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Michigan
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38-0478650
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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One Energy Plaza, Detroit, Michigan
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48226-1279
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
þ
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Smaller reporting
company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1
. Legal Proceedings
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EX-4.276
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EX-4.277
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EX-4.278
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EX-31.69
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EX-31.70
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EX-32.69
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EX-32.70
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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CIM
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A Choice Incentive Mechanism authorized by the MPSC that allows Detroit Edison to recover or refund non-fuel revenues lost or gained as a result of fluctuations in electric Customer Choice sales.
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Customer Choice
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Michigan legislation giving customers the option to choose alternative suppliers for electricity.
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Detroit Edison
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The Detroit Edison Company (a direct wholly owned subsidiary of DTE Energy) and subsidiary companies
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DTE Energy
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DTE Energy Company, directly or indirectly the parent of Detroit Edison, Michigan Consolidated Gas Company and numerous non-utility subsidiaries
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EPA
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United States Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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FTRs
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Financial transmission rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
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MCIT
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Michigan Corporate Income Tax
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MDEQ
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Michigan Department of Environmental Quality
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MISO
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Midwest Independent System Operator is an Independent System Operator and the Regional Transmission Organization serving the Midwest United States and Manitoba, Canada.
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MPSC
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Michigan Public Service Commission
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NRC
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United States Nuclear Regulatory Commission
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PSCR
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A Power Supply Cost Recovery mechanism authorized by the MPSC that allows Detroit Edison to recover through rates its fuel, fuel-related and purchased power costs.
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RDM
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A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage of electricity
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Securitization
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Detroit Edison financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC.
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VIE
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Variable Interest Entity
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kWh
|
Kilowatthour of electricity
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MW
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Megawatt of electricity
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MWh
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Megawatthour of electricity
|
•
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economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation, increased thefts of electricity and high levels of uncollectible accounts receivable;
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•
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changes in the economic and financial viability of suppliers and trading counterparties, and the continued ability of such parties to perform their obligations to the Detroit Edison;
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•
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access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
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•
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instability in capital markets which could impact availability of short and long-term financing;
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•
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the timing and extent of changes in interest rates;
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•
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the level of borrowings;
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•
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the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
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•
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impact of regulation by the FERC, MPSC, NRC and other applicable governmental proceedings and regulations, including any associated impact on rate structures;
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•
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the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals or new legislation;
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•
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the potential for increased costs or delays in completion of significant construction projects;
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•
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the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
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•
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environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
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•
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health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities;
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•
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impact of electric utility restructuring in Michigan, including legislative amendments and Customer Choice programs;
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•
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employee relations and the impact of collective bargaining agreements;
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•
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unplanned outages;
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•
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changes in the cost and availability of coal and other raw materials and purchased power;
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•
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cost reduction efforts and the maximization of plant and distribution system performance;
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•
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the effects of competition;
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•
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changes in and application of federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;
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•
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the cost of protecting assets against, or damage due to, terrorism or cyber attacks;
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•
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the availability, cost, coverage and terms of insurance and stability of insurance providers;
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•
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changes in and application of accounting standards and financial reporting regulations;
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•
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changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;
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•
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binding arbitration, litigation and related appeals; and
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•
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the risks discussed in our public filings with the Securities and Exchange Commission.
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(in Millions)
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September 30,
2011 |
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December 31,
2010 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20
|
|
|
$
|
30
|
|
Restricted cash, principally Securitization
|
58
|
|
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104
|
|
||
Accounts receivable (less allowance for doubtful accounts of $85 and $93, respectively)
|
|
|
|
||||
Customer
|
701
|
|
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690
|
|
||
Affiliates
|
12
|
|
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8
|
|
||
Other
|
45
|
|
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204
|
|
||
Inventories
|
|
|
|
||||
Fuel
|
219
|
|
|
224
|
|
||
Materials and supplies
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178
|
|
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170
|
|
||
Notes receivable
|
|
|
|
||||
Affiliates
|
—
|
|
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97
|
|
||
Other
|
2
|
|
|
—
|
|
||
Regulatory assets
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201
|
|
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58
|
|
||
Prepaid property taxes
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91
|
|
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44
|
|
||
Other
|
16
|
|
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7
|
|
||
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1,543
|
|
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1,636
|
|
||
|
|
|
|
||||
Investments
|
|
|
|
||||
Nuclear decommissioning trust funds
|
893
|
|
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939
|
|
||
Other
|
113
|
|
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118
|
|
||
|
1,006
|
|
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1,057
|
|
||
|
|
|
|
||||
Property
|
|
|
|
||||
Property, plant and equipment
|
16,643
|
|
|
16,068
|
|
||
Less accumulated depreciation and amortization
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(6,632
|
)
|
|
(6,418
|
)
|
||
|
10,011
|
|
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9,650
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
||||
Regulatory assets
|
3,237
|
|
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3,277
|
|
||
Securitized regulatory assets
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618
|
|
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729
|
|
||
Intangible assets
|
35
|
|
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25
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|
||
Notes receivable
|
|
|
|
||||
Affiliates
|
—
|
|
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6
|
|
||
Other
|
6
|
|
|
—
|
|
||
Other
|
139
|
|
|
142
|
|
||
|
4,035
|
|
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4,179
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
16,595
|
|
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$
|
16,522
|
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(in Millions, Except Shares)
|
September 30,
2011 |
|
December 31,
2010 |
||||
LIABILITIES AND SHAREHOLDER'S EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
|
|
|
||||
Affiliates
|
$
|
36
|
|
|
$
|
50
|
|
Other
|
340
|
|
|
349
|
|
||
Accrued interest
|
75
|
|
|
81
|
|
||
Current portion long-term debt, including capital leases
|
179
|
|
|
308
|
|
||
Regulatory liabilities
|
20
|
|
|
60
|
|
||
Short-term borrowing - affiliates
|
33
|
|
|
—
|
|
||
Short-term borrowing - other
|
49
|
|
|
—
|
|
||
Other
|
250
|
|
|
279
|
|
||
|
982
|
|
|
1,127
|
|
||
|
|
|
|
||||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes and other
|
4,395
|
|
|
4,046
|
|
||
Securitization bonds
|
479
|
|
|
643
|
|
||
Capital lease obligations
|
7
|
|
|
20
|
|
||
|
4,881
|
|
|
4,709
|
|
||
|
|
|
|
||||
Other Liabilities
|
|
|
|
||||
Deferred income taxes
|
2,586
|
|
|
2,235
|
|
||
Regulatory liabilities
|
467
|
|
|
714
|
|
||
Asset retirement obligations
|
1,413
|
|
|
1,354
|
|
||
Unamortized investment tax credit
|
60
|
|
|
67
|
|
||
Nuclear decommissioning
|
141
|
|
|
149
|
|
||
Accrued pension liability - affiliates
|
789
|
|
|
960
|
|
||
Accrued postretirement liability - affiliates
|
1,029
|
|
|
1,060
|
|
||
Other
|
119
|
|
|
138
|
|
||
|
6,604
|
|
|
6,677
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Notes 6 and 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholder's Equity
|
|
|
|
||||
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding
|
3,196
|
|
|
3,196
|
|
||
Retained earnings
|
947
|
|
|
829
|
|
||
Accumulated other comprehensive income (loss)
|
(15
|
)
|
|
(16
|
)
|
||
|
4,128
|
|
|
4,009
|
|
||
|
|
|
|
||||
Total Liabilities and Shareholder's Equity
|
$
|
16,595
|
|
|
$
|
16,522
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Operating Revenues
|
$
|
1,517
|
|
|
$
|
1,444
|
|
|
$
|
3,949
|
|
|
$
|
3,798
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Fuel and purchased power
|
553
|
|
|
484
|
|
|
1,348
|
|
|
1,217
|
|
||||
Operation and maintenance
|
352
|
|
|
325
|
|
|
1,012
|
|
|
960
|
|
||||
Depreciation and amortization
|
215
|
|
|
230
|
|
|
619
|
|
|
644
|
|
||||
Taxes other than income
|
63
|
|
|
54
|
|
|
182
|
|
|
180
|
|
||||
Asset (gains) and losses, net
|
(1
|
)
|
|
—
|
|
|
13
|
|
|
(1
|
)
|
||||
|
1,182
|
|
|
1,093
|
|
|
3,174
|
|
|
3,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
335
|
|
|
351
|
|
|
775
|
|
|
798
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other (Income) and Deductions
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
74
|
|
|
83
|
|
|
218
|
|
|
241
|
|
||||
Interest income
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Other income
|
(9
|
)
|
|
(10
|
)
|
|
(30
|
)
|
|
(27
|
)
|
||||
Other expenses
|
14
|
|
|
6
|
|
|
26
|
|
|
23
|
|
||||
|
79
|
|
|
78
|
|
|
214
|
|
|
236
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Before Income Taxes
|
256
|
|
|
273
|
|
|
561
|
|
|
562
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense
|
98
|
|
|
108
|
|
|
214
|
|
|
219
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
158
|
|
|
$
|
165
|
|
|
$
|
347
|
|
|
$
|
343
|
|
|
Nine Months Ended
|
||||||
|
September 30
|
||||||
(in Millions)
|
2011
|
|
2010
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
347
|
|
|
$
|
343
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
619
|
|
|
644
|
|
||
Deferred income taxes
|
119
|
|
|
78
|
|
||
Asset (gains) and losses, net
|
13
|
|
|
(1
|
)
|
||
Changes in assets and liabilities, exclusive of changes shown separately (Note 11)
|
(268
|
)
|
|
(87
|
)
|
||
Net cash from operating activities
|
830
|
|
|
977
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Plant and equipment expenditures
|
(842
|
)
|
|
(641
|
)
|
||
Restricted cash for debt redemptions, principally Securitization
|
47
|
|
|
36
|
|
||
Proceeds from sale of nuclear decommissioning trust fund assets
|
69
|
|
|
179
|
|
||
Investment in nuclear decommissioning trust funds
|
(97
|
)
|
|
(204
|
)
|
||
Notes receivable - affiliates
|
103
|
|
|
(30
|
)
|
||
Other investments
|
(24
|
)
|
|
(34
|
)
|
||
Net cash used for investing activities
|
(744
|
)
|
|
(694
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Short-term borrowings - affiliates
|
33
|
|
|
—
|
|
||
Short-term borrowings - other
|
50
|
|
|
—
|
|
||
Issuance of long-term debt
|
610
|
|
|
595
|
|
||
Redemption of long-term debt
|
(554
|
)
|
|
(652
|
)
|
||
Dividends on common stock
|
(229
|
)
|
|
(228
|
)
|
||
Other
|
(6
|
)
|
|
(10
|
)
|
||
Net cash used for financing activities
|
(96
|
)
|
|
(295
|
)
|
||
|
|
|
|
||||
Net Decrease in Cash and Cash Equivalents
|
(10
|
)
|
|
(12
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
30
|
|
|
34
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
20
|
|
|
$
|
22
|
|
|
Common Stock
|
|
Additional
Paid In Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||||
(Dollars in Millions, shares in thousands)
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2010
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
1,810
|
|
|
$
|
829
|
|
|
$
|
(16
|
)
|
|
$
|
4,009
|
|
Net income
|
|
|
|
|
|
|
347
|
|
|
|
|
347
|
|
|||||||||
Dividends declared on common stock
|
|
|
|
|
|
|
(229
|
)
|
|
|
|
(229
|
)
|
|||||||||
Benefit obligations, net of tax
|
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
|||||||||
Balance, September 30, 2011
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
1,810
|
|
|
$
|
947
|
|
|
$
|
(15
|
)
|
|
$
|
4,128
|
|
(in Millions)
|
2011
|
|
2010
|
||||
Net income
|
347
|
|
|
$
|
343
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Benefit obligations, net of taxes
|
1
|
|
|
1
|
|
||
Comprehensive income
|
$
|
348
|
|
|
$
|
344
|
|
(in Millions)
|
September 30,
2011
|
|
December 31,
2010
|
||||
ASSETS
|
|
|
|
||||
Restricted cash
|
$
|
58
|
|
|
$
|
104
|
|
Accounts receivable
|
38
|
|
|
42
|
|
||
Securitized regulatory assets
|
618
|
|
|
729
|
|
||
Other assets
|
10
|
|
|
13
|
|
||
|
$
|
724
|
|
|
$
|
888
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable and accrued current liabilities
|
$
|
4
|
|
|
$
|
17
|
|
Current portion long-term debt, including capital leases
|
164
|
|
|
150
|
|
||
Other current liabilities
|
62
|
|
|
62
|
|
||
Securitization bonds
|
479
|
|
|
643
|
|
||
Other long term liabilities
|
6
|
|
|
6
|
|
||
|
$
|
715
|
|
|
$
|
878
|
|
•
|
Level 1 - Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.
|
•
|
Level 2 - Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
|
•
|
Level 3 - Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
|
(in Millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance at
September 30, 2011
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts
|
$
|
532
|
|
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
893
|
|
Other investments
|
45
|
|
|
56
|
|
|
—
|
|
|
101
|
|
||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Total
|
$
|
577
|
|
|
$
|
417
|
|
|
$
|
3
|
|
|
$
|
997
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities - Emissions
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total
|
$
|
—
|
|
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net Assets at September 30, 2011
|
$
|
577
|
|
|
416
|
|
|
$
|
3
|
|
|
$
|
996
|
|
(in Millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance at
September 30, 2011
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Noncurrent
|
577
|
|
|
417
|
|
|
—
|
|
|
994
|
|
||||
Total Assets
|
$
|
577
|
|
|
$
|
417
|
|
|
$
|
3
|
|
|
$
|
997
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Noncurrent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net Assets at September 30, 2011
|
$
|
577
|
|
|
$
|
416
|
|
|
$
|
3
|
|
|
$
|
996
|
|
(in Millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance at
December 31, 2010
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts
|
$
|
599
|
|
|
$
|
340
|
|
|
—
|
|
|
$
|
939
|
|
|
Other investments
|
52
|
|
|
55
|
|
|
—
|
|
|
107
|
|
||||
Derivative assets - FTRs
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Total
|
$
|
651
|
|
|
$
|
395
|
|
|
$
|
2
|
|
|
$
|
1,048
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities - Emissions
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Total
|
—
|
|
|
$
|
(3
|
)
|
|
—
|
|
|
$
|
(3
|
)
|
||
|
|
|
|
|
|
|
|
||||||||
Net Assets at December 31, 2010
|
$
|
651
|
|
|
$
|
392
|
|
|
$
|
2
|
|
|
$
|
1,045
|
|
(in Millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance at
December 31, 2010
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current
|
—
|
|
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
||
Noncurrent
|
651
|
|
|
395
|
|
|
—
|
|
|
1,046
|
|
||||
Total Assets
|
$
|
651
|
|
|
$
|
395
|
|
|
$
|
2
|
|
|
$
|
1,048
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current
|
—
|
|
|
$
|
(3
|
)
|
|
—
|
|
|
$
|
(3
|
)
|
||
Noncurrent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Liabilities
|
—
|
|
|
$
|
(3
|
)
|
|
—
|
|
|
$
|
(3
|
)
|
||
|
|
|
|
|
|
|
|
||||||||
Net Assets at December 31, 2010
|
$
|
651
|
|
|
$
|
392
|
|
|
$
|
2
|
|
|
$
|
1,045
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Asset balance as of beginning of the period
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Changes in fair value recorded in regulatory assets/liabilities
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||
Purchases, issuances and settlements:
|
|
|
|
|
|
|
|
||||||||
Settlements
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
Asset balance as of September 30
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
The amount of total gains (losses) included in regulatory assets and liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, 2011 and 2010
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
September 30, 2011
|
|
December 31, 2010
|
||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
Long-Term Debt
|
$5.8 billion
|
|
$5.1 billion
|
|
$5.3 billion
|
|
$5.0 billion
|
(in Millions)
|
September 30
2011
|
|
December 31
2010
|
||||
Fermi 2
|
$
|
858
|
|
|
$
|
910
|
|
Fermi 1
|
3
|
|
|
3
|
|
||
Low level radioactive waste
|
32
|
|
|
26
|
|
||
Total
|
$
|
893
|
|
|
$
|
939
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Realized gains
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
34
|
|
|
$
|
29
|
|
Realized losses
|
(9
|
)
|
|
(6
|
)
|
|
(26
|
)
|
|
(25
|
)
|
||||
Proceeds from sales of securities
|
10
|
|
|
51
|
|
|
69
|
|
|
179
|
|
(in Millions)
|
Fair
Value
|
|
Unrealized
Gains
|
||||
As of September 30, 2011
|
|
|
|
||||
Equity securities
|
$
|
485
|
|
|
$
|
52
|
|
Debt securities
|
395
|
|
|
22
|
|
||
Cash and cash equivalents
|
13
|
|
|
—
|
|
||
|
893
|
|
|
74
|
|
(in Millions)
|
Fair
Value
|
|
Unrealized
Gains
|
||||
As of December 31, 2010
|
|
|
|
||||
Equity securities
|
$
|
572
|
|
|
$
|
77
|
|
Debt securities
|
361
|
|
|
11
|
|
||
Cash and cash equivalents
|
6
|
|
|
—
|
|
||
|
$
|
939
|
|
|
$
|
88
|
|
|
September 30, 2011
|
|
December 31, 2010
|
||||||||||||
(in Millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Cash equivalents
|
$
|
76
|
|
|
$
|
76
|
|
|
$
|
125
|
|
|
$
|
125
|
|
Equity securities
|
4
|
|
|
4
|
|
|
4
|
|
|
4
|
|
(in Millions)
|
September 30
2011
|
|
December 31
2010
|
||||
FTRs - Other current assets
|
$
|
3
|
|
|
$
|
2
|
|
Emissions - Other current liabilities
|
(1
|
)
|
|
(3
|
)
|
||
Total derivatives not designated as hedging instruments
|
$
|
2
|
|
|
$
|
(1
|
)
|
Commodity
|
|
Number of Units
|
|
FTRs (MW)
|
|
58,942
|
|
(in Millions)
|
|
||
Asset retirement obligations at December 31, 2010
|
$
|
1,366
|
|
Accretion
|
63
|
|
|
Revision in estimated cash flows
|
(1
|
)
|
|
Liabilities incurred
|
3
|
|
|
Liabilities settled
|
(8
|
)
|
|
Asset retirement obligations at September 30, 2011
|
1,423
|
|
|
Less amount included in current liabilities
|
(10
|
)
|
|
|
$
|
1,413
|
|
•
|
adopt a new Revenue Decoupling Mechanism (RDM) effective April 1, 2012, that will compare actual revenue (excluding the impacts of weather) by rate class with the base established in this rate case. The RDM has an annual collar of 1.5% in the first year and 3% in the second and subsequent years. The RDM established in the previous rate case, which considered the impact of weather, will be terminated effective October 31, 2011. Therefore, there will be no RDM in place from October 31, 2011 through April 1, 2012;
|
•
|
recognition of the expiration of a wholesale contract. Since the expiration of the wholesale contract is not until December 31, 2011, the MPSC is requiring Detroit Edison to calculate a customer credit for each kWh sold under the wholesale contract from October 29, 2011 through December 31, 2011, with the credit to be applied in its next PSCR reconciliation;
|
•
|
the Restoration Reconciliation Mechanism, Line Clearance Recovery Mechanism, Uncollectible Expense Tracking Mechanism and CIM are terminated as of the date of the order;
|
•
|
due to uncertainty resulting from the Michigan Court of Appeals overturning collection of the Low Income Energy Efficiency Fund (LIEEF), the MPSC required the continued collection of LIEEF amounts in base rates and placement into escrow pending further orders by the MPSC;
|
•
|
approval of Detroit Edison's proposal to reduce the Nuclear Decommissioning Surcharge by approximately $20 million annually; and
|
•
|
implementation of lower depreciation rates previously approved in a June 2011 MPSC order.
