exv4w270






Exhibit 4-270




 

 




THE DETROIT EDISON COMPANY

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

TRUSTEE




 





THIRTY-FIRST SUPPLEMENTAL INDENTURE



DATED AS OF AUGUST 1, 2010



 





SUPPLEMENTING THE COLLATERAL TRUST INDENTURE

DATED AS OF JUNE 30, 1993

PROVIDING FOR

2010 SERIES B 3.45% SENIOR NOTES DUE 2020



 

 










 









 














     SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, 2010, between THE DETROIT EDISON
COMPANY, a corporation organized and existing under the laws of the State of Michigan (the
“Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
organized under the laws of the United States of America, having a corporate trust office in the
City of Detroit, Michigan, as successor trustee (the “Trustee”);



     WHEREAS, the Company has heretofore executed and delivered to the Trustee a Collateral Trust
Indenture dated as of June 30, 1993 (the “Original Indenture”), as supplemented, providing for the
issuance by the Company from time to time of its debt securities; and



     WHEREAS, the Company now desires to provide for the issuance of an additional series of its
senior debt securities pursuant to the Original Indenture; and



     WHEREAS, the Company intends hereby to designate a series of debt securities which shall have
the benefit of the provisions of Article Four of the Original Indenture and the other related
provisions of the Original Indenture relating to the grant of security, subject to the release
provisions provided for herein, and which shall have the terms and variations from the provisions
of the Original Indenture as set forth herein; and



     WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant
to appropriate resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Thirty-First Supplemental Indenture to the Original Indenture as
permitted by Sections 201 and 301 of the Original Indenture in order to establish the form or terms
of, and to provide for the creation and issue of, a series of its debt securities under the
Original Indenture, which shall be known as the 2010 Series B 3.45% Senior Notes due 2020.



     WHEREAS, all things necessary to make such debt securities, when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms
and subject to the conditions hereinafter and in the Original Indenture set forth against payment
therefor, the valid, binding and legal obligations of the Company and to make this Thirty-First
Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;



     NOW, THEREFORE, THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, in order to
establish the terms of a series of debt securities, and for and in consideration of the premises
and of the covenants contained in the Original Indenture and in this Thirty-First Supplemental
Indenture and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows:



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ARTICLE ONE




DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION



     SECTION 1.01. Definitions. Each capitalized term that is used herein and is defined in the
Original Indenture shall have the meaning specified in the Original Indenture unless such term is
otherwise defined herein. The following terms shall have the respective meanings set forth below:



     “Business Day” means any day other than a day on which banking institutions in the State of
New York or the State of Michigan are authorized or obligated pursuant to law or executive order to
close.



     “Capitalization” means the total of all the following items appearing on, or included in, the
consolidated balance sheet of the Company: (i) liabilities for indebtedness maturing more than 12
months from the date of determination; and (ii) common stock, common stock expense, accumulated
other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and
retained earnings (however the foregoing may be designated), less, to the extent not otherwise
deducted, the cost of shares of capital stock of the Company held in its treasury, if any. Subject
to the foregoing, Capitalization shall be determined in accordance with generally accepted
accounting principles and practices applicable to the type of business in which the Company is
engaged and may be determined as of a date not more than 60 days prior to the happening of the
event for which the determination is being made. In connection with such determination, the
Company shall certify to the Trustee that it has, prior to making its final determination,
consulted with the independent accountants regularly retained by the Company.



     “Debt” means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or
other securities, or guarantees of any debt.



     “Net Tangible Assets” means the amount shown as total assets on the consolidated balance sheet
of the Company, less (i) intangible assets including, but without limitation, such items as
goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other
regulatory assets carried as an asset on the Company’s consolidated balance sheet, and (ii)
appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be
determined in accordance with generally accepted accounting principles and practices applicable to
the type of business in which the Company is engaged and may be determined as of a date not more
than 60 days prior to the happening of the event for which such determination is being made. In
connection with such determination, the Company shall certify to the Trustee that it has, prior to
making its final determination, consulted with the independent accountants regularly retained by
the Company.



     “Original Issue Date” means August 19, 2010.



     “Pledged Bonds” means the related series of Bonds (as hereafter defined) and any other
Mortgage Bonds issued to secure Securities subject to the release provisions provided herein or in
any other supplemental indenture to the Original Indenture.



