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EXHIBIT 4.2
INDENTURE
DATED AS OF FEBRUARY 1, 2005
---------------
THE DETROIT EDISON COMPANY
(2000 2ND AVENUE,
DETROIT, MICHIGAN 48226)
TO
J.P.MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION (SUCCESSOR TO BANK ONE, NATIONAL
ASSOCIATION)
611 Woodward Avenue, 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,
2005 SERIES A,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES B,
AND
(C) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES.........................................................................................
1
Original Indenture and
Supplementals...................................................
1
Issue of Bonds Under
Indenture.........................................................
2
Bonds Heretofore
Issued................................................................
2
Reason for Creation of New
Series...................................................... 9
Bonds to be 2005 Series A and 2005 Series
B............................................ 9
Further
Assurance......................................................................
9
Authorization of Supplemental
Indenture................................................ 10
Consideration for Supplemental
Indenture............................................... 10
PART I. CREATION OF THREE HUNDRED THIRTY-NINTH SERIES OF BONDS.
GENERAL AND REFUNDING 10
MORTGAGE BONDS, 2005 Series
A...................................................................
Sec. 1. Terms of Bonds of 2005 Series
A.............................................. 10
Release......................................................................
14
Sec. 2. Redemption of Bonds of 2005 Series
A......................................... 14
Sec. 3. Redemption of Bonds of 2005 Series A in event of
acceleration of Notes....... 14
Sec. 4. Form of Bonds of 2005 Series
A............................................... 15
Form of Trustee's
Certificate................................................ 17
PART II. CREATION OF THREE HUNDRED FORTIETH SERIES OF BONDS.
GENERAL AND REFUNDING 20
MORTGAGE BONDS, 2005 Series
B...................................................................
Sec. 1. Terms of Bonds of 2005 Series
B.............................................. 20
Release......................................................................
23
Sec. 2. Redemption of Bonds of 2005 Series
B......................................... 23
Sec. 3. Redemption of Bonds of 2005 Series B in event of
acceleration of Notes....... 24
Sec. 4. Form of Bonds of 2005 Series
B............................................... 25
Form of Trustee's
Certificate................................................ 27
PART III. RECORDING AND FILING
DATA.............................................................
30
Recording and Filing of Original
Indenture............................................. 30
Recording and Filing of Supplemental
Indentures........................................ 30
Recording of Certificates of Provision for
Payment..................................... 35
PART IV. THE
TRUSTEE............................................................................
36
Terms and Conditions of Acceptance of Trust by
Trustee................................. 36
PART V.
MISCELLANEOUS...........................................................................
36
Confirmation of Section 318(c) of Trust Indenture
Act.................................. 36
Execution in
Counterparts..............................................................
36
Testimonium............................................................................
36
Execution by The Detroit Edison
Company................................................ 37
Acknowledgment of Execution by
Company................................................. 38
Execution by
Trustee...................................................................
39
Acknowledgment of Execution by
Trustee................................................. 40
Affidavit as to Consideration and Good
Faith........................................... 41
</TABLE>
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* This Table of Contents shall not have any bearing upon the
interpretation of
any of the terms or provisions of this Indenture.
(i)
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PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, in
the year 2005,
between THE DETROIT EDISON COMPANY, a corporation organized and
existing under
the laws of the State of Michigan and a public utility
(hereinafter called the
"Company"), party of the first part, and J.P. Morgan Trust
Company, National
Association (successor to Bank One, National Association), a
trust company
organized and existing under the laws of the United States,
having a corporate
trust office at 611 Woodward Avenue, 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 and January 1, 2000, April 15, 2000,
August 1, 2000,
1
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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 and
July 1, 2004 supplemental to the Original Indenture, have
heretofore been
entered into between the Company and the Trustee (the Original
Indenture and all
indentures supplemental thereto together being hereinafter
sometimes referred to
as the "Indenture"); and
ISSUE OF BONDS UNDER INDENTURE.
WHEREAS, the Indenture provides that said bonds shall be
issuable in one or more
series, and makes provision that the rates of interest and dates
for the payment
thereof, the date of maturity or dates of maturity, if of serial
maturity, the
terms and rates of optional redemption (if redeemable), the
forms of registered
bonds without coupons of any series and any other provisions and
agreements in
respect thereof, in the Indenture provided and permitted, as the
Board of
Directors may determine, may be expressed in a supplemental
indenture to be made
by the Company to the Trustee thereunder; and
BONDS HERETOFORE ISSUED.