|
PSCR Year
|
|
Date Filed
|
|
Net Under-Recovery,
Including Interest
|
|
PSCR Cost of
Power Sold
|
2010
|
|
March 2011
|
|
$52.6 million
|
|
$1.2 billion
|
Month Issued
|
Type
|
Interest Rate
|
Maturity
|
Amount
|
|||
April
|
Tax-Exempt Revenue Bonds(1)(2)
|
2.35
|
%
|
2024
|
$
|
31
|
|
May
|
Mortgage Bonds(3)
|
3.90
|
%
|
2021
|
250
|
|
|
September
|
Mortgage Bonds(4)
|
4.31
|
%
|
2023
|
102
|
|
|
September
|
Mortgage Bonds(4)
|
4.46
|
%
|
2026
|
77
|
|
|
September
|
Mortgage Bonds(4)
|
5.67
|
%
|
2041
|
46
|
|
|
September
|
Tax-Exempt Revenue Bonds(2)(5)
|
2.13
|
%
|
2030
|
82
|
|
|
September
|
Mortgage Bonds(6)
|
4.50
|
%
|
2041
|
140
|
|
|
|
|
|
|
$
|
728
|
|
(1)
|
These bonds were remarketed for a three-year term ending April 1, 2014. The final maturity of the issue is October 1, 2024.
|
(2)
|
Detroit Edison Tax Exempt Revenue Bonds are issued by a public body that loans the proceeds to Detroit Edison on terms substantially the same as those of the Revenue Bonds.
|
(4)
|
Proceeds were used to retire callable tax-exempt revenue bonds, and for general corporate purposes.
|
(5)
|
These bonds were remarketed for a five year term ending September 1, 2016. The final maturity of the issue is September 1, 2030.
|
(6)
|
Proceeds were used to retire approximately $140 million of callable tax-exempt revenue bonds and for general corporate purposes.
|
Month Retired
|
Type
|
Interest Rate
|
Maturity
|
Amount
|
||
May
|
Tax-Exempt Revenue Bonds
|
6.95%
|
2011
|
$
|
26
|
|
September
|
Tax-Exempt Revenue Bonds
|
5.55%
|
2029
|
118
|
|
|
September
|
Tax-Exempt Revenue Bonds
|
5.65%
|
2029
|
67
|
|
|
September
|
Tax-Exempt Revenue Bonds
|
5.65%
|
2029
|
40
|
|
|
September
|
Tax-Exempt Revenue Bonds
|
5.45%
|
2029
|
140
|
|
|
|
|
|
|
$
|
391
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Three Months Ended September 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
11
|
|
|
$
|
12
|
|
Interest cost
|
39
|
|
|
38
|
|
|
21
|
|
|
24
|
|
||||
Expected return on plan assets
|
(42
|
)
|
|
(43
|
)
|
|
(16
|
)
|
|
(13
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
27
|
|
|
18
|
|
|
9
|
|
|
10
|
|
||||
Prior service cost (credit)
|
1
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
||||
Net transition liability
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
36
|
|
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
33
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Nine Months Ended September 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
41
|
|
|
$
|
39
|
|
|
$
|
37
|
|
|
$
|
35
|
|
Interest cost
|
116
|
|
|
115
|
|
|
68
|
|
|
71
|
|
||||
Expected return on plan assets
|
(126
|
)
|
|
(129
|
)
|
|
(47
|
)
|
|
(39
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
74
|
|
|
53
|
|
|
30
|
|
|
29
|
|
||||
Prior service cost (credit)
|
3
|
|
|
4
|
|
|
(12
|
)
|
|
1
|
|
||||
Net transition liability
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Special termination benefits
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
110
|
|
|
$
|
82
|
|
|
$
|
78
|
|
|
$
|
99
|
|
|
Nine Months Ended
|
||||||
|
September 30
|
||||||
(in Millions)
|
2011
|
|
2010
|
||||
Changes in Assets and Liabilities, Exclusive of Changes Shown Separately
|
|
|
|
||||
Accounts receivable, net
|
$
|
(22
|
)
|
|
$
|
(8
|
)
|
Inventories
|
(3
|
)
|
|
(38
|
)
|
||
Accrued pension liability - affiliates
|
(171
|
)
|
|
(179
|
)
|
||
Accounts payable
|
(24
|
)
|
|
34
|
|
||
Accrued PSCR refund
|
(121
|
)
|
|
(59
|
)
|
||
Income taxes receivable/payable
|
71
|
|
|
119
|
|
||
Postretirement obligation - affiliates
|
(31
|
)
|
|
14
|
|
||
Other assets
|
56
|
|
|
12
|
|
||
Other liabilities
|
(23
|
)
|
|
18
|
|
||
|
$
|
(268
|
)
|
|
$
|
(87
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(in Millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Operating Revenues
|
$
|
1,517
|
|
|
$
|
1,444
|
|
|
$
|
3,949
|
|
|
$
|
3,798
|
|
Fuel and Purchased Power
|
553
|
|
|
484
|
|
|
1,348
|
|
|
1,217
|
|
||||
Gross Margin
|
964
|
|
|
960
|
|
|
2,601
|
|
|
2,581
|
|
||||
Operation and Maintenance
|
352
|
|
|
325
|
|
|
1,012
|
|
|
960
|
|
||||
Depreciation and Amortization
|
215
|
|
|
230
|
|
|
619
|
|
|
644
|
|
||||
Taxes Other Than Income
|
63
|
|
|
54
|
|
|
182
|
|
|
180
|
|
||||
Asset (Gains) and Losses, Net
|
(1
|
)
|
|
—
|
|
|
13
|
|
|
(1
|
)
|
||||
Operating Income
|
335
|
|
|
351
|
|
|
775
|
|
|
798
|
|
||||
Other (Income) and Deductions
|
79
|
|
|
78
|
|
|
214
|
|
|
236
|
|
||||
Income Tax Expense
|
98
|
|
|
108
|
|
|
214
|
|
|
219
|
|
||||
Net Income
|
$
|
158
|
|
|
$
|
165
|
|
|
$
|
347
|
|
|
$
|
343
|
|
Operating Income as a Percentage of Operating Revenues
|
22
|
%
|
|
24
|
%
|
|
20
|
%
|
|
21
|
%
|
(in Millions)
|
Three Months
|
|
Nine Months
|
||||
Base sales, net of RDM and CIM
|
$
|
17
|
|
|
$
|
49
|
|
Securitization bond and tax surcharge
|
(13
|
)
|
|
(27
|
)
|
||
Electric Choice implementation surcharge elimination
|
(7
|
)
|
|
(18
|
)
|
||
Energy optimization incentive
|
—
|
|
|
9
|
|
||
Restoration tracker
|
22
|
|
|
27
|
|
||
Low Income Energy Efficiency Fund revenue deferral
|
(13
|
)
|
|
(13
|
)
|
||
Other
|
(2
|
)
|
|
(7
|
)
|
||
Increase in gross margin
|
$
|
4
|
|
|
$
|
20
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30
|
|
September 30
|
||||||||
(in Thousands of MWh)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||
Electric Sales
|
|
|
|
|
|
|
|
||||
Residential
|
4,863
|
|
|
5,034
|
|
|
12,358
|
|
|
12,301
|
|
Commercial
|
4,759
|
|
|
4,730
|
|
|
12,750
|
|
|
12,660
|
|
Industrial
|
2,606
|
|
|
2,357
|
|
|
7,353
|
|
|
7,438
|
|
Other
|
782
|
|
|
798
|
|
|
2,343
|
|
|
2,398
|
|
|
13,010
|
|
|
12,919
|
|
|
34,804
|
|
|
34,797
|
|
Interconnection sales (1)
|
884
|
|
|
1,270
|
|
|
2,346
|
|
|
4,031
|
|
Total Electric Sales
|
13,894
|
|
|
14,189
|
|
|
37,150
|
|
|
38,828
|
|
|
|
|
|
|
|
|
|
||||
Electric Deliveries
|
|
|
|
|
|
|
|
||||
Retail and Wholesale
|
13,010
|
|
|
12,919
|
|
|
34,804
|
|
|
34,797
|
|
Electric Customer Choice
|
1,393
|
|
|
1,289
|
|
|
4,104
|
|
|
3,675
|
|
Total Electric Sales and Deliveries
|
14,403
|
|
|
14,208
|
|
|
38,908
|
|
|
38,472
|
|
(1)
|
Represents power that is not distributed by Detroit Edison.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30
|
|
September 30
|
||||||||||||
(in Thousands of MWh)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Power Plant Generation
|
|
|
|
|
|
|
|
||||||||
Fossil
|
10,143
|
|
|
11,224
|
|
|
27,007
|
|
|
30,339
|
|
||||
Nuclear
|
2,386
|
|
|
2,368
|
|
|
6,500
|
|
|
6,656
|
|
||||
|
12,529
|
|
|
13,592
|
|
|
33,507
|
|
|
36,995
|
|
||||
Purchased Power
|
2,353
|
|
|
1,669
|
|
|
6,403
|
|
|
4,465
|
|
||||
System Output
|
14,882
|
|
|
15,261
|
|
|
39,910
|
|
|
41,460
|
|
||||
Less Line Loss and Internal Use
|
(988
|
)
|
|
(1,072
|
)
|
|
(2,760
|
)
|
|
(2,632
|
)
|
||||
Net System Output
|
13,894
|
|
|
14,189
|
|
|
37,150
|
|
|
38,828
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average Unit Cost ($/MWh)
|
|
|
|
|
|
|
|
||||||||
Generation (1)
|
$
|
25.45
|
|
|
$
|
19.81
|
|
|
$
|
22.90
|
|
|
$
|
19.22
|
|
Purchased Power
|
$
|
49.15
|
|
|
$
|
51.07
|
|
|
$
|
44.81
|
|
|
$
|
43.71
|
|
Overall Average Unit Cost
|
$
|
29.20
|
|
|
$
|
23.23
|
|
|
$
|
26.41
|
|
|
$
|
21.85
|
|
(1)
|
Represents fuel costs associated with power plants.
|
|
|
THE DETROIT EDISON COMPANY
|
|
|
(Registrant)
|
|
|
|
Date:
|
November 4, 2011
|
/S/ PETER B. OLEKSIAK
|
|
|
Peter B. Oleksiak
|
|
|
Vice President and Controller and
|
|
|
Chief Accounting Officer
|
*
|
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
|
PARTIES.
|
SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, in the year 2011, 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 The Bank of New York Mellon Trust Company, N.A., a trust company organized and existing under the laws of the United States, having a corporate trust agency office at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the “Trustee”), party of the second part.
|
|||
|
|
|||
ORIGINAL INDENTURE AND SUPPLEMENTALS.
|
WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005, September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006, December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008, October 1, 2008, December 1, 2008, March 15, 2009, November 1, 2009, August 1, 2010, September 1, 2010, December 1, 2010, March 1, 2001 and May 15, 2011 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and
|
|||
|
|
|||
ISSUE OF BONDS UNDER INDENTURE.
|
WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and
|
|||
|
|
|||
BONDS HERETOFORE ISSUED.
