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EXHIBIT 4-207
CONFORMED COPY
THE DETROIT EDISON COMPANY,
Issuer
TO
BANKERS TRUST COMPANY,
As Prior Trustee
AND
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
As Successor Trustee
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EIGHTH SUPPLEMENTAL INDENTURE
DATED AS OF April 15, 2000
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SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30,1993
PROVIDING FOR
RESIGNATION OF THE PRIOR TRUSTEE, APPOINTMENT AND
ACCEPTANCE OF A SUCCESSOR TRUSTEE
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EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of April, 2000
among THE DETROIT EDISON COMPANY, a corporation organized and existing under the
laws of the State of Michigan (the "Company" or "Issuer"), and BANKERS TRUST
COMPANY, a New York banking corporation, having its principal office in The City
of New York, New York, as prior trustee (the "Prior Trustee" or "BTCo.") and
Bank One Trust Company, National Association, a national banking association, as
successor trustee (the "Successor Trustee" or "Successor");
WHEREAS, the Company has heretofore executed and delivered to the
Prior Trustee a Collateral Trust Indenture dated as of June 30, 1993 (the
"Original Indenture"), as supplemented by a First Supplemental Indenture dated
as of June 30, 1993, a Second Supplemental Indenture dated as of September 15,
1993, as amended, a Third Supplemental Indenture dated as of August 15, 1994, as
amended, a Fourth Supplemental Indenture dated as of August 15, 1995, a Fifth
Supplemental Trust Indenture dated as of February 1, 1996, a Sixth Supplemental
Indenture dated as of May 1, 1998 and a Seventh Supplemental Indenture dated as
of October 15, 1998 (the Original Indenture and all indentures supplemental
thereto together being hereinafter sometimes referred to as the "Indenture")
providing for the issuance by the Company from time to time of an unlimited
principal amount of Securities (as such term is defined in the Original
Indenture, the "Securities"), of which Three Hundred eighty-five million one
hundred twenty-two thousand three hundred dollars ($385,122,300) are presently
outstanding as specified in Schedule I; and
WHEREAS, the Company is a party to an Instrument of Resignation,
Appointment and Acceptance dated April 14, 2000 as set forth in relevant part
below (the "Instrument"); and
WHEREAS, the Instrument was among the Company, the Prior Trustee and
the Successor Trustee; and
WHEREAS, Section 709 of the Original Indenture provides that BTCo. may
resign at any time and be discharged of the trust created by the Original
Indenture by giving written notice thereof to the Issuer and by mailing notice
of resignation to the holders of Securities; and
WHEREAS, BTCo., pursuant to the provisions of Section 709 of the
Original Indenture, gave such written notice to the Issuer on April 14, 2000,
and has mailed such notice of its resignation as Trustee under the Original
Indenture to the Securityholders in accordance with the provisions of the
Original Indenture, and by doing so BTCo. created a vacancy in the office of the
Trustee; and
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WHEREAS, Section 709 of the Original Indenture further provides that
the Issuer shall promptly appoint a successor Trustee to fill a vacancy in the
Office of Trustee under the Original Indenture; and
WHEREAS, the Issuer desired to appoint Bank One Trust Company, National
Association, as successor Trustee under the Original Indenture; and
WHEREAS, Successor was willing to accept such appointment as successor
Trustee on the terms and conditions set forth herein and under the Original
Indenture; and
WHEREAS, Successor is qualified to act as successor Trustee under the
Original Indenture.
NOW, THEREFORE, pursuant to the provisions of the Original Indenture
and in consideration of the covenants in the Instrument, it was agreed among the
Issuer, BTCo. and Successor as follows:
1. The Issuer accepted the resignation of BTCo. as Trustee and,
pursuant to the authority vested in it by Section 709 of the
Original Indenture and by resolution of its Board of Directors
dated December 1, 1999, the Issuer appointed Successor, as
successor Trustee under the Indenture, with all the estates,
properties, rights, powers, trusts, duties and obligations
heretofore vested in BTCo. as Trustee under the Indenture and
designated the Corporate Trust Office of Successor presently
located at 14 Wall Street, 8th Floor, New York, New York 10005, as
the office or agency of the Issuer in New York, New York where the
Securities may be presented for payment, registration, transfer
and exchange and as the office where notices and demands to or
upon the Issuer in respect of the Indenture or Securities may be
served. BTCo.'s resignation as Trustee and Successor's appointment
and acceptance as successor Trustee, was effective as of April 15,
2000.
2. The Issuer represented and warranted that:
(a) it is validly organized and existing under the laws of the
state of its incorporation;
(b) the Instrument has been duly authorized, executed and
delivered on behalf of the Issuer and constitutes its legal,
valid and binding obligation;
(c) the Securities were validly and lawfully issued;
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(d) it has performed or fulfilled each covenant, agreement and
condition on its part to be performed or fulfilled under the
Indenture;
(e) it has no knowledge of the existence of any default, or any
Event of Default (as defined in the Indenture), or any event
which upon notice or passage of time of both would become and
Event of Default, under the Indenture;
(f) it has not appointed any registrar or paying agents under the
Indenture other than BTCo.;
(g) it would continue to perform the obligations undertaken by it
under the Indenture; and
(h) it has mailed or will cause to be mailed to each Security
holder a Notice of Appointment of Successor Trustee.