WHEREAS, bonds in the principal amount of Ten billion eight
hundred twenty-three
million six hundred twenty-seven thousand ($10,823,627,000) have
heretofore been
issued under the Indenture as follows, viz:
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(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
</TABLE>
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(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount
$14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount
$45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount
$42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount
$3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount
$6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount
$34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount
$8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount
$47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount
$18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount
$13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount
$3,800,000,
</TABLE>
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(196) Bonds of 1980 Series A -- Principal Amount
$50,000,000,
(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount
$35,000,000,
(222-232) Bonds of 1980 Series DP
Nos. 1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP
Nos. 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount
$35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount
$50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and -- Principal Amount
$5,430,000,
MMP No. 2
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount
$100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount
$250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount
$150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount
$225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount
$100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount
$200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount
$200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount
$175,000,000,
</TABLE>
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(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount
$200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount
$300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount
$300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount
$2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount
$7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount
$100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount
$50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount
$50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount
$66,565,000,
(282) Bonds of 1990 Series A -- Principal Amount
$194,649,000,
(283) Bonds of 1993 Series G -- Principal Amount
$225,000,000,
(284) Bonds of 1993 Series K -- Principal Amount
$160,000,000,
(285) Bonds of 1991 Series EP -- Principal Amount
$41,480,000,
(286) Bonds of 1993 Series H -- Principal Amount
$50,000,000,
(287) Bonds of 1999 Series D -- Principal Amount
$40,000,000,
(288) Bonds of 1991 Series FP -- Principal Amount
$98,375,000,
(289) Bonds of 1992 Series BP -- Principal Amount
$20,975,000,
(290) Bonds of 1992 Series D -- Principal Amount
$300,000,000,
</TABLE>
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(291) Bonds of 1992 Series CP -- Principal Amount
$35,000,000,
(292) Bonds of 1993 Series C -- Principal Amount
$225,000,000,
(293) Bonds of 1993 Series E -- Principal Amount
$400,000,000,
(294) Bonds of 1993 Series J -- Principal Amount
$300,000,000,
(295-300) Bonds of Series KKP Nos. 10-15 -- Principal Amount
$179,590,000,
(301) Bonds of 1989 Series BP No. 2 -- Principal Amount
$36,000,000,
(302) Bonds of 1993 Series FP -- Principal Amount
$5,685,000,
(303) Bonds of 1993 Series IP -- Principal Amount
$5,825,000,
(304) Bonds of 1994 Series AP -- Principal Amount
$7,535,000,
and
(305) Bonds of 1994 Series BP -- Principal Amount
$12,935,000,
(306) Bonds of 1994 Series DP -- Principal Amount
$23,700,000,
and
</TABLE>
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;
(307) 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 forty-two million seven
hundred forty thousand dollars ($142,740,000) principal
amount
havetofore been retired and One hundred fourteen million one
hundred ninety-two thousand dollars ($114,192,000)
principal amount are outstanding at the date hereof;
(308) Bonds of 1990 Series C in the principal amount of
Eighty-five
million four hundred seventy-five thousand dollars
($85,475,000)
of which Fifty-one million two hundred eighty-five thousand
dollars ($51,285,000) principal amount have heretofore been
retired and Thirty-four million one hundred ninety thousand
dollars ($34,190,000) principal amount are outstanding at
the date hereof;
(309) 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
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outstanding at the date hereof;
(310) 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;
(311) 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;
(312) 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;
(313) 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;
(314) 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;
(315) Bonds of 1994 Series C in the principal amount of Two
hundred
million dollars ($200,000,000), of which One hundred million
dollars ($100,000,000) principal amount have heretofore been
retired and One hundred million dollars ($100,000,000)
principal
amount are outstanding at the date hereof;
(316) Bonds of 1995 Series AP in the principal amount of
Ninety-seven
million dollars ($97,000,000), all of which are outstanding
at
the date hereof;
(317) Bonds of 1995 Series BP in the principal amount of
Twenty-two
million, one hundred seventy-five thousand dollars
($22,175,000), all of which are outstanding at the date
hereof;
(318) 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;
