THE DETROIT EDISON COMPANY
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A., TRUSTEE
TWENTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 1, 2007
SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30, 1993
PROVIDING FOR
2007 SERIES A 6.47% SENIOR NOTES DUE 2038
SUPPLEMENTAL INDENTURE, dated as of the 1
st
day of December 2007, between THE
DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of
Michigan (the Company), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking
association organized under the laws of the United States of America, having a corporate trust
office in the City of Detroit, Michigan, as successor trustee (the Trustee);
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Collateral Trust
Indenture dated as of June 30, 1993 (the Original Indenture), as supplemented, providing for the
issuance by the Company from time to time of its debt securities; and
WHEREAS, the Company now desires to provide for the issuance of an additional series of its
senior debt securities pursuant to the Original Indenture; and
WHEREAS, the Company intends hereby to designate a series of debt securities which shall have
the benefit of the provisions of Article Four of the Original Indenture and the other related
provisions of the Original Indenture relating to the grant of security, subject to the release
provisions provided for herein, and which shall have the terms and variations from the provisions
of the Original Indenture as set forth herein; and
WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant
to appropriate resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Twenty-Second Supplemental Indenture to the Original Indenture as
permitted by Sections 201 and 301 of the Original Indenture in order to establish the form or terms
of, and to provide for the creation and issue of, a series of its debt securities under the
Original Indenture, which shall be known as the 2007 Series A 6.47% Senior Notes due 2038; and
WHEREAS, all things necessary to make such debt securities, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms
and subject to the conditions hereinafter and in the Original Indenture set forth against payment
therefor, the valid, binding and legal obligations of the Company and to make this Twenty-Second
Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, in order to
establish the terms of a series of debt securities, and for and in consideration of the premises
and of the covenants contained in the Original Indenture and in this Twenty-Second Supplemental
Indenture and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows:
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ARTICLE ONE
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions. Each capitalized term that is used herein and is defined in the
Original Indenture shall have the meaning specified in the Original Indenture unless such term is
otherwise defined herein. The following terms shall have the respective meanings set forth below:
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.
Capitalization means the total of all the following items appearing on, or included in, the
consolidated balance sheet of the Company: (i) liabilities for indebtedness maturing more than 12
months from the date of determination; and (ii) common stock, common stock expense, accumulated
other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and
retained earnings (however the foregoing may be designated), less, to the extent not otherwise
deducted, the cost of shares of capital stock of the Company held in its treasury, if any. Subject
to the foregoing, Capitalization shall be determined in accordance with generally accepted
accounting principles and practices applicable to the type of business in which the Company is
engaged and may be determined as of a date not more than 60 days prior to the happening of the
event for which the determination is being made. In connection with such determination, the
Company shall certify to the Trustee that it has, prior to making its final determination,
consulted with the independent accountants regularly retained by the Company.
Debt means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or
other securities, or guarantees of any debt.
Institutional Investor has the meaning set forth in the Purchase Agreement.
Net Tangible Assets means the amount shown as total assets on the consolidated balance sheet
of the Company, less (i) intangible assets including, but without limitation, such items as
goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other
regulatory assets carried as an asset on the Companys consolidated balance sheet, and (ii)
appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be
determined in accordance with generally accepted accounting principles and practices applicable to
the type of business in which the Company is engaged and may be determined as of a date not more
than 60 days prior to the happening of the event for which such determination is being made. In
connection with such determination, the Company shall certify to the Trustee that it has, prior to
making its final determination, consulted with the independent accountants regularly retained by
the Company.
Operating Property means (i) any interest in real property owned by the Company and (ii) any
asset owned by the Company that is depreciable in accordance with generally accepted
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accounting principles, excluding, in either case, any interest of the Company as lessee under
any lease (except for a lease that results from a Sale and Lease-Back Transaction) that has been or
would be capitalized on the books of the lessee in accordance with generally accepted accounting
principles.
Original Issue Date means December 18, 2007.
Pledged Bonds means the related series of Bonds and any other Mortgage Bonds issued to
secure Securities subject to the release provisions provided herein or in any other supplemental
indenture to the Original Indenture.
Purchase Agreement means the Note Purchase Agreement dated as of December 18, 2007, among
the Company and the several initial purchasers named therein.
Release Date means the date as of which all Mortgage Bonds, (i) other than the Pledged
Bonds, including the related series of Bonds, and (ii) other than outstanding Mortgage Bonds
(exclusive of Pledged Bonds), which do not in aggregate principal amount exceed the greater of 5%
of the Net Tangible Assets of the Company or 5% of the Capitalization of the Company, have been
retired through payment, redemption or otherwise, provided that no default or Event of Default has
occurred and, at such time, is continuing under the Original Indenture.
Restricted Securities Legend means the legend set forth in Section 2.04(b) herein.
Sale and Lease-Back Transaction means any arrangement with any person providing for the
leasing to the Company of any Operating Property (except for leases for a term, including any
renewal or potential renewal, of not more than 48 months), which Operating Property has been or is
to be sold or transferred by the Company to the person; provided, however, Sale and Lease-Back
Transaction shall not include any arrangement first entered into prior to the date hereof and shall
not include any transaction pursuant to which the Company sells Operating Property to, and
thereafter purchases energy or services from, any entity, which transaction is ordered or
authorized by any regulatory authority having jurisdiction over the Company or its operations or is
entered into pursuant to any plan or program of industry restructuring ordered or authorized by any
such regulatory authority.
Securities Act means the Securities Act of 1933, as amended.
Substitute Mortgage means a mortgage indenture of the Company, other than the Mortgage,
designated by the Company to the Trustee as a Substitute Mortgage pursuant to Section 4.03 hereof.
The lien of the Substitute Mortgage shall have such priority, and be with respect to such property,
as shall be specified by the Company in its sole discretion.
Substitute Mortgage Bonds means any mortgage bonds issued by the Company under a Substitute
Mortgage and delivered to the Trustee pursuant to Section 4.03 hereof or pursuant to the comparable
provision of any other supplemental indenture relating to Securities subject to the release
provisions.
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Value means, with respect to a Sale and Lease-Back Transaction, as of any particular time,
the amount equal to the greater of (i) the net proceeds to the Company from the sale or transfer of
the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of
the property, as determined by the Company in accordance with generally accepted accounting
principles at the time of entering into the Sale and Lease-Back Transaction, in either case
multiplied by a fraction, the numerator of which shall be equal to the number of full years of the
term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of
determination and the denominator of which shall be equal to the number of full years of the term,
without regard, in any case, to any renewal or extension options contained in the lease.
SECTION 1.02. Section References. Each reference to a particular section set forth in this
Twenty-Second Supplemental Indenture shall, unless the context otherwise requires, refer to this
Twenty-Second Supplemental Indenture.
ARTICLE TWO
TITLE AND TERMS OF THE SECURITIES
SECTION 2.01. Title of the Securities; Stated Maturity. This Twenty-Second Supplemental
Indenture hereby establishes a series of Securities, which shall be known as the Companys 2007
Series A 6.47% Senior Notes due 2038 (the 6.47% Notes or the Notes). For purposes of the
Original Indenture, the Notes shall constitute a single series of Securities. The Stated Maturity
on which the principal of the Notes shall be due and payable will be March 15, 2038.
The Securities issued on the Original Issue Date will be sold by the Company pursuant to the
Purchase Agreement.
SECTION 2.02. Certain Variations from the Original Indenture.
(a) The Notes shall have the benefit of the provisions of Article Four of the Original
Indenture and shall have the benefit of, or be subject to, the other related provisions of the
Original Indenture relating to the grant of security, including (for avoidance of doubt and not for
purposes of limitation) the Granting Clause, the definitions of Deliverable Mortgage Bonds,
Deliverable Securities, Designated Mortgage Bonds, Grant, Mortgage, Mortgage Bonds,
Mortgage Trustee, Previously Delivered Mortgage Bonds, and Trust Estate, Section 301(20),
Sections 301(a)(v), (ix), (x) and (xi), Sections 301(b)(ii) and (iii), Section 301(d), and Sections
601(4) and (8), subject, in each case, to the release provisions provided for in Section 4.02
herein. In addition, on and after the Release Date, unless Substitute Mortgage Bonds are issued to
secure the Notes, the Notes shall have the benefit of the additional covenants set forth in Article
Three hereof.
(b) Section 503 of the Original Indenture shall apply to the Notes. The following shall be an
additional condition to defeasance of the Notes under Section 503: the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal
Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a
Revenue Ruling, or (ii) since the date of execution of this Twenty-Second Supplemental
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Indenture, there has been a change in the applicable U.S. Federal income tax law, in either
case to the effect that, the Holders of such Outstanding Notes appertaining thereto will not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance
and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred, and, also, to the
effect that, after the 123
rd
day after the date of deposit, all money and other property
as provided pursuant to Section 503 of the Original Indenture (including the proceeds thereof)
deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to
Section 503 of the Original Indenture to be held in trust will not be subject to any case or
proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State
bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in
respect of the Company issued in connection therewith.
SECTION 2.03. Amount and Denominations. The aggregate principal amount of Notes that may be
issued under this Twenty-Second Supplemental Indenture is limited to $50,000,000 (except, in each
case, as provided in Section 301(2) of the Original Indenture). The Notes shall be issuable only
as Registered Securities without coupons and, as permitted by Section 301 and Section 302 of the
Original Indenture, in denominations of $1,000 and integral multiples thereof.