|
WHEREAS, bonds in the principal amount of Fourteen billion three hundred fifteen million seven hundred seven thousand dollars ($14,315,707,000) have heretofore been issued under the Indenture as follows, viz:
|
|||
|
|
|||
(1)
|
Bonds of Series A
|
Principal Amount $26,016,000,
|
||
|
|
|
||
(2)
|
Bonds of Series B
|
Principal Amount $23,000,000,
|
||
|
|
|
||
(3)
|
Bonds of Series C
|
Principal Amount $20,000,000,
|
||
|
|
|
||
(4)
|
Bonds of Series D
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(5)
|
Bonds of Series E
|
Principal Amount $15,000,000,
|
||
|
|
|
(6)
|
Bonds of Series F
|
Principal Amount $49,000,000,
|
||
|
|
|
||
(7)
|
Bonds of Series G
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(8)
|
Bonds of Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(9)
|
Bonds of Series I
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(10)
|
Bonds of Series J
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(11)
|
Bonds of Series K
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(12)
|
Bonds of Series L
|
Principal Amount $24,000,000,
|
||
|
|
|
||
(13)
|
Bonds of Series M
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(14)
|
Bonds of Series N
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(15)
|
Bonds of Series O
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(16)
|
Bonds of Series P
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(17)
|
Bonds of Series Q
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(18)
|
Bonds of Series W
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(19)
|
Bonds of Series AA
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(20)
|
Bonds of Series BB
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(21)
|
Bonds of Series CC
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(22)
|
Bonds of Series UU
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(23-31)
|
Bonds of Series DDP Nos. 1-9
|
Principal Amount $14,305,000,
|
||
|
|
|
||
(32-45)
|
Bonds of Series FFR Nos. 1-14
|
Principal Amount $45,600,000,
|
||
|
|
|
||
(46-67)
|
Bonds of Series GGP Nos. 1-22
|
Principal Amount $42,300,000,
|
||
|
|
|
||
(68)
|
Bonds of Series HH
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(69-90)
|
Bonds of Series IIP Nos. 1-22
|
Principal Amount $3,750,000,
|
||
|
|
|
||
(91-98)
|
Bonds of Series JJP Nos. 1-8
|
Principal Amount $6,850,000,
|
||
|
|
|
||
(99-107)
|
Bonds of Series KKP Nos. 1-9
|
Principal Amount $34,890,000,
|
||
|
|
|
||
(108-122)
|
Bonds of Series LLP Nos. 1-15
|
Principal Amount $8,850,000,
|
||
|
|
|
||
(123-143)
|
Bonds of Series NNP Nos. 1-21
|
Principal Amount $47,950,000,
|
||
|
|
|
||
(144-161)
|
Bonds of Series OOP Nos. 1-18
|
Principal Amount $18,880,000,
|
||
|
|
|
||
(162-180)
|
Bonds of Series QQP Nos. 1-19
|
Principal Amount $13,650,000,
|
||
|
|
|
||
(181-195)
|
Bonds of Series TTP Nos. 1-15
|
Principal Amount $3,800,000,
|
||
|
|
|
||
(196)
|
Bonds of 1980 Series A
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(197-221)
|
Bonds of 1980 Series CP Nos. 1-25
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(222-232)
|
Bonds of 1980 Series DP Nos. 1-11
|
Principal Amount $10,750,000,
|
||
|
|
|
||
(233-248)
|
Bonds of 1981 Series AP Nos. 1-16
|
Principal Amount $124,000,000,
|
||
|
|
|
||
(249)
|
Bonds of 1985 Series A
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(250)
|
Bonds of 1985 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(251)
|
Bonds of Series PP
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(252)
|
Bonds of Series RR
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(253)
|
Bonds of Series EE
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(254-255)
|
Bonds of Series MMP and MMP No. 2
|
Principal Amount $5,430,000,
|
||
|
|
|
||
(256)
|
Bonds of Series T
|
Principal Amount $75,000,000,
|
||
|
|
|
||
(257)
|
Bonds of Series U
|
Principal Amount $75,000,000,
|
||
|
|
|
||
(258)
|
Bonds of 1986 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(259)
|
Bonds of 1987 Series D
|
Principal Amount $250,000,000,
|
||
|
|
|
||
(260)
|
Bonds of 1987 Series E
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(261)
|
Bonds of 1987 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(262)
|
Bonds of Series V
|
Principal Amount $100,000,000,
|
||
|
|
|
(263)
|
Bonds of Series SS
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(264)
|
Bonds of 1980 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(265)
|
Bonds of 1986 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(266)
|
Bonds of 1986 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(267)
|
Bonds of 1987 Series B
|
Principal Amount $175,000,000,
|
||
|
|
|
||
(268)
|
Bonds of Series X
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(269)
|
Bonds of 1987 Series F
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(270)
|
Bonds of 1987 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(271)
|
Bonds of Series Y
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(272)
|
Bonds of Series Z
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(273)
|
Bonds of 1989 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(274)
|
Bonds of 1984 Series AP
|
Principal Amount $2,400,000,
|
||
|
|
|
||
(275)
|
Bonds of 1984 Series BP
|
Principal Amount $7,750,000,
|
||
|
|
|
||
(276)
|
Bonds of Series R
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(277)
|
Bonds of Series S
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(278)
|
Bonds of 1993 Series D
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(279)
|
Bonds of 1992 Series E
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(280)
|
Bonds of 1993 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(281)
|
Bonds of 1989 Series BP
|
Principal Amount $66,565,000,
|
||
|
|
|
||
(282)
|
Bonds of 1990 Series A
|
Principal Amount $194,649,000,
|
||
|
|
|
||
(283)
|
Bonds of 1990 Series D
|
Principal Amount $0,
|
||
|
|
|
||
(284)
|
Bonds of 1993 Series G
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(285)
|
Bonds of 1993 Series K
|
Principal Amount $160,000,000,
|
||
|
|
|
||
(286)
|
Bonds of 1991 Series EP
|
Principal Amount $41,480,000,
|
||
|
|
|
||
(287)
|
Bonds of 1993 Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(288)
|
Bonds of 1999 Series D
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(289)
|
Bonds of 1991 Series FP
|
Principal Amount $98,375,000,
|
||
|
|
|
||
(290)
|
Bonds of 1992 Series BP
|
Principal Amount $20,975,000,
|
||
|
|
|
||
(291)
|
Bonds of 1992 Series D
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(292)
|
Bonds of 1992 Series CP
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(293)
|
Bonds of 1993 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(294)
|
Bonds of 1993 Series E
|
Principal Amount $400,000,000,
|
||
|
|
|
||
(295)
|
Bonds of 1993 Series J
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(296-301)
|
Bonds of Series KKP Nos. 10-15
|
Principal Amount $179,590,000,
|
||
|
|
|
||
(302)
|
Bonds of 1989 Series BP No. 2
|
Principal Amount $36,000,000,
|
||
|
|
|
||
(303)
|
Bonds of 1993 Series FP
|
Principal Amount $5,685,000,
|
||
|
|
|
||
(304)
|
Bonds of 1993 Series IP
|
Principal Amount $5,825,000,
|
||
|
|
|
||
(305)
|
Bonds of 1994 Series AP
|
Principal Amount $7,535,000,
|
||
|
|
|
||
(306)
|
Bonds of 1994 Series BP
|
Principal Amount $12,935,000,
|
||
|
|
|
||
(307)
|
Bonds of 1994 Series DP
|
Principal Amount $23,700,000,
|
||
|
|
|
||
(308)
|
Bonds of 1994 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(309)
|
Bonds of 2000 Series A
|
Principal Amount $220,000,000,
|
||
|
|
|
||
(310)
|
Bonds of 2005 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(311)
|
Bonds of 1995 Series AP
|
Principal Amount $97,000,000,
|
||
|
|
|
||
(312)
|
Bonds of 1995 Series BP
|
Principal Amount $22,175,000,
|
||
|
|
|
||
(313)
|
Bonds of 2001 Series D
|
Principal Amount $200,000,000,
|
||
|
|
|
(314)
|
Bonds of 2005 Series B
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(315)
|
Bonds of 2006 Series CT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(316)
|
Bonds of 2005 Series DT
|
Principal Amount $119,175,000,
|
||
|
|
|
||
(317)
|
Bonds of 1991 Series AP
|
Principal Amount $32,375,000,
|
||
|
|
|
||
(318)
|
Bonds of 2008 Series DT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(319)
|
Bonds of 1993 Series AP
|
Principal Amount $65,000,000, and
|
||
|
|
|
||
(320)
|
Bonds of 2001 Series E
|
Principal Amount $500,000,000,
|
||
|
|
|
||
(321)
|
Bonds of 2001 Series AP
|
Principal Amount $31,000,000, and
|
||
|
|
|
||
(322)
|
Bonds of 1991 Series BP
|
Principal Amount $25,910,000,
|
||
|
|
|
||
|
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
|
|||
|
|
|||
(323)
|
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 Two hundred nine million three hundred fifty-two thousand dollars ($209,352,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(324)
|
Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Seventy-five million two hundred eighteen thousand dollars ($75,218,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(325)
|
INTENTIONALLY RESERVED FOR 1990 SERIES E;
|
|||
|
|
|||
(326)
|
INTENTIONALLY RESERVED FOR 1990 SERIES F;
|
|||
|
|
|||
(327)
|
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;
|
|||
|
|
|||
(328)
|
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;
|
|||
|
|
|||
(329)
|
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;
|
|||
|
|
|||
(330)
|
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;
|
|||
|
|
|||
(331)
|
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;
|
|||
|
|
|||
(332)
|
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;
|
|||
|
|
|||
(333)
|
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;
|
|||
|
|
|||
(334)
|
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;
|
|||
|
|
|||
(335)
|
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;
|
|||
|
|
|||
(336)
|
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;
|
|||
|
|
|||
(337)
|
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;
|
|||
|
|
|||
(338)
|
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;
|
|||
|
|
(339)
|
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;
|
|||
|
|
|||
(340)
|
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;
|
|||
|
|
|||
(341)
|
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;
|
|||
|
|
|||
(342)
|
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;
|
|||
|
|
|||
(343)
|
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;
|
|||
|
|
|||
(344)
|
Bonds of 2005 Series AR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(345)
|
Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(346)
|
Bonds of 2005 Series C in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(347)
|
Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(348)
|
Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(349)
|
Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(350)
|
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy-five thousand dollars ($119,175,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(351)
|
Bonds of 2008 Series G in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(352)
|
Bonds of 2008 Series KT 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;
|
|||
|
|
|||
(353)
|
Bonds of 2008 Series J in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(354)
|
Bonds of 2008 Series LT in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(355)
|
Bonds of 2009 Series BT in the principal amount of Sixty-eight million five hundred thousand dollars ($68,500,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(356)
|
Bonds of 2009 Series CT in the principal amount of Sixty-five million dollars ($65,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(357)
|
Bonds of 2010 Series B in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(358)
|
Bonds of 2010 Series A in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(359)
|
Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty-five thousand dollars ($19,855,000), all of which are outstanding at the date hereof;
|
|||
(360)
|
Bonds of 2011 Series AT in the principal amount of Thirty-one million dollars ($31,000,000), all of which are outstanding at the date hereof; and
|
|||
|
|
|||
(361)
|
Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
|
accordingly, the Company has issued and has presently outstanding Four billion four hundred fifteen million seventeen thousand dollars ($4,415,017,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.
|
|||
|
|
REASON FOR CREATION OF NEW SERIES.
|
WHEREAS, the Company will enter into a First Amendment to Loan Agreement, dated as of September 1, 2011, with the Michigan Strategic Fund amending the Loan Agreement dated as of September 1, 1995 relating to the issuance of the Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project). Series 1995CC, and pursuant to such Loan Agreement, as amended, the Company has agreed to issue its General and Refunding Mortgage Bonds under the Indenture in order further to secure the Company's obligations under the Loan Agreement; and
|
|||
|
|
|||
BONDS TO BE 2011 SERIES GT.
|
WHEREAS, for such purpose the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2011 Series GT,” in the aggregate principal amount of Eighty-two million three hundred fifty thousand dollars ($82,350,000), 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 SUPPLEMENTAL INDENTURE.
|
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
|
|||
|
|
|||
|
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
|
|||
|
|
|||
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
|
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
|
|
PART I.
CREATION OF THREE HUNDRED SIXTY-SECOND
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2011 SERIES GT
|
TERMS OF BONDS OF
2011 SERIES GT.
|
SECTION 1. The Company hereby creates the three hundred sixty-second series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series GT” (elsewhere herein referred to as the “bonds of 2011 Series GT”). The aggregate principal amount of bonds of 2011 Series GT shall be limited to Eight-two million three hundred fifty thousand dollars ($82,350,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.
|
|
|
|
Each bond of 2011 Series GT is to be irrevocably assigned to, and registered in the name of, The Bank of New York Mellon Trust Company, N.A., as trustee, or a successor trustee (said trustee or any successor trustee being hereinafter referred to as the “MSF Trustee”), under the Trust Indenture, dated as of September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 (the “MSF Indenture”), between the Michigan Strategic Fund (the “MSF”) and the MSF Trustee, to secure payment of the Michigan Strategic Fund Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Series 1995CC (the “MSF Bonds”), issued by the MSF under the MSF Indenture, the proceeds of which were loaned to the Company pursuant to the provisions of the Loan Agreement dated as of September 1, 1995, as amended by the First Amendment to Loan Agreement dated as of September 1, 2011 (the “Loan Agreement”).
|
|
|
|
The bonds of 2011 Series GT shall be issued as registered bonds without coupons in denominations of a multiple of $5,000. The bonds of 2011 Series GT shall be issued in the aggregate principal amount of $82,350,000, shall mature on September 1, 2030 (subject to earlier redemption or release) and shall bear interest at the rate of interest established for the MSF Bonds from time to time in accordance with the MSF Indenture, payable on such dates as interest shall be payable on the MSF 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 been discharged as provided in the Indenture. In addition to the payment of principal and interest as provided herein, in the event any premium (as provided for in the MSF Indenture) shall be required to be paid by the Company on the MSF Bonds, there shall be due and payable on the bonds of 2011 Series GT an additional amount equal to such premium which shall be paid by the Company in the amounts and on the dates required for the payment of any such amounts under the MSF Indenture.
|
|
|
|
The bonds of 2011 Series GT 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 2011 Series GT shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
|
|
|
|
Except as provided herein, each bond of 2011 Series GT 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 2011 Series GT, 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 MSF Bonds, in which case interest shall be payable from September 1, 2011.
|
|
|
|
The bonds of 2011 Series GT in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2011 Series GT). Until bonds of 2011 Series GT 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 2011 Series GT in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series GT, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series GT, 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 2011 Series GT 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 MSF 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 2011 Series GT, 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT 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 2011 Series GT shall not be assignable or transferable except as may be set forth under Section 1102 of the MSF Indenture, 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 MSF 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 2011 Series GT shall in the same manner be exchangeable for a like aggregate principal amount of bonds of 2011 Series GT 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 2011 Series GT during any period of ten (10) days next preceding any redemption date for such bonds.
|
|
|
|
Bonds of 2011 Series GT, 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 MSF Indenture.
|
|
|
|
Upon payment of the principal or premium, if any, or interest on the MSF Bonds, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for the payment thereof having been made in accordance with Section 204 of the MSF Indenture, bonds of 2011 Series GT in a principal amount equal to the principal amount of such MSF Bonds, 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 2011 Series GT, in lieu of defeasing such bonds in accordance with the Indenture, it shall either redeem an equal principal amount of MSF Bonds or take such action as shall be required by Section 204 of the MSF Indenture to defease an equal principal amount of MSF Bonds.
|
|
|
|
Any amount payable by the Company in respect of principal of bonds of 2011 Series GT, 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 MSF Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of MSF Bonds in accordance with the MSF Indenture. In 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.
|
|
|
REDEMPTION OF BONDS OF 2011 SERIES GT.
|
SECTION 2. Bonds of 2011 Series GT shall be redeemed on the respective dates and in the respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the MSF Bonds.
|
|
|
|
In the event the Company elects to redeem any MSF Bonds prior to maturity in accordance with the provisions of the MSF Indenture, the Company shall give the Trustee notice of redemption of bonds of 2011Series GT on the same date as it gives notice of redemption of MSF Bonds to the MSF Indenture Trustee.
|
|
|
REDEMPTION OF BONDS OF 2011 SERIES GT IN EVENT OF ACCELERATION OF MSF BONDS.
|
SECTION 3. In the event of an Event of Default under the MSF Indenture and the acceleration of all MSF Bonds, the bonds of 2011 Series GT shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a “Redemption Demand”) from the MSF Indenture Trustee stating that there has occurred under the MSF Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the MSF Bonds, specifying the last date to which interest on the MSF Bonds 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 MSF Indenture Trustee not more than ten (10) nor less than five (5) days prior to the Demand Redemption Date.
|
|
|
|
Each bond of 2011 Series GT shall be redeemed by the Company on the Demand Redemption Date therefor upon surrender thereof by the MSF 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 MSF Bonds; provided, however, that in the event of a receipt by the Trustee of a notice that, pursuant to Section 606 of the MSF Indenture, the MSF Indenture Trustee has terminated proceedings to enforce any right under the MSF Indenture, then any Redemption Demand shall thereby be rescinded by the MSF 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 MSF Indenture Trustee by its President or one of its Vice Presidents.
|
|
|
FORM
OF BONDS OF
2011 SERIES GT.
|
SECTION 4. The bonds of 2011 Series GT and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
|
|
|
|
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2011 SERIES GT
|
|
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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 Trust Indenture, dated as of September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 between the Michigan Strategic Fund and The Bank of New York Mellon Trust Company, N.A., as MSF 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 Trust Indenture.
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$______________No. R-___
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THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as MSF 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 September 1, 2030 (subject to earlier redemption or release) and interest thereon at the rate of interest established for the MSF Bonds from time to time in accordance with the MSF Indenture, in like lawful money, from September 1, 2011, 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 MSF 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. In addition to the payment of principal and interest on bonds of this Series, in the event any premium (as provided for in the MSF Indenture hereinafter referred to) shall be required to be paid by the Company on the MSF Bonds, there shall be due and payable on the bonds of this Series an additional amount equal to such premium which shall be paid by the Company in the amounts and on the dates required for the payment of any such amounts under the MSF Indenture.
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Under a Trust Indenture, dated as of September 1, 1995, as supplemented by Supplemental Indenture Number 1 dated as of September 1, 2011 (hereinafter called the “MSF Indenture”), between the Michigan Strategic Fund (the “MSF”) and The Bank of New York Mellon Trust Company, N.A., as trustee (hereinafter called the “MSF Indenture Trustee”), the MSF has issued its Adjustable Rate Demand Limited Obligation Refunding Revenue Bonds (The Detroit Edison Company Pollution Control Bonds Project), Series 1995CC (the “MSF Bonds”). This bond was originally issued to the MSF and simultaneously irrevocably assigned to the MSF Indenture Trustee so as to secure the Company's obligations under the Loan Agreement. Payments of principal of, or premium (as provided for in the MSF Indenture), if any, or interest on, the MSF Bonds shall constitute like payments on this bond as further provided herein and in the supplemental indenture pursuant to which this bond has been issued.
