 1977.................. Series IIP Nos. 1-7 Bonds, Series June 15, 1977
JJP Nos. 1-7 Bonds, Series KKP
Nos. 1-7 Bonds and Series LLP
Nos. 1-7 Bonds
June 15, 1977.................. Series FFR No. 14 Bonds and July 1, 1977
Subject Properties
July 1, 1977................... Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977................ Series GGP Nos. 8-22 Bonds and June 1, 1978
Series OOP Nos. 1-17 Bonds and
Subject Properties
June 1, 1978................... Series PP Bonds, Series QQP Nos. October 15, 1978
1-9 Bonds and Subject Properties
October 15, 1978............... Series ▇▇ ▇▇▇▇▇ and Subject March 15, 1979
Properties
March 15, 1979................. Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds and
Series TTP Nos. 1-15 Bonds and
Subject Properties
September 1, 1979.............. Series JJP ▇▇. ▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ No. 8 Bonds, Series LLP Nos.
8-15 Bonds, Series MMP No. 2
Bonds and Series OOP No. 18 Bonds
and Subject Properties
September 15, 1979............. Series UU Bonds January 1, 1980
January 1, 1980................ 1980 Series A Bonds and Subject April 1, 1980
Properties
April 1, 1980 1980 Series B Bonds August 15, 1980
August 15, 1980................ Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
Series CP Nos. 1-12 Bonds and
1980 Series DP No. 1-11 Bonds and
Subject Properties
August 1, 1981................. 1980 Series CP Nos. 13-25 Bonds November 1, 1981
and Subject Properties
November 1, 1981............... 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982.................. Article XIV Reconfirmation August 15, 1982
August 15, 1982................ 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
June 1, 1983................... 1981 Series AP Nos. 15-16 and October 1, 1984
Subject Properties
October 1, 1984................ 1984 Series AP and 1984 Series ▇▇ ▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ and Subject Properties
24
RECORDED AND/OR FILED AS
SUPPLEMENTAL INDENTURE DATED SET FORTH IN SUPPLEMENTAL
AS OF: PURPOSE OF SUPPLEMENTAL INDENTURE INDENTURE DATED AS OF:
------------------------------- --------------------------------- -------------------------
May 1, 1985.................... 1985 Series A Bonds May 15, 1985
May 15, 1985................... 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985............... Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
April 1, 1986.................. 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................ 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986.............. 1986 Series C January 31, 1987
January 31, 1987............... 1987 Series A April 1, 1987
April 1, 1987.................. 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987................ 1987 Series D and 1987 Series E November 30, 1987
and Subject Properties
November 30, 1987.............. 1987 Series F June 15, 1989
June 15, 1989.................. 1989 Series A July 15, 1989
July 15, 1989.................. Series KKP No. 10 December 1, 1989
December 1, 1989............... Series KKP ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇
February 15, 1990.............. 1990 Series A, 1990 Series B, November 1, 1990
1990 Series C, 1990 Series D,
1990 Series E and 1990 Series F
November 1, 1990............... Series KKP No. 12 April 1, 1991
April 1, 1991.................. 1991 Series AP May 1, 1991
May 1, 1991.................... 1991 Series BP and 1991 Series CP May 15, 1991
May 15, 1991................... 1991 Series DP September 1, 1991
September 1, 1991.............. 1991 Series EP November 1, 1991
November 1, 1991............... 1991 Series FP January 15, 1992
January 15, 1992............... 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992.............. 1992 Series AP April 15, 1992
April 15, 1992................. Series KKP No. 13 July 15, 1992
July 15, 1992.................. 1992 Series CP November 30, 1992
July 31, 1992.................. 1992 Series D November 30, 1992
November 30, 1992.............. 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992.............. Series KKP ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇ ▇▇. ▇
January 1, 1993................ 1993 Series C April 1, 1993
March 1, 1993.................. 1993 Series E June 30, 1993
March 15, 1993................. 1993 Series D September 15, 1993
April 1, 1993.................. 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993................. 1993 Series G and Amendment of September 15, 1993
Article II, Section 5
May 31, 1993................... 1993 Series J September 15, 1993
25
RECORDED AND/OR FILED AS
SUPPLEMENTAL INDENTURE DATED SET FORTH IN SUPPLEMENTAL
AS OF: PURPOSE OF SUPPLEMENTAL INDENTURE INDENTURE DATED AS OF:
------------------------------- --------------------------------- -------------------------
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 August 1, 1995
DP
August 1, 1995................. 1995 Series AP and 1995 Series DP August 1, 1999
-----------
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce
Commission filing and recordation information.
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of
Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee,
Michigan recording and filing information.
RECORDING OF 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, R, S,
PAYMENT. 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.
26
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. 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 EXECUTED
COUNTERPARTS. 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.
27
EXECUTION BY THE DETROIT EDISON COMPANY,
COMPANY.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
__________________________________
(Corporate Seal) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Attest:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
28
STATE OF MICHIGAN )
) SS
COUNTY OF ▇▇▇▇▇ )
ACKNOWLEDGMENT OF On this 1st day of August 2005, before me, the subscriber, a
EXECUTION BY Notary Public within and for the County of Macomb, in the
COMPANY. 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
Assistant Treasurer of THE DETROIT EDISON COMPANY, one of
the corporations described in and which executed the
foregoing instrument; that he knows the corporate seal of
the said corporation and that the seal affixed to said
instrument is the corporate seal of said corporation; and
that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and that
he subscribed his name thereto by like authority; and said
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ acknowledged said instrument to be the
free act and deed of said corporation.
(Notarial Seal) /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇-▇▇▇▇▇▇
____________________________________________
▇▇▇▇▇ ▇▇ ▇▇▇▇-▇▇▇▇▇▇, Notary Public
County of Macomb, State of Michigan
My Commission Expires: March 19, 2011
Acting in County of ▇▇▇▇▇
29
EXECUTION BY ▇.▇. ▇▇▇▇▇▇ TRUST COMPANY,
TRUSTEE. NATIONAL ASSOCIATION
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
(Corporate Seal) Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Attest:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
Signed, sealed and delivered by
▇.▇. ▇▇▇▇▇▇ TRUST COMPANY,
NATIONAL ASSOCIATION,
in the presence of
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
30
STATE OF MICHIGAN )
) SS
COUNTY OF ▇▇▇▇▇ )
ACKNOWLEDGMENT OF On this 16th day of August 2005, before me, the subscriber,
EXECUTION BY a Notary Public within and for the County of Oakland,
TRUSTEE. in the State of Michigan, acting in the County of ▇▇▇▇▇,
personally appeared J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, to me personally
known, who, being by me duly sworn, did say that his
business office is located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and he is Vice President 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 J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
acknowledged said instrument to be the free act and deed of
said corporation.
(Notarial Seal) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
, Notary Public
County of Oakland, State of Michigan
My Commission Expires: March 25, 2008
Acting in County of ▇▇▇▇▇
31
STATE OF MICHIGAN )
) SS
COUNTY OF ▇▇▇▇▇ )
AFFIDAVIT AS TO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
The Detroit Edison Company
Sworn to before me this 1st day of
August 2005
(Notarial Seal) /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇-▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇▇ ▇▇▇▇-▇▇▇▇▇▇, Notary Public
County of Macomb, State of Michigan
My Commission Expires: March 19, 2011
Acting in County of ▇▇▇▇▇
32
This instrument was drafted by:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
When recorded return to:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
33