SECTION 2.04. Transfer and Exchange.
(a) Transfer and Exchange of Definitive Securities. When Registered Securities are presented
to the Security Registrar with a request:
(i) to register the transfer of such Registered Securities; or
(ii) to exchange such Registered Securities for Registered Securities of the same series of
any authorized denominations of the same aggregate principal amount and Stated Maturity, the
Security Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the Registered
Securities surrendered for transfer or exchange:
(A) shall be duly endorsed or be accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing; and
(B) are accompanied by the following additional information and documents, as
applicable:
(x) if such Registered Securities are being delivered to the Security Registrar 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
Transfer Restricted Security); or
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(y) if such Registered Securities are being transferred to the Company, a
certification to that effect (in the form set forth on the reverse side of the Transfer
Restricted Security); or
(C) if such Registered Securities 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 Transfer
Restricted Security) 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 in Section 2.04(b).
In case of redemption, the Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending at the close of
business on the day of the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part.
(b) Legends for Securities. Each Security certificate evidencing the Notes (and all
Securities issued in exchange therefor or in substitution thereof) shall bear a legend in
substantially the following form (each defined term in the legend being defined as such for
purposes of the legend only):
THE NOTES 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.
SECTION 2.05. Certain Terms of the Notes.
(a) The 6.47% Notes shall bear interest at the rate of 6.47% per annum on the principal amount
thereof from the date of original issuance, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until the principal of the Notes becomes due and
payable, and on any overdue principal and Make-Whole Amount and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of interest at the rate of
6.47% per annum during such overdue period. Interest on the Notes will be payable semi-annually in
arrears on March 15 and September 15 of each year (each such date, an Interest Payment Date),
commencing March 15, 2008. The amount of interest payable for any period shall be computed on the
basis of a 360-day year and twelve 30-day months.
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(b) In the event that any Interest Payment Date, redemption date or other date of Maturity of
the Notes is not a Business Day, then payment of the amount payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay), in each case with the same force and effect as if made on such date.
The interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the
person in whose name the Note (or one or more Predecessor Securities, as defined in the Original
Indenture) is registered at the close of business on the relevant record date for such interest
installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the
relevant Interest Payment Date (the Regular Record Date). Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders
on such Regular Record Date, and may be paid to the person in whose name the Note (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed
by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the applicable Notes not less than ten days prior to such Special Record
Date. The principal of, and Make-Whole Amount, if any, and the interest on the Notes shall be
payable at the office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City of New York, in any coin or currency of the United States of America that at
the time of payment is legal tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of the Company by check mailed to the registered
Holder at the close of business on the Regular Record Date at such address as shall appear in the
Security Register. Notwithstanding the foregoing, so long as any Note is held by an Institutional
Investor, payment on the Notes held by such Holder shall be made in the manner specified in the
Purchase Agreement.
(c) The Notes are not subject to repayment at the option of the Holders thereof and are not
subject to any sinking fund. As provided in the form of Notes attached hereto as Exhibit A, the
Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated
Maturity of the principal thereof on the terms set forth therein. Except as modified in the form
of Note, redemptions shall be effected in accordance with Article Twelve of the Original Indenture.
(d) The Notes shall have such other terms and provisions as are set forth in the form of Note
attached hereto as Exhibit A (which is incorporated by reference in and made a part of this
Twenty-Second Supplemental Indenture as if set forth in full at this place).
SECTION 2.06. Form of Note. Attached hereto as Exhibit A is the form of the definitive 6.47%
Note. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after
the Release Date, the terms of the Notes shall be amended to make appropriate reference to the
Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall
not be required in connection with such amendment.
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ARTICLE THREE
ADDITIONAL COVENANTS
SECTION 3.01. Limitations on Liens.
(a) From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the
Notes, so long as any Notes are outstanding, the Company may not issue, assume, guarantee
(including any contingent obligation to purchase) or permit to exist any Debt that is secured by
any mortgage, security interest, pledge or lien (Lien) of or upon any Operating Property owned by
the Company, whether owned at the Release Date or subsequently acquired, without effectively
securing the Notes (together with, if the Company shall so determine, any other indebtedness of the
Company ranking equally with the Notes) equally and ratably with the Debt (but only so long as the
Debt is so secured).
The foregoing restriction will not apply to:
(i) Liens on any Operating Property existing at the time of its acquisition and not created
in contemplation of the acquisition;
(ii) Liens on Operating Property of a corporation existing at the time the corporation is
merged into or consolidated with the Company, or at the time the corporation disposes of
substantially all of its properties (or those of a division) to the Company, provided that the
Lien is not extended to property owned by the Company immediately prior to the merger,
consolidation or other disposition and is not created in contemplation of the merger,
consolidation or other disposition;
(iii) Liens on Operating Property to secure the cost of acquisition, construction,
development or substantial repair, alteration or improvement of such property or to secure
indebtedness incurred to provide funds for any of these purposes or for reimbursement of funds
previously expended for any of these purposes, provided the Liens are created or assumed
contemporaneously with, or within 18 months after, the acquisition or the completion of
substantial repair or alteration, construction, development or substantial improvement or within
6 months thereafter pursuant to a commitment for financing arranged with a lender or investor
within such 18-month period;
(iv) Liens in favor of the United States or any state or any department, agency or
instrumentality or political subdivision of the United States or any state, or for the benefit
of holders of securities issued by any of these entities, to secure any Debt incurred for the
purpose of financing all or any part of the purchase price or the cost of substantially
repairing or altering, constructing, developing or substantially improving the Operating
Property; or
(v) Any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the exceptions listed above,
provided, however, that the principal amount of Debt secured thereby and not otherwise
authorized by those exceptions listed above shall not exceed the principal amount of Debt,
8
plus any premium or fee payable in connection with any such extension, renewal or
replacement, so secured at the time of such extension, renewal or replacement.
(b) In addition, notwithstanding the foregoing restrictions from and after the Release Date,
the Company may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject
to the foregoing restrictions up to an aggregate amount which, together with all other of the
Companys secured Debt (not including secured Debt permitted under any of the foregoing exceptions)
and the Value of Sale and Lease-Back Transactions existing at such time (other than Sale and
Lease-Back Transactions the proceeds of which have been applied to the retirement of certain
indebtedness, Sale and Lease-Back Transactions in which the property involved would have been
permitted to be subjected to a Lien under any of the foregoing exceptions, and Sale and Lease-Back
Transactions that are permitted by the first sentence of Section 3.02 below), does not exceed the
greater of 10% of the Companys Net Tangible Assets or 10% of the Companys Capitalization. The
foregoing restrictions do not limit the Companys ability to place Liens on (i) the capital stock
of any of the Companys subsidiaries or (ii) the assets of any of the Companys subsidiaries.
SECTION 3.02. Limitations on Sale and Lease-Back Transactions. So long as the Notes are
outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure
the Notes, the Company may not enter into or permit to exist any Sale and Lease-Back Transaction
with respect to any Operating Property (except for leases for a term, including any renewal or
potential renewal, of not more than 48 months), if the purchasers commitment is obtained more than
18 months after the later of the completion of the acquisition, construction or development of the
Operating Property or the placing in operation of the Operating Property or of the Operating
Property as constructed or developed or substantially repaired, altered or improved. This
restriction will not apply if (a) the Company would be entitled pursuant to Section 3.01(a) above
to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property
without equally and ratably securing the Notes, (b) after giving effect to the Sale and Lease-Back
Transaction, pursuant to Section 3.01(b) above, the Company could incur at least $1.00 of
additional Debt secured by Liens (other than Liens permitted by clause (a)), or (c) the Company
applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net
proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an
amount equal to the fair value (as determined by the Board of Directors of the Company) of the
Operating Property so leased to the retirement of Notes or other Debt of the Company ranking
equally with the Notes; provided, however, that any such retirement of Notes shall be in accordance
with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to
be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the sum
of (a) an amount equal to the redemption price with respect to Notes delivered within such one
hundred eighty (180)-day period to the Trustee for retirement and cancellation and (b) the
principal amount, plus any premium or fee paid in connection with any redemption in accordance with
the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day
period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment
provisions and payments at Stated Maturity.
SECTION 3.03. Waiver. Section 1109 of the Original Indenture shall apply to the covenants set
forth in Sections 3.01 and 3.02 above at any time such covenants are in effect.
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ARTICLE FOUR
SECURITY AND RELEASE PROVISIONS
SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and pursuant to Article
Four of the Original Indenture, the Notes will be secured as to payments of principal, interest and
Make-Whole Amount, if any, by a series of Mortgage Bonds (the General and Refunding Mortgage
Bonds, 2007 Series A, the Bonds, the Bonds of the related series or the related series of
Bonds) of the Company to be issued concurrently with the issuance of the Notes under and secured
by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and The Bank of
New York Trust Company, N.A., as successor trustee (the Mortgage Trustee), as amended and
supplemented by various supplemental indentures, including the supplemental indenture, dated as of
December 1, 2007, creating the Bonds (collectively, the Mortgage), pledged by the Company for the
benefit of the Holders of the Notes to the Trustee under this Twenty-Second Supplemental Indenture.
The Bonds shall be issued in an aggregate principal amount equal to the aggregate principal amount
of the Notes.