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     “Release Date” means the date as of which all Mortgage Bonds, (i) other than the Pledged
Bonds, including the related series of Bonds, and (ii) other than outstanding Mortgage Bonds
(exclusive of Pledged Bonds) which do not in aggregate principal amount exceed the greater of 5% of
the Net Tangible Assets of the Company or 5% of the Capitalization of the Company, have been
retired through payment, redemption or otherwise, provided that no default or Event of Default has
occurred and, at such time, is continuing under the Original Indenture.



     “Substitute Mortgage” means a mortgage indenture of the Company, other than the Mortgage,
designated by the Company to the Trustee as a Substitute Mortgage pursuant to Section 4.03 hereof.
The lien of the Substitute Mortgage shall have such priority, and be with respect to such property,
as shall be specified by the Company in its sole discretion, subject to the provisions of Section
4.03 hereof.



     “Substitute Mortgage Bonds” means any mortgage bonds issued by the Company under a Substitute
Mortgage and delivered to the Trustee pursuant to Section 4.03 hereof or pursuant to the comparable
provision of any other supplemental indenture relating to Securities subject to the release
provisions.



     SECTION 1.02. Section References. Each reference to a particular section set forth in this
Thirty-First Supplemental Indenture shall, unless the context otherwise requires, refer to this
Thirty-First Supplemental Indenture.



ARTICLE TWO




TITLE AND TERMS OF THE SECURITIES



     SECTION 2.01. Title of the Securities; Stated Maturity. This Thirty-First Supplemental
Indenture hereby establishes a series of Securities, which shall be known as the Company’s “2010
Series B 3.45% Senior Notes due 2020” (the “Notes”). For purposes of the Original Indenture, the
Notes shall constitute a single series of Securities. The Stated Maturity on which the principal
of the Notes shall be due and payable will be October 1, 2020.



     SECTION 2.02. Certain Variations from the Original Indenture.



     (a) The Notes shall have the benefit of the provisions of Article Four of the Original
Indenture and shall have the benefit of, or be subject to, the other related provisions of the
Original Indenture relating to the grant of security, including (for avoidance of doubt and not for
purposes of limitation) the Granting Clause, the definitions of “Deliverable Mortgage Bonds,”
“Deliverable Securities,” “Designated Mortgage Bonds,” “Grant,” “Mortgage,” “Mortgage Bonds,”
“Mortgage Trustee,” “Previously Delivered Mortgage Bonds,” and “Trust Estate,” Section 301(20),
Sections 301(a)(v), (ix), (x) and (xi), Sections 301(b)(ii) and (iii), Section 301(d), and Sections
601(4) and (8), subject, in each case, to the release provisions provided for in Section 4.02
herein.



     (b) Section 503 of the Original Indenture shall apply to the Notes. The following shall be an
additional condition to defeasance of the Notes under Section 503: the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal
Revenue Service a letter ruling, or there has been published by the Internal Revenue



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Service a Revenue Ruling, or (ii) since the date of execution of this Thirty-First
Supplemental Indenture, there has been a change in the applicable U.S. Federal income tax law, in
either case to the effect that, the Holders of such Outstanding Notes appertaining thereto will not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance
and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred, and, also, to the
effect that, after the 123rd day after the date of deposit, all money and other property
as provided pursuant to Section 503 of the Original Indenture (including the proceeds thereof)
deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to
Section 503 of the Original Indenture to be held in trust will not be subject to any case or
proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State
bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in
respect of the Company issued in connection therewith.




     SECTION 2.03. Amount and Denominations; DTC



     (a) The aggregate principal amount of Notes that may be issued under this Thirty-First
Supplemental Indenture is limited to $300,000,000 (except as provided in Section 301(2) of the
Original Indenture); provided that the Company may, without the consent of the Holders of the
Outstanding Notes, “reopen” the series of the Notes so as to increase the aggregate principal
amount of the Notes Outstanding in compliance with the procedures set forth in the Original
Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have
the same terms, conditions and CUSIP number (including, without limitation, rights to security and
to receive accrued and unpaid interest) as the Notes then Outstanding. No additional Notes may be
issued if an Event of Default has occurred with respect to the Notes. The Notes shall be issuable
only in fully registered form and, as permitted by Section 301 and Section 302 of the Original
Indenture, in denominations of $1,000 and integral multiples thereof. The Notes will initially be
issued in global form (the “Global Securities”) under a book-entry system, registered in the name
of The Depository Trust Company, as depository (“DTC”), or its nominee, which is hereby designated
as “Depository” under the Indenture.



     (b) If (i) the Depository notifies the Company that it is unwilling or unable to continue as
Depository for such Global Security or if at any time such Depository ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, and, in either such case, the Company
does not appoint a successor Depository within 90 days thereafter, or (ii) there shall have
occurred and be continuing an Event of Default or an event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default, certificates for the Notes will be
registered and delivered to the Holders of record. Upon receipt of a withdrawal request from the
Company, the Depository will notify its participants of the receipt of a withdrawal request from
the Company, notifying participants that they may utilize the Depository’s withdrawal procedures
if they wish to withdraw their securities from the Depository. To the extent that the book-entry
system is discontinued, or if the Company fails to appoint a successor Depository, certificates
for the Notes will be registered and delivered to the Holders of record.



     SECTION 2.04. Certain Terms of the Notes.



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     (a) The Notes shall bear interest at the rate of 3.45% per annum on the principal amount
thereof from the date of original issuance, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until the principal of the Notes becomes due and
payable, and on any overdue principal and premium and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of interest at the same rate per
annum during such overdue period. Interest on the Notes will be payable semi-annually in arrears
on April 1 and October 1 of each year (each such date, an “Interest Payment Date”), commencing
April 1, 2011. The amount of interest payable for any period shall be computed on the basis of a
360-day year and twelve 30-day months.



     (b) In the event that any Interest Payment Date, redemption date or other date of Maturity of
the Notes is not a Business Day, then payment of the amount payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay), in each case with the same force and effect as if made on such date.
The interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the
person in whose name the Note (or one or more Predecessor Securities, as defined in the Original
Indenture) is registered at the close of business on the relevant record date for such interest
installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the
relevant Interest Payment Date (the “Regular Record Date”). Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders
on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to
the registered Holders of the Notes not less than ten days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Original Indenture. The principal of, and
premium, if any, and the interest on the Notes shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin
or currency of the United States of America that at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest may be made at the option
of the Company by check mailed to the registered Holder at the close of business on the Regular
Record Date at such address as shall appear in the Security Register. Notwithstanding the
foregoing, so long as the Notes are Global Securities and are held in book-entry form through the
facilities of the Depository, payments on the Notes will be made to the Depository or its nominee
in accordance with arrangements then in effect between the Trustee and the Depository.



     (c) The Notes are not subject to repayment at the option of the Holders thereof and are not
subject to any sinking fund. As provided in the form of Notes attached hereto as Exhibit A, the
Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated
Maturity of the principal thereof on the terms set forth therein. Except as modified in the form
of Notes, redemptions shall be effected in accordance with Article Twelve of the Original
Indenture.



     (d) The Notes shall have such other terms and provisions as are set forth in the form of Notes
attached hereto as Exhibit A (which is incorporated by reference in and made a part of this
Thirty-First Supplemental Indenture as if set forth in full at this place).



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     SECTION 2.06. Form of Notes. Attached hereto as Exhibit A is the form of the Notes. On and
after the Release Date, the terms of the Notes shall be amended to make appropriate reference to
the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders
shall not be required in connection with such amendment.



ARTICLE THREE




RESERVED



ARTICLE FOUR



SECURITY AND RELEASE PROVISIONS



     SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and pursuant to Article
Four of the Original Indenture, the Notes will be secured as to payments of principal, interest and
premium, if any, by a series of Mortgage Bonds (the “General and Refunding Mortgage Bonds, 2010
Series B”, the “Bonds,” the “Bonds of the related series” or the “related series of Bonds”) of the
Company to be issued concurrently with the issuance of the Notes under and secured by a Mortgage
and Deed of Trust, dated as of October 1, 1924, between the Company and The Bank of New York Mellon
Trust Company, N.A., as successor trustee (the “Mortgage Trustee”), as amended and supplemented by
various supplemental indentures, including the supplemental indenture, dated as of August 1, 2010,
creating the Bonds (collectively, the “Mortgage”), pledged by the Company for the benefit of the
Holders of the Notes to the Trustee under this Thirty-First Supplemental Indenture. The Bonds
shall be issued in an aggregate principal amount equal to the aggregate principal amount of the
Notes.



