THE DETROIT EDISON COMPANY
(2000 2nd Avenue, Detroit, Michigan 48226)
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
(611 Woodward Avenue, Detroit, Michigan 48226)
SUPPLEMENTAL TO MORTGAGE AND DEED OF
TRUST
DATED AS OF OCTOBER 1, 1924
(A) GENERAL AND REFUNDING
MORTGAGE BONDS,
2008 SERIES G
(B) RECORDING AND FILING
DATA
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PAGE
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3
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3
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Original Indenture and Supplementals
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3
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Issue of Bonds Under Indenture
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3
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4
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Reason for Creation of New Series
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10
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Bonds to be 2008 Series G
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10
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10
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Authorization of Supplemental
Indenture
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11
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Consideration for Supplemental
Indenture
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11
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PART I. CREATION OF THREE HUNDRED FIFTY-FIRST
SERIES OF BONDS, GENERAL AND REFUNDING
MORTGAGE BONDS, 2008 SERIES G
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11
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Sec. 1. Terms of Bonds of 2008
Series G
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11
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13
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Sec. 3. Redemption of Bonds of 2008
Series G
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14
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Sec. 4. Redemption of Bonds of 2008
Series G in Event of Acceleration of Notes
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14
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Sec. 5. Form of Bonds of 2008
Series G
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15
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Form of
Trustee’s Certificate
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16
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16
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PART II. RECORDING AND FILING DATA
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19
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Recording and Filing of Original
Indenture
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19
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Recording and Filing of Supplemental
Indentures
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19
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Recording and Filing of Supplemental Indenture
Dated as of May 1, 2008
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24
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Recording of Certificates of Provision for
Payment
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24
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25
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Terms and Conditions of Acceptance of Trust by
Trustee
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25
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26
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Confirmation of Section 318(c) of Trust
Indenture Act
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26
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Execution in Counterparts
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26
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26
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27
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Acknowledgment of Execution by
Company
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28
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29
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Acknowledgment of Execution by
Trustee
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30
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Affidavit as to Consideration and Good
Faith
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31
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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
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SUPPLEMENTAL
INDENTURE, dated as of the 1st day of June, in the year 2008,
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 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.
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ORIGINAL
INDENTURE AND SUPPLEMENTALS.
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WHEREAS, the
Company has heretofore executed and delivered its Mortgage and Deed
of Trust (hereinafter referred to as the “Original
Indenture”), dated as of October 1, 1924, to the
Trustee, for the security of all bonds of the Company outstanding
thereunder, and pursuant to the terms and provisions of the
Original Indenture, indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1,
1940, December 1, 1940, September 1, 1947, March 1,
1950, November 15, 1951, January 15, 1953, May 1,
1953, March 15, 1954, May 15, 1955, August 15, 1957,
June 1, 1959, December 1, 1966, October 1, 1968,
December 1, 1969, July 1, 1970, December 15, 1970,
June 15, 1971, November 15, 1971, January 15, 1973,
May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976,
June 15, 1976, July 15, 1976, February 15, 1977,
March 1, 1977, June 15, 1977, July 1, 1977,
October 1, 1977, June 1, 1978, October 15, 1978,
March 15, 1979, July 1, 1979, September 1, 1979,
September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981,
June 30, 1982, August 15, 1982, June 1, 1983,
October 1, 1984, May 1, 1985, May 15, 1985,
October 15, 1985, April 1, 1986, August 15, 1986,
November 30, 1986, January 31, 1987, April 1, 1987,
August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990,
November 1, 1990, April 1, 1991, May 1, 1991,
May 15, 1991, September 1, 1991, November 1, 1991,
January 15, 1992, February 29, 1992, April 15, 1992,
July 15, 1992, July 31, 1992, November 30, 1992,
December 15, 1992, January 1, 1993, March 1, 1993,
March 15, 1993, April 1, 1993, April 26, 1993,
May 31, 1993, June 30, 1993, June 30, 1993,
September 15, 1993, March 1, 1994, June 15, 1994,
August 15, 1994, December 1, 1994, August 1, 1995,
August 1, 1999, August 15, 1999, January 1, 2000,
April 15, 2000, August 1, 2000, March 15, 2001,
May 1, 2001, August 15, 2001, September 15, 2001,
September 17, 2002, October 15, 2002, December 1,
2002, August 1, 2003, March 15, 2004, July 1, 2004,
February 1, 2005, April 1, 2005, August 1, 2005,
September 15, 2005, September 30, 2005, May 15,
2006, December 1, 2006, December 1, 2007, April 1,
2008 and May 1, 2008 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
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ISSUE OF BONDS
UNDER INDENTURE.
