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EXHIBIT 4-205
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of January 1, 2000
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES A
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 2000 Series A................................. 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF THREE HUNDRED TWENTY-FOURTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES A
Sec. 1. Terms of Bonds of 2000 Series A..................... 6
Sec. 2. Redemption of Bonds of 2000 Series A................ 7
Sec. 3. Form of Bonds of 2000 Series A...................... 9
Form of Trustee's Certificate....................... 13
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgement of execution by Company..................... 20
Acknowledgement of execution by Trustee..................... 21
Affidavit as to consideration and good faith................ 22
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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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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the first day of January,
in the year two thousand, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the State
of Michigan and a transmitting utility (hereinafter called the
"Company"), party of the first part, and BANKERS TRUST COMPANY,
a corporation organized and existing under the laws of the
State of New York, having its corporate trust office at Four
Albany Street, in the Borough of Manhattan, The City and State
of New York, as Trustee under the Mortgage and Deed of Trust
hereinafter mentioned (hereinafter called the "Trustee"), party
of the second part.
ORIGINAL
INDENTURE AND
SUPPLEMENTALS. 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 and August 15, 1999 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
UNDER INDENTURE. 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 agreements in respect thereof, in the
Indenture provided and permitted, as the Board of Directors may
determine, may be expressed in a supplemental indenture to be
made by the Company to the Trustee thereunder; and
BONDS HERETOFORE
ISSUED. WHEREAS, bonds in the principal amount of Eight billion,
seven hundred twelve million four hundred twenty-two thousand
dollars ($8,712,422,000) have heretofore been issued under the
indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
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(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
Bonds of 1980 Series CP Nos.
(197-221) 1-25 -- Principal Amount $35,000,000,
Bonds of 1980 Series DP Nos.
(222-232) 1-11 -- Principal Amount $10,750,000,
Bonds of 1981 Series AP Nos.
(233-248) 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
Bonds of Series MMP and MMP No.
(254-255) 2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
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(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
all of which have either been retired and cancelled, or no
longer represent obligations of the Company, 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;
(282-287) Bonds of Series KKP Nos. 10-15 in the principal
amount of One hundred seventy-nine million five hundred ninety
thousand dollars ($179,590,000), of which Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000)
principal amount have heretofore been retired and One hundred
thirty-nine million eight hundred forty-five thousand dollars
($139,845,000) principal amount are outstanding at the date
hereof;
(288) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Sixty-two million seven hundred
ninety thousand dollars ($62,790,000) principal amount have
heretofore been retired and One hundred thirty-one million
eight hundred fifty-nine thousand dollars ($131,859,000)
principal amount are outstanding at the date hereof;
(289) 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 Ninety-five million one hundred
sixty thousand dollars ($95,160,000) principal amount have
heretofore been retired and One hundred sixty-one million seven
hundred seventy-two thousand dollars ($161,772,000) principal
amount are outstanding at the date hereof;
(290) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Thirty-four million one hundred ninety
thousand dollars ($34,190,000) principal amount have heretofore
been retired and Fifty-one million two hundred eighty-five
thousand dollars ($51,285,000) principal amount are outstanding
at the date hereof;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
(295) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date hereof;
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(296) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the date
hereof;
(297) Bonds of 1992 Series BP in the principal amount of Twenty
million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date hereof;
(298) 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;
(299) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which thirty-four
million dollars ($34,000,000) principal amount have heretofore
been retired and Two hundred sixty-six million ($266,000,000)
principal amount are outstanding at the date hereof;
(300) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1989 Series BP No. 2 in the principal amount of
Thirty-six million dollars ($36,000,000), all of which are
outstanding at the date hereof;
(302) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
Twenty-seven million dollars ($27,000,000) principal amount
have heretofore been retired and One hundred ninety-eight
million dollars ($198,000,000) principal amount are outstanding
at the date hereof;
(303) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Thirty-one
million five hundred thousand dollars ($31,500,000) principal
