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EXHIBIT 4-220
EXECUTED IN COUNTERPARTS
OF WHICH THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
------------------------
INDENTURE
Dated as of December 1, 1994
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15, DUE SEPTEMBER 1, 2004,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP, DUE DECEMBER 1, 2004
AND
(C) 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 Series KKP No. 15 and 1994 Series DP.......... 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF THREE HUNDRED SIXTEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15
Sec. 1. Terms of Bonds of Series KKP No. 15................. 6
Sec. 2. Redemption of Bonds of Series KKP No. 15............ 8
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Form of Bonds of Series KKP No. 15.................. 9
Form of Trustee's Certificate....................... 14
PART II.
CREATION OF THREE HUNDRED SEVENTEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP
Sec. 1. Terms of Bonds of 1994 Series DP.................... 14
Sec. 2. Redemption of Bonds of 1994 Series DP............... 16
Sec. 3. Redemption and Payment in Event of AMBAC Payment.... 16
Sec. 4. Form of Bonds of 1994 Series DP..................... 17
Form of Trustee's Certificate....................... 21
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 21
Recording and filing of Supplemental Indentures............. 21
Recording of Certificates of Provision for Payment.......... 28
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 28
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 28
Execution in Counterparts................................... 28
Testimonium................................................. 29
Execution................................................... 29
Acknowledgements............................................ 29
Affidavit as to consideration and good faith................ 31
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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
December, in the year one thousand nine hundred and
ninety-four, 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 WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. 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 and August 15, 1994 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 WHEREAS, the Indenture provides that said bonds shall be
BONDS UNDER issuable in one or more series, and makes provision that the
INDENTURE. rates of interest and dates for the payment thereof, the
date of maturity or dates of maturity, if of serial
maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons
of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as
the 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 WHEREAS, bonds in the principal amount of Eight billion two
ISSUED. hundred ninety-eight million five hundred seventy-seven
thousand dollars ($8,298,577,000) 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,
(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,
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(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,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-179) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(180-194) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(195) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(196-220) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(221-231) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(232-247) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount
$124,000,000,
(248) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(249) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(250) Bonds of Series PP -- Principal Amount $70,000,000,
(251) Bonds of Series RR -- Principal Amount $70,000,000,
(252) Bonds of Series EE -- Principal Amount $50,000,000,
(253-254) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(255) Bonds of Series T -- Principal Amount $75,000,000,
(256) Bonds of Series U -- Principal Amount $75,000,000,
(257) Bonds of 1986 Series B -- Principal Amount
$100,000,000,
(258) Bonds of 1987 Series D -- Principal Amount
$250,000,000,
(259) Bonds of 1987 Series E -- Principal Amount
$150,000,000,
(260) Bonds of 1987 Series C -- Principal Amount
$225,000,000,
(261) Bonds of Series V -- Principal Amount
$100,000,000,
(262) Bonds of Series SS -- Principal Amount
$150,000,000,
(263) Bonds of 1980 Series B -- Principal Amount
$100,000,000,
(264) Bonds of 1986 Series C -- Principal Amount
$200,000,000,
(265) Bonds of 1986 Series A -- Principal Amount
$200,000,000,
(266) Bonds of 1987 Series B -- Principal Amount
$175,000,000,
(267) Bonds of Series X -- Principal Amount
$100,000,000,
(268) Bonds of 1987 Series F -- Principal Amount
$200,000,000,
(269) Bonds of 1987 Series A -- Principal Amount
$300,000,000,
(270) Bonds of Series Y -- Principal Amount $60,000,000,
(271) Bonds of Series Z -- Principal Amount
$100,000,000,
(272) Bonds of 1989 Series A -- Principal Amount
$300,000,000,
(273) Bonds of 1984 Series AP -- Principal Amount $2,400,000
(274) Bonds of 1984 Series BP -- Principal Amount $7,750,000
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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;
(275) Bonds of Series R in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(276) Bonds of Series S in the principal amount of One
hundred fifty million dollars ($150,000,000), all of which
are outstanding at the date hereof;
(277-282) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred
ninety thousand dollars ($193,290,000), all of which are
outstanding at the date hereof;
(283) Bonds of 1989 Series BP 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;
(284) 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 Thirty-one million three
hundred ninety-five thousand dollars ($31,395,000) principal
amount have heretofore been retired and One hundred
sixty-three million two hundred fifty-four thousand dollars
($163,254,000) principal amount are outstanding at the date
hereof;
(285) 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 Forty-seven million five
hundred eighty thousand dollars ($47,580,000) principal
amount have heretofore been retired and Two hundred nine
million three hundred fifty-two thousand dollars
($209,352,000) principal amount are outstanding at the date
hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Seventeen million ninety-
five thousand dollars ($17,095,000) principal amount have
heretofore been retired and Sixty-eight million three
hundred eighty thousand dollars ($68,380,000) principal
amount are outstanding at the date hereof;
(287) 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;
(288) 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;
(289) 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;
(290) 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;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
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(295) Bonds of 1992 Series D in the principal amount of
Three hundred million dollars ($300,000,000), of which Ten
million dollars ($10,000,000) principal amount have
heretofore been retired and Two hundred ninety million
($290,000,000) principal amount are outstanding at the date
hereof;
(296) 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;
(297) Bonds of 1992 Series E in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(298) 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;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Ten million
dollars ($10,000,000) principal amount have heretofore been
retired and Three hundred ninety million ($390,000,000)
principal amount are outstanding at the date hereof;
(302) Bonds of 1993 Series D in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(303) 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;
(304) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(305) Bonds of 1993 Series J in the principal amount of
Three hundred million dollars ($300,000,000), of which
Thirty million dollars ($30,000,000) principal amount have
heretofore been retired and Two hundred seventy million
($270,000,000) principal amount are outstanding at the date
hereof;
(306) 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;
(307) 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;
(308) 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;
(309) 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;
(310) 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;
(311) 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;
(312) 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;
and, accordingly, of the bonds so issued, Three billion four
hundred eighty-four million three hundred thirty-six
thousand dollars ($3,484,336,000) principal amount are out-
standing at the date hereof; and
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REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to
CREATION OF issue and sell $6,300,000 principal amount of its Pollution
NEW SERIES. Control Revenue Bonds (The Detroit Edison Company Monroe and
Fermi Plants Project), Collateralized Series I-1994 so as to
provide funds for the purchase and construction of certain
pollution control facilities installed in the Company's
Monroe and Fermi 2 Power Plants; and
WHEREAS, the Company has entered into an Installment Sales
Contract, dated as of March 1, 1977, as previously amended
and amended as of December 1, 1994 in order to purchase
certain pollution control facilities, and pursuant to such
Installment Sales Contract, as amended, the Company has
agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its
obligations under such Installment Sales Contract, as
amended; and
WHEREAS, the County of Monroe, Michigan has agreed to
issue and sell $23,700,000 principal amount of its Pollution
Control Revenue Bonds (The Detroit Edison Company Project),
Series A-1994 so as to provide funds for the purchase and
construction of certain pollution control facilities
installed in the Company's Fermi 2 Power Plant; and subject
to certain conditions, AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company, has agreed to
issue its municipal bond insurance policy guaranteeing the
payment of principal and interest on the Series A-1994
Bonds; and
WHEREAS, the Company, in order to induce AMBAC to issue
its municipal bond insurance policy relating to the Series
A-1994 Bonds, has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture to AMBAC; and
WHEREAS, for such purposes the Company desires to issue
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 WHEREAS, the Company desires by this Supplemental
SERIES KKP Indenture to create such new series of bonds, to be
NO. 15 AND 1994 SERIES designated "General and Refunding Mortgage Bonds, Series KKP
DP. No. 15" and "General and Refunding Mortgage Bonds, 1994
Series DP"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. 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 WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