SECTION 4.02. Release. Until the Release Date and subject to Article Four of the Original
Indenture, the Bonds of the related series issued and delivered to the Trustee shall serve as
security for any and all obligations of the Company under all Notes from time to time Outstanding,
including, but not limited to (1) the full and prompt payment of the principal and Make-Whole
Amount, if any, on the Notes when and as the same shall become due and payable in accordance with
the terms and provisions of the Indenture or the Notes, either at the Stated Maturity thereof, upon
acceleration of the maturity thereof, upon redemption, or otherwise, and (2) the full and prompt
payment of any interest on the Notes when and as the same shall become due and payable in
accordance with the terms and provisions of this Indenture or the Notes including, if and to the
extent provided for in the Notes, interest on overdue installments of principal and (to the extent
permitted by law) interest on overdue installments of interest.
Each supplemental indenture to the Mortgage pursuant to which any Bonds are issued shall
contain a provision to the effect that any payment by the Company hereunder of principal of or
premium or interest on Notes which shall have been authenticated and delivered in connection with
the issuance and delivery to the Trustee of such Bonds (other than by the application of the
proceeds of a payment in respect of such Bonds) shall to the extent thereof, be deemed to satisfy
and discharge the obligation of the Company, if any, to make a payment of principal, premium or
interest, as the case may be, in respect of such Bonds which is then due.
Notwithstanding anything in the Original Indenture to the contrary, from and after the Release
Date, the obligation of the Company to make payment with respect to the principal of and Make-Whole
Amount, if any, and interest on the Bonds shall be deemed satisfied and discharged as provided in
the supplemental indenture or indentures to the Mortgage creating such Bonds and the Bonds shall
cease to secure in any manner Notes theretofore or subsequently issued; the Trustee shall thereupon
surrender the Bonds to the Mortgage Trustee for cancellation and execute and deliver such proper
instruments of release as may be required. From and after the Release Date, all Notes, whether
theretofore or subsequently issued, shall, at the Companys option, either
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(i) become unsecured or (ii) be secured by Substitute Mortgage Bonds pursuant to Section 4.03
below, and any conditions to the issuance of Notes that refer or relate to Bonds or the Mortgage
shall be inapplicable (except as such conditions shall be deemed to refer to Substitute Mortgage
Bonds or a Substitute Mortgage pursuant to Section 4.03 below). From and after the Release Date,
the Company shall not issue any additional Mortgage Bonds, including Pledged Bonds, under the
Mortgage. Notice of the occurrence of the Release Date shall be given by the Trustee to the
Holders of the Notes in the manner provided for in the Original Indenture not later than 30 days
after the Company notifies the Trustee of the occurrence of the Release Date.
In connection with the establishment of the occurrence of the Release Date, the Trustee shall
be entitled to receive, may presume the correctness of, and shall be fully protected in relying
upon, an Officers Certificate designating the Release Date and stating that the conditions to the
occurrence of the Release Date have been satisfied.
When the obligation of the Company to make payments with respect to the principal of, and
Make-Whole Amount, if any, and interest on all or any part of the Bonds shall be satisfied or
deemed satisfied pursuant to the Original Indenture or pursuant to this Twenty-Second Supplemental
Indenture, the Trustee shall, upon written request of the Company, deliver to the Company without
charge therefor all of the Bonds so satisfied or deemed satisfied, together with such appropriate
instruments of transfer or release as may be reasonably requested by the Company. All Bonds
delivered to the Company in accordance with this Section shall be delivered by the Company to the
Mortgage Trustee for cancellation.
SECTION 4.03. Substitute Mortgage Bonds.
(a) The Company shall notify the Trustee not less than 90 days prior to the Release Date (or
such shorter period as the Company and the Trustee may agree) if the Company has determined to
deliver to the Trustee on the Release Date Substitute Mortgage Bonds in an aggregate principal
amount equal to the aggregate principal amount of Notes and any other Securities subject to the
release provisions Outstanding on the Release Date, in trust for the benefit of the Holders from
time to time of the Notes and any other Securities subject to the release provisions issued under
the Original Indenture, as supplemented, as security for any and all obligations of the Company
under the Notes and any other Securities subject to the release provisions, including but not
limited to, (1) the full and prompt payment of the principal of and Make-Whole Amount, if any, on
the Notes and any other Securities subject to the release provisions when and as the same shall
become due and payable in accordance with the terms and provisions of the Original Indenture, as
supplemented, or the Notes or such other Securities subject to the release provisions, either at
the stated maturity thereof, upon acceleration of the maturity thereof or upon redemption, and (2)
the full and prompt payment of any interest on the Notes and any other Securities subject to the
release provisions when and as the same shall become due and payable in accordance with the terms
and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities
subject to the release provisions.
(b) The Substitute Mortgage Bonds to be delivered pursuant to the notice described in Section
4.03(a) shall be delivered in separate series and issues corresponding to the series and issues of
Notes and other Securities subject to the release provisions Outstanding on the Release Date, each
11
series or issue of Substitute Mortgage Bonds having the same stated rate or rates of interest
(or interest calculated in the same manner), Interest Payment Dates, stated maturity date and
redemption provisions, and in the same aggregate principal amount, as the related series or issue
of Notes or other Securities subject to the release provisions outstanding on the Release Date.
The Company shall enter into a Substitute Mortgage for the issuance of Substitute Mortgage Bonds,
and designate it as such in the notice.
(c) The notice described in Section 4.03(a) shall also state that on the Release Date the
Company shall deliver to the Trustee a supplemental indenture to the Original Indenture that will
provide, among other things, that upon the issuance of Notes and other Securities subject to the
release provisions on or after the Release Date, the Company shall deliver to the Trustee in trust
for the benefit of the Holders as described in Section 4.03(a) hereof, and the Trustee shall accept
therefor, related series of Substitute Mortgage Bonds registered in the name of the Trustee and
conforming to the requirements therein specified.
(d) The determination whether to deliver Substitute Mortgage Bonds shall be made in the
Companys sole discretion and without any obligation to do so.
(e) In the event that the Company does not deliver the notice described in Section 4.03(a),
the Notes and other Securities subject to the release provisions Outstanding on the Release Date
shall, as of the Release Date, no longer be entitled to the benefit of the pledge of the Pledged
Bonds and shall thereafter be general unsecured obligations of the Company.
(f) Article Four and related provisions of the Original Indenture shall apply to Substitute
Mortgage Bonds pledged to the Trustee hereunder and the provisions thereof shall be deemed to refer
to the Substitute Mortgage and the Substitute Mortgage Bonds. If the Company elects to have the
Notes secured by Substitute Mortgage Bonds on and after the Release Date, Article Four and related
provisions may be amended to make appropriate reference to the Substitute Mortgage and the
Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in
connection with such amendment.
SECTION 4.04. Events of Default.
(a) On and after the Release Date, Section 601(8) of the Original Indenture shall no longer
apply to the Notes.
For purposes of the Notes, Section 601(8) of the Original Indenture shall read, the
occurrence of an event of default as such term is defined in the Mortgage; or.
(b) On and after the Release Date, if the Notes become secured by Substitute Mortgage Bonds
pursuant to Section 4.03 above, the occurrence of a default (as defined in the Substitute
Mortgage) shall constitute an event of default under Section 601 of the Original Indenture with
respect to the Notes and the references in Section 601(4) of the Original Indenture and related
provisions to Mortgage Bonds shall be deemed to refer to Substitute Mortgage Bonds.
12
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Twenty-Second Supplemental Indenture or the proper authorization or the due execution hereof by the
Company or for or in respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.
Except as expressly amended hereby and by the supplemental indenture appointing the Trustee as
successor trustee, the Original Indenture shall continue in full force and effect in accordance
with the provisions thereof and the Original Indenture is in all respects hereby ratified and
confirmed. This Twenty-Second Supplemental Indenture and all its provisions shall be deemed a part
of the Original Indenture in the manner and to the extent herein and therein provided.
This Twenty-Second Supplemental Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.
This Twenty-Second Supplemental Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
13
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Second Supplemental Indenture
to be duly executed and attested, all as of the day and year first above written.
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THE DETROIT EDISON COMPANY
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By:
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/s/ Paul A. Stadnikia
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Name: Paul A. Stadnikia
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Title: Assistant Treasurer
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ATTEST:
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By:
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/s/ Sandra Kay Ennis
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Name: Sandra Kay Ennis
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Title: Corporate Secretary
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THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
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By:
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/s/ J. Michael Banas
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Name: J. Michael Banas
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Title: Vice President
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ATTEST:
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By:
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/s/ Alexis M. Johnson
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Name: Alexis M. Johnson
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Title: Authorized Officer
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15
EXHIBIT A
THE NOTES 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.
THE DETROIT EDISON COMPANY
2007 SERIES A 6.47% SENIOR NOTES DUE 2038
Principal Amount: $
Authorized Denomination: $1,000
Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day)
prior to the relevant Interest Payment Date
Original Issue Date: December 18, 2007
Stated Maturity: March 15, 2038
Interest Payment Dates: March 15 and September 15 of each year, commencing March 15, 2008
Interest Rate: 6.47% per annum
THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the
State of Michigan (the Company, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or
registered assigns, at the office or agency of the Company in The City of New York, New York, the
principal sum of
DOLLARS ($
) on March 15, 2038 (the Stated
Maturity), in the coin or currency of the United States, and to pay interest thereon from the
Original Issue Date shown above, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, in arrears on each Interest Payment Date as specified above,
commencing on March 15, 2008, and on the Stated Maturity at the rate per annum shown above (the
Interest Rate) until the principal hereof is due and payable, and on any overdue principal and
Make-Whole Amount and on any overdue
A-1
installment of interest. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular
Record Date as specified above next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to Holders of Notes of this series not less than
10 days prior to such Special Record Date.