amount have heretofore been retired and Three hundred
sixty-eight million five hundred thousand dollars
($368,500,000) principal amount are outstanding at the date
hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five
million six hundred eighty-five thousand dollars ($5,685,000),
all of which are outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred twenty-five million dollars ($125,000,000)
principal amount have been retired and One hundred million
dollars ($100,000,000) principal amount are outstanding at the
date hereof;
(306) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which Seventy eight
million five hundred thousand dollars ($78,500,000) principal
amount have heretofore been retired and Two hundred twenty-one
million five hundred thousand dollars ($221,500,000) principal
amount are outstanding at the date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five
million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date hereof;
(308) 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;
(309) Bonds of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One
hundred sixty million dollars ($160,000,000), all of which are
outstanding at the date hereof;
(311) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars ($7,535,000),
all of which are outstanding at the date hereof;
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(312) Bonds of 1994 Series BP in the principal amount of Twelve
million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date hereof;
(315) 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;
(316) 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;
(317) 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;
(318) 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;
(319) 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;
and
(320) Bonds of 1999 Series D in the principal amount of Forty
million dollars ($40,000,000), all of which are outstanding at
the date hereof
and, accordingly, of the bonds so issued, Two billion nine
hundred seventy-nine million eight hundred one thousand dollars
($2,979,801,000) principal amount are outstanding at the date
hereof; and
REASON FOR
CREATION OF NEW
SERIES. WHEREAS, the Company desires to issue a new series of bonds
to be issued under the Indenture and to be authenticated and
delivered pursuant to Section 8 of Article III of the
Indenture; and
BONDS TO BE
2000 SERIES A. WHEREAS, the Company desires by this Supplemental Indenture
to create a new series of bonds, to be designated "General and
Refunding Mortgage Bonds, 2000 Series A," and
FURTHER
ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in
the property subject to the lien thereof all of the estates and
properties, real, personal and mixed, rights, privileges and
franchises of every nature and kind and wheresoever situate,
then or thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time thereafter might
be entitled in law or in equity (saving and excepting, however,
the property therein specifically excepted or released from the
lien thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver such
further instruments as may be necessary or proper for the
better assuring and confirming unto the Trustee all or any part
of the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF
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
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WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized;
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 TWENTY-FOURTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES A
TERMS OF BONDS OF
2000 SERIES A. SECTION 1. The Company hereby creates the Three hundred
twenty-fourth 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, 2000 Series A"
(elsewhere herein referred to as the "bonds of 2000 Series A").
The aggregate principal amount of bonds of 2000 Series A shall
be limited to Two hundred twenty million dollars
($220,000,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to exchanges
and replacements of bonds.
The bonds of 2000 Series A shall mature on February 1, 2005
and shall be issued as registered bonds without coupons in
denominations of $1,000 and any multiple thereof, and shall
bear interest, payable semi-annually on February 1 and August 1
of each year (commencing on August 1, 2000), at the rate of
seven and one-half per centum (7.5%) per annum until the
principal 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 2000 Series A will be issued in
book-entry form through the facilities of The Depository Trust
Company. Except as otherwise specifically provided in this
Supplemental Indenture, the principal of and interest on the
bonds of 2000 Series A shall be payable at the office or agency
of the Company in the Borough of Manhattan, The City of New
York, The 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. The interest on bonds of
2000 Series A, whether in temporary or definitive form, shall
be payable without presentation of such bonds and (subject to
the provisions of this Section 1) only to or upon the written
order of the registered holders thereof.
Each bond of 2000 Series A shall be dated the date of its
authentication and interest shall be payable on the principal
represented thereby from the February 1 or August 1 next
preceding the date thereof to which interest has been paid on
bonds of 2000 Series A, unless the bond is authenticated on a
date to which interest has been paid, in which case interest
shall be payable from the date of authentication, or unless the
date of authentication is prior to August 1, 2000, in which
case interest shall be payable from February 3, 2000 on the
bond of 2000 Series A originally evidencing the debt
represented thereby.