     SECTION 4.02. Release. Until the Release Date and subject to Article Four of the Original
Indenture, the Bonds of the related series issued and delivered to the Trustee shall serve as
security for any and all obligations of the Company under all Notes from time to time Outstanding,
including, but not limited to (1) the full and prompt payment of the principal and premium, if any,
on the Notes when and as the same shall become due and payable in accordance with the terms and
provisions of the Indenture or the Notes, either at the Stated Maturity thereof, upon acceleration
of the maturity thereof, upon redemption, or otherwise, and (2) the full and prompt payment of any
interest on the Notes when and as the same shall become due and payable in accordance with the
terms and provisions of this Indenture or the Notes including, if and to the extent provided for in
the Notes, interest on overdue installments of principal and (to the extent permitted by law)
interest on overdue installments of interest.



     Each supplemental indenture to the Mortgage pursuant to which any Bonds are issued shall
contain a provision to the effect that any payment by the Company hereunder of principal of or
premium or interest on Notes which shall have been authenticated and delivered in connection with
the issuance and delivery to the Trustee of such Bonds (other than by the application of the
proceeds of a payment in respect of such Bonds) shall to the extent thereof, be deemed to satisfy
and discharge the obligation of the Company, if any, to make a payment of principal, premium or
interest, as the case may be, in respect of such Bonds which is then due.



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     Notwithstanding anything in the Original Indenture to the contrary, and provided that
Substitute Mortgage Bonds have been delivered in accordance with Section 4.03 hereof, from and
after the Release Date, the obligation of the Company to make payment with respect to the principal
of and premium, if any, and interest on the Bonds shall be deemed satisfied and discharged as
provided in the supplemental indenture or indentures to the Mortgage creating such Bonds and the
Bonds shall cease to secure in any manner Notes theretofore or subsequently issued; the Trustee
shall thereupon surrender the Bonds to the Mortgage Trustee for cancellation and execute and
deliver such proper instruments of release as may be required. From and after the Release Date,
all Notes, whether theretofore or subsequently issued, shall be secured by Substitute Mortgage
Bonds pursuant to Section 4.03 below, and any conditions to the issuance of Notes that refer or
relate to Bonds or the Mortgage shall be inapplicable (except as such conditions shall be deemed to
refer to Substitute Mortgage Bonds or a Substitute Mortgage pursuant to Section 4.03 below). From
and after the Release Date, the Company shall not issue any additional Mortgage Bonds, including
Pledged Bonds, under the Mortgage. Notice of the occurrence of the Release Date shall be given by
the Trustee to the Holders of the Notes in the manner provided for in the Original Indenture not
later than 30 days after the Company notifies the Trustee of the occurrence of the Release Date.



     In connection with the establishment of the occurrence of the Release Date, the Trustee shall
be entitled to receive, may presume the correctness of, and shall be fully protected in relying
upon, an Officers’ Certificate designating the Release Date and stating that the conditions to the
occurrence of the Release Date have been satisfied.



     When the obligation of the Company to make payments with respect to the principal of, and
premium, if any, and interest on all or any part of the Bonds shall be satisfied or deemed
satisfied pursuant to the Original Indenture or pursuant to this Thirty-First Supplemental
Indenture, the Trustee shall, upon written request of the Company, deliver to the Company without
charge therefor all of the Bonds so satisfied or deemed satisfied, together with such appropriate
instruments of transfer or release as may be reasonably requested by the Company. All Bonds
delivered to the Company in accordance with this Section shall be delivered by the Company to the
Mortgage Trustee for cancellation.



     SECTION 4.03. Substitute Mortgage Bonds.



     (a) The Company shall notify the Trustee not less than 90 days prior to the Release Date (or
such shorter period as the Company and the Trustee may agree) that the Company will deliver to the
Trustee on the Release Date Substitute Mortgage Bonds in an aggregate principal amount equal to the
aggregate principal amount of Notes and any other Securities subject to the release provisions
Outstanding on the Release Date, in trust for the benefit of the Holders from time to time of the
Notes and any other Securities subject to the release provisions issued under the Original
Indenture, as supplemented, as security for any and all obligations of the Company under the Notes
and any other Securities subject to the release provisions, including but not limited to, (1) the
full and prompt payment of the principal of and premium, if any, on the Notes and any other
Securities subject to the release provisions when and as the same shall become due and payable in
accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes
or such other Securities subject to the release provisions, either at the stated maturity thereof,
upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment
of any interest on the Notes and any other Securities subject to the release provisions



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when and as the same shall become due and payable in accordance with the terms and provisions
of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the
release provisions.