3. BTCo. represented and warranted to Successor that it has made, or
promptly will make, available to Successor documents in its
possession relating to the trust created by the Indenture
reasonably requested by Successor.
4. Successor represented that it is qualified to act as Trustee under
the provisions of the Indenture and that the Instrument has been
duly authorized, executed an delivered on behalf of Successor and
constitutes its legal, valid and binding obligation.
5. Successor accepted its appointment as successor Trustee under the
Original Indenture and accepted the trust created thereby, and
assumed all rights, powers, duties and obligations of the Trustee
under the Original Indenture. Successor will perform said trust
and will exercise said rights, powers, duties, and obligations
upon the terms and conditions set forth in the Indenture.
6. Successor accepted the designation of its Corporate Trust Office
as the office or agency of the Issuer in New York, New York where
the Securities may be presented for payment, registration,
transfer and exchange and as the office where notices and demands
to or upon the Issuer in respect to the Indenture or the
Securities may be served.
7. Pursuant to the written request of Successor and the Issuer hereby
made, BTCo., upon payment of its outstanding charges, receipt of
which is hereby acknowledged, confirms, assigns, transfers and
sets over to Successor, as successor Trustee under the Indenture,
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upon the trust expressed in the Indenture, any and all moneys and
all the rights, powers, trusts, duties and obligations which BTCo.
now holds under and by virtue of the Indenture.
8. The Issuer and BTCo. hereby agreed, that upon the request of
Successor, to execute, acknowledge and deliver such further
instruments of conveyance and assurance and to do such other
things as may be required for more fully and certainly vesting and
confirming in Successor all of the properties, rights, powers,
duties and obligations of Successor as Trustee under the
Indenture.
9. The Instrument did not constitute a waiver or assignment by
Bankers Trust Company of any compensation, reimbursement, expenses
or indemnity to which it is or may be entitled pursuant to the
Indenture. The Issuer acknowledged such obligations pursuant to
the terms of the Indenture.
10. Terms not otherwise defined in the Instrument shall have the
definitions given thereto in the Indenture.
11. The Instrument could be simultaneously executed in any number of
counterparts. Each such counterpart so executed would be deemed to
be and original, but all together would constitute but one and the
same instrument.
The Prior Trustee and the Successor Trustee make 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 Eighth
Supplemental Indenture for its intended purpose or the proper authorization or
the due execution hereof by 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, the 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 Eighth
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 Eighth Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York without regard to
conflict-of-law principles of such state that would require the application of
the laws of a jurisdiction other than such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental
Indenture to be duly executed as of the day and year first above written.
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THE DETROIT EDISON COMPANY
By: /s/ N.A. Khouri
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Name: N.A. Khouri
Title: Assistant Treasurer
ATTEST:
By: /s/ Jack L. Somers
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Jack L. Somers
Assistant Corporate Secretary
[Corporate Seal]
STATE OF MICHIGAN)
) SS:
COUNTY OF WAYNE )
On the 14th day of April 2000, before me personally came N.A. Khouri,
to me known, who, being by me duly sworn, did depose and say that he is
Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and he signed his name thereto by like authority.
/s/ Geraldine N. Rockymore
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Geraldine N. Rockymore, Notary Public
Oakland County, Michigan
My Commission Expires: December 23, 2002
(Acting in Wayne)
[Notarial Seal]
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BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
as Successor Trustee
By: /s/ Steven M. Wagner
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Name: Steven M. Wagner
Title: First Vice President
ATTEST:
By: /s/ John R. Prendiville
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Assistant Corporate Secretary
[Corporate Seal]
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On the 14th day of April 2000, before me personally came Steven M.
Wagner, to me known, who, being by me duly sworn, did depose and say that he is
a First Vice President of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and he signed his name thereto by like authority.
/s/ Lisa Nix
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Lisa Nix, Notary Public
Cook County, Illinois
My Commission Expires: May 20, 2002
[Notarial Seal]
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BANKERS TRUST COMPANY,
as Prior Trustee
By: /s/ Jackie Bartnick
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Name: Jackie Bartnick
Title: Vice President
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On the 14th day of April 2000, before me personally came Jackie
Bartnick, to me known, who, being by me duly sworn, did depose and say that she
is a Vice President of BANKERS TRUST COMPANY, one of the corporations described
in and which executed the foregoing instrument; and she signed her name thereto
by authority of the By-laws of said corporation.
/s/ Matthew Sherman
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Matthew Sherman, Notary Public
New York County, New York
My Commission Expires: 11/3/2001
[Notarial Seal]
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Schedule I
7.54% Quarterly Income Debt Securities ("QUIDS") Junior Subordinated Deferrable
Interest Debentures in the principal amount of One hundred million one hundred
twenty-two thousand three hundred dollars ($100,122,300), all of which are
outstanding at the date hereof;
7.625% Quarterly Income Debt Securities ("QUIDS") Junior Subordinated Deferrable
Interest Debentures in the principal amount of One hundred eighty-five million
dollars ($185,000,000), all of which are outstanding at the date hereof; and
7.375% Quarterly Income Debt Securities ("QUIDS") Junior Subordinated Deferrable
Interest Debentures in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof.