<PAGE>
EXHIBIT 4.2
INDENTURE
DATED AS OF AUGUST 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 DT,
AND
(B) RECORDING AND FILING DATA
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
PARTIES...................................................................................
3
RECITALS..................................................................................
3
Original
Indenture and
Supplementals................................................
3
Issue of
Bonds Under
Indenture......................................................
3
Bonds
Heretofore
Issued.............................................................
4
Reason for
Creation of New
Series...................................................
12
Bonds to
be 2005 Series
DT..........................................................
12
Further
Assurance...................................................................
12
Authorization of Supplemental
Indenture............................................. 12
Consideration for Supplemental
Indenture............................................ 13
PART I. CREATION OF THREE HUNDRED
FORTY-THIRD SERIES OF BONDS, GENERAL AND
REFUNDING MORTGAGE BONDS, 2005 SERIES
DT......................................... 13
Sec. 1.
Terms of Bonds of 2005 Series
DT............................................ 13
Sec. 2.
Release.....................................................................
16
Sec. 3.
Redemption of Bonds of 2005 Series
DT....................................... 16
Sec. 4.
Redemption of Bonds of 2005 Series DT in Event of Acceleration
of
Notes or in Event of Redemption of Notes Upon Acceleration of
Strategic Fund
Bonds........................................................
16
Sec. 5.
Form of Bonds of 2005 Series
DT............................................. 17
Form of Trustee's
Certificate...............................................
21
PART II. RECORDING AND FILING
DATA........................................................
22
Recording
and Filing of Original
Indenture.......................................... 22
Recording
and Filing of Supplemental
Indentures..................................... 22
Recording
of Certificates of Provision for
Payment.................................. 26
PART III. THE
TRUSTEE.....................................................................
27
Terms and
Conditions of Acceptance of Trust by
Trustee.............................. 27
PART IV.
MISCELLANEOUS....................................................................
27
Confirmation of Section 318(c) of Trust Indenture
Act............................... 27
Execution
in
Counterparts...........................................................
27
Testimonium.........................................................................
27
Execution
by
Company................................................................
28
Acknowledgment of Execution by
Company.............................................. 29
Execution
by
Trustee................................................................
30
Acknowledgment of Execution by
Trustee.............................................. 31
Affidavit
as to Consideration and Good
Faith........................................ 32
</TABLE>
---------------
* This Table of
Contents shall not have any bearing upon the interpretation
of any of
the terms or provisions of this Indenture.
2
<PAGE>
PARTIES.
SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, 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 its
INDENTURE AND Mortgage and Deed of Trust
(hereinafter referred to as the
SUPPLEMENTALS. "Original Indenture"), dated as of
October 1, 1924, to the
Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions
of the Original Indenture, indentures dated as of,
respectively,
June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931,
October 1, 1932, September 25, 1935, September 1, 1936,
November
1, 1936, February 1, 1940, December 1, 1940, September 1, 1947,
March 1, 1950, November 15, 1951, January 15, 1953, May 1,
1953,
March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959,
December 1, 1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November 15, 1971,
January 15, 1973, May 1, 1974, October 1, 1974, January 15,
1975, November 1, 1975, December 15, 1975, February 1, 1976,
June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August
15, 1980, August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985,
May
15, 1985, October 15, 1985, April 1, 1986, August 15, 1986,
November 30, 1986, January 31, 1987, April 1, 1987, August 15,