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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 2011 Series GT, limited to an aggregate principal amount of $82,350,000, 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 The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 1, 2011) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 1, 2011, 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.
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This bond is redeemable upon the terms and conditions set forth in the Indenture, including provision for redemption upon demand of the MSF Indenture Trustee following the occurrence of an Event of Default under the MSF Indenture and the acceleration of the principal of the MSF Bonds.
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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 2011 Series GT (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.
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In the event the Company desires to provide for the payment of bonds of 2011 Series GT, in lieu of defeasing such bonds in accordance with the Indenture, it shall either redeem an equal principal amount of MSF Bonds or take such action as shall be required by Section 204 of the MSF Indenture to defease an equal principal amount of MSF Bonds.
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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.
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Any amount payable by the Company in respect of principal of bonds of 2011 Series GT, 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 MSF Bonds shall be applied simultaneously to the redemption or defeasance of an equal principal amount of MSF Bonds in accordance with the MSF Indenture.
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Upon payment of the principal of, or premium, if any, or interest on, the MSF Bonds, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 204 of the MSF Indenture, bonds of 2011 Series GT in a principal amount equal to the principal amount of such MSF Bonds, 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.
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This bond is not assignable or transferable except as set forth under Section 1102 of the MSF Indenture, 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 MSF 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.
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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.
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This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
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Dated: _____________
THE DETROIT EDISON COMPANY
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By:
Name:
Title:
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[Corporate Seal]
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Attest:
By:
Name:
Title:
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[FORM OF TRUSTEE'S CERTIFICATE]
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FORM OF TRUSTEE'S CERTIFICATE.
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This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
Authorized Representative
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PART II.
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RECORDING AND FILING DATA
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RECORDING AND FILING OF ORIGINAL INDENTURE.
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The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
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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.
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
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Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
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Supplemental Indenture
Dated as of
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Purpose of Supplemental
Indenture
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Recorded and/or Filed as Set Forth in Supplemental
Indenture Dated as of
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June 1, 1925(a)(b)
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Series B Bonds
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February 1, 1940
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August 1, 1927(a)(b)
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Series C Bonds
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February 1, 1940
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February 1, 1931(a)(b)
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Series D Bonds
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February 1, 1940
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June 1, 1931(a)(b)
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Subject Properties
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February 1, 1940
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October 1, 1932(a)(b)
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Series E Bonds
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February 1, 1940
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September 25, 1935(a)(b)
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Series F Bonds
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February 1, 1940
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September 1, 1936(a)(b)
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Series G Bonds
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February 1, 1940
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November 1, 1936(a)(b)
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Subject Properties
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February 1, 1940
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February 1, 1940(a)(b)
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Subject Properties
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September 1, 1947
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December 1, 1940(a)(b)
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Series H Bonds and Additional Provisions
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September 1, 1947
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September 1, 1947(a)(b)(c)
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Series I Bonds, Subject Properties and Additional Provisions
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November 15, 1951
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March 1, 1950(a)(b)(c)
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Series J Bonds and Additional Provisions
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November 15, 1951
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November 15, 1951(a)(b)(c)
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Series K Bonds, Additional Provisions and Subject Properties
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January 15, 1953
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January 15, 1953(a)(b)
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Series L Bonds
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May 1, 1953
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May 1, 1953(a)
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Series M Bonds and Subject Properties
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March 15, 1954
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March 15, 1954(a)(c)
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Series N Bonds and Subject Properties
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May 15, 1955
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May 15, 1955(a)(c)
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Series O Bonds and Subject Properties
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August 15, 1957
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August 15, 1957(a)(c)
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Series P Bonds, Additional Provisions and Subject Properties
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June 1, 1959
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June 1, 1959(a)(c)
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Series Q Bonds and Subject Properties
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December 1, 1966
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December 1, 1966(a)(c)
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Series R Bonds, Additional Provisions and Subject Properties
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October 1, 1968
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October 1, 1968(a)(c)
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Series S Bonds and Subject Properties
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December 1, 1969
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December 1, 1969(a)(c)
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Series T Bonds and Subject Properties
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July 1, 1970
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July 1, 1970(c)
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Series U Bonds and Subject Properties
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December 15, 1970
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December 15, 1970(c)
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Series V Bonds and Series W Bonds
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June 15, 1971
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June 15, 1971(c)
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Series X Bonds and Subject Properties
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November 15, 1971
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November 15, 1971(c)
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Series Y Bonds and Subject Properties
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January 15, 1973
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January 15, 1973(c)
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Series Z Bonds and Subject Properties
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May 1, 1974
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May 1, 1974
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Series AA Bonds and Subject Properties
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October 1, 1974
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October 1, 1974
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Series BB Bonds and Subject Properties
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January 15, 1975
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January 15, 1975
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Series CC Bonds and Subject Properties
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November 1, 1975
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November 1, 1975
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Series DDP Nos. 1-9 Bonds and Subject Properties
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December 15, 1975
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December 15, 1975
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Series EE Bonds and Subject Properties
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February 1, 1976
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February 1, 1976
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Series FFR Nos. 1-13 Bonds
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June 15, 1976
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June 15, 1976
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Series GGP Nos. 1-7 Bonds and Subject Properties
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July 15, 1976
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July 15, 1976
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Series HH Bonds and Subject Properties
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February 15, 1977
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February 15, 1977
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Series MMP Bonds and Subject Properties
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March 1, 1977
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March 1, 1977
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Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
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June 15, 1977
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June 15, 1977
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Series FFR No. 14 Bonds and Subject Properties
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July 1, 1977
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July 1, 1977
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Series NNP Nos. 1-7 Bonds and Subject Properties
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October 1, 1977
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October 1, 1977
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Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties
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June 1, 1978
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June 1, 1978
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Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject Properties
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October 15, 1978
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October 15, 1978
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Series RR Bonds and Subject Properties
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March 15, 1979
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March 15, 1979
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Series SS Bonds and Subject Properties
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July 1, 1979
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July 1, 1979
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Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties
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September 1, 1979
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September 1, 1979
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Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties
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September 15, 1979
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September 15, 1979
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Series UU Bonds
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January 1, 1980
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January 1, 1980
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1980 Series A Bonds and Subject Properties
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April 1, 1980
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April 1, 1980
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1980 Series B Bonds
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August 15, 1980
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August 15, 1980
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Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
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August 1, 1981
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August 1, 1981
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1980 Series CP Nos. 13-25 Bonds and Subject Properties
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November 1, 1981
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November 1, 1981
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1981 Series AP Nos. 1-12 Bonds
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June 30, 1982
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June 30, 1982
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Article XIV Reconfirmation
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August 15, 1982
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August 15, 1982
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1981 Series AP Nos. 13-14 Bonds and Subject Properties
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June 1, 1983
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June 1, 1983
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1981 Series AP Nos. 15-16 Bonds and Subject Properties
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October 1, 1984
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October 1, 1984
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1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
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May 1, 1985
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May 1, 1985
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1985 Series A Bonds
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May 15, 1985
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May 15, 1985
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1985 Series B Bonds and Subject Properties
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October 15, 1985
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October 15, 1985
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Series KKP No. 9 Bonds and Subject Properties
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April 1, 1986
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April 1, 1986
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1986 Series A Bonds and Subject Properties
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August 15, 1986
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August 15, 1986
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1986 Series B Bonds and Subject Properties
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November 30, 1986
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November 30, 1986
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1986 Series C Bonds
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January 31, 1987
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January 31, 1987
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1987 Series A Bonds
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April 1, 1987
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April 1, 1987
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1987 Series B Bonds and 1987 Series C Bonds
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August 15, 1987
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August 15, 1987
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1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
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November 30, 1987
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November 30, 1987
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1987 Series F Bonds
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June 15, 1989
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June 15, 1989
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1989 Series A Bonds
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July 15, 1989
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July 15, 1989
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Series KKP No. 10 Bonds
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December 1, 1989
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December 1, 1989
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Series KKP No. 11 Bonds and 1989 Series BP Bonds
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February 15, 1990
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February 15, 1990
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1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
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November 1, 1990
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November 1, 1990
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Series KKP No. 12 Bonds
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April 1, 1991
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April 1, 1991
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1991 Series AP Bonds
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May 1, 1991
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May 1, 1991
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1991 Series BP Bonds and 1991 Series CP Bonds
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May 15, 1991
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May 15, 1991
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1991 Series DP Bonds
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September 1, 1991
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September 1, 1991
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1991 Series EP Bonds
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November 1, 1991
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November 1, 1991
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1991 Series FP Bonds
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January 15, 1992
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January 15, 1992
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1992 Series BP Bonds
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February 29, 1992 and April 15, 1992
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February 29, 1992
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1992 Series AP Bonds
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April 15, 1992
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April 15, 1992
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Series KKP No. 13 Bonds
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July 15, 1992
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July 15, 1992
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1992 Series CP Bonds
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November 30, 1992
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July 31, 1992
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1992 Series D Bonds
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November 30, 1992
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November 30, 1992
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1992 Series E Bonds and 1993 Series B Bonds
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March 15, 1993
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December 15, 1992
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Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
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March 15, 1993
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January 1, 1993
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1993 Series C Bonds
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April 1, 1993
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March 1, 1993
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1993 Series E Bonds
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June 30, 1993
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March 15, 1993
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1993 Series D Bonds
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September 15, 1993
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April 1, 1993
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1993 Series FP Bonds and 1993 Series IP Bonds
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September 15, 1993
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April 26, 1993
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1993 Series G Bonds and Amendment of Article II, Section 5
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September 15, 1993
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May 31, 1993
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1993 Series J Bonds
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September 15, 1993
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June 30, 1993
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1993 Series AP Bonds
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(d)
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June 30, 1993
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1993 Series H Bonds
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(d)
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September 15, 1993
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1993 Series K Bonds
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March 1, 1994
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March 1, 1994
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1994 Series AP Bonds
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June 15, 1994
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June 15, 1994
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1994 Series BP Bonds
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December 1, 1994
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August 15, 1994
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1994 Series C Bonds
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December 1, 1994
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December 1, 1994
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Series KKP No. 15 Bonds and 1994 Series DP Bonds
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August 1, 1995
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August 1, 1995
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1995 Series AP Bonds and 1995 Series BP Bonds
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August 1, 1999
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August 1, 1999
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1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
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(d)
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August 15, 1999
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1999 Series D Bonds
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(d)
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January 1, 2000
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2000 Series A Bonds
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(d)
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April 15, 2000
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Appointment of Successor Trustee
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(d)
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August 1, 2000
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2000 Series BP Bonds
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(d)
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March 15, 2001
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2001 Series AP Bonds
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(d)
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May 1, 2001
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2001 Series BP Bonds
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(d)
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August 15, 2001
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2001 Series CP Bonds
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(d)
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September 15, 2001
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2001 Series D Bonds and 2001 Series E Bonds
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(d)
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September 17, 2002
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Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
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(d)
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October 15, 2002
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2002 Series A Bonds and 2002 Series B Bonds
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(d)
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December 1, 2002
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2002 Series C Bonds and 2002 Series D Bonds
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(d)
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August 1, 2003
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2003 Series A Bonds
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(d)
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March 15, 2004
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2004 Series A Bonds and 2004 Series B Bonds
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(d)
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July 1, 2004
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2004 Series D Bonds
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(d)
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February 1, 2005
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2005 Series A Bonds and 2005 Series B Bonds
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May 15, 2006
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April 1, 2005
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2005 Series AR Bonds and 2005 Series BR Bonds
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May 15, 2006
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF MAY 15, 2011.
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Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 15, 2011 providing for the terms of bonds to be issued thereunder of 2011 Series B has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on May 19, 2011 (Filing No. 2011072283-9), has been filed and recorded in the Office of the Surface Transportation Board on May 18, 2011(Recordation No. 5485-CCCCCC), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
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RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.
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All the bonds of Series A which were issued under the Original Indenture dated as of October 1, 1924, and of Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K, Series L, Series M, Series N, Series O, Series P, Series Q, Series R, Series S, Series T, Series U, Series V, Series W, Series X, Series Y, Series Z, Series AA, Series BB, Series CC, Series DDP Nos. 1-9, Series EE, Series FFR Nos. 1-13, Series GGP Nos. 1-7, Series HH, Series MMP, Series IP Nos. 1-7, Series JJP Nos. 1-7, Series KKP Nos. 1-7, Series LLP Nos. 1-7, Series FFR No. 14, Series NNP Nos. 1-7, Series GGP Nos. 8-22, Series OOP Nos. 1-17, Series PP, Series QQP Nos. 1-9, Series RR, Series SS, Series IIP Nos. 8-22, Series NNP Nos. 8-21, Series TTP Nos. 1-15, Series JJP No. 8, Series KKP No. 8, Series LLP Nos. 8-15, Series MMP No. 2, Series OOP No. 18, Series UU, 1980 Series A, 1980 Series B, Series QQP Nos. 10-19, 1980 Series CP Nos. 1-12, 1980 Series DP Nos. 1-11, 1980 Series CP Nos. 13-25, 1981 Series AP Nos. 1-12, 1981 Series AP Nos. 13-14, 1981 Series AP Nos. 15-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, Series KKP No. 9, 1986 Series A, 1986 Series B, 1986 Series C, 1987 Series A, 1987 Series B, 1987 Series C, 1987 Series D, 1987 Series E, 1987 Series F, 1989 Series A, Series KKP No. 10, Series KKP No. 11, 1989 Series BP, 1990 Series A, 1990 Series D, 1991 Series EP, 1991 Series FP, 1992 Series BP, Series KKP No. 13, 1992 Series CP, 1992 Series D, Series KKP No. 14, 1989 Series BP No. 2, 1993 Series B, 1993 Series C, 1993, 1993 Series H, 1993 Series E, 1993 Series D, 1993 Series FP, 1993 Series IP, 1993 Series G, 1993 Series J, 1993 Series K, 1994 Series AP, 1994 Series BP, 1994 Series C, Series KKP No. 15, 1994 Series DP, 1995 Series AP, 1995 Series BP, 1999 Series D, 2000 Series A, 2001 Series D, 2005 Series A, and 2005 Series B, which were issued under Supplemental Indentures as described in the Recording and Filing of Supplemental Indentures section above, have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
|
|
PART IV.
|
|
|
|
MISCELLANEOUS.
|
|
|
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
|
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.
|
|
|
EXECUTION IN COUNTERPARTS.
|
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
|
|
|
TESTIMONIUM.
|
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 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.
|
(Corporate Seal)
|
Name: Donald J. Goshorn
|
ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
|
|
On this 30th day of August, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Donald J. Goshorn, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Donald J. Goshorn acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
|
|
|
EXECUTION BY
|
THE BANK OF NEW YORK MELLON TRUST
|
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.