(319) 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;
(320) 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;
(321) Bonds of 2000 Series A in the principal amount of Two
Hundred
Twenty
7
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million dollars ($220,000,000) of which One hundred
forty-three
million eight hundred ninety-five thousand dollars
($143,895,000) principal amount have heretofore been retired
and
seventy-six million one hundred five thousand dollars
($76,105,000) principal amount are outstanding at the date
hereof;
(322) Bonds of 2000 Series B in the principal amount of Fifty
million
seven hundred forty-five thousand dollars ($50,745,000), all
of
which are outstanding at the date hereof;
(323) Bonds of 2001 Series AP in the principal amount of
Thirty-one
million ($31,000,000), all of which are outstanding at the
date
hereof;
(324) Bonds of 2001 Series BP in the principal amount of
Eighty-two
million three hundred fifty thousand ($82,350,000), all of
which
are outstanding at the date hereof;
(325) Bonds of 2001 Series CP in the principal amount of One
hundred
thirty-nine million eight hundred fifty-five thousand
dollars
($139,855,000), all of which are outstanding at the date
hereof;
(326) Bonds of 2001 Series D in the principal amount of Two
hundred
million dollars ($200,000,000), all of which are outstanding
at
the date hereof;
(327) Bonds of 2001 Series E in the principal amount of Five
hundred
million dollars ($500,000,000), all of which are outstanding
at
the date hereof;
(328) Bonds of 2002 Series A in the principal amount of Two
hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
(329) Bonds of 2002 Series B in the principal amount of Two
hundred
twenty-five million dollars ($225,000,000), all of which are
outstanding at the date hereof;
(330) Bonds of 2002 Series C in the principal amount of
Sixty-four
million three hundred thousand dollars ($64,300,000), all of
which are outstanding at the date hereof;
(331) Bonds of 2002 Series D in the principal amount of
Fifty-five
million nine hundred seventy-five thousand dollars
($55,975,000), all of which are outstanding at the date
hereof;
(332) Bonds of 2003 Series A in the principal amount of
Forty-nine
million dollars ($49,000,000), all of which are outstanding
at
the date hereof;
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(333) INTENTIONALLY RESERVED FOR 1990 SERIES D;
(334) INTENTIONALLY RESERVED FOR 1990 SERIES E;
(335) INTENTIONALLY RESERVED FOR 1990 SERIES F;
(336) Bonds of 2004 Series A in the principal amount of
Thirty-six
million dollars ($36,000,000), all of which are outstanding
at
the date hereof;
(337) Bonds of 2004 Series B in the principal amount of
Thirty-one
million nine hundred eighty thousand dollars ($31,980,000),
all
of which are outstanding at the date hereof; and
(338) Bonds of 2004 Series D in the principal amount of Two
hundred
million dollars ($200,000,000), all of which are outstanding
at
the date hereof; and
accordingly, the Company has issued and has presently
outstanding Two billion eight hundred nineteen million two
hundred twenty-two thousand dollars ($2,819,222,000)
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 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 2005 SERIES A AND 2005 SERIES B.
WHEREAS, for such purpose the Company desires by this
Supplemental Indenture to
create two new series of bonds, to be designated "General and
Refunding Mortgage
Bonds, 2005 Series A" in the aggregate principal amount of two
hundred million
dollars ($200,000,000) and "General and Refunding Mortgage
Bonds, 2005 Series B"
in the aggregate principal amount of two hundred million dollars
($200,000,000),
to be authenticated and delivered pursuant to Section 8 of
Article III of the
Indenture; and
FURTHER ASSURANCE.
WHEREAS, the Original Indenture, by its terms, includes in the
property subject
to the lien thereof all of the estates and properties, real,
personal and mixed,
rights, privileges and franchises of every nature and kind and
wheresoever
situate, then or thereafter owned or possessed by or belonging
to the Company or
to which it was then or at any time thereafter might be entitled
in law or in
equity (saving and excepting,
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however, the property therein specifically excepted or released
from the lien
thereof), and the Company therein covenanted that it would, upon
reasonable
request, execute and deliver such further instruments as may be
necessary or
proper for the better assuring and confirming unto the Trustee
all or any part
of the trust estate, whether then or thereafter owned or
acquired by the Company
(saving and excepting, however, property specifically excepted
or released from
the lien thereof); and
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
WHEREAS, the Company in the exercise of the powers and authority
conferred upon
and reserved to it under and by virtue of the provisions of the
Indenture, and
pursuant to resolutions of its Board of Directors has duly
resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture
in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental
Indenture a valid and legally binding instrument in accordance
with its terms
have been done, performed and fulfilled, and the execution and
delivery hereof
have been in all respects duly authorized;
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
Edison Company, in
consideration of the premises and of the covenants contained in
the Indenture
and of the sum of One Dollar ($1.00) and other good and valuable
consideration
to it duly paid by the Trustee at or before the ensealing and
delivery of these
presents, the receipt whereof is hereby acknowledged, hereby
covenants and
agrees to and with the Trustee and its successors in the trusts
under the
Original Indenture and in said indentures supplemental thereto
as follows:
PART I.