1987, November 30, 1987, June 15, 1989, July 15, 1989, December
1, 1989, February 15, 1990, November 1, 1990, April 1, 1991,
May
1, 1991, May 15, 1991, September 1, 1991, November 1, 1991,
January 15, 1992, February 29, 1992, April 15, 1992, July 15,
1992, July 31, 1992, November 30, 1992, December 15, 1992,
January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993,
April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993,
September 15, 1993,
March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 1995, August 1, 1999, August
15, 1999 and January 1, 2000, April 15, 2000, August 1, 2000,
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
and April 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
3
<PAGE>
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
-- Principal Amount
$26,016,000,
Series A
(2)
Bonds of
-- Principal Amount
$23,000,000,
Series B
(3)
Bonds of
-- Principal Amount
$20,000,000,
Series C
(4)
Bonds of
-- Principal Amount
$50,000,000,
Series D
(5)
Bonds of
-- Principal Amount
$15,000,000,
Series E
(6)
Bonds of
-- Principal Amount
$49,000,000,
Series F
(7)
Bonds of
-- Principal Amount
$35,000,000,
Series G
(8)
Bonds of
-- Principal Amount
$50,000,000,
Series H
(9)
Bonds of
-- Principal Amount
$60,000,000,
Series I
(10)
Bonds of
-- Principal Amount
$35,000,000,
Series J
(11)
Bonds of
-- Principal Amount
$40,000,000,
Series K
(12)
Bonds of
-- Principal Amount
$24,000,000,
Series L
(13)
Bonds of
-- Principal Amount
$40,000,000,
Series M
(14)
Bonds of
-- Principal Amount
$40,000,000,
Series N
(15)
Bonds of
-- Principal Amount
$60,000,000,
Series O
4
<PAGE>
(16)
Bonds of
-- Principal Amount
$70,000,000,
Series P
(17)
Bonds of
--
Principal Amount
$40,000,000,
Series Q
(18)
Bonds of
-- Principal Amount
$50,000,000,
Series W
(19)
Bonds of
-- Principal Amount
$100,000,000,
Series AA
(20)
Bonds of
-- Principal Amount
$50,000,000,
Series BB
(21)
Bonds of
-- Principal Amount
$50,000,000,
Series CC
(22)
Bonds of
-- Principal Amount
$100,000,000,
Series UU
(23-31)
Bonds of
-- Principal Amount
$14,305,000,
Series DDP
Nos. 1-9
(32-45)
Bonds of
-- Principal Amount
$45,600,000,
Series FFR
Nos. 1-14
(46-67)
Bonds of
-- Principal Amount
$42,300,000,
Series GGP
Nos. 1-22
(68)
Bonds of
-- Principal Amount
$50,000,000,
Series HH
(69-90)
Bonds of
-- Principal Amount
$3,750,000,
Series IIP
Nos. 1-22
(91-98)
Bonds of
-- Principal Amount
$6,850,000,
Series JJP
Nos. 1-8
(99-107)
Bonds of
-- Principal Amount
$34,890,000,
Series KKP
Nos. 1-9
(108-122)
Bonds of
-- Principal Amount
$8,850,000,
Series LLP
Nos. 1-15
5
<PAGE>
(123-143)
Bonds of
-- Principal Amount
$47,950,000,
Series NNP
Nos. 1-21
(144-161)
Bonds of
-- Principal Amount
$18,880,000,
Series OOP
Nos. 1-18
(162-180)
Bonds of
-- Principal Amount
$13,650,000,
Series QQP
Nos. 1-19
(181-195)
Bonds of
-- Principal Amount
$3,800,000,
Series TTP
Nos. 1-15
(196)
Bonds of
1980
-- Principal Amount
$50,000,000,
Series A
(197-221)
Bonds of 1980
-- Principal Amount
$35,000,000,
Series CP
Nos. 1-25
(222-232)
Bonds of 1980
-- Principal Amount
$10,750,000,
Series DP
Nos. 1-11
(233-248)
Bonds of 1981
-- Principal Amount
$124,000,000,
Series AP
Nos. 1-16
(249)
Bonds of
1985
-- Principal Amount
$35,000,000,
Series A
(250)
Bonds of
1985
-- Principal Amount
$50,000,000,
Series B
(251)
Bonds of
-- Principal Amount
$70,000,000,
Series PP
(252)
Bonds of
-- Principal Amount
$70,000,000,
Series RR
(253)
Bonds of
-- Principal Amount
$50,000,000,
Series EE
(254-255)
Bonds of
-- Principal Amount
$5,430,000,
Series MMP and
MMP No. 2
(256)
Bonds of
-- Principal Amount
$75,000,000,
Series T
6
<PAGE>
(257)
Bonds of
-- Principal Amount
$75,000,000,
Series U
(258)
Bonds of
1986
-- Principal Amount
$100,000,000,
Series B
(259)
Bonds of
1987
-- Principal Amount
$250,000,000,
Series D
(260)
Bonds of
1987
-- Principal Amount
$150,000,000,
Series E
(261)
Bonds of
1987
-- Principal Amount
$225,000,000,
Series C
(262)
Bonds of
-- Principal Amount
$100,000,000,
Series V
(263)
Bonds of
-- Principal Amount
$150,000,000,
Series SS
(264)
Bonds of
1980
-- Principal Amount
$100,000,000,
Series B
(265)
Bonds of
1986
-- Principal Amount
$200,000,000,
Series C
(266)
Bonds of
1986
-- Principal Amount
$200,000,000,
Series A
(267)
Bonds of
1987
-- Principal Amount
$175,000,000,
Series B
(268)
Bonds of
-- Principal Amount
$100,000,000,
Series X
(269)
Bonds of
1987
-- Principal Amount
$200,000,000,
Series F
(270)
Bonds of
1987
-- Principal Amount
$300,000,000,
Series A
(271)
Bonds of
-- Principal Amount
$60,000,000,
Series Y
(272)
Bonds of
-- Principal Amount
$100,000,000,