Payments of interest on this Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal and Make-Whole Amount, if any, and, to the extent lawful, on overdue installments of
interest at the rate per annum borne by this Note. In the event that any Interest Payment Date,
Redemption Date or Maturity Date is not a Business Day, then the required payment of principal,
Make-Whole Amount, if any, and interest will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay), in each case with the
same force and effect as if made on 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.
Payment of principal of, Make-Whole Amount, if any, and interest on the Notes shall be made in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of principal, Make-Whole Amount, if any, and
interest due at the Stated Maturity or earlier redemption of the Notes shall be made at the office
of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of
interest shall be made, at the option of the Company, subject to such surrender where applicable,
by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register. Notwithstanding the foregoing, so long as any Note is held by an Institutional
Investor, payment of principal, Make-Whole Amount, if any, and interest on the Notes held by such
Holder shall be made in the manner specified in the Purchase Agreement.
UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING
MORTGAGE BONDS, 2007 SERIES A (THE MORTGAGE BONDS) ISSUED AND DELIVERED BY THE COMPANY TO THE
TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANYS SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 2007,
SUPPLEMENTING THE MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (THE MORTGAGE TRUSTEE), PLEDGED BY THE COMPANY
FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE MORTGAGE).
ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE
COMPANYS OPTION, SHALL EITHER (1) BECOME
A-2
UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS
UNDER A SUBSTITUTE MORTGAGE.
This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be
valid or become obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.
Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly
appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities of the Company (herein sometimes
referred to as the Notes), specified in the Indenture, all issued or to be issued in one or more
series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the Original
Indenture) duly executed and delivered between the Company and the trustee named therein (now The
Bank of New York Trust Company, N.A.) (herein referred to as the Trustee), as supplemented
through and including a Twenty-Second Supplemental Indenture dated as of December 1, 2007 (together
with the Original Indenture, the Indenture) between the Company and the Trustee, to which
Indenture and all indentures supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered.
This Note is not subject to repayment at the option of the Holder hereof. Except as provided
below, this Note is not redeemable by the Company prior to maturity and is not subject to any
sinking fund.
This Note will be redeemable at the option of the Company, in whole at any time or in part
from time to time (any such date of optional redemption, an Optional Redemption Date, which shall
be a Redemption Date for purposes of the Indenture), at an optional redemption price (which shall
be a Redemption Price for purposes of the Indenture) equal to 100% of the principal amount of
this Note to be redeemed together with the Make-Whole Amount (as defined below), if any, plus, in
each case, accrued and unpaid interest thereon to the Redemption Date.
Notwithstanding the foregoing, installments of interest on this Note 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 Note, 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 Note 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:
A-3
Called Principal means, with respect to a Note, the principal of the Note 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 602 of the Indenture, as the context requires.
Discounted Value means, with respect to the Called Principal of a Note, 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 Note is payable) equal to the
Reinvestment Yield with respect to such Called Principal.
Reinvestment Yield means, with respect to the Called Principal of a Note, 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) for 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, 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
Note.
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 Note, 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 Note, 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.
A-4
Settlement Date means, with respect to the Called Principal of a Note, 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 602 of the Indenture as the context requires.
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. Each such
notice shall specify such Optional Redemption Date, the aggregate principal amount of the Notes to
be prepaid on such date, the principal amount of each Note held by such Holder to be redeemed, and
the interest to be paid on the Redemption Date with respect to such principal amount being prepaid,
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 holder of the Notes and to the Trustee a
certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as
of the Redemption Date.
If notice has been provided in accordance with the Indenture and funds for the redemption of
this Note called for redemption have been made available on the Redemption Date, this Note 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.
The Company will notify the Trustee at least 60 days prior to giving notice of redemption (or
such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes
to be redeemed and the Redemption Date. If the Company elects to redeem all or a portion of the
Notes, the redemption will be conditional upon receipt by the Paying Agent or the Trustee of monies
sufficient to pay the Redemption Price. If the Notes are only partially redeemed by the Company,
the Trustee shall select which Notes are to be redeemed pro rata among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof and otherwise in accordance with the terms of the Indenture. Upon any such declaration,
the Company shall also pay to the Holders of the Notes the Make-Whole Amount on the Notes, if any,
determined as of the date the Notes shall have been declared due and payable.
In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the
cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Notes may be declared, and upon such declaration shall
become, 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 Notes
the Make-Whole Amount on the Notes, if any, determined as of the date the Notes shall have been
declared due and payable.
A-5
The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the registered Holders of not less than a majority in aggregate principal amount of the outstanding
Securities of each series affected at the time, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying
in any manner the rights of the registered Holders of the Securities; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or
reduce the principal amount thereof, or reduce the rate of or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of
the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of
Securities, the registered Holders of which are required to consent to any such supplemental
indenture, without the consent of the registered Holders of each Security then outstanding and
affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of
at least 66 2/3% in aggregate principal amount of the Securities of all series at the time
outstanding affected thereby, on behalf of the registered Holders of the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered
Holders of a majority in aggregate principal amount of the Securities of all series at the time
outstanding affected thereby, on behalf of the registered Holders of the Securities of such series,
to waive certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such registered Holder and upon all future registered Holders and
owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note 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 Note at the time and place and at the
rate and in the coin or currency herein prescribed.
Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage
Bonds (the Related Series of Bonds), delivered by the Company to the Trustee for the benefit of
the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of
the rights of the Trustee as Holder of the Related Series of Bonds, the property mortgaged and
pledged under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect
thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which
the Related Series of Bonds are secured and the circumstances under which additional Mortgage Bonds
may be issued.
FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED
SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS), WHICH DO NOT IN AGGREGATE
PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE
A-6
ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION
OR OTHERWISE (INCLUDING THOSE MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN
ACCORDANCE WITH THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (THE RELEASE DATE), THE RELATED SERIES OF BONDS
SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of and any interest on this Note are payable or at such other offices or agencies as
the Company may designate, duly endorsed by or accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent
duly executed by the registered Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of this Note, the Company, the Trustee,
any Paying Agent and any Security Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
The Notes 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, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series of a different authorized denomination, as
requested by the registered Holder surrendering the same.
As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will
have any right to institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Notes of this series, (ii) the Holders of not less
than 25% in principal amount of the outstanding Notes of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee,
(iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the
Trustee shall not have received from the Holders of a majority in principal amount of the
outstanding Notes of this series a direction inconsistent with such request within such 60-day
period; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of or any interest on this Note on or after
the respective due dates expressed herein.
A-7
All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
A-8
IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed and attested,
all as of the day and year first above written.
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THE DETROIT EDISON COMPANY
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[Corporate Seal]
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By:
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Name:
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Title:
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ATTEST:
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By:
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Name:
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Title:
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A-9
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the within mentioned Indenture.
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THE BANK OF NEW YORK
TRUST COMPANY, N.A.
as Trustee
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By:
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Authorized Signatory
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Date:
, 20___
A-10
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please insert Social Security or Other Identifying Number of Assignee)
(Please print or type name and address, including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing such
person attorneys to transfer the within Note on the books of the Issuer, with full power of
substitution in the premises.
Dated:
NOTICE: The signature of this assignment must correspond with the name as written upon the
face of the within Note in every particular, without alteration or enlargement or any change
whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange, Inc. Medallion
Signature Program (MSP). When assignment is made by a guardian, trustee, executor or
administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or
her authority to act must accompany this Note.
A-11
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF SECURITIES
This Certificate relates to $
principal amount of Notes held in definitive form
by
(the Transferor). The Transferor has requested the Trustee by written
order to exchange or register the transfer of a Security or Securities.
In connection with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act
of 1933, the undersigned confirms that such Securities are being transferred in accordance with its
terms:
CHECK ONE BOX BELOW
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(1
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o
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to the Company; or
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(2
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o
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inside the United States to a qualified institutional buyer (as defined in Rule
144A under the Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is
being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule
144A under the Securities Act of 1933; or
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(3
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o
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pursuant to another available exemption from registration under the Securities Act
of 1933.
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Prior to the expiration of the period referred to in Rule 144(k), unless one of the boxes is
checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in
the name of any Person other than the registered holder thereof; provided, however, that if box (3)
is checked, the Trustee may require, prior to registering any such transfer of the Securities, such
certifications and other information satisfactory to the Company and the Trustee to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.
[INSERT NAME OF TRANSFEROR]
SIGNATURE GUARANTEE
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements
of the Security Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be
determined by the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
A-12
INDENTURE
DATED AS OF DECEMBER 1, 2007
THE DETROIT EDISON COMPANY
(2000 2nd Avenue, Detroit, Michigan 48226)
TO
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(719 Griswold Street, Suite 930, Detroit, Michigan 48226)
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2007 SERIES A
AND
(B) RECORDING AND FILING DATA
1
TABLE OF CONTENTS*
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PAGE
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3
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RECITALS
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3
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3
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26
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30
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31
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32
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*
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This Table of Contents shall not have any bearing upon the interpretation of any of the terms
or provisions of this Indenture.