CREATION OF THREE HUNDRED THIRTY-NINTH
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES A BONDS
TERMS OF BONDS OF 2005 SERIES A.
SECTION 1. The Company hereby creates the three hundred
thirty-ninth 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
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the bonds of all other series, by the title "General and
Refunding Mortgage
Bonds, 2005 Series A" (elsewhere herein referred to as the
"bonds of 2005 Series
A"). The aggregate principal amount of bonds of 2005 Series A
shall be limited
to two hundred million dollars ($200,000,000), except as
provided in Sections 7
and 13 of Article II of the Original Indenture with respect to
exchanges and
replacements of bonds, and except further that the Company may,
without the
consent of any holder of the bonds of 2005 Series A, "reopen"
the bonds of 2005
Series A so as to increase the aggregate principal amount
outstanding to equal
the aggregate principal amount of Notes (as defined below)
outstanding upon a
"reopening" of the series, so long as any additional bonds of
2005 Series A have
the same tenor and terms as the bonds of 2005 Series A
established hereby.
Subject to the release provisions set forth below, each bond of
2005 Series A is
to be irrevocably assigned to, and registered in the name of,
J.P. Morgan Trust
Company, National Association, as trustee, or a successor
trustee (said trustee
or any successor trustee being hereinafter referred to as the
"Note Indenture
Trustee"), under the collateral trust indenture, dated as of
June 30, 1993 (the
"Note Indenture"), as supplemented, between the Note Indenture
Trustee and the
Company, to secure payment of the Company's 2005 Series A 4.80%
Senior Notes due
2015 (for purposes of this Part I, the "4.80% Notes").
The bonds of 2005 Series A shall be issued as registered bonds
without coupons
in denominations of a multiple of $1,000. The bonds of 2005
Series A shall be
issued in the aggregate principal amount of $200,000,000, shall
mature on
February 15, 2015 (subject to earlier redemption or release) and
shall bear
interest at the rate of 4.80% per annum, payable semi-annually
in arrears on
February 15 and August 15 of each year (commencing August 15,
2005), until the
principal thereof shall have become due and payable and
thereafter until the
Company's obligation with respect to the payment of said
principal shall have
been discharged as provided in the Indenture. The bonds of 2005
Series A shall
bear additional interest ("Additional Interest") pursuant to
that certain
Registration Rights Agreement, dated as of February 7, 2005,
among the Company
and the other parties named therein upon the occurrence of any
Registration
Default (as defined therein). Additional Interest shall be
payable on the
applicable interest payment dates to the same persons and in the
same manner as
provided herein for payments of ordinary interest.
11
<PAGE>
The bonds of 2005 Series A shall be payable as to principal,
premium, if any,
and interest as provided in the Indenture, but only to the
extent and in the
manner herein provided. The bonds of 2005 Series A shall be
payable, both as to
principal and interest, at the office or agency of the Company
in the Borough of
Manhattan, the City and State of New York, in any coin or
currency of the United
States of America which at the time of payment is legal tender
for public and
private debts.
Except as provided herein, each bond of 2005 Series A shall be
dated the date of
its authentication and interest shall be payable on the
principal represented
thereby from the February 15 or August 15 next preceding the
date thereof to
which interest has been paid on bonds of 2005 Series 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 August 15, 2005, in which case
interest shall be
payable from February 7, 2005.
The bonds of 2005 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 1 and upwards (with such
further
designation as may be appropriate and desirable to indicate by
such designation
the form, series and denomination of bonds of 2005 Series A).
Until bonds of
2005 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 2005 Series A in temporary
form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds of
2005 Series A,
if any, may be printed and may be issued in authorized
denominations in
substantially the form of definitive bonds of 2005 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 2005 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 2005 Series A, such defaulted interest shall forthwith
cease to be
payable to the registered holder of that bond on the relevant
regular record
date by virtue of his having been such holder, and such
12
<PAGE>
defaulted interest may be paid to the registered holder of that
bond (or any
bond or bonds of 2005 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
2005 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 2005 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 2005 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 4.80% Notes, or, subject to compliance
with applicable
law, as may be involved in the course of the exercise of rights
and remedies
consequent upon an Event of Default under the Note Indenture.