The bonds of 2000 Series A 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
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may be appropriate and desirable to indicate by such
designation the form, series and denomination of bonds of 2000
Series A). Until bonds of 2000 Series A 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 2000 Series A in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 2000 Series A, if any, may be printed and
may be issued in authorized denominations in substantially the
form of definitive bonds of 2000 Series A, 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 2000 Series A which is payable on any
interest payment date and is punctually paid or duly provided
for shall be paid to the person in whose name that bond, or any
previous bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of business
on the regular record date for such interest, which regular
record date shall be the fifteenth calendar day (whether or not
a business day) next preceding such interest payment date. If
the Company shall default in the payment of the interest due on
any interest payment date on the principal represented by any
bond of 2000 Series A, 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 2000
Series A issued upon transfer or exchange thereof) on the date
of payment of such defaulted interest or, at the election of
the Company, to the person in whose name that bond (or any bond
or bonds of 2000 Series A issued upon transfer or exchange
thereof) is registered on a subsequent record date established
by notice given by mail by or on behalf of the Company to the
holders of bonds of 2000 Series A not less than (10) days
preceding such subsequent record date, which subsequent record
date shall be at least five (5) days prior to the payment date
of such defaulted interest. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
If any interest payment date, date of redemption or the
stated maturity for the bonds of 2000 Series A would otherwise
be a day that is not a business day, payment of principal
and/or interest or premium, if any, with respect to the bonds
of 2000 Series A will be paid on the next succeeding business
day with the same force and effect as if made on such date and
no interest on such payment will accrue from and after 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.
REDEMPTION OF
BONDS OF 2000
SERIES A. SECTION 2. The bonds of 2000 Series A shall be redeemable
prior to stated maturity, at the election of the Company on
any date prior to maturity, as a whole, or in part from time
to time, by lot, at a redemption price equal to the greater of
(1) the principal amount of the Bonds to be redeemed or (2)
the sum of the present values of the remaining scheduled
payments of principal and interest on the bonds of 2000 Series
A to be redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield (defined below) plus
0.15%, plus in each case accrued interest to the redemption
date.
"Treasury Yield" means with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having
a maturity comparable to the
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remaining term of the bonds of 2000 Series A 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 the bonds of 2000 Series A.
"Independent Investment Banker" means Salomon Smith Barney
Inc., or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing selected by the Company and
appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if that
release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of
the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations for such redemption date, or (B) if
the Company obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any 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.
on the third Business Day preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Smith
Barney Inc., Chase Securities Inc., Goldman, Sachs & Co. and
Warburg Dillon Read LLC and their respective successors,
provided, however, that if any of the foregoing shall cease to
be a primary U.S. Government Securities dealer in New York City
(a "Primary Treasury Dealer "), the Company shall substitute
for it another Primary Treasury Dealer.
The bonds of 2000 Series A shall be redeemable as aforesaid
and except as otherwise provided herein, and as specified in
Article IV of the Indenture upon giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) days, but not more
than sixty (60) days, prior to the date fixed for redemption to
the registered holders of bonds of 2000 Series A so called for
redemption at their last respective addresses appearing on the
register thereof, but failure to mail such notice to the
registered holders of any bonds of 2000 Series A designated for
redemption shall not affect the validity of any such redemption
of any other bonds of such series. Interest shall cease to
accrue on any bonds of 2000 Series A (or any portion thereof)
so called for redemption from and after the date fixed for
redemption if payment sufficient to redeem the bonds of 2000
Series A (or such portion) designated for redemption has been
duly provided for. Bonds of 2000 Series A redeemed in part only
shall be in amounts of $1,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for the
giving of such notice shall have been made, and if the Company
shall have deposited with the Trustee in trust funds (which
shall have become available for payment to the holders of the
bonds of 2000 Series A so to be redeemed) sufficient to redeem
bonds of 2000 Series A in whole or in part, on the date fixed
for redemption, then all obligations of the Company in respect
of such bonds (or portions thereof) so to be redeemed and
interest due or to become due thereon shall cease and be
discharged and the holders of such bonds of 2000 Series A (or
portions thereof) shall thereafter be restricted exclusively to
such funds for any
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and all claims of whatsoever nature on their part under the
Indenture or in respect of such bonds (or portions thereof) and
interest.