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CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. 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 SIXTEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred
OF BONDS OF sixteenth series of bonds to be issued under and secured by
SERIES KKP NO. 15. 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, Series
KKP No. 15" (elsewhere herein referred to as the "bonds of
Series KKP No. 15"). The aggregate principal amount of bonds
of Series KKP No. 15 shall be limited to six million three
hundred thousand dollars ($6,300,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Each bond of Series KKP No. 15 is to be irrevocably
assigned to, and registered in the name of, Comerica Bank,
successor to Manufacturers Bank, N.A., formerly known as
Manufacturers National Bank of Detroit, as trustee, or a
successor trustee (said trustee or any successor trustee
being hereinafter referred to as the "Monroe Trust Indenture
Trustee"), under the Trust Indenture, dated as of March 1,
1977, as amended September 1, 1979, October 15, 1985, July
1, 1989, December 1, 1989, November 1, 1990, May 1, 1992,
December 15, 1992 and December 1, 1994 (hereinafter called
the "Monroe Trust Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and the Monroe Trust
Indenture Trustee, to secure payment of the County of
Monroe, Michigan, Pollution Control Revenue Bonds (The
Detroit Edison Company Monroe and Fermi Plants Project),
Collateralized Series I-1994 (hereinafter called the "Monroe
Revenue Bonds"), issued by Monroe under the Monroe Trust
Indenture, the proceeds of which (other than any accrued
interest thereon) have been provided for the acquisition and
construction of certain pollution control facilities which
the Company has agreed to purchase pursuant to the
provisions of the Installment Sales Contract, dated as of
March 1, 1977, as amended as of September 1, 1979, as of
October 15, 1985, as of July 1, 1989, as of December 1,
1989, as of November 1, 1990, as of May 1, 1992 as of
December 15, 1992 and as of December 1, 1994 (hereinafter
called the "Monroe Contract"), between the Company and
Monroe.
The bonds of Series KKP No. 15 shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of Series KKP No. 15 shall be
issued in the aggregate principal amount of $6,300,000,
shall mature on September 1, 2004 and shall bear interest,
payable semi-annually on March 1 and September 1 of each
year (commencing March 1, 1995), at the rate of 6.35%, until
the principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
The bonds of Series KKP No. 15 shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture, but only to the extent and in the manner herein
provided. The bonds of Series KKP No. 15 shall be payable,
both as to principal and interest, at the office or agency
of the Company in the Borough of Manhattan, The City and
State of New York, in any coin or currency of the United
States of America which at the time of payment is legal
tender for public and private debts.
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Except as provided herein, each bond of Series KKP No. 15
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the March 1 or September 1 next preceding the date thereof
to which interest has been paid on bonds of Series KKP No.
15, 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 March 1, 1995, in which case
interest shall be payable from December 1, 1994.
The bonds of Series KKP No. 15 in definitive form shall
be, at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of Series KKP No. 15). Until bonds of Series KKP No.
15 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
Series KKP No. 15 in temporary form, as provided in Section
10 of Article II of the Indenture. Temporary bonds of Series
KKP No. 15, if any, may be printed and may be issued in
authorized denominations in substantially the form of
definitive bonds of Series KKP No. 15, but with such
omissions, insertions and variations as may be appropriate
for temporary bonds, all as may be determined by the
Company.
Bonds of Series KKP No. 15 shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the Monroe Trust Indenture,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Monroe Trust Indenture. Any such transfer shall be made upon
surrender thereof for cancellation at the office or agency
of the Company in the Borough of Manhattan, The City and
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. Bonds of Series KKP No.
15 shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of Series KKP No. 15
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives
its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of Series KKP
No. 15, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of Series KKP No. 15, 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 as may be specified in the Monroe Contract.
Upon payment of the principal or premium, if any, or
interest on the Monroe Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article IX of the Monroe Trust Indenture,
bonds of Series KKP No. 15 in a principal amount equal to
the principal amount of such Monroe Revenue Bonds, shall, to
the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for appropriate
notation to the Trustee.
10
8
REDEMPTION SECTION 2. Bonds of Series KKP No. 15 shall be redeemed on
OF BONDS OF the respective dates and in the respective principal amounts
SERIES KKP NO. 15. which correspond to the redemption dates for, and the
principal amounts to be redeemed of, the Monroe Revenue
Bonds.