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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
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3
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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
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WHEREAS, bonds
in the principal amount of Twelve million six hundred forty-eight
nine hundred seventy-seven dollars ($12,648,977) have heretofore
been issued under the Indenture as follows, viz:
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Bonds of
Series A
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—
Principal Amount $26,016,000,
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Bonds of
Series B
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—
Principal Amount $23,000,000,
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Bonds of
Series C
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—
Principal Amount $20,000,000,
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Bonds of
Series D
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—
Principal Amount $50,000,000,
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Bonds of
Series E
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—
Principal Amount $15,000,000,
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Bonds of
Series F
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—
Principal Amount $49,000,000,
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Bonds of
Series G
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Principal Amount $35,000,000,
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Bonds of
Series H
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—
Principal Amount $50,000,000,
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Bonds of
Series I
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—
Principal Amount $60,000,000,
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Bonds of
Series J
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Principal Amount $35,000,000,
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Bonds of
Series K
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—
Principal Amount $40,000,000,
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Bonds of
Series L
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Principal Amount $24,000,000,
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Bonds of
Series M
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—
Principal Amount $40,000,000,
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Bonds of
Series N
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Principal Amount $40,000,000,
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Bonds of
Series O
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Principal Amount $60,000,000,
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Bonds of Series
P
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Principal Amount $70,000,000,
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Bonds of
Series Q
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Principal Amount $40,000,000,
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Bonds of
Series W
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—
Principal Amount $50,000,000,
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Bonds of
Series AA
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Principal Amount $100,000,000,
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Bonds of
Series BB
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Principal Amount $50,000,000,
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Bonds of
Series CC
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Principal Amount $50,000,000,
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Bonds of
Series UU
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Principal Amount $100,000,000,
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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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Bonds of
Series FFR Nos. 1-14
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Principal Amount $45,600,000,
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Bonds of
Series GGP Nos. 1-22
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Principal Amount $42,300,000,
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Bonds of
Series HH
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Principal Amount $50,000,000,
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Bonds of
Series IIP Nos. 1-22
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Principal Amount $3,750,000,
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Bonds of
Series JJP Nos. 1-8
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Principal Amount $6,850,000,
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Bonds of
Series KKP Nos. 1-9
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Principal Amount $34,890,000,
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Bonds of
Series LLP Nos. 1-15
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Principal Amount $8,850,000,
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Bonds of
Series NNP Nos. 1-21
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Principal Amount $47,950,000,
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Bonds of
Series OOP Nos. 1-18
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Principal Amount $18,880,000,
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Bonds of
Series QQP Nos. 1-19
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Principal Amount $13,650,000,
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Bonds of
Series TTP Nos. 1-15
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Principal Amount $3,800,000,
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Bonds of 1980
Series A
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Principal Amount $50,000,000,
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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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Bonds of 1980
Series DP Nos. 1-11
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Principal Amount $10,750,000,
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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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Bonds of 1985
Series A
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Principal Amount $35,000,000,
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Bonds of 1985
Series B
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Principal Amount $50,000,000,
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Bonds of
Series PP
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Principal Amount $70,000,000,
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Bonds of
Series RR
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Principal Amount $70,000,000,
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Bonds of
Series EE
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Principal Amount $50,000,000,
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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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Bonds of
Series T
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Principal Amount $75,000,000,
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Bonds of
Series U
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Principal Amount $75,000,000,
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Bonds of 1986
Series B
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Principal Amount $100,000,000,
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5
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Bonds of 1987
Series D
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Principal Amount $250,000,000,
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Bonds of 1987
Series E
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Principal Amount $150,000,000,
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Bonds of 1987
Series C
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Principal Amount $225,000,000,
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Bonds of
Series V
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Principal Amount $100,000,000,
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Bonds of
Series SS
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Principal Amount $150,000,000,
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Bonds of 1980
Series B
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Principal Amount $100,000,000,
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Bonds of 1986
Series C
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Principal Amount $200,000,000,
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Bonds of 1986
Series A
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Principal Amount $200,000,000,
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Bonds of 1987
Series B
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Principal Amount $175,000,000,
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Bonds of
Series X
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Principal Amount $100,000,000,
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Bonds of 1987
Series F
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Principal Amount $200,000,000,
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Bonds of 1987
Series A
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Principal Amount $300,000,000,
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Bonds of
Series Y
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Principal Amount $60,000,000,
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Bonds of
Series Z
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Principal Amount $100,000,000,
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Bonds of 1989
Series A
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Principal Amount $300,000,000,
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Bonds of 1984
Series AP
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Principal Amount $2,400,000,
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Bonds of 1984
Series BP
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Principal Amount $7,750,000,
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Bonds of
Series R
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Principal Amount $100,000,000,
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Bonds of
Series S
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Principal Amount $150,000,000,
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Bonds of 1993
Series D
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—
Principal Amount $100,000,000,
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Bonds of 1992
Series E
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—
Principal Amount $50,000,000,
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Bonds of 1993
Series B
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—
Principal Amount $50,000,000,
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Bonds of 1989
Series BP
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—
Principal Amount $66,565,000,
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Bonds of 1990
Series A
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—
Principal Amount $194,649,000,
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Bonds of 1990
Series D
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—
Principal Amount $0,
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Bonds of 1993
Series G
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—
Principal Amount $225,000,000,
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Bonds of 1993
Series K
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Principal Amount $160,000,000,
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6
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Bonds of 1991
Series EP
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—
Principal Amount $41,480,000,
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Bonds of 1993
Series H
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—
Principal Amount $50,000,000,
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Bonds of 1999
Series D
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—
Principal Amount $40,000,000,
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Bonds of 1991
Series FP
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—
Principal Amount $98,375,000,
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Bonds of 1992
Series BP
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—
Principal Amount $20,975,000,
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Bonds of 1992
Series D
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—
Principal Amount $300,000,000,
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Bonds of 1992
Series CP
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—
Principal Amount $35,000,000,
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Bonds of 1993
Series C
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—
Principal Amount $225,000,000,
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Bonds of 1993
Series E
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—
Principal Amount $400,000,000,
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Bonds of 1993
Series J
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Principal Amount $300,000,000,
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Bonds of
Series KKP Nos. 10-15
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—
Principal Amount $179,590,000,
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Bonds of 1989
Series BP No. 2
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—
Principal Amount $36,000,000,
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Bonds of 1993
Series FP
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—
Principal Amount $5,685,000,
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Bonds of 1993
Series IP
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—
Principal Amount $5,825,000,
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Bonds of 1994
Series AP
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—
Principal Amount $7,535,000,
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Bonds of 1994
Series BP
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—
Principal Amount $12,935,000,
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Bonds of 1994
Series DP
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—
Principal Amount $23,700,000,
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Bonds of 1994
Series C
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—
Principal Amount $200,000,000,
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Bonds of 2000
Series A
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—
Principal Amount $220,000,000,
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Bonds of 2005
Series A
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—
Principal Amount $200,000,000,
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Bonds of 1995
Series AP
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—
Principal Amount $97,000,000,
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Bonds of 1995
Series BP
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—
Principal Amount $22,175,000,
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Bonds of 2001
Series D
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—
Principal Amount $200,000,000,
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Bonds of 2005
Series B
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—
Principal Amount $200,000,000,
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Bonds of 2006
Series CT
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—
Principal Amount $68,500,000, and
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Bonds of 2005
Series DT