Series Z
(273)
Bonds of
1989
-- Principal Amount
$300,000,000,
Series A
(274)
Bonds of 1984
-- Principal Amount
$2,400,000,
Series AP
7
<PAGE>
(275)
Bonds of
1984
-- Principal Amount
$7,750,000,
Series BP
(276)
Bonds of
-- Principal Amount
$100,000,000,
Series R
(277)
Bonds of
-- Principal Amount
$150,000,000,
Series S
(278)
Bonds of
1993
-- Principal Amount
$100,000,000,
Series D
(279)
Bonds of
1992
-- Principal Amount
$50,000,000,
Series E
(280)
Bonds of
1993
-- Principal Amount
$50,000,000,
Series B
(281)
Bonds of
1989
-- Principal Amount
$66,565,000,
Series BP
(282)
Bonds of
1990
-- Principal Amount
$194,649,000,
Series A
(283)
Bonds of
1990
-- Principal Amount
$0,
Series D
(284)
Bonds of
1993
-- Principal Amount
$225,000,000,
Series G
(285)
Bonds of
1993
-- Principal Amount
$160,000,000,
Series K
(286)
Bonds of
1991
-- Principal Amount
$41,480,000,
Series EP
(287)
Bonds of
1993
-- Principal Amount
$50,000,000,
Series H
(288)
Bonds of
1999
-- Principal Amount
$40,000,000,
Series D
(289) Bonds of
1991
-- Principal Amount
$98,375,000,
Series FP
(290)
Bonds of
1992
-- Principal Amount
$20,975,000,
Series BP
(291)
Bonds of
1992
-- Principal Amount
$300,000,000,
Series D
8
<PAGE>
(292)
Bonds of
1992
-- Principal Amount
$35,000,000,
Series CP
(293)
Bonds of
1993
-- Principal Amount
$225,000,000,
Series C
(294)
Bonds of
1993
-- Principal Amount
$400,000,000,
Series E
(295)
Bonds of
1993
-- Principal Amount
$300,000,000,
Series J
(296-301)
Bonds of Series KKP
--
Principal Amount
$179,590,000,
Nos. 10-15
(302)
Bonds of
1989 Series -- Principal Amount $36,000,000,
BP No. 2
(303)
Bonds of
1993 Series -- Principal Amount $5,685,000,
FP
(304)
Bonds of
1993 Series -- Principal Amount $5,825,000,
IP
(305)
Bonds of
1994 Series -- Principal Amount $7,535,000,
AP
(306)
Bonds of
1994 Series -- Principal Amount $12,935,000,
BP
(307)
Bonds of
1994
-- Principal Amount
$23,700,000,
Series DP
(308)
Bonds of
1994
-- Principal Amount
$200,000,000, and
Series C
(309)
Bonds of
2000
-- Principal Amount
$220,000,000;
Series A
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;
(310)
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 and four million
six hundred seventy-six thousand dollars ($104,676,000)
principal amount are outstanding at the date hereof;
9
<PAGE>
(311)
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 and 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;
(312)
INTENTIONALLY RESERVED FOR 1990 SERIES E;
(313)
INTENTIONALLY RESERVED FOR 1990 SERIES F;
(314)
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;
(315)
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;
(316)
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;
(317)
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;
(318)
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;
(319)
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;
(320)
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;
(321)
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;
(322)
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;
(323)
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;
(324)
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;
10
<PAGE>
(325)
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;
(326)
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;
(327)
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;
(328)
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;
(329)
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;
(330)
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;
(331)
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;
(332)
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;
(333)
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;
(334)
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;
(335)
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;
(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;
(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;
11
<PAGE>
(341)
INTENTIONALLY RESERVED FOR 2005 SERIES AR; and
(342)
INTENTIONALLY RESERVED FOR 2005 SERIES BR;
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 a series of Notes under
CREATION OF the Note
Indenture herein referred to, and, pursuant to the Note
NEW SERIES. Indenture, in
order to secure its obligations to XL Capital
Assurance Inc., an insurance company incorporated under the
laws
of the State of New York (the "Insurer"), under the Insurance
Agreement dated as of August 1, 2005 (the "Insurance
Agreement")
among the Company, the Insurer and the Strategic Fund Bond