The bonds of 2000 Series A shall not be entitled to or
subject to any sinking fund.
EXCHANGE AND
TRANSFER. At the option of the registered holder, any bonds of 2000
Series A, upon surrender thereof for cancellation at the office
or agency of the Company in the Borough of Manhattan, The City
of New York, The State of New York, together with a written
instrument of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed by the
holder or by its duly authorized attorney, shall be
exchangeable for a like aggregate principal amount of bonds of
2000 Series A of other authorized denominations, upon the terms
and conditions specified herein and in Section 7 of Article II
of the Indenture. Bonds of 2000 Series A shall be transferable
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York. The
Company waives its rights under Section 7 of Article II of the
Indenture not to make exchanges or transfers of bonds of 2000
Series A during any period of ten (10) days next preceding any
interest payment date for such bonds.
Bonds of 2000 Series A, in definitive and temporary form, may
bear such legends as may be necessary to comply with any law or
with any rules or regulations made pursuant thereto or with the
rules or regulations of any stock exchange or to conform to
usage with respect thereto.
FORM OF BONDS
2000 SERIES A. SECTION 4. The bonds of 2000 Series A and the form of
Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR BONDS IN CERTIFICATED FORM,
THIS BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2000 Series A, 7.5% due February 1, 2005
$................ No. ................
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to or
registered assigns, at its office or agency in the Borough of
Manhattan, The City and State of New York, the principal sum of
Two hundred twenty million dollars ($220,000,000) in lawful
money of the United States of America on the first day of
February, 2005, and to pay interest thereon at the rate
specified in the title hereof, at such office or agency, in
like lawful money, from
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February 3, 2000, and after the first interest payment on bonds
of this Series has been made or otherwise provided for, from
the most recent date to which such interest has been paid,
semi-annually on the first day of February and August in each
year (commencing on August 1, 2000), to the person in whose
name this bond is registered at the close of business on the
fifteenth calendar day (whether or not a business day) next
preceding the applicable interest payment date (subject to
certain exceptions provided in the Indenture hereinafter
mentioned), until the Company's obligation with respect to
payment of said principal shall have been discharged, all as
provided, to the extent and in the manner specified in such
Indenture hereinafter mentioned on the reverse hereof and in
the supplemental indenture pursuant to which this bond has been
issued.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
If any interest payment date, date of redemption or the
stated maturity for the bonds of 2000 Series A would otherwise
be a day that is not a business day, payment of principal
and/or interest or premium, if any, with respect to the bonds
of 2000 Series A will be paid on the next succeeding business
day with the same force and effect as if made on such date and
no interest on such payment will accrue from and after 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.
Reference is hereby made to the further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of certificate
endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed on its behalf by its Vice
President and Treasurer, with his manual or facsimile
signature, and its corporate seal, or a facsimile thereof, to
be impressed or imprinted hereon and the same to be attested by
its Secretary or its Assistant Corporate Secretary by manual or
facsimile signature.
Dated:
THE DETROIT EDISON COMPANY
By ...........................................
Vice President and Treasurer
Attest:
-----------------------------
Vice President and Corporate Secretary
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of said bonds known as General
and Refunding Mortgage Bonds, 2000 Series A (elsewhere herein
referred to as the "bonds of 2000 Series A"), limited to an
aggregate principal amount of $220,000,000, except as otherwise
provided in the Indenture hereinafter mentioned. This bond and
all other
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bonds of said series are issued and to be issued under, and are
all equally and ratably secured (except insofar as any sinking,
amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 3 of
Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers Trust
Company, a corporation of the State of New York, as Trustee, to
which Indenture and all indentures supplemental thereto
(including the Supplemental Indenture dated as of January 1,
2000) reference is hereby made for a description of the
properties and franchises mortgaged and conveyed, the nature
and extent of the security, the terms and conditions upon which
the bonds are issued and under which additional bonds may be
issued, and the rights of the holders of the bonds and of the
Trustee in respect of such security (which Indenture and all
indentures supplemental thereto, including the Supplemental
Indenture dated as of January 1, 2000, are hereinafter
collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Company and of the
holders of the bonds and the terms and provisions of the
Indenture, or of any indenture supplemental thereto, may be
modified or altered in certain respects by affirmative vote of
at least eighty-five percent (85%) in principal amount of the
bonds then outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting by
reason of the Company's interest therein as specified in the
Indenture); provided, however, that, without the consent of the
holder hereof, no such modification or alteration shall, among
other things, affect the terms of payment of the principal of,
or the interest on, this bond, which in those respects is
unconditional.