     (b) The Company shall deliver such Substitute Mortgage Bonds described in Section 4.03(a) in
separate series and issues corresponding to the series and issues of Notes and other Securities
subject to the release provisions Outstanding on or prior to the Release Date, each series or issue
of Substitute Mortgage Bonds having the same stated rate or rates of interest (or interest
calculated in the same manner), Interest Payment Dates, stated maturity date and redemption
provisions, and in the same aggregate principal amount, as the related series or issue of Notes or
other Securities subject to the release provisions outstanding on the Release Date; it being
expressly understood that each such series of Substitute Mortgage Bonds shall be held by the
Trustee for the benefit of the Holders of the corresponding series of Securities from time to time
Outstanding subject to such terms and conditions relating to surrender to the Company, transfer
restrictions, voting, application of payments of principal and interest and other matters as shall
be set forth in an indenture supplemental hereto specifically providing for the delivery to the
Trustee of such Substitute Mortgage Bonds. Such Substitute Mortgage Bonds shall be issued under
and secured by a Substitute Mortgage (A) on which the Company shall be the obligor; and (B) which
shall be qualified, or shall meet the requirements for qualification, under the Trust Indenture Act
for the issuance of Substitute Mortgage Bonds.



     (c) On or prior to the Release Date the Company shall have delivered to the Trustee:




(A) a supplemental indenture to the Original Indenture that provides among other things,
that on the delivery of the Substitute Mortgage Bonds described in Section 4.03(b), the
Company shall deliver to the Trustee in trust for the benefit of the Holders as described
in Section 4.03(a) hereof, and the Trustee shall accept therefor, related series of
Substitute Mortgage Bonds registered in the name of the Trustee and conforming to the
requirements herein and therein specified;




(B) an Officer’s Certificate (1) stating that, to the knowledge of the signer, (a) no Event
of Default has occurred and is continuing and (b) no event has occurred and is continuing
which entitles the secured party under the Substitute Mortgage to accelerate the maturity
of the indebtedness outstanding thereunder and (2) stating the aggregate principal amount
of indebtedness issuable, and then proposed to be issued, under and secured by the lien of
the Substitute Mortgage; and




(C) an Opinion of Counsel to the effect that (1) such Substitute Mortgage Bonds have been
duly issued under such Substitute Mortgage and constitute valid obligations, entitled to
the benefit of the lien of the Substitute Mortgage equally and ratably with all other
indebtedness then outstanding secured by such lien and (2) such Substitute Mortgage is a
lien on substantially all of the Company’s tangible properties (including real property)
used in its electric utility business, and will constitute a lien on any such properties
thereafter acquired; and there is no other lien securing indebtedness on substantially all
of such properties prior to the lien of the Substitute Mortgage, except for the lien of the
Mortgage.



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     (d) On or prior to the Release Date the Company shall provide an Officer’s Certificate stating
that the Company has been advised in writing, within not more than 30 days prior to such
substitution of the Substitute Mortgage Bonds for the Mortgage Bonds, by at least two credit rating
agencies qualifying as “nationally recognized statistical rating organizations” (as defined by the
Securities Exchange Act of 1934, as amended) then maintaining a securities rating on the Notes
that the substitution of such Substitute Mortgage Bonds for the Mortgage Bonds will not result in a
reduction of the securities rating assigned to the Notes by that credit rating agency immediately
prior to the substitution or the suspension or withdrawal of its rating and the Company shall have
provided the Trustee with written evidence of such advice.



     (e) In the event that the Company cannot obtain assurance of at least two credit rating
agencies as described in Section 4.03(d) above, the Company will take such actions as are necessary
to cause the Release Date not to occur.



     (f) Article Four and related provisions of the Original Indenture (except for any provisions
relating to discharge of Bonds or amounts owing on Bonds on or after the Release Date) shall apply
to Substitute Mortgage Bonds pledged to the Trustee hereunder and the provisions thereof shall be
deemed to refer to the Substitute Mortgage and the Substitute Mortgage Bonds. Article Four and
related provisions may be amended by the Company to have the Notes secured by Substitute Mortgage
Bonds on and after the Release Date and make appropriate reference to the Substitute Mortgage and
the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in
connection with such amendment.