|
|
On this 31st day of August, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Alexis M. Johnson, to me personally known, who, being by me duly sworn, did say that her business office is located at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, and she is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that she 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 she subscribed her name thereto by like authority; and said Alexis M. Johnson acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Shirley A. Markulin
Notary Public, Macomb County, Michigan
Acting in Wayne County
My Commission Expires January 14, 2012
|
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
|
|
Donald J. Goshorn, being duly sworn, says: that he is the Assistant Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
|
*
|
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
|
(1)
|
Bonds of Series A
|
Principal Amount $26,016,000,
|
||
|
|
|
||
(2)
|
Bonds of Series B
|
Principal Amount $23,000,000,
|
||
|
|
|
||
(3)
|
Bonds of Series C
|
Principal Amount $20,000,000,
|
||
|
|
|
||
(4)
|
Bonds of Series D
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(5)
|
Bonds of Series E
|
Principal Amount $15,000,000,
|
||
|
|
|
||
(6)
|
Bonds of Series F
|
Principal Amount $49,000,000,
|
||
|
|
|
||
(7)
|
Bonds of Series G
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(8)
|
Bonds of Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(9)
|
Bonds of Series I
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(10)
|
Bonds of Series J
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(11)
|
Bonds of Series K
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(12)
|
Bonds of Series L
|
Principal Amount $24,000,000,
|
||
|
|
|
||
(13)
|
Bonds of Series M
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(14)
|
Bonds of Series N
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(15)
|
Bonds of Series O
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(16)
|
Bonds of Series P
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(17)
|
Bonds of Series Q
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(18)
|
Bonds of Series W
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(19)
|
Bonds of Series AA
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(20)
|
Bonds of Series BB
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(21)
|
Bonds of Series CC
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(22)
|
Bonds of Series UU
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(23-31)
|
Bonds of Series DDP Nos. 1-9
|
Principal Amount $14,305,000,
|
||
|
|
|
||
(32-45)
|
Bonds of Series FFR Nos. 1-14
|
Principal Amount $45,600,000,
|
||
|
|
|
||
(46-67)
|
Bonds of Series GGP Nos. 1-22
|
Principal Amount $42,300,000,
|
||
|
|
|
||
(68)
|
Bonds of Series HH
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(69-90)
|
Bonds of Series IIP Nos. 1-22
|
Principal Amount $3,750,000,
|
||
|
|
|
||
(91-98)
|
Bonds of Series JJP Nos. 1-8
|
Principal Amount $6,850,000,
|
||
|
|
|
||
(99-107)
|
Bonds of Series KKP Nos. 1-9
|
Principal Amount $34,890,000,
|
||
|
|
|
||
(108-122)
|
Bonds of Series LLP Nos. 1-15
|
Principal Amount $8,850,000,
|
||
|
|
|
||
(123-143)
|
Bonds of Series NNP Nos. 1-21
|
Principal Amount $47,950,000,
|
||
|
|
|
||
(144-161)
|
Bonds of Series OOP Nos. 1-18
|
Principal Amount $18,880,000,
|
||
|
|
|
||
(162-180)
|
Bonds of Series QQP Nos. 1-19
|
Principal Amount $13,650,000,
|
||
|
|
|
||
(181-195)
|
Bonds of Series TTP Nos. 1-15
|
Principal Amount $3,800,000,
|
||
|
|
|
||
(196)
|
Bonds of 1980 Series A
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(197-221)
|
Bonds of 1980 Series CP Nos. 1-25
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(222-232)
|
Bonds of 1980 Series DP Nos. 1-11
|
Principal Amount $10,750,000,
|
||
|
|
|
||
(233-248)
|
Bonds of 1981 Series AP Nos. 1-16
|
Principal Amount $124,000,000,
|
||
|
|
|
||
(249)
|
Bonds of 1985 Series A
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(250)
|
Bonds of 1985 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(251)
|
Bonds of Series PP
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(252)
|
Bonds of Series RR
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(253)
|
Bonds of Series EE
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(254-255)
|
Bonds of Series MMP and MMP No. 2
|
Principal Amount $5,430,000,
|
||
|
|
|
||
(256)
|
Bonds of Series T
|
Principal Amount $75,000,000,
|
||
|
|
|
||
(257)
|
Bonds of Series U
|
Principal Amount $75,000,000,
|
||
|
|
|
(258)
|
Bonds of 1986 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(259)
|
Bonds of 1987 Series D
|
Principal Amount $250,000,000,
|
||
|
|
|
||
(260)
|
Bonds of 1987 Series E
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(261)
|
Bonds of 1987 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(262)
|
Bonds of Series V
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(263)
|
Bonds of Series SS
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(264)
|
Bonds of 1980 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(265)
|
Bonds of 1986 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(266)
|
Bonds of 1986 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(267)
|
Bonds of 1987 Series B
|
Principal Amount $175,000,000,
|
||
|
|
|
||
(268)
|
Bonds of Series X
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(269)
|
Bonds of 1987 Series F
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(270)
|
Bonds of 1987 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(271)
|
Bonds of Series Y
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(272)
|
Bonds of Series Z
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(273)
|
Bonds of 1989 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(274)
|
Bonds of 1984 Series AP
|
Principal Amount $2,400,000,
|
||
|
|
|
||
(275)
|
Bonds of 1984 Series BP
|
Principal Amount $7,750,000,
|
||
|
|
|
||
(276)
|
Bonds of Series R
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(277)
|
Bonds of Series S
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(278)
|
Bonds of 1993 Series D
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(279)
|
Bonds of 1992 Series E
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(280)
|
Bonds of 1993 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(281)
|
Bonds of 1989 Series BP
|
Principal Amount $66,565,000,
|
||
|
|
|
||
(282)
|
Bonds of 1990 Series A
|
Principal Amount $194,649,000,
|
||
|
|
|
||
(283)
|
Bonds of 1990 Series D
|
Principal Amount $0,
|
||
|
|
|
||
(284)
|
Bonds of 1993 Series G
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(285)
|
Bonds of 1993 Series K
|
Principal Amount $160,000,000,
|
||
|
|
|
||
(286)
|
Bonds of 1991 Series EP
|
Principal Amount $41,480,000,
|
||
|
|
|
||
(287)
|
Bonds of 1993 Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(288)
|
Bonds of 1999 Series D
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(289)
|
Bonds of 1991 Series FP
|
Principal Amount $98,375,000,
|
||
|
|
|
||
(290)
|
Bonds of 1992 Series BP
|
Principal Amount $20,975,000,
|
||
|
|
|
||
(291)
|
Bonds of 1992 Series D
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(292)
|
Bonds of 1992 Series CP
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(293)
|
Bonds of 1993 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(294)
|
Bonds of 1993 Series E
|
Principal Amount $400,000,000,
|
||
|
|
|
||
(295)
|
Bonds of 1993 Series J
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(296-301)
|
Bonds of Series KKP Nos. 10-15
|
Principal Amount $179,590,000,
|
||
|
|
|
||
(302)
|
Bonds of 1989 Series BP No. 2
|
Principal Amount $36,000,000,
|
||
|
|
|
||
(303)
|
Bonds of 1993 Series FP
|
Principal Amount $5,685,000,
|
||
|
|
|
||
(304)
|
Bonds of 1993 Series IP
|
Principal Amount $5,825,000,
|
||
|
|
|
||
(305)
|
Bonds of 1994 Series AP
|
Principal Amount $7,535,000,
|
||
|
|
|
||
(306)
|
Bonds of 1994 Series BP
|
Principal Amount $12,935,000,
|
||
|
|
|
||
(307)
|
Bonds of 1994 Series DP
|
Principal Amount $23,700,000,
|
||
|
|
|
||
(308)
|
Bonds of 1994 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
(309)
|
Bonds of 2000 Series A
|
Principal Amount $220,000,000,
|
||
|
|
|
||
(310)
|
Bonds of 2005 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(311)
|
Bonds of 1995 Series AP
|
Principal Amount $97,000,000,
|
||
|
|
|
||
(312)
|
Bonds of 1995 Series BP
|
Principal Amount $22,175,000,
|
||
|
|
|
||
(313)
|
Bonds of 2001 Series D
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(314)
|
Bonds of 2005 Series B
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(315)
|
Bonds of 2006 Series CT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(316)
|
Bonds of 2005 Series DT
|
Principal Amount $119,175,000,
|
||
|
|
|
||
(317)
|
Bonds of 1991 Series AP
|
Principal Amount $32,375,000,
|
||
|
|
|
||
(318)
|
Bonds of 2008 Series DT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(319)
|
Bonds of 1993 Series AP
|
Principal Amount $65,000,000,
|
||
|
|
|
||
(320)
|
Bonds of 2001 Series E
|
Principal Amount $500,000,000,
|
||
|
|
|
||
(321)
|
Bonds of 2001 Series AP
|
Principal Amount $31,000,000, and
|
||
|
|
|
||
(322)
|
Bonds of 1991 Series BP
|
Principal Amount $25,910,000,
|
||
|
|
|
||
|
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
|
|||
|
|
|||
(323)
|
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 Two hundred nine million three hundred fifty-two thousand dollars ($209,352,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(324)
|
Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Seventy-five million two hundred eighteen thousand dollars ($75,218,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(325)
|
INTENTIONALLY RESERVED FOR 1990 SERIES E;
|
|||
|
|
|||
(326)
|
INTENTIONALLY RESERVED FOR 1990 SERIES F;
|
|||
|
|
|||
(327)
|
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;
|
|||
|
|
|||
(328)
|
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;
|
|||
|
|
|||
(329)
|
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;
|
|||
|
|
|||
(330)
|
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;
|
|||
|
|
|||
(331)
|
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;
|
|||
|
|
|||
(332)
|
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;
|
|||
|
|
|||
(333)
|
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;
|
|||
|
|
|||
(334)
|
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;
|
|||
|
|
|||
(335)
|
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;
|
|||
|
|
(336)
|
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;
|
|||
|
|
|||
(337)
|
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;
|
|||
|
|
|||
(338)
|
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;
|
|||
|
|
|||
(339)
|
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;
|
|||
|
|
|||
(340)
|
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;
|
|||
|
|
|||
(341)
|
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;
|
|||
|
|
|||
(342)
|
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;
|
|||
|
|
|||
(343)
|
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;
|
|||
|
|
|||
(344)
|
Bonds of 2005 Series AR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(345)
|
Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(346)
|
Bonds of 2005 Series C in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(347)
|
Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(348)
|
Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(349)
|
Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(350)
|
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy-five thousand dollars ($119,175,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(351)
|
Bonds of 2008 Series G in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(352)
|
Bonds of 2008 Series KT 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;
|
|||
|
|
|||
(353)
|
Bonds of 2008 Series J in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(354)
|
Bonds of 2008 Series LT in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(355)
|
Bonds of 2009 Series BT in the principal amount of Sixty-eight million five hundred thousand dollars ($68,500,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(356)
|
Bonds of 2009 Series CT in the principal amount of Sixty-five million dollars ($65,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(357)
|
Bonds of 2010 Series B in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(358)
|
Bonds of 2010 Series A in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(359)
|
Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty-five thousand dollars ($19,855,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(360)
|
Bonds of 2011 Series AT in the principal amount of Thirty-one million dollars ($31,000,000), all of which are outstanding at the date hereof; and
|
|||
|
|
|||
(361)
|
Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(362)
|
RESERVED;
|
|||
|
|
|||
|
accordingly, the Company has issued and has presently outstanding Four billion four hundred fifteen million seventeen thousand dollars ($4,415,017,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.
|
|||
|
|
|||
REASON FOR CREATION OF NEW SERIES.
|
WHEREAS, the Company desires to issue three new series of bonds pursuant to the Indenture; and
|
|||
|
|
|||
BONDS TO BE 2011 SERIES D, 2011 SERIES E AND 2011 SERIES F.
|
WHEREAS, the Company desires by this Supplemental Indenture (i) to amend the Indenture to cure a potential ambiguity pursuant to Section 1(g) of Article XVI of the Indenture and to add to the covenants and agreements of the Company pursuant to Section 1(b) of Article XVI of the Indenture and (ii) to create three new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2011 Series D,” in the aggregate principal amount of One hundred two million dollars ($102,000,000), “General and Refunding Mortgage Bonds, 2011 Series E,” in the aggregate principal amount of Seventy-seven million dollars ($77,000,000), and “General and Refunding Mortgage Bonds, 2011 Series F” in the aggregate principal amount of Forty-six million dollars ($46,000,000), to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and
|
|||
|
|
|||
FURTHER ASSURANCE.
|
WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and
|
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|
|
|||
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
|
WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
|
|||
|
|
|||
|
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
|
|||
|
|
|||
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
|
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
|
|
PART I
AMENDMENT OF INDENTURE
|
|
SECTION 1. Amendment of Granting Clause. The Granting Clause of the Indenture is hereby amended to insert the words “including, without limitation, covenants of the Company to pay any premium (including any make-whole amount) due and payable on any bonds at any time issued and outstanding hereunder,” immediately following the words “performance and observance of all the covenants and conditions therein and herein contained.”
|
|
|
|
SECTION 2. Amendment of Section 2 of Article VI. Section 2 of Article VI of the Indenture is hereby amended to include the following additional “event of default”:
(g) Default shall be made in the due and punctual payment of any premium (including any make-whole amount) on any of the bonds hereby secured when and as the same shall become due and payable as therein and herein provided;
|
|
|
|
PART II.
CREATION OF THREE HUNDRED SIXTY-THIRD
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2011 SERIES D
|
TERMS OF BONDS OF
2011 SERIES D.
|
SECTION 1. The Company hereby creates the three hundred sixty-third series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series D” (elsewhere herein referred to as the “bonds of 2011 Series D”). The aggregate principal amount of bonds of 2011 Series D shall be limited to One hundred two million dollars ($102,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.
|
|
|
|
The bonds of 2011 Series D shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2011 Series D shall be issued in the aggregate principal amount of $102,000,000, shall mature on September 1, 2023 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), at the rate of four and thirty-one hundredths percent (4.31%) per annum until the principal thereof shall have become due and payable and thereafter on any overdue principal, interest and Make-Whole Amount (as defined below) until the Company's obligations with respect to the payment of said amounts shall have been discharged as provided in the Indenture. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series D in the amounts and on the dates required for the payment of any such amounts hereunder.
|
|
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|
The bonds of 2011 Series D shall be payable, as to principal, Make-Whole Amount (as defined below), if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Notwithstanding the foregoing, so long as any bond of 2011 Series D is held by an Institutional Investor, payment on such bond of 2011 Series D held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
|
|
|
|
Except as provided herein, each bond of 2011 Series D shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2011 Series D, unless the bond is authenticated on a date prior to March 1, 2012, in which case interest shall be payable from September 1, 2011.
|
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|
|
The bonds of 2011 Series D in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2011 Series D). Until bonds of 2011 Series D 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 2011 Series D in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series D, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series D, 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 2011 Series D 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 calendar day (whether or not such day is a business day) immediately preceding the applicable 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 2011 Series D, 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 2011 Series D 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 2011 Series D 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 2011 Series D 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
|
|
|
|
Bonds of 2011 Series D, 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.
|
|
|
|
If any interest payment date, date of redemption or the stated maturity for the bonds of 2011 Series D would otherwise be a day that is not a business day, payment of principal and/or interest or Make-Whole Amount, if any, with respect to the bonds of 2011 Series D will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
|
|
|
|
“Business day” means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
|
|
|
REDEMPTION OF BONDS OF 2011 SERIES D.
|
SECTION 2. Bonds of 2011 Series D will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the bonds of 2011 Series D to be redeemed together with the Make-Whole Amount (defined below), if any, plus, in each case, accrued and unpaid interest thereon to the redemption date.
|
|
|
|
Notwithstanding the foregoing, installments of interest on the bonds of 2011 Series D that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
|
|
|
|
“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
|
|
|
|
“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
|
|
|
|
“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
|
|
|
|
“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
|
|
|
|
“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
|
|
|
|
“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
|
|
|
|
“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
|
|
|
|
The bonds of 2011 Series D shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2011 Series D so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2011 Series D designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Each such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series D to be redeemed on such date, the principal amount of each bond of 2011 Series D held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series D and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series D (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series D (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series D redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
|
|
|
|
If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2011 Series D so to be redeemed) sufficient to redeem bonds of 2011 Series D in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2011 Series D (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
|
|
|
|
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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series D the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
|
|
|
|
The bonds of 2011 Series D shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
|
|
|
EXCHANGE AND TRANSFER
|
SECTION 3. At the option of the registered holder, any bonds of 2011 Series D, 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, shall be exchangeable for a like aggregate principal amount of bonds of 2011 Series D 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 2011 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
|
|
|
|
Any bonds of 2011 Series D surrendered for exchange or transfer shall be accompanied by (A) 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; (B) the following additional information and documents, as applicable: (x) if such bonds of 2011 Series D are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in the form set forth on the reverse side of the bond); or (y) if such bonds of 2011 Series D are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the bond); or (C) if such bonds of 2011 Series D are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the bond) and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth below.
|
|
|
|
Bonds of 2011 Series D, in definitive and temporary form, shall bear a legend stating that such bond has not been registered under the United States Securities Act of 1933, as amended and that as a consequence such bond may not be offered, sold or otherwise transferred, whether or not for consideration, unless pursuant to an exemption from such registration applicable to such offer, sale or other transfer, and may bear such other legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
|
|
|
FORM
OF BONDS OF
2011 SERIES D.
|
SECTION 4. The bonds of 2011 Series D and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
|
|
|
|
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2011 SERIES D
|
|
|
|
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
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|
PPN: 250847 H*4
|
|
$______________No. R-___
|
|
|
|
THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to ________, or registered assigns, at the Company's office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of ______________________ Dollars ($__________) in lawful money of the United States of America on September 1, 2023 (subject to earlier redemption) and interest thereon at the rate of 4.31%, in like lawful money, from September 1, 2011, 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 March 1 and September 1 of each year (commencing March 1, 2012), until the Company's obligation with respect to payment of said principal shall have been discharged, and to pay interest on any overdue installment of interest or any overdue Make-Whole Amount (as defined below) at said rate until the Company's obligations with respect to payment of such amounts shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series D in the amounts and on the dates required for the payment of any such amounts hereunder. So long as any bond of 2011 Series D is held by an Institutional Investor, payment on such bond of 2011 Series D held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
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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 2011 Series D, limited to an aggregate principal amount of $102,000,000, 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 The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 15, 2011) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 15, 2011, 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.
