<PAGE>
EXHIBIT 4.3
INDENTURE
DATED AS OF APRIL 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 AR,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES BR,
AND
(C) RECORDING AND FILING DATA
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
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 AR and 2005 Series
BR............................................ 10
Further
Assurance........................................................................
10
Authorization of
Supplemental
Indenture..................................................
10
Consideration for
Supplemental
Indenture.................................................
11
PART I. CREATION OF THREE HUNDRED FORTY-FIRST SERIES OF
BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES AR
11
Sec. 1. Terms of Bonds of 2005 Series
AR................................................ 11
Release.........................................................................
14
Sec. 2. Redemption of Bonds of 2005 Series
AR........................................... 14
Sec. 3. Redemption of Bonds of 2005 Series
AR in event of acceleration of Notes......... 15
Sec. 4. Form of Bonds of 2005 Series
AR................................................. 16
Form of Trustee's Certificate
18
PART II. CREATION OF THREE HUNDRED FORTY-SECOND SERIES OF BONDS.
GENERAL AND REFUNDING
MORTGAGE BONDS, 2005 SERIES BR
21
Sec. 1. Terms of Bonds of 2005 Series
BR................................................ 21
Release.........................................................................
24
Sec. 2. Redemption of Bonds of 2005 Series
BR........................................... 25
Sec. 3. Redemption of Bonds of 2005 Series
BR in event of acceleration of Notes......... 25
Sec. 4. Form of Bonds of 2005 Series
BR................................................. 26
Form of Trustee's
Certificate...................................................
28
PART III. RECORDING AND FILING DATA
31
Recording and Filing
of Original
Indenture...............................................
31
Recording and Filing
of Supplemental
Indentures.......................................... 31
Recording of
Certificates of Provision for
Payment....................................... 36
PART IV. THE TRUSTEE
37
Terms and Conditions
of Acceptance of Trust by
Trustee................................... 37
PART V. MISCELLANEOUS
37
Confirmation of
Section 318(c) of Trust Indenture
Act.................................... 37
Execution in
Counterparts................................................................
37
Testimonium..............................................................................
37
Execution by The
Detroit Edison
Company..................................................
38
Acknowledgment of
Execution by
Company...................................................
39
Execution by
Trustee.....................................................................
40
Acknowledgment of
Execution by
Trustee...................................................
41
Affidavit as to
Consideration and Good
Faith............................................. 42
</TABLE>
----------
* This Table of Contents shall not have any bearing upon the
interpretation of
any of the terms or provisions of this Indenture.
(i)
<PAGE>
PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of April,
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
WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust
(hereinafter referred to
SUPPLEMENTALS.
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
1
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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 and February 1, 2005 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
WHEREAS, the Indenture provides that said bonds shall be
UNDER
issuable in one or more series, and makes provision that the
INDENTURE.
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
WHEREAS, bonds in the principal amount of Eleven billion two
HERETOFORE
hundred twenty-three million six hundred twenty-seven thousand
ISSUED.
($11,223,627,000) have heretofore been issued under the
Indenture as follows, viz:
(1)
Bonds of Series A
-- Principal Amount
$26,016,000,
(2)
Bonds of Series B
-- Principal Amount
$23,000,000,
(3)
Bonds of Series C
-- Principal Amount
$20,000,000,
(4)
Bonds of Series D
-- Principal Amount
$50,000,000,
(5)
Bonds of Series E
-- Principal Amount
$15,000,000,
(6)
Bonds of Series F
-- Principal Amount
$49,000,000,
(7)
Bonds of Series G
-- Principal Amount
$35,000,000,
(8)
Bonds of Series H
-- Principal Amount
$50,000,000,
(9)
Bonds of Series I
--
Principal Amount
$60,000,000,
2
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(10)
Bonds of Series J
-- Principal Amount
$35,000,000,
(11)
Bonds of Series K
-- Principal Amount
$40,000,000,
(12)
Bonds of Series L
-- Principal Amount
$24,000,000,
(13)
Bonds of Series M
-- Principal Amount
$40,000,000,
(14)
Bonds of Series N
-- Principal Amount
$40,000,000,
(15)
Bonds of Series O
-- Principal Amount
$60,000,000,
(16)
Bonds of Series P
-- Principal Amount
$70,000,000,
(17)
Bonds of Series Q
-- Principal Amount
$40,000,000,
(18)
Bonds of Series W
-- Principal Amount
