DATED AS OF MARCH 15,
2009
THE DETROIT EDISON COMPANY
(One Energy Plaza, Detroit, Michigan 48226)
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
(719 Griswold Street, Suite 930, Detroit, Michigan
48226)
SUPPLEMENTAL TO MORTGAGE AND DEED OF
TRUST
DATED AS OF OCTOBER 1, 1924
(A) GENERAL AND REFUNDING
MORTGAGE BONDS,
2009 SERIES BT
(B) RECORDING AND FILING
DATA
1
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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 2009 Series BT
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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-FIFTH
SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2009 SERIES
BT
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11
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Sec. 1. Terms of Bonds of 2009
Series BT
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11
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14
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Sec. 3. Redemption of Bonds of 2009
Series BT
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14
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Sec. 4. Redemption of Bonds of 2009
Series BT in Event of Acceleration of Notes or in Event of
Redemption of Notes Upon Acceleration of Strategic Fund
Bonds
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14
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Sec. 5. Form of Bonds of 2009
Series BT
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15
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Form of Trustee’s Certificate
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19
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PART II. RECORDING AND FILING DATA
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20
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Recording and Filing of Original
Indenture
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20
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Recording and Filing of Supplemental
Indentures
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20
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Recording and Filing of Supplemental Indenture
Dated as of December 1, 2008
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25
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Recording of Certificates of Provision for
Payment
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26
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26
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Terms and Conditions of Acceptance of Trust by
Trustee
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26
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27
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Confirmation of Section 318(c) of Trust
Indenture Act
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27
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Execution in Counterparts
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27
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27
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27
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28
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Acknowledgment of Execution by
Company
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29
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30
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Acknowledgment of Execution by
Trustee
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31
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Affidavit as to Consideration and Good
Faith
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32
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*
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This Table of
Contents shall not have any bearing upon the interpretation of any
of the terms or provisions of this Indenture.
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2
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SUPPLEMENTAL
INDENTURE, dated as of the 15th day of March, in the year 2009,
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 The Bank of New York Mellon Trust Company,
N.A., a trust company organized and existing under the laws of the
United States, having a corporate trust agency office at 719
Griswold Street, Suite 930, Detroit, Michigan 48226, as
successor Trustee under the Mortgage and Deed of Trust hereinafter
mentioned (hereinafter called the “Trustee”), party of
the second part.
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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, May 1, 2008, June 1, 2008, July 1, 2008,
October 1, 2008 and December 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 Thirteen billion two hundred eighty-one
million three hundred fifty-two thousand dollars ($13,281,352,000)
have heretofore been issued under the Indenture as follows,
viz:
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(1)
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Bonds of Series
A
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—
Principal Amount $26,016,000,
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(2)
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Bonds of Series
B
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—
Principal Amount $23,000,000,
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(3)
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Bonds of Series
C
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—
Principal Amount $20,000,000,
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(4)
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Bonds of Series
D
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—
Principal Amount $50,000,000,
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(5)
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Bonds of Series
E
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—
Principal Amount $15,000,000,
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(6)
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Bonds of Series
F
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—
Principal Amount $49,000,000,
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(7)
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Bonds of Series
G
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—
Principal Amount $35,000,000,
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(8)
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Bonds of Series
H
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—
Principal Amount $50,000,000,
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(9)
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Bonds of Series
I
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—
Principal Amount $60,000,000,
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(10)
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Bonds of Series
J
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—
Principal Amount $35,000,000,
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(11)
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Bonds of Series
K
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—
Principal Amount $40,000,000,
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(12)
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Bonds of Series
L
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—
Principal Amount $24,000,000,
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(13)
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Bonds of Series
M
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—
Principal Amount $40,000,000,
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(14)
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Bonds of Series
N
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—
Principal Amount $40,000,000,
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(15)
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Bonds of Series
O
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—
Principal Amount $60,000,000,
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(16)
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Bonds of Series
P
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—
Principal Amount $70,000,000,
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(17)
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Bonds of Series
Q
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—
Principal Amount $40,000,000,
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(18)
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Bonds of Series
W
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—
Principal Amount $50,000,000,
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(19)
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Bonds of Series
AA
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—
Principal Amount $100,000,000,
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(20)
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Bonds of Series
BB
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—