In the event the Company elects to redeem any Monroe Revenue
Bonds prior to maturity in accordance with the provisions of
the Monroe Trust Indenture, the Company shall on the same
date redeem bonds of Series KKP No. 15 in principal amounts
and at redemption prices corresponding to the Monroe Revenue
Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of Series KKP No. 15
on the same date as it gives notice of redemption of Monroe
Revenue Bonds to the Monroe Trust Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF SERIES KKP Monroe Trust Indenture and the acceleration of all Monroe
NO. 15 IN EVENT OF Revenue Bonds, the bonds of Series KKP No. 15 shall be
ACCELERATION redeemable in whole upon receipt by the Trustee of a written
OF MONROE demand (hereinafter called a "Redemption Demand") from the
REVENUE BONDS. Monroe Trust Indenture Trustee stating that there has
occurred under the Monroe Trust Indenture both an Event of
Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the
Monroe Revenue Bonds, specifying the last date to which
interest on the Monroe Revenue Bonds has been paid (such
date being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of said
series. The Trustee shall, within five days after receiving
such Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the Trustee.
Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of said series so demanded to be
redeemed (hereinafter called the "Demand Redemption Date").
Notice of the date fixed as the Demand Redemption Date shall
be mailed by the Company to the Trustee at least ten days
prior to such Demand Redemption Date. The date to be fixed
by the Company as and for the Demand Redemption Date may be
any date up to and including the earlier of (x) the 60th day
after receipt by the Trustee of the Redemption Demand or (y)
the maturity date of such bonds first occurring following
the 20th day after the receipt by the Trustee of the
Redemption Demand; provided, however, that if the Trustee
shall not have received such notice fixing the Demand
Redemption Date on or before the 10th day preceding the
earlier of such dates, the Demand Redemption Date shall be
deemed to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice being
hereinafter called the "Demand Redemption Notice") to the
Monroe Trust Indenture Trustee not more than ten nor less
than five days prior to the Demand Redemption Date.
Each bond of Series KKP No. 15 shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Monroe Trust Indenture Trustee to
the Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual
Date to the Demand Redemption Date plus an amount equal to
the aggregate premium, if any, due and payable on such
Demand Redemption Date on all Monroe Revenue Bonds;
provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 1010 of the
Monroe Trust Indenture, the Monroe Trust Indenture Trustee
has terminated proceedings to enforce any right under the
Monroe Trust Indenture, then any Redemption Demand shall
thereby be rescinded by the Monroe Trust Indenture Trustee,
and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Redemption Demand and such Redemption Demand shall be of
no force or effect, unless it is executed in the name of the
Monroe Trust Indenture Trustee by its President or one of
its Vice Presidents.
11
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FORM OF BONDS SECTION 4. The bonds of Series KKP No. 15 and the form of
OF SERIES KKP NO. 15. Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 15, 6.35% DUE SEPTEMBER 1, 2004
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of March 1, 1977 and amended
as of September 1, 1979, October 15, 1985, July 1, 1989,
December 1, 1989, November 1, 1990, May 1, 1992, December
15, 1992 and December 1, 1994 between the County of Monroe,
Michigan and Comerica Bank, successor to Manufacturers Bank,
N.A., formerly known as Manufacturers National Bank of
Detroit, as trustee, or, subject to compliance with
applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Comerica Bank, as
trustee, or registered assigns, at the Company's office or
agency in the Borough of Manhattan, The City and State of
New York, the principal sum of dollars ($ )
in lawful money of the United States of America on the date
specified in the title hereof and interest thereon at the
rate specified in the title hereof, in like lawful money,
from December 1, 1994, and after the first payment of
interest on bonds of this Series has been made or otherwise
provided for, from the most recent date to which interest
has been paid or otherwise provided for, semi-annually on
March 1 and September 1 of each year (commencing March 1,
1995), 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 the
Indenture hereinafter mentioned on the reverse hereof and in
the supplemental indenture pursuant to which this bond has
been issued.
Under a Trust Indenture, dated as of March 1, 1977 and
amended as of September 1, 1979, October 15, 1985, July 1,
1989, December 1, 1989, November 1, 1990, May 1, 1992,
December 15, 1992 and December 1, 1994 (hereinafter called
the "Monroe Trust Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and Comerica Bank,
as trustee (hereinafter called the "Monroe Trust Indenture
Trustee"), Monroe has issued Pollution Control Revenue Bonds
(The Detroit Edison Company Monroe and Fermi Plants
Project), Collateralized Series I-1994 (hereinafter called
the "Monroe Revenue Bonds"). This bond was originally issued
to Monroe and simultaneously irrevocably assigned to the
Monroe Trust Indenture Trustee so as to secure the payment
of the Monroe Revenue Bonds. Payments of principal of, or
premium, if any, or interest on, the Monroe Revenue Bonds
shall constitute like payments on this bond as further
provided herein and in the supplemental indenture pursuant
to which this bond has been issued.