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2
PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of December, in the
year 2007, between THE DETROIT EDISON COMPANY, a corporation organized
and existing under the laws of the State of Michigan and a public
utility (hereinafter called the Company), party of the first part,
and J.P. Morgan Trust Company, National Association, a trust company
organized and existing under the laws of the United States, having a
corporate trust 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 and December 1,
2006 supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the Original
Indenture and all indentures supplemental thereto together being
hereinafter sometimes referred to as the Indenture); and
ISSUE OF BONDS UNDER 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
3
Board
of Directors may determine, may be expressed in a supplemental
indenture to be made by the Company to the Trustee thereunder; and
BONDS HERETOFORE ISSUED.
WHEREAS, bonds in the principal amount of Twelve billion four hundred
and eleven million three hundred and two thousand dollars
($12,411,302,000) have heretofore been issued under the Indenture as
follows, viz:
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(1)
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Bonds of Series A
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Principal Amount $26,016,000,
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(2)
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Bonds of Series B
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Principal Amount $23,000,000,
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(3)
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Bonds of Series C
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Principal Amount $20,000,000,
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(4)
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Bonds of Series D
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Principal Amount $50,000,000,
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(5)
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Bonds of Series E
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Principal Amount $15,000,000,
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(6)
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Bonds of Series F
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Principal Amount $49,000,000,
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(7)
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Bonds of Series G
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Principal Amount $35,000,000,
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(8)
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Bonds of Series H
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Principal Amount $50,000,000,
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(9)
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Bonds of Series I
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Principal Amount $60,000,000,
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(10)
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Bonds of Series J
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Principal Amount $35,000,000,
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(11)
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Bonds of Series K
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Principal Amount $40,000,000,
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(12)
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Bonds of Series L
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Principal Amount $24,000,000,
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(13)
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Bonds of Series M
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Principal Amount $40,000,000,
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(14)
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Bonds of Series N
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Principal Amount $40,000,000,
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(15)
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Bonds of Series O
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Principal Amount $60,000,000,
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(16)
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Bonds of Series P
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Principal Amount $70,000,000,
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(17)
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Bonds of Series Q
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Principal Amount $40,000,000,
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(18)
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Bonds of Series W
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Principal Amount $50,000,000,
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(19)
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Bonds of Series AA
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Principal Amount $100,000,000,
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(20)
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Bonds of Series BB
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Principal Amount $50,000,000,
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(21)
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Bonds of Series CC
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Principal Amount $50,000,000,
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(22)
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Bonds of Series UU
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Principal Amount $100,000,000,
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(23-31)
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Bonds of Series DDP Nos. 1-9
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Principal Amount $14,305,000,
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4
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(32-45)
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Bonds of Series FFR Nos. 1-14
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Principal Amount $45,600,000,
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(46-67)
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Bonds of Series GGP Nos. 1-22
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Principal Amount $42,300,000,
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(68)
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Bonds of Series HH
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Principal Amount $50,000,000,
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(69-90)
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Bonds of Series IIP Nos. 1-22
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Principal Amount $3,750,000,
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(91-98)
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Bonds of Series JJP Nos. 1-8
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Principal Amount $6,850,000,
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(99-107)
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Bonds of Series KKP Nos. 1-9
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Principal Amount $34,890,000,
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(108-122)
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Bonds of Series LLP Nos. 1-15
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Principal Amount $8,850,000,
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(123-143)
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Bonds of Series NNP Nos. 1-21
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Principal Amount $47,950,000,
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(144-161)
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Bonds of Series OOP Nos. 1-18
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Principal Amount $18,880,000,
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(162-180)
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Bonds of Series QQP Nos. 1-19
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Principal Amount $13,650,000,
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(181-195)
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Bonds of Series TTP Nos. 1-15
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Principal Amount $3,800,000,
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(196)
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Bonds of 1980 Series A
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Principal Amount $50,000,000,
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(197-221)
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Bonds of 1980 Series CP Nos.
1-25
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Principal Amount $35,000,000,
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(222-232)
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Bonds of 1980 Series DP Nos.
1-11
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Principal Amount $10,750,000,
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(233-248)
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Bonds of 1981 Series AP Nos.
1-16
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Principal Amount $124,000,000,
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(249)
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Bonds of 1985 Series A
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Principal Amount $35,000,000,
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(250)
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Bonds of 1985 Series B
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Principal Amount $50,000,000,
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(251)
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Bonds of Series PP
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Principal Amount $70,000,000,
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(252)
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Bonds of Series RR
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Principal Amount $70,000,000,
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(253)
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Bonds of Series EE
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Principal Amount $50,000,000,
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(254-255)
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Bonds of Series MMP and MMP
No. 2
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Principal Amount $5,430,000,
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(256)
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Bonds of Series T
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Principal Amount $75,000,000,
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(257)
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Bonds of Series U
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Principal Amount $75,000,000,
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(258)
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Bonds of 1986 Series B
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Principal Amount $100,000,000,
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(259)
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Bonds of 1987 Series D
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Principal Amount $250,000,000,
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5
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(260)
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Bonds of 1987 Series E
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Principal Amount $150,000,000,
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(261)
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Bonds of 1987 Series C
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Principal Amount $225,000,000,
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(262)
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Bonds of Series V
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Principal Amount $100,000,000,
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(263)
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Bonds of Series SS
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Principal Amount $150,000,000,
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(264)
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Bonds of 1980 Series B
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Principal Amount $100,000,000,
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(265)
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Bonds of 1986 Series C
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Principal Amount $200,000,000,
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(266)
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Bonds of 1986 Series A
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Principal Amount $200,000,000,
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(267)
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Bonds of 1987 Series B
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Principal Amount $175,000,000,
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(268)
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Bonds of Series X
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Principal Amount $100,000,000,
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(269)
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Bonds of 1987 Series F
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Principal Amount $200,000,000,
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(270)
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Bonds of 1987 Series A
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Principal Amount $300,000,000,
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(271)
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Bonds of Series Y
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Principal Amount $60,000,000,
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(272)
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Bonds of Series Z
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Principal Amount $100,000,000,
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(273)
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Bonds of 1989 Series A
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Principal Amount $300,000,000,
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(274)
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Bonds of 1984 Series AP
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Principal Amount $2,400,000,
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(275)
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Bonds of 1984 Series BP
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Principal Amount $7,750,000,
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(276)