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This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
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This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of this bond to be redeemed together with the Make-Whole Amount (as defined below) plus, in each case, accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
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“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
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“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
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“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
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“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
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This bond shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the holder hereof at its last addresses appearing on the register. Such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series D to be redeemed on such date, the principal amount of each bond of 2011 Series D held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series D and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series D (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series D (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series D redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
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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 2011 Series D (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.
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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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series D the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
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This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new 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.
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No reference herein to the Indenture and no provision of this bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Make-Whole Amount, if any, and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.
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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.
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This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
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Dated: _____________
THE DETROIT EDISON COMPANY
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By:
Name:
Title:
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[Corporate Seal]
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Attest:
By:
Name:
Title:
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[FORM OF TRUSTEE'S CERTIFICATE]
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FORM OF TRUSTEE'S CERTIFICATE.
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This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
Authorized Representative
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PART III.
CREATION OF THREE HUNDRED SIXTY-FOURTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2011 SERIES E
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TERMS OF BONDS OF
2011 SERIES E.
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SECTION 1. The Company hereby creates the three hundred sixty-fourth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series E” (elsewhere herein referred to as the “bonds of 2011 Series E”). The aggregate principal amount of bonds of 2011 Series E shall be limited to Seventy-seven million dollars ($77,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.
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The bonds of 2011 Series E shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2011 Series E shall be issued in the aggregate principal amount of $77,000,000, shall mature on September 1, 2026 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), at the rate of four and forty-six hundredths percent (4.46%) per annum until the principal thereof shall have become due and payable and thereafter on any overdue principal, interest and Make-Whole Amount (as defined below) until the Company's obligations with respect to the payment of said amounts shall have been discharged as provided in the Indenture. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series E in the amounts and on the dates required for the payment of any such amounts hereunder.
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The bonds of 2011 Series E shall be payable, as to principal, Make-Whole Amount (as defined below), if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Notwithstanding the foregoing, so long as any bond of 2011 Series E is held by an Institutional Investor, payment on such bond of 2011 Series E held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
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Except as provided herein, each bond of 2011 Series E shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2011 Series E, unless the bond is authenticated on a date prior to March 1, 2012, in which case interest shall be payable from September 1, 2011.
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The bonds of 2011 Series E in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2011 Series E). Until bonds of 2011 Series E in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2011 Series E in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series E, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series E, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
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Interest on any bond of 2011 Series E that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the calendar day (whether or not such day is a business day) immediately preceding the applicable 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 2011 Series E, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2011 Series E issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2011 Series E issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2011 Series E not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
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Bonds of 2011 Series E, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
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If any interest payment date, date of redemption or the stated maturity for the bonds of 2011 Series E would otherwise be a day that is not a business day, payment of principal and/or interest or Make-Whole Amount, if any, with respect to the bonds of 2011 Series E will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
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“Business day” means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
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REDEMPTION OF BONDS OF 2011 SERIES E.
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SECTION 2. Bonds of 2011 Series E will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the bonds of 2011 Series E to be redeemed together with the Make-Whole Amount (defined below), if any, plus, in each case, accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on the bonds of 2011 Series E that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
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“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
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“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
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“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
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“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
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The bonds of 2011 Series E shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2011 Series E so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2011 Series E designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Each such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series E to be redeemed on such date, the principal amount of each bond of 2011 Series E held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series E and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series E (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series E (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series E redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
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If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2011 Series E so to be redeemed) sufficient to redeem bonds of 2011 Series E in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2011 Series E (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
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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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series E the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
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The bonds of 2011 Series E shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
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EXCHANGE AND TRANSFER
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SECTION 3. At the option of the registered holder, any bonds of 2011 Series E, 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, shall be exchangeable for a like aggregate principal amount of bonds of 2011 Series E upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2011 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
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Any bonds of 2011 Series E surrendered for exchange or transfer shall be accompanied by (A) 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; (B) the following additional information and documents, as applicable: (x) if such bonds of 2011 Series E are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in the form set forth on the reverse side of the bond); or (y) if such bonds of 2011 Series E are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the bond); or (C) if such bonds of 2011 Series E are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the bond) and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth below.
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Bonds of 2011 Series E, in definitive and temporary form, shall bear a legend stating that such bond has not been registered under the United States Securities Act of 1933, as amended and that as a consequence such bond may not be offered, sold or otherwise transferred, whether or not for consideration, unless pursuant to an exemption from such registration applicable to such offer, sale or other transfer, and may bear such other legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
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FORM
OF BONDS OF
2011 SERIES E.
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SECTION 4. The bonds of 2011 Series E and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
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THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2011 SERIES E
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THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
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PPN: 250847 H@2
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$______________No. R-___
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THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to ________, 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 September 1, 2026 (subject to earlier redemption) and interest thereon at the rate of 4.46%, in like lawful money, from September 1, 2011, 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 March 1 and September 1 of each year (commencing March 1, 2012), until the Company's obligation with respect to payment of said principal shall have been discharged, and to pay interest on any overdue installment of interest or any overdue Make-Whole Amount (as defined below) at said rate until the Company's obligations with respect to payment of such amounts shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series E in the amounts and on the dates required for the payment of any such amounts hereunder. So long as any bond of 2011 Series E is held by an Institutional Investor, payment on such bond of 2011 Series E held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
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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 2011 Series E, limited to an aggregate principal amount of $77,000,000, 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 The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 15, 2011) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 15, 2011, 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.
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This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
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This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of this bond to be redeemed together with the Make-Whole Amount (as defined below) plus, in each case, accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
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“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
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“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
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“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
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“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
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This bond shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the holder hereof at its last addresses appearing on the register. Such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series E to be redeemed on such date, the principal amount of each bond of 2011 Series E held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series E and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series E (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series E (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series E redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
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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 2011 Series E (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
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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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series E the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
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This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new 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.
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No reference herein to the Indenture and no provision of this bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Make-Whole Amount, if any, and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.
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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.
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This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
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Dated: _____________
THE DETROIT EDISON COMPANY
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By:
Name:
Title:
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[Corporate Seal]
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Attest:
By:
Name:
Title:
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[FORM OF TRUSTEE'S CERTIFICATE]
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FORM OF TRUSTEE'S CERTIFICATE.
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This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
Authorized Representative
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PART IV.
CREATION OF THREE HUNDRED SIXTY-FIFTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2011 SERIES F
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TERMS OF BONDS OF
2011 SERIES F.
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SECTION 1. The Company hereby creates the three hundred sixty-fifth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series F” (elsewhere herein referred to as the “bonds of 2011 Series F”). The aggregate principal amount of bonds of 2011 Series F shall be limited to Forty-six million dollars ($46,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.
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The bonds of 2011 Series F shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2011 Series F shall be issued in the aggregate principal amount of $46,000,000, shall mature on September 1, 2041 (subject to earlier redemption) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), at the rate of five and sixty-seven hundredths percent (5.67%) per annum until the principal thereof shall have become due and payable and thereafter on any overdue principal, interest and Make-Whole Amount (as defined below) until the Company's obligations with respect to the payment of said amounts shall have been discharged as provided in the Indenture. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series F in the amounts and on the dates required for the payment of any such amounts hereunder.
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The bonds of 2011 Series F shall be payable, as to principal, Make-Whole Amount (as defined below), if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Notwithstanding the foregoing, so long as any bond of 2011 Series F is held by an Institutional Investor, payment on such bond of 2011 Series F held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
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Except as provided herein, each bond of 2011 Series F shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2011 Series F, unless the bond is authenticated on a date prior to March 1, 2012, in which case interest shall be payable from September 1, 2011.
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The bonds of 2011 Series F in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2011 Series F). Until bonds of 2011 Series F 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 2011 Series F in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series F, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series F, 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.
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Interest on any bond of 2011 Series F 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 calendar day (whether or not such day is a business day) immediately preceding the applicable 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 2011 Series F, 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 2011 Series F 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 2011 Series F 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 2011 Series F 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
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Bonds of 2011 Series F, 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.
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If any interest payment date, date of redemption or the stated maturity for the bonds of 2011 Series F would otherwise be a day that is not a business day, payment of principal and/or interest or Make-Whole Amount, if any, with respect to the bonds of 2011 Series F will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
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“Business day” means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
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REDEMPTION OF BONDS OF 2011 SERIES F.
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SECTION 2. Bonds of 2011 Series F will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the bonds of 2011 Series F to be redeemed together with the Make-Whole Amount (defined below), if any, plus, in each case, accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on the bonds of 2011 Series F that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
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“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
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“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
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“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
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“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
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The bonds of 2011 Series F shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2011 Series F so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2011 Series F designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Each such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series F to be redeemed on such date, the principal amount of each bond of 2011 Series F held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series F and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series F (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series F (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series F redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
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If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2011 Series F so to be redeemed) sufficient to redeem bonds of 2011 Series F in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2011 Series F (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
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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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series F the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
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The bonds of 2011 Series F shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
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EXCHANGE AND TRANSFER
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SECTION 3. At the option of the registered holder, any bonds of 2011 Series F, 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, shall be exchangeable for a like aggregate principal amount of bonds of 2011 Series F 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 2011 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
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Any bonds of 2011 Series F surrendered for exchange or transfer shall be accompanied by (A) 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; (B) the following additional information and documents, as applicable: (x) if such bonds of 2011 Series F are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect (in the form set forth on the reverse side of the bond); or (y) if such bonds of 2011 Series F are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the bond); or (C) if such bonds of 2011 Series F are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the bond) and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth below.
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Bonds of 2011 Series F, in definitive and temporary form, shall bear a legend stating that such bond has not been registered under the United States Securities Act of 1933, as amended and that as a consequence such bond may not be offered, sold or otherwise transferred, whether or not for consideration, unless pursuant to an exemption from such registration applicable to such offer, sale or other transfer, and may bear such other legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
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FORM
OF BONDS OF
2011 SERIES F.
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SECTION 4. The bonds of 2011 Series F and the form of Trustee's Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:
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THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2011 SERIES F
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THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
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PPN: 250847 H#0
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$______________No. R-___
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THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to ________, 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 September 1, 2041 (subject to earlier redemption) and interest thereon at the rate of 5.67%, in like lawful money, from September 1, 2011, 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 March 1 and September 1 of each year (commencing March 1, 2012), until the Company's obligation with respect to payment of said principal shall have been discharged, and to pay interest on any overdue installment of interest or any overdue Make-Whole Amount (as defined below) at said rate until the Company's obligations with respect to payment of such amounts shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued. In addition to the payment of principal and interest as provided herein, the Company shall also pay any Make-Whole Amount (as defined below) required to be paid by the Company on the bonds of 2011 Series F in the amounts and on the dates required for the payment of any such amounts hereunder. So long as any bond of 2011 Series F is held by an Institutional Investor, payment on such bond of 2011 Series F held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of August 9, 2011 between the Company and the Purchasers listed in Schedule A thereto. “Institutional Investor” has the meaning set forth in Schedule B to the aforementioned Bond Purchase Agreement.
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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 2011 Series F, limited to an aggregate principal amount of $46,000,000, 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 The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 15, 2011) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 15, 2011, 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.
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This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
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This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of this bond to be redeemed together with the Make-Whole Amount (as defined below) plus, in each case, accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Make-Whole Amount” means, with respect to any bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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“Called Principal” means, with respect to a bond, the principal of the bond that is to be redeemed on an optional redemption date or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture, as the context requires.
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“Discounted Value” means, with respect to the Called Principal of a bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.
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“Reinvestment Yield” means, with respect to the Called Principal of a bond, 0.50% plus the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “PX-1” on the Bloomberg Financial Market Screen (or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen) or, if Page PX1 (or its successor screen on the Bloomberg Financial Market Screen) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.
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“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of a bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.
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“Settlement Date” means, with respect to the Called Principal of a bond, the optional redemption date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 2 of Article VI of the Indenture as the context requires.
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This bond shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the holder hereof at its last addresses appearing on the register. Such notice shall specify such redemption date, the aggregate principal amount of the bonds of 2011 Series F to be redeemed on such date, the principal amount of each bond of 2011 Series F held by such holder to be redeemed, and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable redemption date and the Company shall deliver to holders of the bonds of 2011 Series F and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the redemption date. Interest shall cease to accrue on any bonds of 2011 Series F (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2011 Series F (or such portion) designated for redemption has been duly provided for. Bonds of 2011 Series F redeemed in part only shall be in amounts of $1,000 or any multiple thereof.
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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 2011 Series F (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.
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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 any such declaration, the Company shall also pay to the holders of the bonds of 2011 Series F the Make-Whole Amount on such bonds, if any, determined as of the date such bonds shall have been declared due and payable and such amount shall be payable out of the trust estate or proceeds thereof or otherwise prior to any payment of surplus of the foregoing to the Company as provided in Clause Third of Article VI, Section 11, of the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
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This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new 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.
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No reference herein to the Indenture and no provision of this bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, Make-Whole Amount, if any, and interest on this bond at the time and place and at the rate and in the coin or currency herein prescribed.
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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.
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This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
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Dated: _____________
THE DETROIT EDISON COMPANY
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By:
Name:
Title:
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[Corporate Seal]
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Attest:
By:
Name:
Title:
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[FORM OF TRUSTEE'S CERTIFICATE]
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FORM OF TRUSTEE'S CERTIFICATE.
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This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
Authorized Representative
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PART V.
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RECORDING AND FILING DATA
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RECORDING AND FILING OF ORIGINAL INDENTURE.
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The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
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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.