Trustee relating to the financial guaranty insurance policy
issued by the Insurer with respect to the Michigan Strategic
Fund Variable Rate Limited Obligation Refunding Revenue Bonds
(The Detroit Edison Company Exempt Facilities Project), Series
2005DT (the "Strategic Fund Bonds") being issued under the
Trust
Indenture dated as of August 1, 2005 (the "Strategic Fund
Indenture") between the Michigan Strategic Fund and J.P. Morgan
Trust Company, National Association, as trustee (the "Strategic
Fund Bond Trustee"), and 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 WHEREAS, for
such purpose the Company desires by this
2005 SERIES Supplemental
Indenture to create a new series of bonds, to be
DT.
designated "General and Refunding Mortgage Bonds, 2005 Series
DT" in the aggregate principal amount of one hundred nineteen
million one hundred seventy-five thousand dollars
($119,175,000), to be authenticated and delivered pursuant to
Section 8 of Article III of the Indenture; and
FURTHER
WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE. 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 WHEREAS, the Company in the
exercise of the powers and authority
OF
conferred upon and reserved to it under and by virtue of the
SUPPLEMENTAL provisions of the
Indenture, and pursuant to resolutions of its
INDENTURE. 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
12
<PAGE>
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 NOW, THEREFORE, THIS
INDENTURE WITNESSETH: That The Detroit
FOR
Edison Company, in consideration of the premises and of the
SUPPLEMENTAL covenants contained in
the Indenture and of the sum of One
INDENTURE. 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-THIRD
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2005
SERIES DT
TERMS OF
SECTION 1. The Company hereby creates the three hundred
BONDS OF
forty-third series of bonds to be issued under and secured by
2005 SERIES the Original
Indenture as amended to date and as further amended
DT.
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 DT"
(elsewhere herein referred to as the "bonds of 2005 Series
DT").
The aggregate principal amount of bonds of 2005 Series DT shall
be limited to one hundred nineteen million one hundred
seventy-five thousand dollars ($119,175,000), 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
2005 Series DT 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, as supplemented (the "Note Indenture"),
between the Note Indenture Trustee and the Company, to secure
payment of the Company's 2005 Series DT Variable Rate Senior
Notes due 2029 (for purposes of this Part I, the "Notes").
The bonds of 2005 Series DT shall be issued as registered bonds
without coupons in denominations of a multiple of $1,000. The
bonds of 2005 Series DT shall be issued in the aggregate
principal amount of $119,175,000, shall mature on August 1,
2029
(subject to earlier redemption or release) and shall bear
interest at the rate of interest established for the Strategic
Fund Bonds from time to time in accordance with the Strategic
Fund Indenture, payable on such dates as interest shall be
payable on the Strategic Fund Bonds, 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
13
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been discharged as provided in the Indenture.
The bonds of 2005 Series DT 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 DT 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 DT 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 2005
Series DT, 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 August 17, 2005.
The bonds of 2005 Series DT in definitive form shall be, at the
election of the Company, fully engraved or shall be
lithographed
or printed in authorized denominations as aforesaid and
numbered
1 and upwards (with such further designation as may be
appropriate and desirable to indicate by such designation the
form, series and denomination of bonds of 2005 Series DT).
Until
bonds of 2005 Series DT 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 DT in temporary form, as provided
in Section 10 of Article II of the Indenture. Temporary bonds
of
2005 Series DT, if any, may be printed and may be issued in
authorized denominations in substantially the form of
definitive
bonds of 2005 Series DT, 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 DT 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 2005
Series DT, 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 DT issued
upon
transfer or exchange thereof) on the date of payment of such
defaulted interest or, at t