Any such transfer
shall be made upon surrender thereof for cancellation at the
office or agency of
the Company in the Borough of Manhattan, the City and State of
New York,
together with a written instrument of transfer (if so required
by the Company or
by the Trustee) in form approved by the Company duly executed by
the holder or
by its duly authorized attorney. Bonds of 2005 Series A shall in
the same manner
be exchangeable for a like aggregate principal amount of bonds
of 2005 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
2005 Series A
during any period of ten (10) days next preceding any redemption
date for such
bonds.
Bonds of 2005 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 premium, if any, or interest on
the 4.80%
Notes, whether at maturity or prior to maturity by redemption or
otherwise, or
upon provision for the payment thereof having been made in
accordance with
Article V of the Note Indenture, bonds of 2005 Series A in a
principal amount
equal to the principal amount of such 4.80% Notes, shall, to the
extent of such
payment of principal, premium or interest, be deemed fully paid
and the
obligation of the Company thereunder to make such payment shall
forthwith cease
and be discharged, and, in the case of the payment of principal
and premium, if
any, such bonds shall be surrendered for cancellation or
presented for
appropriate notation to the Trustee.
13
<PAGE>
RELEASE.
From and after the Release Date (as defined in the Note
Indenture), the bonds of
2005 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 2005 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 2005 Series A to be less than the then outstanding principal
amount of the
4.80% Notes.
REDEMPTION OF BONDS OF 2005 SERIES A.
SECTION 2. Bonds of 2005 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 4.80%
Notes.
In the event the Company elects to redeem any 4.80% Notes prior
to maturity in
accordance with the provisions of the Note Indenture, the
Company shall give the
Trustee notice of redemption of bonds of 2005 Series A on the
same date as it
gives notice of redemption of 4.80% Notes to the Note Indenture
Trustee.
REDEMPTION OF BONDS OF 2005 SERIES A IN EVENT OF ACCELERATION OF
NOTES.
SECTION 3. In the event of an Event of Default under the Note
Indenture and the
acceleration of all 4.80% Notes, the bonds of 2005 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
premium, if any, on
the 4.80% Notes, specifying the last date to which interest on
the 4.80% Notes
has been paid (such date being hereinafter referred to as the
"Initial Interest
Accrual Date") and demanding redemption of the bonds of said
series. The Trustee
shall, within five (5) days after receiving such Redemption
Demand, mail a copy
thereof to the Company marked to indicate the date of its
receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a
Redemption
Demand, the Company shall fix a date on which it will redeem the
bonds of said
series so demanded to be redeemed (hereinafter called the
"Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption Date
shall be mailed
by the Company to the Trustee at least ten (10) days prior to
such Demand
Redemption Date. The date to be fixed by the Company as and for
the Demand
Redemption Date may be any date up to and including the earlier
of (x) the 60th
day after receipt by the Trustee of the Redemption Demand or (y)
the maturity
date of such bonds first occurring following the 20th day after
the receipt by
the Trustee of the Redemption Demand; provided, however,
14
<PAGE>
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 (10) nor less than five (5) days prior to the Demand
Redemption Date.
Each bond of 2005 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 premium, if any, due and payable on such Demand
Redemption Date on all
4.80% Notes; provided, however, that in the event of a receipt
by the Trustee of
a notice that, pursuant to Section 602 of the Note Indenture,
the Note Indenture
Trustee has terminated proceedings to enforce any right under
the Note
Indenture, then any Redemption Demand shall thereby be rescinded
by the Note
Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if
already given, shall be automatically annulled; but no such
rescission or
annulment shall extend to or affect any subsequent default or
impair any right
consequent thereon.
Anything herein contained to the contrary notwithstanding, the
Trustee is not
authorized to take any action pursuant to a Redemption Demand
and such
Redemption Demand shall be of no force or effect, unless it is
executed in the
name of the Note Indenture Trustee by its President or one of
its Vice
Presidents.
FORM OF BONDS OF 2005 SERIES A.
SECTION 4. The bonds of 2005 Series A and the form of Trustee's
Certificate to
be endorsed on such bonds shall be substantially in the
following forms,
respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2005 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 Febr
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