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
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Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
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Supplemental Indenture
Dated as of
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Purpose of Supplemental
Indenture
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Recorded and/or Filed as Set Forth in Supplemental
Indenture Dated as of
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June 1, 1925(a)(b)
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Series B Bonds
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February 1, 1940
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August 1, 1927(a)(b)
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Series C Bonds
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February 1, 1940
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February 1, 1931(a)(b)
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Series D Bonds
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February 1, 1940
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June 1, 1931(a)(b)
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Subject Properties
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February 1, 1940
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October 1, 1932(a)(b)
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Series E Bonds
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February 1, 1940
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September 25, 1935(a)(b)
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Series F Bonds
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February 1, 1940
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September 1, 1936(a)(b)
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Series G Bonds
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February 1, 1940
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November 1, 1936(a)(b)
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Subject Properties
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February 1, 1940
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February 1, 1940(a)(b)
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Subject Properties
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September 1, 1947
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December 1, 1940(a)(b)
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Series H Bonds and Additional Provisions
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September 1, 1947
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September 1, 1947(a)(b)(c)
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Series I Bonds, Subject Properties and Additional Provisions
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November 15, 1951
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March 1, 1950(a)(b)(c)
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Series J Bonds and Additional Provisions
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November 15, 1951
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November 15, 1951(a)(b)(c)
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Series K Bonds, Additional Provisions and Subject Properties
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January 15, 1953
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January 15, 1953(a)(b)
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Series L Bonds
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May 1, 1953
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May 1, 1953(a)
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Series M Bonds and Subject Properties
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March 15, 1954
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March 15, 1954(a)(c)
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Series N Bonds and Subject Properties
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May 15, 1955
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May 15, 1955(a)(c)
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Series O Bonds and Subject Properties
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August 15, 1957
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August 15, 1957(a)(c)
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Series P Bonds, Additional Provisions and Subject Properties
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June 1, 1959
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June 1, 1959(a)(c)
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Series Q Bonds and Subject Properties
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December 1, 1966
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December 1, 1966(a)(c)
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Series R Bonds, Additional Provisions and Subject Properties
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October 1, 1968
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January 1, 1980
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1980 Series A Bonds and Subject Properties
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April 1, 1980
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April 1, 1980
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1980 Series B Bonds
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August 15, 1980
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August 15, 1980
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Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
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August 1, 1981
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August 1, 1981
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1980 Series CP Nos. 13-25 Bonds and Subject Properties
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November 1, 1981
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November 1, 1981
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1981 Series AP Nos. 1-12 Bonds
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June 30, 1982
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June 30, 1982
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Article XIV Reconfirmation
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August 15, 1982
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August 15, 1982
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1981 Series AP Nos. 13-14 Bonds and Subject Properties
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June 1, 1983
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June 1, 1983
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1981 Series AP Nos. 15-16 Bonds and Subject Properties
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October 1, 1984
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October 1, 1984
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1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
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May 1, 1985
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May 1, 1985
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1985 Series A Bonds
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May 15, 1985
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May 15, 1985
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1985 Series B Bonds and Subject Properties
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October 15, 1985
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October 15, 1985
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Series KKP No. 9 Bonds and Subject Properties
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April 1, 1986
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April 1, 1986
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1986 Series A Bonds and Subject Properties
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August 15, 1986
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August 15, 1986
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1986 Series B Bonds and Subject Properties
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November 30, 1986
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November 30, 1986
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1986 Series C Bonds
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January 31, 1987
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January 31, 1987
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1987 Series A Bonds
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April 1, 1987
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April 1, 1987
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1987 Series B Bonds and 1987 Series C Bonds
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August 15, 1987
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August 15, 1987
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1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
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November 30, 1987
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November 30, 1987
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1987 Series F Bonds
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June 15, 1989
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June 15, 1989
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1989 Series A Bonds
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July 15, 1989
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July 15, 1989
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Series KKP No. 10 Bonds
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December 1, 1989
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December 1, 1989
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Series KKP No. 11 Bonds and 1989 Series BP Bonds
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February 15, 1990
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February 15, 1990
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1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
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November 1, 1990
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November 1, 1990
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Series KKP No. 12 Bonds
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April 1, 1991
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April 1, 1991
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1991 Series AP Bonds
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May 1, 1991
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May 1, 1991
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1991 Series BP Bonds and 1991 Series CP Bonds
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May 15, 1991
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May 15, 1991
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1991 Series DP Bonds
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September 1, 1991
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September 1, 1991
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1991 Series EP Bonds
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November 1, 1991
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November 1, 1991
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1991 Series FP Bonds
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January 15, 1992
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January 15, 1992
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1992 Series BP Bonds
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February 29, 1992 and April 15, 1992
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February 29, 1992
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1992 Series AP Bonds
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April 15, 1992
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April 15, 1992
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Series KKP No. 13 Bonds
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July 15, 1992
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July 15, 1992
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1992 Series CP Bonds
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November 30, 1992
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July 31, 1992
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1992 Series D Bonds
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November 30, 1992
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November 30, 1992
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1992 Series E Bonds and 1993 Series B Bonds
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March 15, 1993
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December 15, 1992
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Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
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March 15, 1993
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January 1, 1993
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1993 Series C Bonds
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April 1, 1993
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March 1, 1993
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1993 Series E Bonds
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June 30, 1993
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March 15, 1993
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1993 Series D Bonds
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September 15, 1993
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April 1, 1993
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1993 Series FP Bonds and 1993 Series IP Bonds
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September 15, 1993
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April 26, 1993
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1993 Series G Bonds and Amendment of Article II, Section 5
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September 15, 1993
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May 31, 1993
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1993 Series J Bonds
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September 15, 1993
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June 30, 1993
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1993 Series AP Bonds
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(d)
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June 30, 1993
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1993 Series H Bonds
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(d)
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September 15, 1993
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1993 Series K Bonds
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March 1, 1994
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March 1, 1994
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1994 Series AP Bonds
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June 15, 1994
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June 15, 1994
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1994 Series BP Bonds
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December 1, 1994
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August 15, 1994
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1994 Series C Bonds
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December 1, 1994
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December 1, 1994
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Series KKP No. 15 Bonds and 1994 Series DP Bonds
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August 1, 1995
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August 1, 1995
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1995 Series AP Bonds and 1995 Series BP Bonds
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August 1, 1999
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August 1, 1999
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1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
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(d)
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August 15, 1999
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1999 Series D Bonds
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(d)
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January 1, 2000
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2000 Series A Bonds
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(d)
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April 15, 2000
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Appointment of Successor Trustee
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(d)
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August 1, 2000
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2000 Series BP Bonds
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(d)
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March 15, 2001
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2001 Series AP Bonds
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(d)
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May 1, 2001
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2001 Series BP Bonds
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(d)
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August 15, 2001
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2001 Series CP Bonds
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(d)
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September 15, 2001
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2001 Series D Bonds and 2001 Series E Bonds
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(d)
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September 17, 2002
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Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
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(d)
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October 15, 2002
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2002 Series A Bonds and 2002 Series B Bonds
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(d)
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December 1, 2002
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2002 Series C Bonds and 2002 Series D Bonds
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(d)
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August 1, 2003
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2003 Series A Bonds
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(d)
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March 15, 2004
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2004 Series A Bonds and 2004 Series B Bonds
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(d)
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July 1, 2004
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2004 Series D Bonds
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(d)
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February 1, 2005
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2005 Series A Bonds and 2005 Series B Bonds
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May 15, 2006
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April 1, 2005
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2005 Series AR Bonds and 2005 Series BR Bonds
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May 15, 2006
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August 1, 2005
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2005 Series DT Bonds
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May 15, 2006
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September 15, 2005
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2005 Series C Bonds
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May 15, 2006
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September 30, 2005
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2005 Series E Bonds
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May 15, 2006
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May 15, 2006
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2006 Series A Bonds
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December 1, 2006
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF MAY 15, 2011.
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Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 15, 2011 providing for the terms of bonds to be issued thereunder of 2011 Series B has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on May 19, 2011 (Filing No. 2011072283-9), has been filed and recorded in the Office of the Surface Transportation Board on May 18, 2011(Recordation No. 5485-CCCCCC), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
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RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.
|
All the bonds of Series A which were issued under the Original Indenture dated as of October 1, 1924, and of Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K, Series L, Series M, Series N, Series O, Series P, Series Q, Series R, Series S, Series T, Series U, Series V, Series W, Series X, Series Y, Series Z, Series AA, Series BB, Series CC, Series DDP Nos. 1-9, Series EE, Series FFR Nos. 1-13, Series GGP Nos. 1-7, Series HH, Series MMP, Series IP Nos. 1-7, Series JJP Nos. 1-7, Series KKP Nos. 1-7, Series LLP Nos. 1-7, Series FFR No. 14, Series NNP Nos. 1-7, Series GGP Nos. 8-22, Series OOP Nos. 1-17, Series PP, Series QQP Nos. 1-9, Series RR, Series SS, Series IIP Nos. 8-22, Series NNP Nos. 8-21, Series TTP Nos. 1-15, Series JJP No. 8, Series KKP No. 8, Series LLP Nos. 8-15, Series MMP No. 2, Series OOP No. 18, Series UU, 1980 Series A, 1980 Series B, Series QQP Nos. 10-19, 1980 Series CP Nos. 1-12, 1980 Series DP Nos. 1-11, 1980 Series CP Nos. 13-25, 1981 Series AP Nos. 1-12, 1981 Series AP Nos. 13-14, 1981 Series AP Nos. 15-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985 Series B, Series KKP No. 9, 1986 Series A, 1986 Series B, 1986 Series C, 1987 Series A, 1987 Series B, 1987 Series C, 1987 Series D, 1987 Series E, 1987 Series F, 1989 Series A, Series KKP No. 10, Series KKP No. 11, 1989 Series BP, 1990 Series A, 1990 Series D, 1991 Series EP, 1991 Series FP, 1992 Series BP, Series KKP No. 13, 1992 Series CP, 1992 Series D, Series KKP No. 14, 1989 Series BP No. 2, 1993 Series B, 1993 Series C, 1993, 1993 Series H, 1993 Series E, 1993 Series D, 1993 Series FP, 1993 Series IP, 1993 Series G, 1993 Series J, 1993 Series K, 1994 Series AP, 1994 Series BP, 1994 Series C, Series KKP No. 15, 1994 Series DP, 1995 Series AP, 1995 Series BP, 1999 Series D, 2000 Series A, 2001 Series D, 2005 Series A, and 2005 Series B, which were issued under Supplemental Indentures as described in the Recording and Filing of Supplemental Indentures section above, have matured or have been called for redemption and funds sufficient for such payment or redemption have been irrevocably deposited with the Trustee for that purpose; and Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
|
|
PART VII.
|
|
|
|
MISCELLANEOUS.
|
|
|
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
|
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.
|
|
|
EXECUTION IN COUNTERPARTS.
|
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
|
|
|
TESTIMONIUM.
|
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 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.
|
(Corporate Seal)
|
Name: Donald J. Goshorn
|
ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
|
|
On this 30th day of August, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Donald J. Goshorn, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Donald J. Goshorn acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
|
|
|
EXECUTION BY
|
THE BANK OF NEW YORK MELLON TRUST
|
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.
|
|
On this 30th day of August, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Alexis M. Johnson, to me personally known, who, being by me duly sworn, did say that her business office is located at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, and she is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that she 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 she subscribed her name thereto by like authority; and said Alexis M. Johnson acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
|
|
Donald J. Goshorn, being duly sworn, says: that he is the Assistant Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
|
*
|
This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
|
(7)
|
Bonds of Series G
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(8)
|
Bonds of Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(9)
|
Bonds of Series I
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(10)
|
Bonds of Series J
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(11)
|
Bonds of Series K
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(12)
|
Bonds of Series L
|
Principal Amount $24,000,000,
|
||
|
|
|
||
(13)
|
Bonds of Series M
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(14)
|
Bonds of Series N
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(15)
|
Bonds of Series O
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(16)
|
Bonds of Series P
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(17)
|
Bonds of Series Q
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(18)
|
Bonds of Series W
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(19)
|
Bonds of Series AA
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(20)
|
Bonds of Series BB
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(21)
|
Bonds of Series CC
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(22)
|
Bonds of Series UU
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(23-31)
|
Bonds of Series DDP Nos. 1-9
|
Principal Amount $14,305,000,
|
||
|
|
|
||
(32-45)
|
Bonds of Series FFR Nos. 1-14
|
Principal Amount $45,600,000,
|
||
|
|
|
||
(46-67)
|
Bonds of Series GGP Nos. 1-22
|
Principal Amount $42,300,000,
|
||
|
|
|
||
(68)
|
Bonds of Series HH
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(69-90)
|
Bonds of Series IIP Nos. 1-22
|
Principal Amount $3,750,000,
|
||
|
|
|
||
(91-98)
|
Bonds of Series JJP Nos. 1-8
|
Principal Amount $6,850,000,
|
||
|
|
|
||
(99-107)
|
Bonds of Series KKP Nos. 1-9
|
Principal Amount $34,890,000,
|
||
|
|
|
||
(108-122)
|
Bonds of Series LLP Nos. 1-15
|
Principal Amount $8,850,000,
|
||
|
|
|
||
(123-143)
|
Bonds of Series NNP Nos. 1-21
|
Principal Amount $47,950,000,
|
||
|
|
|
||
(144-161)
|
Bonds of Series OOP Nos. 1-18
|
Principal Amount $18,880,000,
|
||
|
|
|
||
(162-180)
|
Bonds of Series QQP Nos. 1-19
|
Principal Amount $13,650,000,
|
||
|
|
|
||
(181-195)
|
Bonds of Series TTP Nos. 1-15
|
Principal Amount $3,800,000,
|
||
|
|
|
||
(196)
|
Bonds of 1980 Series A
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(197-221)
|
Bonds of 1980 Series CP Nos. 1-25
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(222-232)
|
Bonds of 1980 Series DP Nos. 1-11
|
Principal Amount $10,750,000,
|
||
|
|
|
||
(233-248)
|
Bonds of 1981 Series AP Nos. 1-16
|
Principal Amount $124,000,000,
|
||
|
|
|
||
(249)
|
Bonds of 1985 Series A
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(250)
|
Bonds of 1985 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(251)
|
Bonds of Series PP
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(252)
|
Bonds of Series RR
|
Principal Amount $70,000,000,
|
||
|
|
|
||
(253)
|
Bonds of Series EE
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(254-255)
|
Bonds of Series MMP and MMP No. 2
|
Principal Amount $5,430,000,
|
||
|
|
|
||
(256)
|
Bonds of Series T
|
Principal Amount $75,000,000,
|
||
|
|
|
||
(257)
|
Bonds of Series U
|
Principal Amount $75,000,000,
|
||
|
|
|
||
(258)
|
Bonds of 1986 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(259)
|
Bonds of 1987 Series D
|
Principal Amount $250,000,000,
|
||
|
|
|
||
(260)
|
Bonds of 1987 Series E
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(261)
|
Bonds of 1987 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(262)
|
Bonds of Series V
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(263)
|
Bonds of Series SS
|
Principal Amount $150,000,000,
|
||
|
|
|
(264)
|
Bonds of 1980 Series B
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(265)
|
Bonds of 1986 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(266)
|
Bonds of 1986 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(267)
|
Bonds of 1987 Series B
|
Principal Amount $175,000,000,
|
||
|
|
|
||
(268)
|
Bonds of Series X
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(269)
|
Bonds of 1987 Series F
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(270)
|
Bonds of 1987 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(271)
|
Bonds of Series Y
|
Principal Amount $60,000,000,
|
||
|
|
|
||
(272)
|
Bonds of Series Z
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(273)
|
Bonds of 1989 Series A
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(274)
|
Bonds of 1984 Series AP
|
Principal Amount $2,400,000,
|
||
|
|
|
||
(275)
|
Bonds of 1984 Series BP
|
Principal Amount $7,750,000,
|
||
|
|
|
||
(276)
|
Bonds of Series R
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(277)
|
Bonds of Series S
|
Principal Amount $150,000,000,
|
||
|
|
|
||
(278)
|
Bonds of 1993 Series D
|
Principal Amount $100,000,000,
|
||
|
|
|
||
(279)
|
Bonds of 1992 Series E
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(280)
|
Bonds of 1993 Series B
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(281)
|
Bonds of 1989 Series BP
|
Principal Amount $66,565,000,
|
||
|
|
|
||
(282)
|
Bonds of 1990 Series A
|
Principal Amount $194,649,000,
|
||
|
|
|
||
(283)
|
Bonds of 1990 Series D
|
Principal Amount $0,
|
||
|
|
|
||
(284)
|
Bonds of 1993 Series G
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(285)
|
Bonds of 1993 Series K
|
Principal Amount $160,000,000,
|
||
|
|
|
||
(286)
|
Bonds of 1991 Series EP
|
Principal Amount $41,480,000,
|
||
|
|
|
||
(287)
|
Bonds of 1993 Series H
|
Principal Amount $50,000,000,
|
||
|
|
|
||
(288)
|
Bonds of 1999 Series D
|
Principal Amount $40,000,000,
|
||
|
|
|
||
(289)
|
Bonds of 1991 Series FP
|
Principal Amount $98,375,000,
|
||
|
|
|
||
(290)
|
Bonds of 1992 Series BP
|
Principal Amount $20,975,000,
|
||
|
|
|
||
(291)
|
Bonds of 1992 Series D
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(292)
|
Bonds of 1992 Series CP
|
Principal Amount $35,000,000,
|
||
|
|
|
||
(293)
|
Bonds of 1993 Series C
|
Principal Amount $225,000,000,
|
||
|
|
|
||
(294)
|
Bonds of 1993 Series E
|
Principal Amount $400,000,000,
|
||
|
|
|
||
(295)
|
Bonds of 1993 Series J
|
Principal Amount $300,000,000,
|
||
|
|
|
||
(296-301)
|
Bonds of Series KKP Nos. 10-15
|
Principal Amount $179,590,000,
|
||
|
|
|
||
(302)
|
Bonds of 1989 Series BP No. 2
|
Principal Amount $36,000,000,
|
||
|
|
|
||
(303)
|
Bonds of 1993 Series FP
|
Principal Amount $5,685,000,
|
||
|
|
|
||
(304)
|
Bonds of 1993 Series IP
|
Principal Amount $5,825,000,
|
||
|
|
|
||
(305)
|
Bonds of 1994 Series AP
|
Principal Amount $7,535,000,
|
||
|
|
|
||
(306)
|
Bonds of 1994 Series BP
|
Principal Amount $12,935,000,
|
||
|
|
|
||
(307)
|
Bonds of 1994 Series DP
|
Principal Amount $23,700,000,
|
||
|
|
|
||
(308)
|
Bonds of 1994 Series C
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(309)
|
Bonds of 2000 Series A
|
Principal Amount $220,000,000,
|
||
|
|
|
||
(310)
|
Bonds of 2005 Series A
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(311)
|
Bonds of 1995 Series AP
|
Principal Amount $97,000,000,
|
||
|
|
|
||
(312)
|
Bonds of 1995 Series BP
|
Principal Amount $22,175,000,
|
||
|
|
|
||
(313)
|
Bonds of 2001 Series D
|
Principal Amount $200,000,000,
|
||
|
|
|
||
(314)
|
Bonds of 2005 Series B
|
Principal Amount $200,000,000,
|
||
|
|
|
(315)
|
Bonds of 2006 Series CT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(316)
|
Bonds of 2005 Series DT
|
Principal Amount $119,175,000,
|
||
|
|
|
||
(317)
|
Bonds of 1991 Series AP
|
Principal Amount $32,375,000,
|
||
|
|
|
||
(318)
|
Bonds of 2008 Series DT
|
Principal Amount $68,500,000,
|
||
|
|
|
||
(319)
|
Bonds of 1993 Series AP
|
Principal Amount $65,000,000,
|
||
|
|
|
||
(320)
|
Bonds of 2001 Series E
|
Principal Amount $500,000,000,
|
||
|
|
|
||
(321)
|
Bonds of 2001 Series AP
|
Principal Amount $31,000,000,
|
||
|
|
|
||
(322)
|
Bonds of 1991 Series BP
|
Principal Amount $25,910,000, and
|
||
|
|
|
||
(323)
|
Bonds of 2001 Series BP
|
#NAME!