This bond is redeemable on giving notice of such redemption
by first class mail, postage prepaid, by or on behalf of the
Company at least thirty (30) days, but not more than sixty (60)
days, prior to the date fixed for redemption to the registered
holder of this bond at his last address appearing on the
register thereof, in the manner and upon the terms provided in
the Indenture, at the election of the Company on any date as a
whole or in part by lot, from time to time, at a redemption
price equal to the greater of (1) the principal amount or (2)
the sum of the present values of the remaining scheduled
payments of principal and interest on this bond of 2000 Series
A, discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield (as defined below) plus 0.15%, plus in each
case accrued interest to the redemption date.
"Treasury Yield" means with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the bonds of
2000 Series A 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 the bonds of 2000 Series A.
"Independent Investment Banker" means Salomon Smith Barney
Inc., or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing selected by the Company and
appointed by the Trustee.
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"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if that
release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of
the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations for such redemption date, or (B) if
the Company obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any 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.
on the third Business Day preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Smith
Barney Inc., Chase Securities Inc., Goldman Sachs & Co. and
Warburg Dillon Read LLC and their respective successors,
provided however, that if any of the foregoing shall cease to
be a primary U.S. Government Securities dealer in New York City
(a "Primary Treasury Dealer), the Company shall substitute for
it another Primary Treasury Dealer.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 2000 Series A (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
The bonds of 2000 Series A, including this bond, shall not be
entitled or subject to a sinking fund.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued thereunder
may become or be declared due and payable, in the manner, with
the effect and subject to the conditions, provided in the
Indenture.
This bond is transferable by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and, thereupon, a new
registered bond or bonds of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee or transferees in exchange herefor,
and this bond with others of like form may in like manner be
exchanged for one or more new registered bonds of the same
series of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon payment, in
any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of,
or the interest on, this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture, or of any
indenture supplemental thereto, against any incorporator, or
against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or
successor corporation, either directly or through the Company
or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof,
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expressly waived and released by every holder or owner hereof,
as more fully provided in the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S
CERTIFICATE. This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
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PART II.
RECORDING AND FILING DATA
RECORDING AND
FILING OF ORIGINAL
INDENTURE. The Original Indenture and indentures supplemental thereto
have been recorded and/or filed and Certificates of Provision
for Payment have been recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate
mortgage and filed as a chattel mortgage in the offices of the
respective Registers of Deeds of certain counties in the State
of Michigan as set forth in the Supplemental Indenture dated as
of September 1, 1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture
dated as of May 1, 1974, has been filed in the Office of the
Secretary of State of Michigan on November 16, 1951 and has
been filed and recorded in the office of the Interstate
Commerce Commission on December 8, 1969.