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Bonds of Series R
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Principal Amount $100,000,000,
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(277)
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Bonds of Series S
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Principal Amount $150,000,000,
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(278)
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Bonds of 1993 Series D
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Principal Amount $100,000,000,
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(279)
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Bonds of 1992 Series E
|
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Principal Amount $50,000,000,
|
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(280)
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Bonds of 1993 Series B
|
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Principal Amount $50,000,000,
|
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(281)
|
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Bonds of 1989 Series BP
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Principal Amount $66,565,000,
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(282)
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Bonds of 1990 Series A
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|
Principal Amount $194,649,000,
|
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(283)
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|
Bonds of 1990 Series D
|
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Principal Amount $0,
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|
(284)
|
|
Bonds of 1993 Series G
|
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Principal Amount $225,000,000,
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|
(285)
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|
Bonds of 1993 Series K
|
|
Principal Amount $160,000,000,
|
6
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(286)
|
|
Bonds of 1991 Series EP
|
|
Principal Amount $41,480,000,
|
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|
|
(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,
|
|
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|
|
(290)
|
|
Bonds of 1992 Series BP
|
|
Principal Amount $20,975,000,
|
|
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|
(291)
|
|
Bonds of 1992 Series D
|
|
Principal Amount $300,000,000,
|
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|
(292)
|
|
Bonds of 1992 Series CP
|
|
Principal Amount $35,000,000,
|
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|
|
(293)
|
|
Bonds of 1993 Series C
|
|
Principal Amount $225,000,000,
|
|
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|
|
(294)
|
|
Bonds of 1993 Series E
|
|
Principal Amount $400,000,000,
|
|
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|
(295)
|
|
Bonds of 1993 Series J
|
|
Principal Amount $300,000,000,
|
|
|
|
|
|
(296-301)
|
|
Bonds of Series KKP Nos. 10-15
|
|
Principal Amount $179,590,000,
|
|
|
|
|
|
(302)
|
|
Bonds of 1989 Series BP No. 2
|
|
Principal Amount $36,000,000,
|
|
|
|
|
|
(303)
|
|
Bonds of 1993 Series FP
|
|
Principal Amount $5,685,000,
|
|
|
|
|
|
(304)
|
|
Bonds of 1993 Series IP
|
|
Principal Amount $5,825,000,
|
|
|
|
|
|
(305)
|
|
Bonds of 1994 Series AP
|
|
Principal Amount $7,535,000,
|
|
|
|
|
|
(306)
|
|
Bonds of 1994 Series BP
|
|
Principal Amount $12,935,000,
|
|
|
|
|
|
(307)
|
|
Bonds of 1994 Series DP
|
|
Principal Amount $23,700,000,
|
|
|
|
|
|
(308)
|
|
Bonds of 1994 Series C
|
|
Principal Amount $200,000,000,
|
|
|
|
|
|
(309)
|
|
Bonds of 2000 Series A
|
|
Principal Amount $220,000,000,
|
|
|
|
|
|
(310)
|
|
Bonds of 2005 Series A
|
|
Principal Amount $200,000,000,
|
|
|
|
|
|
(311)
|
|
Bonds of 1995 Series AP
|
|
Principal Amount $97,000,000,
|
|
|
|
|
|
(312)
|
|
Bonds of 1995 Series BP
|
|
Principal Amount $22,175,000,
|
|
|
|
|
|
(313)
|
|
Bonds of 2001 Series D
|
|
Principal Amount $200,000,000, and
|
|
|
|
|
|
(314)
|
|
Bonds of 2005 Series B
|
|
Principal Amount $200,000,000;
|
|
|
|
|
|
all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having matured or having been
called for redemption and funds necessary to effect the payment,
redemption and retirement thereof having been deposited with the
Trustee as a special trust fund to be applied for such purpose;
|
7
|
|
|
(315)
|
|
Bonds of 1990 Series B in the principal amount of Two hundred fifty-six
million nine hundred thirty-two thousand dollars ($256,932,000) of
which One hundred seventy-one million two hundred eighty-eight thousand
dollars ($171,288,000) principal amount have heretofore been retired
and Eighty-five million six hundred forty-four thousand dollars
($85,644,000) principal amount are outstanding at the date hereof;
|
|
|
|
(316)
|
|
Bonds of 1990 Series C in the principal amount of Eighty-five million
four hundred seventy-five thousand dollars ($85,475,000) of which
Sixty-one million five hundred forty-two thousand dollars ($61,542,000)
principal amount have heretofore been retired and Twenty-three million
nine hundred thirty-three thousand dollars ($23,933,000) principal
amount are outstanding at the date hereof;
|
|
|
|
(317)
|
|
INTENTIONALLY RESERVED FOR 1990 SERIES E;
|
|
|
|
(318)
|
|
INTENTIONALLY RESERVED FOR 1990 SERIES F;
|
|
|
|
(319)
|
|
Bonds of 1991 Series AP in the principal amount of Thirty-two million
three hundred seventy-five thousand dollars ($32,375,000), all of which
are outstanding at the date hereof;
|
|
|
|
(320)
|
|
Bonds of 1991 Series BP in the principal amount of Twenty-five million
nine hundred ten thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;
|
|
|
|
(321)
|
|
Bonds of 1991 Series CP in the principal amount of Thirty-two million
eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
|
|
|
|
(322)
|
|
Bonds of 1991 Series DP in the principal amount of Thirty-seven million
six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
|
|
|
|
(323)
|
|
Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;
|
|
|
|
(324)
|
|
Bonds of 1993 Series AP in the principal amount of Sixty-five million
dollars ($65,000,000), all of which are outstanding at the date hereof;
|
|
|
|
(325)
|
|
Bonds of 1999 Series AP in the principal amount of One hundred eighteen
million three hundred sixty thousand dollars ($118,360,000), all of
which are outstanding at the date hereof;
|
|
|
|
(326)
|
|
Bonds of 1999 Series BP in the principal amount of Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000), all of which
are outstanding of the date hereof;
|
|
|
|
(327)
|
|
Bonds of 1999 Series CP in the principal amount of Sixty-six million
five hundred sixty-five thousand dollars ($66,565,000), all of which
are outstanding at the date hereof;
|
8
|
|
|
(328)
|
|
Bonds of 2000 Series B in the principal amount of Fifty million seven
hundred forty-five thousand dollars ($50,745,000), all of which are
outstanding at the date hereof;
|
|
|
|
(329)
|
|
Bonds of 2001 Series AP in the principal amount of Thirty-one million
($31,000,000), all of which are outstanding at the date hereof;
|
|
|
|
(330)
|
|
Bonds of 2001 Series BP in the principal amount of Eighty-two million
three hundred fifty thousand ($82,350,000), all of which are
outstanding at the date hereof;
|
|
|
|
(331)
|
|
Bonds of 2001 Series CP in the principal amount of One hundred
thirty-nine million eight hundred fifty-five thousand dollars
($139,855,000), all of which are outstanding at the date hereof;
|
|
|
|
(332)
|
|
Bonds of 2001 Series E in the principal amount of Five hundred million
dollars ($500,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
(333)
|
|
Bonds of 2002 Series A in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
|
|
|
|
(334)
|
|
Bonds of 2002 Series B in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
|
|
|
|
(335)
|
|
Bonds of 2002 Series C in the principal amount of Sixty-four million
three hundred thousand dollars ($64,300,000), all of which are
outstanding at the date hereof;
|
|
|
|
(336)
|
|
Bonds of 2002 Series D in the principal amount of Fifty-five million
nine hundred seventy-five thousand dollars ($55,975,000), all of which
are outstanding at the date hereof;
|
|
|
|
(337)
|
|
Bonds of 2003 Series A in the principal amount of Forty-nine million
dollars ($49,000,000), all of which are outstanding at the date hereof;
|
|
|
|
(338)
|
|
Bonds of 2004 Series A in the principal amount of Thirty-six million
dollars ($36,000,000), all of which are outstanding at the date hereof;
|
|
|
|
(339)
|
|
Bonds of 2004 Series B in the principal amount of Thirty-one million
nine hundred eighty thousand dollars ($31,980,000), all of which are
outstanding at the date hereof;
|
|
|
|
(340)
|
|
Bonds of 2004 Series D in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
(341)
|
|
Bonds of 2005 Series AR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
(342)
|
|
Bonds of 2005 Series BR in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
(343)
|
|
Bonds of 2005 Series DT in the principal amount of One hundred nineteen
million one hundred seventy-five thousand dollars ($119,175,000), all
of
|
9
|
|
|
|
|
which are outstanding at the date hereof;
|
|
|
|
(344)
|
|
Bonds of 2005 Series C in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
(345)
|
|
Bonds of 2005 Series E in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof;
|
|
|
|
(346)
|
|
Bonds of 2006 Series A in the principal amount of Two hundred fifty
million dollars ($250,000,000), all of which are outstanding at the
date hereof; and
|
|
|
|
(347)
|
|
Bonds of 2006 Series CT in the principal amount of Sixty eight million
five hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof;
|
accordingly, the Company has issued and has presently outstanding Three
billion four hundred seventy-two million eight hundred and twelve
thousand dollars ($3,472,812,000) 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 intends to issue a series of Notes under the Note Indenture herein referred to, and, pursuant to the Note Indenture, the
Company has agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its obligations with
respect to such Notes; and
BONDS TO BE 2007 SERIES A.
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, 2007 Series A, in the aggregate
principal amount of Fifty Million Dollars ($50,000,000
),
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
10
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 FORTY
-
EIGHTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2007 SERIES A
TERMS OF BONDS OF
2007 SERIES A.
SECTION 1. The Company hereby creates the three hundred forty-eighth 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, 2007 Series A (elsewhere herein
referred to as the bonds of 2007 Series A). The aggregate principal amount
of bonds of 2007 Series A shall be limited to Fifty Million Dollars
($50,000,000), except as provided in Sections 7 and 13 of Article II of the
Original Indenture with respect to exchanges and replacements of bonds.
Subject to the release provisions set forth below, each bond of 2007 Series A
is to be irrevocably assigned to, and registered in the name of, The Bank of
New York Trust Company, N.A., as trustee, or a successor trustee (said trustee
or any successor trustee being hereinafter referred to as the Note Indenture
Trustee), under the collateral trust indenture, dated as of June 30, 1993, as
supplemented (the Note Indenture), between the Note Indenture Trustee and the
Company, to secure payment of the Companys 2007 Series A 6.47% Senior Notes
due 2038 (for purposes of this Part I, the 6.47% Notes).
The bonds of 2007 Series A shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of 2007 Series A shall be
issued in the aggregate principal amount of $50,000,000, shall mature on March
15, 2038 (subject to earlier redemption or release) and shall bear interest at
the rate of 6.47% per annum, payable semi-annually in
11
arrears on March 15 and
September 15 of each year (commencing March 15, 2008), until the principal
thereof shall have become due and payable and thereafter until the Companys
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 Make-Whole Amount
(as defined in the Note Indenture) shall be required to be paid by the Company
on the 6.47% Notes, there shall be due and payable on the bonds of 2007 Series
A an additional amount equal to such Make-Whole Amount which shall be paid by
the Company in the amounts and on the dates required for the payment of any
such amounts under the Note Indenture.
The bonds of 2007 Series A shall be payable as to principal, Make-Whole Amount,
if any, and interest as provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of 2007 Series A shall be payable, as
to principal, Make-Whole Amount, 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 2007 Series A shall be dated the date
of its authentication and interest shall be payable on the principal
represented thereby from the March 15 or September 15 next preceding the date
thereof to which interest has been paid on bonds of 2007 Series A, 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 March 15, 2008 in which case interest shall be
payable from December 18, 2007.
The bonds of 2007 Series A 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 2007 Series A). Until bonds of
2007 Series A 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 2007 Series A in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of 2007
Series A, if any, may be printed and may be issued in authorized denominations
in substantially the form of definitive bonds of 2007 Series A, 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 2007 Series A that is payable on any interest payment
date and is punctually paid or duly provided for shall be paid to the person in
whose name that bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the close of business on
the regular record date for such interest, which regular record date shall be
the fifteenth calendar day (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by any
bond of 2007 Series A, such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the relevant regular record
date
12
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 2007
Series A 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 2007 Series A 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 2007 Series A 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 2007 Series A shall not be assignable or transferable except as may be
set forth under Section 405 of the Note Indenture or in the supplemental note
indenture relating to the Notes, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Note Indenture. Any such
transfer shall be made upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, the City and State of New
York, together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed by the
holder or by its duly authorized attorney. Bonds of 2007 Series A shall in the
same manner be exchangeable for a like aggregate principal amount of bonds of
2007 Series A 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
2007 Series A during any period of ten (10) days next preceding any redemption
date for such bonds.