     SECTION 4.04. Events of Default.



     (a) For purposes of the Notes, Section 601(8) of the Original Indenture shall read, “the
occurrence of an “event of default” as such term is defined in the Mortgage; or”.



     On and after the Release Date, Section 601(8) of the Original Indenture shall no longer apply
to the Notes.



     (b) On and after the Release Date, the occurrence of a “default” (as defined in the Substitute
Mortgage) shall constitute an Event of Default under Section 601 of the Original Indenture with
respect to the Notes and the references in Section 601(4) of the Original Indenture and related
provisions to “Mortgage Bonds” shall be deemed to refer to “Substitute Mortgage Bonds.”



     (c) In addition, failure by the Company to deliver Substitute Mortgage Bonds in accordance
with the provisions of Section 4.03 of this Supplemental Indenture on or prior to the Release Date
shall be an “Event of Default” with respect to the Notes as contemplated by Section 601(9) of the
Original Indenture.



ARTICLE FIVE




MISCELLANEOUS PROVISIONS



     The Trustee makes no undertaking or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Thirty-First Supplemental Indenture or the proper authorization or the due execution hereof by



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the Company or for or in respect of the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.




     Except as expressly amended hereby and by the supplemental indenture appointing the Trustee as
successor trustee, the Original Indenture shall continue in full force and effect in accordance
with the provisions thereof and the Original Indenture is in all respects hereby ratified and
confirmed. This Thirty-First Supplemental Indenture and all its provisions shall be deemed a part
of the Original Indenture in the manner and to the extent herein and therein provided.



     This Thirty-First Supplemental Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.



     This Thirty-First Supplemental Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First Supplemental Indenture to
be duly executed and attested, all as of the day and year first above written.



	 	 	 	 	 
	 	THE DETROIT EDISON COMPANY

 	 
	 	By:  	/s/ Donald J. Goshorn
 	 
	 	 	Name:  	Donald J. Goshorn 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	/s/ Lisa A. Muschong
 	 
	 	Name:  	Lisa A. Muschong 	 	 
	 	Title:  	Corporate Secretary 	 	 



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	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Alexis M. Johnson
 	 
	 	 	Name:  	Alexis M. Johnson 	 
	 	 	Title:  	Authorized Officer 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	/s/ J. Michael Banas
 	 	 
	 	Name:  	J. Michael Banas 	 	 
	 	Title:  	Vice President 	 	 



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EXHIBIT A



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




			
	 
	NO. R-___

CUSIP
	 	$__________






THE DETROIT EDISON COMPANY




2010 SERIES B 3.45% SENIOR NOTES DUE 2020


Principal Amount: $                           



Authorized Denomination: $1,000



Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day)
prior to the relevant Interest Payment Date



Original Issue Date: August 19, 2010



Stated Maturity: October 1, 2020



Interest Payment Dates: April 1 and October 1 of each year, commencing April 1, 2011



Interest Rate: 3.45% per annum




          THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the
State of Michigan (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered
assigns, at the office or agency of the Company in the City of New York, New York, the principal
sum of ____________________ dollars ($_______) on October 1, 2020 (the “Stated Maturity”), in the
coin or currency of the United States, and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, in arrears on each Interest Payment Date as specified above, commencing on April 1,
2011 and on the Stated Maturity at the






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rate per annum shown above (the “Interest Rate”) until the principal hereof is due and
payable, and on any overdue principal and premium and on any overdue installment of interest. The
interest installment so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered on the Regular Record Date as specified above next
preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a Special Record Date
to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be
given to Holders of Notes of this series not less than ten days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange, if any, on which the Notes of this series shall be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in the Indenture.




          Payments of interest on this Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal and premium, if any, and, to the extent lawful, on overdue installments of interest at
the rate per annum borne by this Note. In the event that any Interest Payment Date, Redemption
Date or Maturity Date is not a Business Day, then the required payment of principal, premium, if
any, and interest will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with the same force and
effect as if made on such date. “Business Day” means any day other than a day on which banking
institutions in the State of New York or the State of Michigan are authorized or obligated pursuant
to law or executive order to close.




