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Table of Contents
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) AS
TRUSTEE
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
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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
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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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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
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AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
WHEREAS,
the Company in the exercise of the powers and authority conferred
upon and reserved to it under and by virtue of the provisions of
the Indenture, and pursuant to resolutions of its Board of
Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof
for the purposes herein provided; and
WHEREAS,
all conditions and requirements necessary to make this Supplemental
Indenture a valid and legally binding instrument in accordance with
its terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly
authorized;
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
NOW,
THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
Company, in consideration of the premises and of the covenants
contained in the Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid by the
Trustee at or before the ensealing and delivery of these presents,
the receipt whereof is hereby acknowledged, hereby covenants and
agrees to and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures supplemental
thereto as follows:
PART
I.
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 Company’s 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
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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 Company’s obligation
with respect to the payment of said principal shall have been
discharged as provided in the Indenture. In addition to the payment
of principal and interest as provided herein, in the event any
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
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