Bonds of 2007 Series A, in definitive and temporary form, may bear such legends
as may be necessary to comply with any law or with any rules or regulations
made pursuant thereto or as may be specified in the Note Indenture.
Upon payment of the principal or Make-Whole Amount, if any, or interest on the
Notes, whether at maturity or prior to maturity by redemption or otherwise, or
upon provision for the payment thereof having been made in accordance with
Article V of the Note Indenture, bonds of 2007 Series A in a principal amount
equal to the principal amount of such 6.47% Notes, shall, to the extent of such
payment of principal, Make-Whole Amount 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
Make-Whole Amount, if any, such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
RELEASE.
SECTION 2. From and after the Release Date (as defined in the Note Indenture),
the bonds of 2007 Series A shall be deemed fully paid, satisfied and discharged
and the obligation of the Company thereunder shall be terminated. On the
Release Date, the bonds of 2007 Series A shall be surrendered to and canceled
by the Trustee. The Company covenants and agrees that, prior to the Release
Date, it will not take any action that would cause the outstanding principal
amount of the bonds of 2007 Series A to be less than the then outstanding
principal amount of the 6.47% Notes.
13
REDEMPTION OF BONDS OF 2007 SERIES A.
SECTION 3. Bonds of 2007 Series A 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 6.47% Notes.
In the event the Company elects to redeem any 6.47% Notes prior to maturity in
accordance with the provisions of the Note Indenture, the Company shall give
the Trustee notice of redemption of bonds of 2007 Series A on the same date as
it gives notice of redemption of 6.47% Notes to the Note Indenture Trustee.
REDEMPTION OF BONDS OF 2007 SERIES A IN EVENT OF ACCELERATION OF NOTES.
SECTION 4. In the event of an Event of Default under the Note Indenture and the
acceleration of all 6.47% Notes, the bonds of 2007 Series A shall be redeemable
in whole upon receipt by the Trustee of a written demand (hereinafter called a
Redemption Demand) from the Note Indenture Trustee stating that there has
occurred under the Note Indenture both an Event of Default and a declaration of
acceleration of payment of principal, accrued interest and Make-Whole Amount,
if any, on the 6.47% Notes, specifying the last date to which interest on the
6.47% Notes has been paid (such date being hereinafter referred to as the
Initial Interest Accrual Date) and demanding redemption of the bonds of said
series. The Trustee shall, within five (5) days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate the
date of its receipt by the Trustee. Promptly upon receipt by the Company of
such copy of a Redemption Demand, the Company shall fix a date on which it will
redeem the bonds of said series so demanded to be redeemed (hereinafter called
the Demand Redemption Date). Notice of the date fixed as the Demand
Redemption Date shall be mailed by the Company to the Trustee at least ten (10)
days prior to such Demand Redemption Date. The date to be fixed by the Company
as and for the Demand Redemption Date may be any date up to and including the
earlier of (x) the 60th day after receipt by the Trustee of the Redemption
Demand or (y) the maturity date of such bonds first occurring following the
20th day after the receipt by the Trustee of the Redemption Demand; provided,
however, that if the Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day preceding the earlier of such
dates, the Demand Redemption Date shall be deemed to be the earlier of such
dates. The Trustee shall mail notice of the Demand Redemption Date (such
notice being hereinafter called the Demand Redemption Notice) to the Note
Indenture Trustee not more than ten (10) nor less than five (5) days prior to
the Demand Redemption Date.
Each bond of 2007 Series A shall be redeemed by the Company on the Demand
Redemption Date therefor upon surrender thereof by the Note Indenture Trustee
to the Trustee at a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond from the Initial
Interest Accrual Date to the Demand Redemption Date plus an amount equal to the
aggregate Make-Whole Amount, if any, due and payable on such Demand Redemption
Date on all 6.47% Notes; provided, however, that in the event of a receipt by
the Trustee of a notice that, pursuant to Section 602 of the Note Indenture,
the Note Indenture Trustee has terminated proceedings to enforce any right
under the Note Indenture, then any Redemption Demand shall thereby be rescinded
by the Note Indenture Trustee, and no Demand Redemption Notice shall be given,
or, if already given, shall
14
be automatically annulled; but no such rescission
or annulment shall extend to or affect any subsequent default or impair any
right consequent thereon.
Anything herein contained to the contrary notwithstanding, the Trustee is not
authorized to take any action pursuant to a Redemption Demand and such
Redemption Demand shall be of no force or effect, unless it is executed in the
name of the Note Indenture Trustee by its President or one of its Vice
Presidents.
FORM OF BONDS OF 2007 SERIES A.
SECTION 5. The bonds of 2007 Series A (including the reverse thereof) and the
form of Trustees Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2007 SERIES A
Notwithstanding any provisions hereof or in the Indenture, this bond is not
assignable or transferable except as may be required to effect a transfer to
any successor trustee under the Collateral Trust Indenture, dated as of June
30, 1993, as amended, and as further supplemented as of December 1, 2007,
between The Detroit Edison Company and The Bank of New York Trust Company,
N.A., as Note Indenture Trustee, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under said Indenture.
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 Trust Company, N.A., as Note Indenture Trustee, or registered
assigns, at the Companys 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 March 15, 2038
(subject to earlier redemption or release) and interest thereon at the rate of
6.47% per annum, in like lawful money, from December 18, 2007, 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 15 and September 15 of each year
(commencing March 15, 2008), until the Companys 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 Make-Whole Amount (as defined in the Note Indenture hereinafter
referred to) shall be required to be paid by the Company on the 6.47% Notes,
there shall be due and payable on the bonds of this Series an additional amount
equal to such Make-Whole Amount which shall be paid by the Company in the
amounts and on the dates required for the payment of any such amounts under the
Note Indenture.
Under a Collateral Trust Indenture, dated as of June 30, 1993, as amended and
15
as further supplemented as of December 1, 2007 (hereinafter called the Note
Indenture), between the Company The Bank of New York Trust Company, N.A., as
successor trustee (hereinafter called the Note Indenture Trustee), the
Company has issued its 2007 Series A 6.47% Senior Notes due 2038 (the Notes).
This bond was originally issued to the Note Indenture Trustee so as to secure
the payment of the Notes. Payments of principal of, or Make-Whole Amount (as
defined in the Note Indenture), if any, or interest on, the Notes shall
constitute like payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been issued.
Reference is hereby made to such further provisions of this bond set forth on
the reverse hereof and such provisions shall for all purposes have the same
effect as though set forth in this place.
This bond shall not be valid or become obligatory for any purpose until J.P.
Morgan Trust Company, National Association, the Trustee under the Indenture, or
its successor thereunder, shall have signed the form of certificate endorsed
hereon.
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:
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THE DETROIT EDISON COMPANY
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By:
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Name:
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Title:
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[Corporate Seal]
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Attest:
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By:
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Name:
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Title:
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[FORM OF TRUSTEES CERTIFICATE]
FORM OF TRUSTEES CERTIFICATE.
This bond is one of the bonds, of the series designated therein, described in
the within-mentioned Indenture.
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J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
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By:
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Authorized Officer
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16
[FORM OF REVERSE OF BOND]
FORM OF REVERSE OF BOND
This bond is one of an authorized issue of bonds of the Company, unlimited as
to amount except as provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 2007 Series A, limited to an aggregate
principal amount of $50,000,000, except as otherwise provided in the Indenture
hereinafter mentioned. This bond and all other bonds of said series are issued
and to be issued under, and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular series and except as
provided in Section 3 of Article VI of said Indenture) by an Indenture, dated
as of October 1, 1924, duly executed by the Company to J.P. Morgan Trust
Company, National Association, as successor Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as
of December 1, 2007) 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 December 1, 2007, 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 Companys interest therein as
specified in the Indenture); provided, however, that, without the consent of
the holder hereof, no such modification or alteration shall, among other
things, affect the terms of payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable prior to the Release Date upon the terms and conditions
set forth in the Indenture, including provision for redemption upon demand of
the Note Indenture Trustee following the occurrence of an Event of Default
under the Note Indenture and the acceleration of the principal of the Notes.
Under the Indenture, funds may be deposited with the Trustee (which shall have
become available for payment), in advance of the redemption date of any of the
bonds of 2007 Series A (or portions thereof), in trust for the redemption of
such bonds (or portions thereof) and the interest due or to become due
17
thereon, and thereupon all obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter be restricted exclusively
to such funds for any and all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all the bonds issued thereunder may become or be declared due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
Upon payment of the principal of, or Make-Whole Amount, if any, or interest on,
the Notes, whether at maturity or prior to maturity by redemption or otherwise
or upon provision for the payment thereof having been made in accordance with
Article V of the Note Indenture, bonds of 2007 Series A in a principal amount
equal to the principal amount of such Notes, and having both a corresponding
maturity date and interest rate shall, to the extent of such payment of
principal, Make-Whole Amount 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 Make-Whole
Amount, if any, such bonds of said series shall be surrendered for cancellation
or presented for appropriate notation to the Trustee.
This bond is not assignable or transferable except as set forth under Section
405 of the Note Indenture or in the supplemental indenture relating to the
Notes, or, subject to compliance with applicable law, as may be involved in the
course of the exercise of rights and remedies consequent upon an Event of
Default under the Note Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly authorized in
writing, on the books of the Company kept at its office or agency in the
Borough of Manhattan, the City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same aggregate principal
amount, all as provided and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges prescribed in the
Indenture.