          Payment of principal of, premium, if any, and interest on the Notes shall be made in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts. Payments of principal of, premium, if any, and interest on Notes
represented by a Global Security shall be made by wire transfer of immediately available funds to
the Holder of such Global Security, provided that, in the case of payments of principal and
premium, if any, such Global Security is first surrendered to the Paying Agent (as defined in the
Indenture). If any of the Notes of this series are no longer represented by a Global Security, (i)
payments of principal, premium, if any, and interest due at the Stated Maturity or earlier
redemption of such Securities shall be made at the office of the Paying Agent upon surrender of
such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of
the Company, subject to such surrender where applicable, by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.




          UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING
MORTGAGE BONDS, 2010 SERIES B (THE “MORTGAGE BONDS”) ISSUED AND DELIVERED BY THE COMPANY TO THE
TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY’S SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 1, 2010,
SUPPLEMENTING THE MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (THE “MORTGAGE TRUSTEE”), PLEDGED BY THE COMPANY
FOR THE BENEFIT OF THE HOLDERS OF






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THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE “MORTGAGE”). ON THE RELEASE DATE AND
SUBJECT TO DELIVERY OF SUBSTITUTE MORTGAGE BONDS IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, THE
NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND SHALL BE SECURED BY SUBSTITUTE MORTGAGE
BONDS UNDER A SUBSTITUTE MORTGAGE.




          This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be
valid or become obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.




          Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly
appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.




          This Note is one of a duly authorized series of Securities of the Company (herein sometimes
referred to as the “Notes”), specified in the Indenture, all issued or to be issued in one or more
series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the “Original
Indenture”) duly executed and delivered between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor Trustee (herein referred to as the “Trustee”), as supplemented through
and including a Thirty-First Supplemental Indenture dated as of August 1, 2010 (together with the
Original Indenture, the “Indenture”) between the Company and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered.




          This Note is not subject to repayment at the option of the Holder hereof. Except as provided
below, this Note is not redeemable by the Company prior to maturity and is not subject to any
sinking fund.




          This Note will be redeemable at the option of the Company, in whole at any time or in part
from time to time (any such date of optional redemption, an “Optional Redemption Date,” which shall
be a “Redemption Date” for purposes of the Indenture) at the redemption prices set forth below. At
any time prior to July 1, 2020, the optional redemption price (which shall be a “Redemption Price”
for purposes of the Indenture) will be equal to the greater of (i) 100% of the principal amount of
this Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest of this Note to be redeemed (not including any portion of any payments of
interest accrued to the Optional Redemption Date) until Stated Maturity, in each case discounted
from their respective scheduled payment dates to such Optional Redemption Date on a semiannual
basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 15 basis points, as determined by the Reference Treasury Dealer (as defined
below), plus, in each case, accrued and unpaid interest thereon to the Redemption Date. At any
time on or after July 1, 2020, the optional redemption price (which shall be a “Redemption Price”
for purposes of the Indenture) will be equal to 100% of the principal amount of this Note to be
redeemed plus accrued and unpaid interest thereon to the Redemption Date.




          Notwithstanding the foregoing, installments of interest on this Note that are due and payable
on Interest Payment Dates falling on or prior to a Redemption Date will be payable on






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the Interest Payment Date to the registered Holders as of the close of business on the
relevant Record Date.




          “Adjusted Treasury Rate” means, with respect to any Optional Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated on the third Business Day preceding such Optional Redemption Date assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Optional Redemption Date.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of this Note that
would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of
this Note.




          “Comparable Treasury Price” means, with respect to any Optional Redemption Date, (i) the
average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such
quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.




          “Reference Treasury Dealer” means: (i) each of Banc of America Securities LLC,
Barclays Capital Inc., and a Primary Treasury Dealer (as defined below) selected by Scotia Capital
(USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company
will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer(s) selected by the Trustee after consultation with the Company.




          “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Optional Redemption Date.




          Notice of any optional redemption will be mailed at least 30 days but not more than 60 days
before the Optional Redemption Date to the Holder hereof at its registered address.




          If notice has been provided in accordance with the Indenture and funds for the redemption of
this Note called for redemption have been made available on the Redemption Date, this Note will
cease to bear interest on the date fixed for redemption. Thereafter, the only right of the Holder
hereof will be to receive payment of the Redemption Price.