RECORDING AND
FILING OF
SUPPLEMENTAL
INDENTURES. Pursuant to the terms and provisions of the Original
Indenture, indentures supplemental thereto heretofore entered
into have been recorded as a real estate mortgage and/or filed
as a chattel mortgage or as a financing statement in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan, the Office of the Secretary
of State of Michigan and the Office of the Interstate Commerce
Commission, as set forth in supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b).......... Series B Bonds February 1, 1940
August 1, 1927(a)(b)........ Series C Bonds February 1, 1940
February 1, 1931(a)(b)...... Series D Bonds February 1, 1940
June 1, 1931(a)(b).......... Subject Properties February 1, 1940
October 1, 1932(a)(b)....... Series E Bonds February 1, 1940
September 25, 1935(a)(b).... Series F Bonds February 1, 1940
September 1, 1936(a)(b)..... Series G Bonds February 1, 1940
November 1, 1936(a)(b)...... Subject Properties February 1, 1940
February 1, 1940(a)(b)...... Subject Properties September 1, 1947
December 1, 1940(a)(b)...... Series H Bonds and Additional September 1, 1947
Provisions
September 1, Series I Bonds, November 15, 1951
1947(a)(b)(c)............. Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)...... Series J Bonds November 15, 1951
and Additional Provisions
November 15, Series K Bonds January 15, 1953
1951(a)(b)(c)............. Additional Provisions and
Subject Properties
January 15, 1953(a)(b)...... Series L Bonds May 1, 1953
May 1, 1953(a).............. Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954(a)(c)........ Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955(a)(c).......... Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957(a)(c)....... Series P Bonds Additional June 1, 1959
Provisions and Subject
Properties
June 1, 1959(a)(c).......... Series Q Bonds and Subject December 1, 1966
Properties
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
December 1, 1966(a)(c)...... Series R Bonds Additional October 1, 1968
Provisions and Subject
Properties
October 1, 1968(a)(c)....... Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969(a)(c)...... Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)............. Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)........ Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............ Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)........ Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)......... Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974................. Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974............. Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975............ Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975............ Series DDP Nos. 1-9 Bonds and December 15, 1975
Subject Properties
December 15, 1975........... Series EE Bonds and Subject February 1, 1976
Properties
February 1, 1976............ Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976............... Series GGP Nos. 1-7 Bonds and July 15, 1976
Subject Properties
July 15, 1976............... Series HH Bonds and Subject February 15, 1977
Properties
February 15, 1977........... Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977............... Series IIP Nos. 1-7 Bonds, Series June 15, 1977
JJP Nos. 1-7 Bonds, Series KKP
Nos. 1-7 Bonds and Series LLP
Nos. 1-7 Bonds
June 15, 1977............... Series FFR No. 14 Bonds and July 1, 1977
Subject Properties
July 1, 1977................ Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977............. Series GGP Nos. 8-22 Bonds and June 1, 1978
Series OOP Nos. 1-17 Bonds and
Subject Properties
June 1, 1978................ Series PP Bonds, Series QQP Nos. October 15, 1978
1-9 Bonds and Subject Properties
October 15, 1978............ Series RR Bonds and Subject March 15, 1979
Properties
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
March 15, 1979.............. Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979................ Series IIP Nos. 8-22 Bonds, Series September 1, 1979
NNP Nos. 8-21 Bonds and Series
TTP Nos. 1-15 Bonds and Subject
Properties
September 1, 1979........... Series JJP No. 8 Bonds, Series KKP September 15, 1979
No. 8 Bonds, Series LLP Nos.
8-15 Bonds, Series MMP No. 2
Bonds and Series OOP No. 18
Bonds and Subject Properties
September 15, 1979.......... Series UU Bonds January 1, 1980
January 1, 1980............. 1980 Series A Bonds and Subject April 1, 1980
Properties
April 1, 1980............... 1980 Series B Bonds August 15, 1980
August 15, 1980............. Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
Series CP Nos. 1-12 Bonds and
1980 Series DP No. 1-11 Bonds
and Subject Properties
August 1, 1981.............. 1980 Series CP Nos. 13-25 Bonds November 1, 1981
and Subject Properties
November 1, 1981............ 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982............... Article XIV Reconfirmation August 15, 1982