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—
Principal Amount $119,175,000;
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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;
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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 sixty-one million seven hundred seventy-two
thousand dollars ($161,772,000) principal amount have heretofore
been retired;
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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-eight million one hundred twenty-three thousand dollars
($58,123,000) principal amount have heretofore been
retired;
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INTENTIONALLY
RESERVED FOR 1990 SERIES E;
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INTENTIONALLY
RESERVED FOR 1990 SERIES F;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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Bonds of 1999
Series CP in the principal amount of Sixty-six million five
hundred sixty-five thousand dollars ($66,565,000), all of which are
outstanding at the date hereof;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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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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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;
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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;
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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;
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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;
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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;
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Bonds of 2005
Series C in the principal amount of One hundred million
dollars
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9
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($100,000,000),
all of which are outstanding at the date hereof; and
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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;
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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
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Bonds of 2007
Series A in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date hereof;
and
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Bonds of 2008
Series DT in the principal amount of Sixty-eight million five
hundred thousand dollars ($68,500,000), all of which are
outstanding at the date hereof; and
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Bonds of 2008
Series ET in the principal amount of One hundred nineteen
million one hundred seventy-five thousand dollars ($119,175,000),
all of which are outstanding at the date hereof;
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accordingly,
the Company has issued and has presently outstanding Three billion
five hundred nine million eight hundred seventy-seven thousand
dollars ($3,509,877,000) aggregate principal amount of its General
and Refunding Mortgage Bonds (the “Bonds”) at the date
hereof.
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REASON FOR
CREATION OF NEW SERIES.
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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
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BONDS TO BE
2008 SERIES G.
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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, 2008 Series G,” in the
aggregate principal amount of Three hundred million dollars
($300,000,000), to be authenticated and delivered pursuant to
Section 8 of Article III of the Indenture; and
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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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10
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AUTHORIZATION
OF SUPPLEMENTAL INDENTURE.
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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
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WHEREAS, all
conditions and requirements necessary to make this Supplemental
Indenture a valid and legally binding instrument in accordance with
its terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly
authorized;
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CONSIDERATION
FOR SUPPLEMENTAL INDENTURE.
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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:
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CREATION OF THREE HUNDRED
FIFTY-FIRST
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2008 SERIES G
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TERMS OF BONDS
OF 2008 SERIES G.
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SECTION 1. The
Company hereby creates the three hundred fifty-first 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, 2008 Series G” (elsewhere herein
referred to as the “bonds of 2008 Series G”). The
aggregate principal amount of bonds of 2008 Series G shall be
limited to Three hundred million dollars ($300,000,000), 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 2008 Series G,
“reopen” the bonds of 2008 Series G 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 2008 Series G have the same tenor and
terms as the bonds of 2008 Series G established
hereby.
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Subject to the
release provisions set forth below, each bond of 2008 Series G
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 2008
Series G 5.60%
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11
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Senior Notes
due 2018 (for purposes of this Part I, the
“Notes”).
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The bonds of
2008 Series G shall be issued as registered bonds without
coupons in denominations of a multiple of $1,000. The bonds of 2008
Series G shall be issued in the aggregate principal amount of
$300,000,000, shall mature on June 15, 2018 (subject to
earlier redemption or release) and shall bear interest at the rate
of 5.60% per annum, payable semi-annually in arrears on
June 15 and December 15 of each year (commencing
December 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.
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The bonds of
2008 Series G 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 2008
Series G shall be payable, as to principal, premium, if any,
and interest, at the office or agency of the Company in the Borough
of Manhattan, the City and State of New York, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts.
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Except as
provided herein, each bond of 2008 Series G shall be dated the
date of its authentication and interest shall be payable on the
principal represented thereby from the June 15 or
December 15 next preceding the date thereof to which interest
has been paid on bonds of 2008 Series G, 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 June 15, 2008 in
which case interest shall be payable from June 11,
2008.
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The bonds of
2008 Series G 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 2008 Series G). Until bonds of 2008 Series G
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 2008 Series G in temporary
form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2008 Series G, if any, may be
printed and may be issued in authorized denominations in
substantially the form of definitive bonds of 2008 Series G, but
without a recital of redemption prices and with such omissions,
insertions and variations as may be appropriate for temporary
bonds, all as may be determined by the Company.
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Interest on any
bond of 2008 Series G 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
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