$50,000,000,
(19)
Bonds of Series AA
-- Principal Amount
$100,000,000,
(20)
Bonds of Series BB
-- Principal Amount
$50,000,000,
(21)
Bonds of Series CC
--
Principal Amount
$50,000,000,
(22)
Bonds of Series UU
-- Principal Amount
$100,000,000,
(23-31) Bonds of Series
DDP Nos. 1-9 --
Principal Amount
$14,305,000,
(32-45) Bonds of Series
FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series
GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68)
Bonds of Series HH
-- Principal Amount
$50,000,000,
(69-90) Bonds of Series
IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series
JJP Nos. 1-8 --
Principal Amount
$6,850,000,
(99-107)
Bonds of Series KKP Nos. 1-9 --
Principal Amount
$34,890,000,
(108-122) Bonds
of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds
of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
3
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(144-161) Bonds
of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds
of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds
of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196)
Bonds of 1980 Series A
-- Principal Amount
$50,000,000,
(197-221) Bonds
of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(222-232) Bonds
of 1980 Series DP
-- Principal Amount
$10,750,000,
Nos. 1-11
(233-248) Bonds
of 1981 Series AP
-- Principal Amount
$124,000,000,
Nos. 1-16
(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,
4
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(263)
Bonds of Series SS
-- Principal Amount
$150,000,000,
(264)
Bonds of 1980 Series B
-- Principal Amount
$100,000,000,
(265)
Bonds of 1986 Series C
-- Principal Amount
$200,000,000,
(266)
Bonds of 1986 Series A
-- Principal Amount
$200,000,000,
(267)
Bonds of 1987 Series B
-- Principal Amount
$175,000,000,
(268)
Bonds of Series X
-- Principal Amount
$100,000,000,
(269)
Bonds of 1987 Series F
-- Principal Amount
$200,000,000,
(270)
Bonds of 1987 Series A
-- Principal Amount
$300,000,000,
(271)
Bonds of Series Y
-- Principal Amount
$60,000,000,
(272)
Bonds of Series Z
-- Principal Amount
$100,000,000,
(273)
Bonds of 1989 Series A
-- Principal Amount
$300,000,000,
(274)
Bonds of 1984 Series AP
-- Principal Amount
$2,400,000,
(275)
Bonds of 1984 Series BP
-- Principal Amount
$7,750,000,
(276)
Bonds of Series R
-- Principal Amount
$100,000,000,
(277)
Bonds of Series S
-- Principal Amount
$150,000,000,
(278)
Bonds of 1993 Series D
-- Principal Amount
$100,000,000,
(279)
Bonds of 1992 Series E
-- Principal Amount
$50,000,000,
(280)
Bonds of 1993 Series B
-- Principal Amount
$50,000,000,
(281)
Bonds of 1989 Series BP
-- Principal Amount
$66,565,000,
(282)
Bonds of 1990 Series A
-- Principal Amount
$194,649,000,
(283)
Bonds of 1993 Series G
-- Principal Amount
$225,000,000,
5
<PAGE>
(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,
(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,
(305)
Bonds of 1994 Series BP
-- Principal Amount
$12,935,000,
(306)
Bonds of 1994 Series DP
-- Principal Amount
$23,700,000,
(307)
Bonds of 1994 Series C
-- Principal Amount
$200,000,000,
and
(308)
Bonds of 2000 Series A
-- Principal Amount
$220,000,000,
all of which have either been retired and cancelled, or no
longer
represent obligations of the Company, having matured or having
been
called for
6
<PAGE>
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;
(309)
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 fifty-two million two
hundred fifty-six thousand dollars ($152,256,000) principal
amount havetofore been retired and One hundred four million six
hundred seventy-six thousand dollars ($104,676,000) principal
amount are outstanding at the date hereof;
(310)
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-four million seven hundred four thousand dollars
($54,704,000) principal amount have heretofore been retired and
Thirty million seven hundred seventy-one thousand dollars
($30,771,000) principal amount are outstanding at the date
hereof;
(311)
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;
(312)
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;
(313)
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;
(314)
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;
(315)
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;
(316)
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;
(317)
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;
7
<PAGE>
(318)
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;
(319)
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;
(320)
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;
(321)
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;
(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;
8
<PAGE>
(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;
(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;
(339)
Bonds of 2005 Series A in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at
the date hereof;
(340)
Bonds of 2005 Series B 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 Three billion thirty million one hundred eighty-two
thousand dollars ($3,030,182,000) aggregate principal amount of
its General and Refunding Mortgage Bonds (the "Bonds") at the
date hereof.