From and after the Release Date (as defined in the Note Indenture), the bonds
of 2007 Series A shall be deemed fully paid, satisfied and discharged and the
obligation of the Company thereunder shall be terminated. On the Release Date,
the bonds of 2007 Series A shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that, prior to the Release Date, it
will not take any action that would cause the outstanding principal amount of
the bonds of 2007 Series A to be less than the then outstanding principal
amount of the Notes.
No recourse shall be had for the payment of the principal of or the interest on
this bond, or for any claim based hereon or otherwise in respect hereof or of
the Indenture, or of any indenture supplemental thereto, against any
18
incorporator, or against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released by every holder or owner hereof, as more fully
provided in the Indenture.
PART II.
RECORDING AND FILING DATA
RECORDING AND FILING 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:
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Recorded and/or Filed
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as Set Forth in
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Supplemental Indenture
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Purpose of Supplemental
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Supplemental
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Dated as of
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Indenture
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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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Recorded and/or Filed
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as Set Forth in
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Supplemental Indenture
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Purpose of Supplemental
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Supplemental
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Dated as of
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Indenture
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Indenture Dated as of
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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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Recorded and/or Filed
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as Set Forth in
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Supplemental Indenture
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Purpose of Supplemental
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Supplemental
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Dated as of
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Indenture
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Indenture Dated as of
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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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21
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Recorded and/or Filed
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as Set Forth in
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Supplemental Indenture
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Purpose of Supplemental
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Supplemental
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Dated as of
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Indenture
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Indenture Dated as of
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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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Recorded
and/or Filed
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As
Set
F
orth in
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Supplemental
Indenture
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Purpose
of Supplemental
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Supplemental
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D
ated as of
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I
ndenture
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I
ndenture
D
ated as of
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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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Recorded
and/or Filed
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As
Set Forth in
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Supplemental
Indenture
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Purpose
of Supplemental
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Supplemental
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D
ated
as of
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Indenture
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I
ndenture Dated as of
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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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December 1, 2006
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2006 Series CT Bonds
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December 1, 2007
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(a)
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See Supplemental Indenture dated as of July 1, 1970 for Interstate
Commerce Commission filing and recordation information.
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(b)
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See Supplemental Indenture dated as of May 1, 1953 for Secretary of
State of Michigan filing information.
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(c)
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See Supplemental Indenture dated as of May 1, 1974 for County of
Genesee, Michigan recording and filing information.
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(d)
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Recording and filing information for this Supplemental Indenture
has not been set forth in a subsequent Supplemental Indenture.
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RECORDING AND FILING OF SUPPLEMENTAL
INDENTURE DATED AS OF DECEMBER 1,
2006.
Further, pursuant to the terms and
provisions of the Original
Indenture, a Supplemental Indenture
dated as of December 1, 2006
providing for the terms of bonds to
be issued thereunder of 2006
Series CT 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 December 8, 2006 (Filing No.
2006-204282-6), has been filed and
recorded in the Office of the
Surface Transportation Board
(Recordation No. 5485-OOOOO) on
December 8, 2006, 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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Liber/
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County
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Recorded
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Instrument no.
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Page
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Genesee
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12/08/2006
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200612080105250
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N/A
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Huron
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12/12/2006
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1185
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636
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Ingham
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12/08/2006
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3246
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33
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Lapeer
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12/08/2006
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2222
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586
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Lenawee
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12/08/2006
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2336
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416
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Livingston
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12/08/2006
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2006R-031090
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N/A
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Macomb
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12/08/2006
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18361
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250
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Mason
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12/08/2006
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2006R06882
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N/A
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Monroe
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12/08/2006
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3192
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205
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Oakland
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12/27/2006
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38556
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421
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St. Clair
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12/08/2006
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3653
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434
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Sanilac
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12/08/2006
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975
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125
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Tuscola
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12/11/2006
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1105
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166
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Washtenaw
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12/08/2006
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4596
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424
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Wayne
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12/08/2006
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45703
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866
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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
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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 III.
THE TRUSTEE.
TERMS AND CONDITIONS OF ACCEPTANCE
OF TRUST BY TRUSTEE.
The Trustee hereby accepts the trust
hereby declared and provided, and
agrees to perform the same upon the
terms and conditions in the Original
Indenture, as amended to date and as
supplemented by this Supplemental
Indenture, and in this Supplemental
Indenture set forth, and upon the
following terms and conditions:
The Trustee shall not be responsible
in any manner whatsoever for and in
respect of the validity or
sufficiency of this Supplemental
Indenture or the due execution
hereof by the Company or for or in
respect of the recitals contained
herein, all of which recitals are
made by the Company solely.
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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 J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION HAVE
CAUSED THESE PRESENTS TO BE SIGNED
IN THEIR RESPECTIVE CORPORATE NAMES
BY THEIR RESPECTIVE CHAIRMEN OF THE
BOARD, PRESIDENTS, VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS,
TREASURERS OR ASSISTANT TREASURERS
AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR
RESPECTIVE SECRETARIES OR ASSISTANT
SECRETARIES, ALL AS OF THE DAY AND
YEAR FIRST ABOVE WRITTEN.
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EXECUTION BY
COMPANY.
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THE DETROIT EDISON COMPANY
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By:
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/s/ Paul A. Stadnikia
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(Corporate Seal)
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Name:
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Paul A. Stadnikia
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Title:
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Assistant Treasurer
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Attest:
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By:
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/s/ Sandra Kay Ennis
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Name:
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Sandra Kay Ennis
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Title:
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Corporate Secretary
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Signed, sealed and delivered by
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THE DETROIT EDISON COMPANY
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in the presence of
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/s/ Timothy J. Maloche
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Name: Timothy J. Maloche
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/s/ Stephanie V. Washio
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Name: Stephanie V. Washio
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STATE OF MICHIGAN
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)
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) SS
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COUNTY OF WAYNE
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)
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ACKNOWLEDGMENT OF
EXECUTION BY
COMPANY.
On this 17
th
day of December,
before me, the subscriber, a Notary Public
within and for the County of Macomb, in the
State of Michigan, acting in the County of
Wayne, personally appeared Paul A.
Stadnikia, to me personally known, who,
being by me duly sworn, did say that he does
business at 2000 2nd Avenue, Detroit,
Michigan 48226 and is the Assistant
Treasurer of THE DETROIT EDISON COMPANY, one
of the corporations described in and which
executed the foregoing instrument; that he
knows the corporate seal of the said
corporation and that the seal affixed to
said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said Paul A.
Stadnikia acknowledged said instrument to be
the free act and deed of said corporation.
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(Notarial Seal)
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/s/ Melanie A. Chamberlin
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Melanie A. Chamberlin, Notary Public
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County of Wayne, State of Michigan
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My Commission Expires: August 3, 2013
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Acting in County of Wayne
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EXECUTION BY TRUSTEE.
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J.P. MORGAN TRUST COMPANY,
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NATIONAL ASSOCIATION
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By:
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/s/ J. Michael Banas
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(Corporate Seal)
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Name:
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J. Michael Banas
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Title:
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Authorized Representative
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Attest:
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By:
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/s/ Alexis M. Johnson
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Name:
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Alexis M. Johnson
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Title:
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Authorized Representative
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Signed, sealed and delivered by
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J.P. MORGAN TRUST COMPANY,
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NATIONAL ASSOCIATION
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in the presence of
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/s/ Timothy J. Maloche
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Name: Timothy J. Maloche
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/s/ Stephanie V. Washio
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Name: Stephanie V. Washio
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30
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STATE OF MICHIGAN
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)
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) SS
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COUNTY OF WAYNE
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)
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ACKNOWLEDGMENT OF
EXECUTION BY TRUSTEE.
On this 17
th
day of December,
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 J. Michael Banas,
to me personally known, who, being by me
duly sworn, did say that his business office
is located at 719 Griswold Street, Suite
930, Detroit, Michigan 48226, and he is an
Authorized Representative of J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION, one of
the corporations described in and which
executed the foregoing instrument; that he
knows the corporate seal of the said
corporation and that the seal affixed to
said instrument is the corporate seal of
said corporation; and that said instrument
was signed and sealed in behalf of said
corporation by authority of its Board of
Directors and that he subscribed his name
thereto by like authority; and said J.
Michael Banas acknowledged said instrument
to be the free act and deed of said
corporation.
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(Notarial Seal)
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/s/ Melanie A. Chamberlin
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Melanie A. Chamberlin, Notary Public
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County of Wayne, State of Michigan
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My Commission Expires: August 3, 2013
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Acting in County of Wayne
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31
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STATE OF MICHIGAN
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)
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) SS
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COUNTY OF WAYNE
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)
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AFFIDAVIT AS TO CONSIDERATION AND
GOOD FAITH.
Paul A. Stadnikia, 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.
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/s/ Paul A. Stadnikia
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Name: Paul A. Stadnikia
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Title: Assistant Treasurer
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The Detroit Edison Company
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Sworn to before me this 17
th
day of December 2007
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(Notarial Seal)
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/s/ Melanie A. Chamberlin
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Melanie A. Chamberlin, Notary Public
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County of Wayne, State of Michigan
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My Commission Expires: August 3, 2013
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Acting in County of Wayne
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32
This instrument was drafted by:
Timothy J. Maloche, Esq.
2000 2
nd
Avenue
688 WCB
Detroit, Michigan 48226
When recorded return to:
Stephanie V. Washio
2000 2nd Avenue
688 WCB
Detroit, Michigan 48226
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