          The Company will notify the Trustee at least 60 days prior to giving notice of redemption (or
such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes
to be redeemed and the Redemption Date. If the Company elects to redeem all or a portion of the
Notes, the redemption will be conditional upon receipt by the Paying Agent or the Trustee of monies
sufficient to pay the Redemption Price. If the Notes are only partially redeemed by the






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Company, the Trustee shall select which Notes are to be redeemed in a manner it deems fair and
appropriate in accordance with the terms of the Indenture.




          In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the
cancellation hereof.




          In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Notes may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in
the Indenture.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth therein.




          The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the registered Holders of not less than a majority in aggregate principal amount of the outstanding
Securities of each series affected at the time, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying
in any manner the rights of the registered Holders of the Securities; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or
reduce the principal amount thereof, or reduce the rate of or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of
the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of
Securities, the registered Holders of which are required to consent to any such supplemental
indenture, without the consent of the registered Holders of each Security then outstanding and
affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of
at least 66 2/3% in aggregate principal amount of the Securities of all series at the time
outstanding affected thereby, on behalf of the registered Holders of the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered
Holders of a majority in aggregate principal amount of the Securities of all series at the time
outstanding affected thereby, on behalf of the registered Holders of the Securities of such series,
to waive certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such registered Holder and upon all future registered Holders and
owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Note.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time and place and at the rate and in the coin or
currency herein prescribed.




          Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage
Bonds (the “Related Series of Bonds”), delivered by the Company to the Trustee for the benefit of
the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of
the rights of the Trustee as Holder of the Related Series of Bonds, the property






A-5









 







mortgaged and pledged under the Mortgage and the rights of the Company and of the Mortgage
Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and
conditions upon which the Related Series of Bonds are secured and the circumstances under which
additional Mortgage Bonds may be issued.




          FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED
SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS) WHICH DO NOT IN AGGREGATE
PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT
(5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE
MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE MORTGAGE) AT,
BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING (THE “RELEASE DATE”) AND SUBJECT TO DELIVERY OF SUBSTITUTE MORTGAGE BONDS IN
ACCORDANCE WITH THE TERMS OF THE INDENTURE, THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE
NOTES IN ANY MANNER AND THE NOTES SHALL INSTEAD BE SECURED BY SUBSTITUTE MORTGAGE BONDS DELIVERED
TO THE TRUSTEE PURSUANT TO SECTION 4.03 OF THE THIRTY-FIRST SUPPLEMENTAL INDENTURE DATED AS OF
AUGUST 1, 2010 TO THE INDENTURE DESCRIBED ABOVE.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of and any interest on this Note are payable or at such other offices or agencies as
the Company may designate, duly endorsed by or accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent
duly executed by the registered Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in relation
thereto.




          Prior to due presentment for registration of transfer of this Note, the Company, the Trustee,
any Paying Agent and any Note Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.




          The Notes of this series are issuable only in fully registered form without coupons in
denominations of $1,000 and any integral multiple thereof. This Global Security is exchangeable
for Notes in definitive form only under certain limited circumstances set forth in the Indenture.
As provided in the Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the registered Holder surrendering the same.







A-6









 








          As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will
have any right to institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Notes of this series, (ii) the Holders of not less
than 25% in principal amount of the outstanding Notes of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee,
(iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the
Trustee shall not have received from the Holders of a majority in principal amount of the
outstanding Notes of this series a direction inconsistent with such request within such 60-day
period; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of or any interest on this Note on or after
the respective due dates expressed herein.




          All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.







A-7









 








          IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed and attested,
all as of the day and year first above written.




	 	 	 	 	 
	 	THE DETROIT EDISON COMPANY



 	 
	
[Corporate Seal] 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



A-8









 






CERTIFICATE OF AUTHENTICATION




          This is one of the Notes of the series of Notes described in the within mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Date:  _______________




A-9









 




FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




 


(Please insert Social Security or Other Identifying Number of Assignee)




 


(Please print or type name and address, including zip code of assignee)


the within Note and all rights thereunder, hereby irrevocably constituting and appointing such
person attorneys to transfer the within Note on the books of the Issuer, with full power of
substitution in the premises.



Dated: __________________




          NOTICE: The signature of this assignment must correspond with the name as written upon the
face of the within Note in every particular, without alteration or enlargement or any change
whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange, Inc. Medallion
Signature Program (“MSP”). When assignment is made by a guardian, trustee, executor or
administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or
her authority to act must accompany this Note.





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