August 15, 1982............. 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
June 1, 1983................ 1981 Series AP Nos. 15-16 and October 1, 1984
Subject Properties
October 1, 1984............. 1984 Series AP and 1984 Series BP May 1, 1985
Bonds and Subject Properties
May 1, 1985................. 1985 Series A Bonds May 15, 1985
May 15, 1985................ 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985............ Series KKP No. 9 Bonds and Subject April 1, 1986
Properties
April 1, 1986............... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C January 31, 1987
January 31, 1987............ 1987 Series A April 1, 1987
April 1, 1987............... 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987............. 1987 Series D and 1987 Series E November 30, 1987
and Subject Properties
November 30, 1987........... 1987 Series F June 15, 1989
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 15, 1989............... 1989 Series A July 15, 1989
July 15, 1989............... Series KKP No. 10 December 1, 1989
December 1, 1989............ Series KKP No. 11 and 1989 Series February 15, 1990
BP
February 15, 1990........... 1990 Series A, 1990 Series B, 1990 November 1, 1990
Series C, 1990 Series D, 1990
Series E and 1990 Series F
November 1, 1990............ Series KKP No. 12 April 1, 1991
April 1, 1991............... 1991 Series AP May 1, 1991
May 1, 1991................. 1991 Series BP and 1991 Series CP May 15, 1991
May 15, 1991................ 1991 Series DP September 1, 1991
September 1, 1991........... 1991 Series EP November 1, 1991
November 1, 1991............ 1991 Series FP January 15, 1992
January 15, 1992............ 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992........... 1992 Series AP April 15, 1992
April 15, 1992.............. Series KKP No. 13 July 15, 1992
July 15, 1992............... 1992 Series CP November 30, 1992
July 31, 1992............... 1992 Series D November 30, 1992
April 1, 1986............... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C January 31, 1987
January 31, 1987............ 1987 Series A April 1, 1987
April 1, 1987............... 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987............. 1987 Series D and 1987 Series E November 30, 1987
and Subject Properties
November 30, 1987........... 1987 Series F June 15, 1989
June 15, 1989............... 1989 Series A July 15, 1989
July 15, 1989............... Series KKP No. 10 December 1, 1989
December 1, 1989............ Series KKP No. 11 and 1989 Series February 15, 1990
BP
February 15, 1990........... 1990 Series A, 1990 Series B, 1990 November 1, 1990
Series C, 1990 Series D, 1990
Series E and 1990 Series F
November 1, 1990............ Series KKP No. 12 April 1, 1991
April 1, 1991............... 1991 Series AP May 1, 1991
May 1, 1991................. 1991 Series BP and 1991 Series CP May 15, 1991
May 15, 1991................ 1991 Series DP September 1, 1991
September 1, 1991........... 1991 Series EP November 1, 1991
November 1, 1991............ 1991 Series FP January 15, 1992
January 15, 1992............ 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992........... 1992 Series AP April 15, 1992
April 15, 1992.............. Series KKP No. 13 July 15, 1992
July 15, 1992............... 1992 Series CP November 30, 1992
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
November 30, 1992........... 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992........... Series KKP No. 14 and 1989 Series March 15, 1992
BP No. 2
January 1, 1993............. 1993 Series C April 1, 1993
March 1, 1993............... 1993 Series E June 30, 1993
March 15, 1993.............. 1993 Series D September 15, 1993
April 1, 1993............... 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993.............. 1993 Series G and Amendment of September 15, 1993
Article II, Section 5
May 31, 1993................ 1993 Series J September 15, 1993
September 15, 1993.......... 1993 Series K March 1, 1994
March 1, 1994............... 1994 Series AP June 15, 1994
June 15, 1994............... 1994 Series BP December 1, 1994
August 15, 1994............. 1994 Series C December 1, 1994
December 1, 1994............ Series KKP No. 15 and 1994 Series August 1, 1995
DP
August 1, 1995.............. 1995 Series A Bond August 1, 1999
1995 Series DP
-----------------------------------------
(a) See Supplemental Indenture dated as of July 1, 1970 for
Interstate Commerce Commission filing and recordation
information.
(b) See Supplemental Indenture dated as of May 1, 1953 for
Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for
County of Genesee, Michigan recording and filing
information.
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19
RECORDING OF
CERTIFICATES
OF PROVISION
FOR PAYMENT. All the bonds of Series A which were issued under the
Original Indenture dated as of October 1, 1924, and of Series
B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH, IIP
Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos.