REASON FOR
WHEREAS, the Company intends to issue series of Notes under
CREATION OF
the Note Indenture herein referred to, and, pursuant to the
NEW SERIES.
Note Indenture, the Company has agreed to issue its General
and Refunding Mortgage Bonds under the Indenture in
9
<PAGE>
order further to secure its obligations with respect to such
Notes; and
BONDS TO BE 2005 WHEREAS, for such
purpose the Company desires by this
SERIES AR AND 2005
Supplemental Indenture to create two new series of bonds, to
SERIES BR.
be designated "General and Refunding Mortgage Bonds, 2005
Series AR" in the aggregate principal amount of two hundred
million dollars ($200,000,000) and "General and Refunding
Mortgage Bonds, 2005 Series BR" 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, 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 WHEREAS, the Company
in the exercise of the powers and
SUPPLEMENTAL
authority
conferred upon and reserved to it under and by
INDENTURE.
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;
10
<PAGE>
CONSIDERATION FOR NOW, THEREFORE, THIS
INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL
Edison Company, in consideration of the premises and of the
INDENTURE.
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-FIRST
SERIES OF BONDS, GENERAL
AND REFUNDING MORTGAGE BONDS,
2005 SERIES AR BONDS
TERMS OF
SECTION 1. The Company hereby creates the three hundred
BONDS OF
forty-first series of bonds to be issued under and secured
2005 SERIES AR. 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, 2005
Series AR" (elsewhere herein referred to as the "bonds of
2005 Series AR"). The aggregate principal amount of bonds of
2005 Series AR 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 AR, "reopen" the bonds of 2005 Series
AR 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 AR
have the same tenor and terms as the bonds of 2005 Series AR
established hereby.
Subject to the release provisions set forth below, each
bond of 2005 Series AR 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,
11
<PAGE>
to secure payment of the Company's 2005 Series AR 4.80%
Senior Notes due 2015 (for purposes of this Part I, the
"4.80% Notes").
The bonds of 2005 Series AR shall be issued as
registered bonds without coupons in denominations of a
multiple of $1,000. The bonds of 2005 Series AR 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 AR 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.
The bonds of 2005 Series AR 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 AR 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 AR
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 AR, 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 AR 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
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(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 AR). Until bonds of
2005 Series AR 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 AR in temporary form, as provided in
Section 10 of Article II of the Indenture. Temporary bonds
of 2005 Series AR, if any, may be printed and may be issued
in authorized denominations in substantially the form of
definitive bonds of 2005 Series AR, 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 AR 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 AR,
such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any bond
or bonds of 2005 Series AR 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 AR 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 AR
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 AR 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
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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 AR shall
in the same manner be exchangeable for a like aggregate
principal amount of bonds of 2005 Series AR 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 AR during
any period of ten (10) days next preceding any
redemption date for such bonds.
Bonds of 2005 Series AR, 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 AR 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.
RELEASE.
From and after the Release Date (as defined in the Note
Indenture), the bonds of 2005 Series AR 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 AR 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 AR to be less than the then
outstanding principal amount of the 4.80% Notes.
REDEMPTION
SECTION 2. Bonds of 2005 shall be redeemed on the
OF
respective Series
dates and in the respective principal
BONDS OF 2005
amounts which correspond to the AR. redemption dates for,
SERIES AR
and the principal amounts to be redeemed of, the
4.80% Notes.
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<PAGE>
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 AR on the same date as it
gives notice of redemption of 4.80% Notes to the Note
Indenture Trustee.
REDEMPTION
SECTION 3. In the event of an Event of Default under the
OF
Note Indenture and the
acceleration of all 4.80% Notes, the
BONDS OF 2005
bonds of 2005 Series AR shall be redeemable in whole upon
SERIES AR IN
receipt by the Trustee of a written demand (hereinafter
EVENT OF
called a "Redemption Demand") from the Note Indenture
ACCELERATION
Trustee stating that there has occurred under the Note
OF
Indenture both an Event of Default and a declaration of
NOTES.
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, that if the
Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day
preceding the earlier of such dates, the Demand
Redemption Date shall be deemed to be the earlier of
such dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called
the "Demand Redemption Notice") to the Note Indenture
Trustee not more than ten (10) nor less than five (5)
days prior to the Demand Redemption Date.
Each bond of 2005 Series AR 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
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<PAGE>
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 Presid