Principal Amount $50,000,000,
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(21)
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Bonds of Series
CC
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—
Principal Amount $50,000,000,
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(22)
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Bonds of Series
UU
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—
Principal Amount $100,000,000,
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(23-31)
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Bonds of Series
DDP Nos. 1-9
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—
Principal Amount $14,305,000,
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4
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(32-45)
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Bonds of Series
FFR Nos. 1-14
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—
Principal Amount $45,600,000,
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(46-67)
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Bonds of Series
GGP Nos. 1-22
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—
Principal Amount $42,300,000,
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(68)
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Bonds of Series
HH
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—
Principal Amount $50,000,000,
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(69-90)
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Bonds of Series
IIP Nos. 1-22
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—
Principal Amount $3,750,000,
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(91-98)
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Bonds of Series
JJP Nos. 1-8
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—
Principal Amount $6,850,000,
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(99-107)
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Bonds of Series
KKP Nos. 1-9
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—
Principal Amount $34,890,000,
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(108-122)
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Bonds of Series
LLP Nos. 1-15
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—
Principal Amount $8,850,000,
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(123-143)
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Bonds of Series
NNP Nos. 1-21
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—
Principal Amount $47,950,000,
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(144-161)
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Bonds of Series
OOP Nos. 1-18
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—
Principal Amount $18,880,000,
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(162-180)
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Bonds of Series
QQP Nos. 1-19
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—
Principal Amount $13,650,000,
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(181-195)
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Bonds of Series
TTP Nos. 1-15
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—
Principal Amount $3,800,000,
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(196)
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Bonds of 1980
Series A
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—
Principal Amount $50,000,000,
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(197-221)
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Bonds of 1980
Series CP Nos. 1-25
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—
Principal Amount $35,000,000,
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(222-232)
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Bonds of 1980
Series DP Nos. 1-11
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—
Principal Amount $10,750,000,
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(233-248)
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Bonds of 1981
Series AP Nos. 1-16
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—
Principal Amount $124,000,000,
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(249)
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Bonds of 1985
Series A
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—
Principal Amount $35,000,000,
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(250)
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Bonds of 1985
Series B
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—
Principal Amount $50,000,000,
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(251)
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Bonds of Series
PP
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—
Principal Amount $70,000,000,
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(252)
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Bonds of Series
RR
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—
Principal Amount $70,000,000,
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(253)
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Bonds of Series
EE
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—
Principal Amount $50,000,000,
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(254-255)
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Bonds of Series
MMP and MMP No. 2
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—
Principal Amount $5,430,000,
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(256)
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Bonds of Series
T
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—
Principal Amount $75,000,000,
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(257)
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Bonds of Series
U
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—
Principal Amount $75,000,000,
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(258)
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Bonds of 1986
Series B
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—
Principal Amount $100,000,000,
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(259)
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Bonds of 1987
Series D
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—
Principal Amount $250,000,000,
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5
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(260)
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Bonds of 1987
Series E
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—
Principal Amount $150,000,000,
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(261)
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Bonds of 1987
Series C
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—
Principal Amount $225,000,000,
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(262)
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Bonds of Series
V
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—
Principal Amount $100,000,000,
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(263)
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Bonds of Series
SS
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—
Principal Amount $150,000,000,
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(264)
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Bonds of 1980
Series B
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—
Principal Amount $100,000,000,
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(265)
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Bonds of 1986
Series C
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—
Principal Amount $200,000,000,
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(266)
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Bonds of 1986
Series A
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—
Principal Amount $200,000,000,
|
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(267)
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Bonds of 1987
Series B
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—
Principal Amount $175,000,000,
|
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(268)
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Bonds of Series
X
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—
Principal Amount $100,000,000,
|
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(269)
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Bonds of 1987
Series F
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—
Principal Amount $200,000,000,
|
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(270)
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Bonds of 1987
Series A
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—
Principal Amount $300,000,000,
|
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(271)
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Bonds of Series
Y
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—
Principal Amount $60,000,000,
|
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(272)
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Bonds of Series
Z
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—
Principal Amount $100,000,000,
|
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(273)
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Bonds of 1989
Series A
|
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—
Principal Amount $300,000,000,
|
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(274)
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Bonds of 1984
Series AP
|
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—
Principal Amount $2,400,000,
|
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(275)
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Bonds of 1984
Series BP
|
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—
Principal Amount $7,750,000,
|
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|
(276)
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Bonds of Series
R
|
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—
Principal Amount $100,000,000,
|
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|
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|
(277)
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Bonds of Series
S
|
|
—
Principal Amount $150,000,000,
|
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(278)
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Bonds of 1993
Series D
|
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—
Principal Amount $100,000,000,
|
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(279)
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Bonds of 1992
Series E
|
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—
Principal Amount $50,000,000,
|
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(280)
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Bonds of 1993
Series B
|
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—
Principal Amount $50,000,000,
|
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|
|
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(281)
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|
Bonds of 1989
Series BP
|
|
—
Principal Amount $66,565,000,
|
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|
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|
(282)
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|
Bonds of 1990
Series A
|
|
—
Principal Amount $194,649,000,
|
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(283)
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Bonds of 1990
Series D
|
|
—
Principal Amount $0,
|
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(284)
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Bonds of 1993
Series G
|
|
—
Principal Amount $225,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(285)
|
|
Bonds of 1993
Series K
|
|
—
Principal Amount $160,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(286)
|
|
Bonds of 1991
Series EP
|
|
—
Principal Amount $41,480,000,
|
6
|
|
|
|
|
|
|
|
|
|
|
(287)
|
|
Bonds of 1993
Series H
|
|
—
Principal Amount $50,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(288)
|
|
Bonds of 1999
Series D
|
|
—
Principal Amount $40,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(289)
|
|
Bonds of 1991
Series FP
|
|
—
Principal Amount $98,375,000,
|
|
|
|
|
|
|
|
|
|
|
|
(290)
|
|
Bonds of 1992
Series BP
|
|
—
Principal Amount $20,975,000,
|
|
|
|
|
|
|
|
|
|
|
|
(291)
|
|
Bonds of 1992
Series D
|
|
—
Principal Amount $300,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(292)
|
|
Bonds of 1992
Series CP
|
|
—
Principal Amount $35,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(293)
|
|
Bonds of 1993
Series C
|
|
—
Principal Amount $225,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(294)
|
|
Bonds of 1993
Series E
|
|
—
Principal Amount $400,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(295)
|
|
Bonds of 1993
Series J
|
|
—
Principal Amount $300,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(296-301)
|
|
Bonds of Series
KKP Nos. 10-15
|
|
—
Principal Amount $179,590,000,
|
|
|
|
|
|
|
|
|
|
|
|
(302)
|
|
Bonds of 1989
Series BP No. 2
|
|
—
Principal Amount $36,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(303)
|
|
Bonds of 1993
Series FP
|
|
—
Principal Amount $5,685,000,
|
|
|
|
|
|
|
|
|
|
|
|
(304)
|
|
Bonds of 1993
Series IP
|
|
—
Principal Amount $5,825,000,
|
|
|
|
|
|
|
|
|
|
|
|
(305)
|
|
Bonds of 1994
Series AP
|
|
—
Principal Amount $7,535,000,
|
|
|
|
|
|
|
|
|
|
|
|
(306)
|
|
Bonds of 1994
Series BP
|
|
—
Principal Amount $12,935,000,
|
|
|
|
|
|
|
|
|
|
|
|
(307)
|
|
Bonds of 1994
Series DP
|
|
—
Principal Amount $23,700,000,
|
|
|
|
|
|
|
|
|
|
|
|
(308)
|
|
Bonds of 1994
Series C
|
|
—
Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(309)
|
|
Bonds of 2000
Series A
|
|
—
Principal Amount $220,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(310)
|
|
Bonds of 2005
Series A
|
|
—
Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(311)
|
|
Bonds of 1995
Series AP
|
|
—
Principal Amount $97,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(312)
|
|
Bonds of 1995
Series BP
|
|
—
Principal Amount $22,175,000,
|
|
|
|
|
|
|
|
|
|
|
|
(313)
|
|
Bonds of 2001
Series D
|
|
—
Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(314)
|
|
Bonds of 2005
Series B
|
|
—
Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
|
|
|
|
(315)
|
|
Bonds of 2006
Series CT
|
|
—
Principal Amount $68,500,000,
|
|
|
|
|
|
|
|
|
|
|
|
(316)
|
|
Bonds of 2005
Series DT
|
|
—
Principal Amount $119,175,000, and
|
|
|
|
|
|
|
|
|
|
|
|
(317)
|
|
Bonds of 1991
Series AP
|
|
—
Principal Amount $32,375,000,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
all of which
have either been retired and cancelled, or no longer represent
obligations of the Company, having matured or having been called
for
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(318
|
)
|
|
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 eighty million eight hundred four thousand
dollars ($180,804,000) principal amount have heretofore been
retired;
|
|
|
|
|
|
|
|
|
|
|
|
|
(319
|
)
|
|
Bonds of 1990
Series C in the principal amount of Eighty-five million four
hundred seventy-five thousand dollars ($85,475,000) of which Sixty
four million nine hundred sixty one thousand dollars ($64,961,000)
principal amount have heretofore been retired;
|
|
|
|
|
|
|
|
|
|
|
|
|
(320
|
)
|
|
INTENTIONALLY
RESERVED FOR 1990 SERIES E;
|
|
|
|
|
|
|
|
|
|
|
|
|
(321
|
)
|
|
INTENTIONALLY
RESERVED FOR 1990 SERIES F;
|
|
|
|
|
|
|
|
|
|
|
|
|
(322
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(323
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(324
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(325
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(326
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(327
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(328
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(329
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(330
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(331
|
)
|
|
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;
|
8
|
|
|
|
|
|
|
|
|
|
|
|
(332
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(334
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(335
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(336
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(337
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(338
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(339
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(340
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(341
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(342
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(343
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(344
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(345
|
)
|
|
Bonds of 2005
Series C in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
|
|
|
|
|
|
|
|
|
(346
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(347
|
)
|
|
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;
|
9
|
|
|
|
|
|
|
|
|
|
|
|
(348
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(349
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(350
|
)
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(351
|
)
|
|
Bonds of 2008
Series G in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
|
|
|
|
|
|
|
|
|
(352
|
)
|
|
Bonds of 2008
Series KT 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;
|
|
|
|
|
|
|
|
|
|
|
|
|
(353
|
)
|
|
Bonds of 2008
Series J in the principal amount of Two hundred fifty million
dollars ($250,000,000), all of which are outstanding at the date
hereof; and
|
|
|
|
|
|
|
|
|
|
|
|
|
(354
|
)
|
|
Bonds of 2008
Series LT in the principal amount of Fifty million dollars
($50,000,000), all of which are outstanding at the date
hereof;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accordingly,
the Company has issued and has presently outstanding Four billion
one hundred nine million eight hundred seventy-seven thousand
dollars ($4,109,877,000) aggregate principal amount of its General
and Refunding Mortgage Bonds (the “Bonds”) at the date
hereof.
|
|
|
|
|
REASON FOR
CREATION OF NEW SERIES.
|
|
WHEREAS, the
Company intends to issue a series of Notes under the Note Indenture
herein referred to, and, pursuant to the Note Indenture, in order
to secure its obligations under the Loan Agreement dated as of
April 1, 2009 between the Company and the Michigan Strategic
Fund relating to the Michigan Strategic Fund Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company Exempt
Facilities Project), Collateralized Series 2009BT (the
“Strategic Fund Bonds”) being issued under the Trust
Indenture dated as of April 1, 2009 (the “Strategic Fund
Indenture”) between the Michigan Strategic Fund and The Bank
of New York Mellon Trust Company, N.A., as trustee (the
“Strategic Fund Bond Trustee”), 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
2009 SERIES BT.
|
|
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, 2009 Series BT,” in the
aggregate principal amount of Sixty-eight million five hundred
thousand dollars ($68,500,000), to be authenticated and delivered
pursuant to Section 8 of Article III of the Indenture;
and
|
|
|
|
|
|
|
|
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
|
10
|
|
|
|
|
|
|
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 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 FIFTY-FIFTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2009 SERIES BT
|
|
|
|
TERMS OF BONDS
OF 2009 SERIES BT.
|
|
SECTION 1. The
Company hereby creates the three hundred fifty-fifth 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, 2009 Series BT” (elsewhere herein
referred to as the “bonds of 2009 Series BT”). The
aggregate principal amount of bonds of 2009 Series BT shall be
limited to Sixty-eight million five hundred thousand dollars
($68,500,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to exchanges
and replacements of bonds.
|
|
|
|
|
|
|
|
Subject to the
release provisions set forth below, each bond of 2009
Series BT is to be irrevocably assigned to, and registered in
the name of, The Bank of New York Mellon 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,
|
11
|
|
|
|
|
|
|
1993, as
supplemented (the “Note Indenture”), between the Note
Indenture Trustee and the Company, to secure payment of the
Company’s 2009 Series BT 6.00% Senior Notes due 2036 (for
purposes of this Part I, the “Notes”).
|
|
|
|
|
|
|
|
The bonds of
2009 Series BT shall be issued as registered bonds without
coupons in denominations of a multiple of $5,000. The bonds of 2009
Series BT shall be issued in the aggregate principal amount of
$68,500,000, shall mature on December 1, 2036 (subject to
earlier redemption or release) and shall bear interest at the rate
of 6.00% per annum, payable semi-annually in arrears on June 1 and
December 1 of each year (commencing December 1, 2009), 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
2009 Series BT 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 2009
Series BT 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.
|
|
|
|
|
|
|
|
Except as
provided herein, each bond of 2009 Series BT shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the next preceding date to which
interest has been paid on bonds of 2009 Series BT, 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
the first date on which interest is payable on the Strategic Fund
Bonds, in which case interest shall be payable from April 1,
2009.
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The bonds of
2009 Series BT 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 2009 Series BT). Until bonds of 2009
Series BT 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 2009
Series BT in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 2009
Series BT, if any, may be printed and may be issued in
authorized denominations in substantially the form of definitive
bonds of 2009 Series BT, 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 2009 Series BT 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 record date
for the Strategic Fund Bonds with respect to 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 2009 Series
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BT, 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 2009
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