|
||
|
|
|
||
|
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;
|
|||
|
|
|||
(324)
|
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 Two hundred nine million three hundred fifty-two thousand dollars ($209,352,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(325)
|
Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Seventy-five million two hundred eighteen thousand dollars ($75,218,000) principal amount have heretofore been retired;
|
|||
|
|
|||
(326)
|
INTENTIONALLY RESERVED FOR 1990 SERIES E;
|
|||
|
|
|||
(327)
|
INTENTIONALLY RESERVED FOR 1990 SERIES F;
|
|||
|
|
|||
(328)
|
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;
|
|||
|
|
|||
(329)
|
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;
|
|||
|
|
|||
(330)
|
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;
|
|||
|
|
|||
(331)
|
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;
|
|||
|
|
|||
(332)
|
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 at the date hereof;
|
|||
|
|
|||
(333)
|
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;
|
|||
|
|
|||
(334)
|
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;
|
|||
|
|
|||
(335)
|
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;
|
|||
|
|
|||
(336)
|
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;
|
|||
|
|
|||
(337)
|
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;
|
|||
|
|
|||
(338)
|
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;
|
|||
|
|
|||
(339)
|
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;
|
|||
|
|
(340)
|
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;
|
|||
|
|
|||
(341)
|
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;
|
|||
|
|
|||
(342)
|
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;
|
|||
|
|
|||
(343)
|
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;
|
|||
|
|
|||
(344)
|
Bonds of 2005 Series AR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(345)
|
Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(346)
|
Bonds of 2005 Series C in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(347)
|
Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(348)
|
Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(349)
|
Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(350)
|
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy-five thousand dollars ($119,175,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(351)
|
Bonds of 2008 Series G in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(352)
|
Bonds of 2008 Series KT 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;
|
|||
|
|
|||
(353)
|
Bonds of 2008 Series J in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(354)
|
Bonds of 2008 Series LT in the principal amount of Fifty million dollars ($50,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(355)
|
Bonds of 2009 Series BT in the principal amount of Sixty-eight million five hundred thousand dollars ($68,500,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(356)
|
Bonds of 2009 Series CT in the principal amount of Sixty-five million dollars ($65,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(357)
|
Bonds of 2010 Series B in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(358)
|
Bonds of 2010 Series A in the principal amount of Three hundred million dollars ($300,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(359)
|
Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty-five thousand dollars ($19,855,000), all of which are outstanding at the date hereof; and
|
|||
|
|
|||
(360)
|
Bonds of 2011 Series AT in the principal amount of Thirty-one million dollars ($31,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(361)
|
Bonds of 2011 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(362)
|
Bonds of 2011 Series GT in the principal amount of Eight-two million three hundred fifty thousand dollars ($82,350,000), all of which are outstanding at the date hereof; and
|
|||
|
|
|||
(363)
|
Bonds of 2011 Series D in the principal amount of One hundred two million dollars ($102,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(364)
|
Bonds of 2011 Series E in the principal amount of Seventy-seven million dollars ($77,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|||
(365)
|
Bonds of 2011 Series F in the principal amount of Forty-six million dollars ($46,000,000), all of which are outstanding at the date hereof;
|
|||
|
|
|
PART I.
CREATION OF THREE HUNDRED SIXTY-SIXTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2011 SERIES H
|
TERMS OF BONDS OF
2011 SERIES H.
|
SECTION 1. The Company hereby creates the three hundred sixty-sixth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2011 Series H” (elsewhere herein referred to as the “bonds of 2011 Series H”). The aggregate principal amount of bonds of 2011 Series H shall be limited to One hundred forty million dollars ($140,000,000), 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 2011 Series H, “reopen” the bonds of 2011 Series H, so long as any additional bonds of 2011 Series H have the same tenor and terms as the bonds of 2011 Series H established hereby.
|
|
|
|
The bonds of 2011 Series H shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of 2011 Series H shall be issued in the aggregate principal amount of $140,000,000, shall mature on September 1, 2041 (subject to earlier redemption or release) and shall bear interest, payable semi-annually on March 1 and September 1 of each year (commencing March 1, 2012), at the rate of four and one half percent (4.50%) per annum 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 2011 Series H will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2011 Series H shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
|
|
|
|
Except as provided herein, each bond of 2011 Series H shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 1 or September 1 next preceding the date to which interest has been paid on bonds of 2011 Series H, unless the bond is authenticated on a date prior to March 1, 2012, in which case interest shall be payable from September 20, 2011.
|
|
|
|
The bonds of 2011 Series H in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2011 Series H). Until bonds of 2011 Series H 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 2011 Series H in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2011 Series H if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2011 Series H, 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 2011 Series H 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 such day is a business day) immediately preceding the applicable 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 2011 Series H, 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 2011 Series H 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 2011 Series H 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 2011 Series H 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. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
|
|
|
|
Bonds of 2011 Series H, 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.
|
|
|
|
If any interest payment date, date of redemption or the stated maturity for the bonds of 2011 Series H would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2011 Series H will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
|
|
|
|
“Business day” means any day other than a day on which banking institutions in The State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
|
|
|
REDEMPTION OF BONDS OF 2011 SERIES H.
|
SECTION 2. Bonds of 2011 Series H will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
|
|
|
|
At any time prior to March 1, 2041, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2011 Series H to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2011 Series H to be redeemed (not including any portion of any payments of interest accrued to the redemption date) until stated maturity, in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, as determined by the Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.
|
|
|
|
At any time on or after March 1, 2041, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2011 Series H to be redeemed plus accrued and unpaid interest thereon to the redemption date.
|
|
|
|
Notwithstanding the foregoing, installments of interest on the bonds of 2011 Series H that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
|
|
|
|
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
|
|
|
|
“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the bonds of 2011 Series H that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of 2011 Series H.
|
|
|
|
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
|
|
|
|
“Reference Treasury Dealer”
means (i) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the mortgage trustee after consultation with us.
|
|
|
|
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
|
|
|
|
THE DETROIT EDISON COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], 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 September 1, 2041 (subject to earlier redemption or release) and interest thereon at the rate of 4.50%, in like lawful money, from [September 20, 2011], 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 March 1 and September 1 of each year (commencing March 1, 2012), 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.
|
|
|
|
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 2011 Series H, limited to an aggregate principal amount of $140,000,000, 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 The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of September 1, 2011) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of September 1, 2011, 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 not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
|
|
|
|
This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below. At any time prior to March 1, 2041, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed (not including any portion of any payments of interest accrued to the optional redemption date) until stated maturity, in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, as determined by the Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after March 1, 2041, the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed plus accrued and unpaid interest thereon to the redemption date.
|
|
|
|
Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
|
|
|
|
“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
|
|
|
|
“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this bond that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this bond.
|
|
|
|
“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
|
|
|
|
“Reference Treasury Dealer”
means (i) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the mortgage trustee after consultation with us.
|
|
|
|
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
|
|
|
|
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
|
|
|
|
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 2011 Series H (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
|
|
|
|
In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
|
|
|
|
The bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
|
|
|
|
This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new 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.
|
|
|
|
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.
|
|
|
|
This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
|
|
|
|
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.
|
|
|
|
Dated: _____________
THE DETROIT EDISON COMPANY
|
|
|
|
By:
Name:
Title:
|
|
|
|
[Corporate Seal]
|
|
|
|
Attest:
By:
Name:
Title:
|
|
|
|
[FORM OF TRUSTEE'S CERTIFICATE]
|
|
|
FORM OF TRUSTEE'S CERTIFICATE.
|
This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|
By:
Authorized Representative
|
|
|
|
PART II.
|
|
|
|
RECORDING AND FILING DATA
|
|
|
RECORDING AND FILING OF ORIGINAL INDENTURE.
|
The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
|
|
The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969.
|
|
|
RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
|
Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
|
Supplemental Indenture
Dated as of
|
Purpose of Supplemental
Indenture
|
Recorded and/or Filed as Set Forth in Supplemental
Indenture Dated as of
|
June 1, 1925(a)(b)
|
Series B Bonds
|
February 1, 1940
|
August 1, 1927(a)(b)
|
Series C Bonds
|
February 1, 1940
|
February 1, 1931(a)(b)
|
Series D Bonds
|
February 1, 1940
|
June 1, 1931(a)(b)
|
Subject Properties
|
February 1, 1940
|
October 1, 1932(a)(b)
|
Series E Bonds
|
February 1, 1940
|
September 25, 1935(a)(b)
|
Series F Bonds
|
February 1, 1940
|
September 1, 1936(a)(b)
|
Series G Bonds
|
February 1, 1940
|
November 1, 1936(a)(b)
|
Subject Properties
|
February 1, 1940
|
February 1, 1940(a)(b)
|
Subject Properties
|
September 1, 1947
|
December 1, 1940(a)(b)
|
Series H Bonds and Additional Provisions
|
September 1, 1947
|
September 1, 1947(a)(b)(c)
|
Series I Bonds, Subject Properties and Additional Provisions
|
November 15, 1951
|
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 Properties
|
January 15, 1953
|
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 Properties
|
June 1, 1959
|
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 Properties
|
October 1, 1968
|
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. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
|
August 1, 1981
|
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 Bonds and Subject Properties
|
June 1, 1983
|
June 1, 1983
|
1981 Series AP Nos. 15-16 Bonds and Subject Properties
|
October 1, 1984
|
October 1, 1984
|
1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
|
May 1, 1985
|
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 Bonds and Subject Properties
|
August 15, 1986
|
August 15, 1986
|
1986 Series B Bonds and Subject Properties
|
November 30, 1986
|
November 30, 1986
|
1986 Series C Bonds
|
January 31, 1987
|
January 31, 1987
|
1987 Series A Bonds
|
April 1, 1987
|
April 1, 1987
|
1987 Series B Bonds and 1987 Series C Bonds
|
August 15, 1987
|
August 15, 1987
|
1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
|
November 30, 1987
|
November 30, 1987
|
1987 Series F Bonds
|
June 15, 1989
|
June 15, 1989
|
1989 Series A Bonds
|
July 15, 1989
|
July 15, 1989
|
Series KKP No. 10 Bonds
|
December 1, 1989
|
December 1, 1989
|
Series KKP No. 11 Bonds and 1989 Series BP Bonds
|
February 15, 1990
|
February 15, 1990
|
1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
|
November 1, 1990
|
November 1, 1990
|
Series KKP No. 12 Bonds
|
April 1, 1991
|
April 1, 1991
|
1991 Series AP Bonds
|
May 1, 1991
|
May 1, 1991
|
1991 Series BP Bonds and 1991 Series CP Bonds
|
May 15, 1991
|
May 15, 1991
|
1991 Series DP Bonds
|
September 1, 1991
|
September 1, 1991
|
1991 Series EP Bonds
|
November 1, 1991
|
November 1, 1991
|
1991 Series FP Bonds
|
January 15, 1992
|
January 15, 1992
|
1992 Series BP Bonds
|
February 29, 1992 and April 15, 1992
|
February 29, 1992
|
1992 Series AP Bonds
|
April 15, 1992
|
April 15, 1992
|
Series KKP No. 13 Bonds
|
July 15, 1992
|
July 15, 1992
|
1992 Series CP Bonds
|
November 30, 1992
|
July 31, 1992
|
1992 Series D Bonds
|
November 30, 1992
|
November 30, 1992
|
1992 Series E Bonds and 1993 Series B Bonds
|
March 15, 1993
|
December 15, 1992
|
Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
|
March 15, 1993
|
January 1, 1993
|
1993 Series C Bonds
|
April 1, 1993
|
March 1, 1993
|
1993 Series E Bonds
|
June 30, 1993
|
March 15, 1993
|
1993 Series D Bonds
|
September 15, 1993
|
April 1, 1993
|
1993 Series FP Bonds and 1993 Series IP Bonds
|
September 15, 1993
|
April 26, 1993
|
1993 Series G Bonds and Amendment of Article II, Section 5
|
September 15, 1993
|
May 31, 1993
|
1993 Series J Bonds
|
September 15, 1993
|
June 30, 1993
|
1993 Series AP Bonds
|
(d)
|
June 30, 1993
|
1993 Series H Bonds
|
(d)
|
September 15, 1993
|
1993 Series K Bonds
|
March 1, 1994
|
March 1, 1994
|
1994 Series AP Bonds
|
June 15, 1994
|
June 15, 1994
|
1994 Series BP Bonds
|
December 1, 1994
|
August 15, 1994
|
1994 Series C Bonds
|
December 1, 1994
|
December 1, 1994
|
Series KKP No. 15 Bonds and 1994 Series DP Bonds
|
August 1, 1995
|
August 1, 1995
|
1995 Series AP Bonds and 1995 Series BP Bonds
|
August 1, 1999
|
August 1, 1999
|
1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
|
(d)
|
August 15, 1999
|
1999 Series D Bonds
|
(d)
|
January 1, 2000
|
2000 Series A Bonds
|
(d)
|
April 15, 2000
|
Appointment of Successor Trustee
|
(d)
|
August 1, 2000
|
2000 Series BP Bonds
|
(d)
|
March 15, 2001
|
2001 Series AP Bonds
|
(d)
|
May 1, 2001
|
2001 Series BP Bonds
|
(d)
|
August 15, 2001
|
2001 Series CP Bonds
|
(d)
|
September 15, 2001
|
2001 Series D Bonds and 2001 Series E Bonds
|
(d)
|
September 17, 2002
|
Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
|
(d)
|
October 15, 2002
|
2002 Series A Bonds and 2002 Series B Bonds
|
(d)
|
December 1, 2002
|
2002 Series C Bonds and 2002 Series D Bonds
|
(d)
|
August 1, 2003
|
2003 Series A Bonds
|
(d)
|
March 15, 2004
|
2004 Series A Bonds and 2004 Series B Bonds
|
(d)
|
July 1, 2004
|
2004 Series D Bonds
|
(d)
|
February 1, 2005
|
2005 Series A Bonds and 2005 Series B Bonds
|
May 15, 2006
|
April 1, 2005
|
2005 Series AR Bonds and 2005 Series BR Bonds
|
May 15, 2006
|
August 1, 2005
|
2005 Series DT Bonds
|
May 15, 2006
|
September 15, 2005
|
2005 Series C Bonds
|
May 15, 2006
|
September 30, 2005
|
2005 Series E Bonds
|
May 15, 2006
|
May 15, 2006
|
2006 Series A Bonds
|
December 1, 2006
|
(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
|
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
|
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
|
(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.
|
RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF MAY 15, 2011.
|
Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 15, 2011 providing for the terms of bonds to be issued thereunder of 2011 Series B has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on May 19, 2011 (Filing No. 2011072283-9), has been filed and recorded in the Office of the Surface Transportation Board on May 18, 2011(Recordation No. 5485-CCCCCC), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
|
RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.
|
Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
|
|
PART IV.
|
|
|
|
MISCELLANEOUS.
|
|
|
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
|
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.
|
|
|
EXECUTION IN COUNTERPARTS.
|
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
|
|
|
TESTIMONIUM.
|
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 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.
|
(Corporate Seal)
|
Name: Donald J. Goshorn
|
ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
|
|
On this 16th day of September, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Donald J. Goshorn, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Donald J. Goshorn acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
|
|
|
EXECUTION BY
|
THE BANK OF NEW YORK MELLON TRUST
|
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.
|
|
On this 16th day of September, 2011, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Alexis M. Johnson, to me personally known, who, being by me duly sworn, did say that her business office is located at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, and she is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that she 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 she subscribed her name thereto by like authority; and said Alexis M. Johnson acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
|
|
Donald J. Goshorn, being duly sworn, says: that he is the Assistant Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Detroit Edison Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ GERARD M. ANDERSON
|
|
Date:
|
November 4, 2011
|
Gerard M. Anderson
|
|
|
|
Chairman of the Board and Chief Executive Officer of The Detroit Edison Company
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Detroit Edison Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ DAVID E. MEADOR
|
|
Date:
|
November 4, 2011
|
David E. Meador
|
|
|
|
Executive Vice President and Chief Financial Officer of The Detroit Edison Company
|
|
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 4, 2011
|
/S/ GERARD M. ANDERSON
|
|
|
|
Gerard M. Anderson
|
|
|
|
Chairman of the Board and Chief Executive Officer
of The Detroit Edison Company
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 4, 2011
|
/S/ DAVID E. MEADOR
|
|
|
|
David E. Meador
|
|
|
|
Executive Vice President and Chief Financial
Officer of The Detroit Edison Company
|
|