1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980
Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11,
1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985
Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
No. 2, 1989 Series A and 1993 Series D which were issued under
Supplemental Indentures dated as of, respectively, June 1,
1925, August 1, 1927, February 1, 1931, October 1, 1932,
September 25, 1935, September 1, 1936, December 1, 1940,
September 1, 1947, November 15, 1951, January 15, 1953, May 1,
1953, March 15, 1954, May 15, 1955, August 15, 1957, December
15, 1970, November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975, February
1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March
1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1,
1977, September 1, 1979, July 1, 1977, July 1, 1979, September
15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July
1, 1979, January 1, 1980, August 15, 1980, November 1, 1981,
October 1, 1984, May 1, 1985, May 15, 1985, January 31, 1987,
June 1, 1978, October 15, 1978, December 15, 1975, February 15,
1977, September 1, 1979, June 15, 1989 and March 15, 1993 have
matured or have been called for redemption and funds sufficient
for such payment or redemption have been irrevocably deposited
with the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the offices of the
respective Registers of Deeds of certain counties in the State
of Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3,
GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1
and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND
CONDITIONS OF
ACCEPTANCE OF
TRUST BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and
provided, and agrees to perform the same upon the terms and
conditions in the Original Indenture, as amended to date and as
supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following terms
and conditions:
The Trustee shall not be responsible in any manner whatsoever
for and in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the
Company or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF
SECTION 318(C) OF
TRUST INDENTURE
ACT. Except to the extent specifically provided therein, no
provision of this supplemental indenture or any future
supplemental indenture is intended to modify, and the parties
do hereby adopt and confirm, the provisions of Section 318(c)
of the Trust Indenture Act which amend and supercede provisions
of the Indenture in effect prior to November 15, 1990.
EXECUTION IN
COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
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20
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS
TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR
RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE
BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS,
TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR
RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE
SECRETARIES, ASSISTANT SECRETARIES, TREASURERS OR ASSISTANT
TREASURERS ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
-------------------------------
N. A. Khouri
Assistant Treasurer
EXECUTION. Attest:
--------------------------------------------
Susan M. Beale
Vice President and Corporate
Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
--------------------------------------------
K. Hier
--------------------------------------------
R. Martinez
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY. On this 27th day of January, 2000, before me, the subscriber,
a Notary Public within and for the County of Oakland (acting in
Wayne), in the State of Michigan, personally appeared N. A.
Khouri, to me personally known, who, being by me duly sworn,
did say that he does business at 2000 2nd Avenue, Detroit,
Michigan 48226-1279 and is the Assistant Treasurer of THE
DETROIT EDISON COMPANY, one of the corporations described in
and which executed the foregoing instrument; that he knows the
corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like
authority; and said N. A. Khouri, acknowledged said instrument
to be the free act and deed of said corporation.
----------------------------------
Geraldine N. Rockymore, Notary
(Notarial Seal) Public
Oakland County, MI
My Commission Expires
December 23, 2002
(Acting in Wayne)
23
21
BANKERS TRUST COMPANY,
(Corporate Seal) By
--------------------------------------------
Marc J. Parilla
Assistant Vice President
Attest:
------------------------------------------------
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
------------------------------------------------
------------------------------------------------
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGEMENT
OF EXECUTION
BY TRUSTEE. On this day of January, 2000, before me, the
subscriber, a Notary Public within and for the County of New
York, in the State of New York, personally appeared Marc J.
Parilla, to me personally known, who, being by me duly
sworn, did say that his business office is located at Four
Albany Street, New York, New York 10015, and he is Assistant
Vice President of BANKERS TRUST COMPANY, one of the
corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is
the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and that
he subscribed his name thereto by like authority; and said
acknowledged said instrument to be the free act
and deed of said corporation.
(Notarial Seal)
---------------------------------------------------
Notary Public, State of New York
No.
Qualified in NY County
Commission Expires
24
22
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO
CONSIDERATION
AND GOOD FAITH. N.A. Khouri, being duly sworn, says: that he is the
Assistant Treasurer of THE DETROIT EDISON COMPANY, the
Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
------------------------------------------------
N.A. Khouri
Sworn to before me this 27th day of
January, 2000
------------------------------------------------
Geraldine N. Rockymore, Notary Public
Oakland County, MI
My Commission Expires
December 23, 2002
(Acting in Wayne)
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq.,
2000 Second Avenue, Detroit, Michigan 48226
EXECUTED IN _____
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. _ .