Reference is hereby made to such 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.
13
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Chairman of the Board
and its Vice President and Treasurer, with their manual or
facsimile signatures, and its corporate seal, or a facsimile
thereof, to be impressed or imprinted hereon and the same to
be attested by its Corporate Secretary or an Assistant
Corporate Secretary with his or her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Vice President
Attest: and Treasurer
............................
Corporate Secretary
14
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[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 General and
Refunding Mortgage Bonds known as Series KKP No. 15, limited
to an aggregate principal amount of $6,300,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other 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 December 1, 1994)
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 December 15, 1992, 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 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 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 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 upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe Trust Indenture Trustee following
the occurrence of an Event of Default under the Monroe Trust
Indenture and the acceleration of the principal of the
Monroe Revenue Bonds.
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 Series
KKP No. 15 (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.
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.
15
13
Upon payment of the principal of, or premium, if any, or
interest on, the Monroe Revenue Bonds, whether at maturity
or prior to maturity by redemption or otherwise or upon
provision for the payment thereof having been made in
accordance with Article IX of the Monroe Trust Indenture,
bonds of Series KKP No. 15 in a principal amount equal to
the principal amount of such Monroe Revenue Bonds and having
both a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable except as may
be required to effect a transfer to any successor trustee
under the Monroe Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Monroe Trust Indenture. Any such transfer
shall be made 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 of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, and this bond
with others in like form may in like manner be exchanged for
one or more new 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, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
16
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[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
CREATION OF THREE HUNDRED SEVENTEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred
OF BONDS OF seventeenth series of bonds to be issued under and secured
1994 SERIES DP. 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, 1994
Series DP" (elsewhere herein referred to as the "bonds of
1994 Series DP"). The aggregate principal amount of bonds of
1994 Series DP shall be limited to Twenty-three million
seven hundred thousand dollars ($23,700,000), except as
provided in Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements of
bonds.
Each bond of 1994 Series DP is to be issued to AMBAC
Indemnity Corporation ("AMBAC"), a Wisconsin-domiciled stock
insurance company, and simultaneously assigned to, and
registered in the name of, United States Trust Company of
New York, as trustee ("Insurance Trustee") under the
Municipal Bond Insurance Policy ("Series A Insurance
Policy") issued by AMBAC relating to the guarantee of
payment of principal and interest with respect to the County
of Monroe, Michigan Pollution Control Revenue Bonds (The
Detroit Edison Company Project), Series A-1994 in the
aggregate principal amount of Twenty-three million seven
hundred thousand dollars ($23,700,000) ("Series A-1994
Bonds"), which Series A-1994 Bonds were created and issued
pursuant to a Resolution adopted by the County of Monroe,
Michigan ("Monroe") on May 22, 1973, as previously amended
and supplemented and as amended and supplemented by a
Resolution adopted December 13, 1994 (the "Series A
Resolution"), to induce AMBAC to issue the Series A
Insurance Policy. Under an Installment Sales Contract, dated
as of June 1, 1973, as previously amended and as amended as
of December 1, 1994, between the Company and Monroe (the
"Series A Contract"), the Company is obligated to make
payments to NBD Bank, N.A. (or its successor), as trustee
(the "Series A Trustee") for the Series A-1994-Bonds in
amounts and at times equal and corresponding to the amount
and time of payments of principal, premium and interest due
on the Series A-1994.
The bonds of 1994 Series DP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1994 Series DP shall be issued in the
aggregate principal amount of $23,700,000, shall mature on
December 1, 2004 and shall bear interest, payable
semi-annually on June 1 and December 1 of each year
(commencing June 1, 1995), at the rate of 6.35%, until the
principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
17
15
The bonds of 1994 Series DP shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture, but only to the extent and in the manner herein
provided. The bonds of 1994 Series DP shall be payable, both
as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The City and State of
New York, in any coin or currency of the United States of
America which at the time of payment is legal tender for
public and private debts.
Except as provided herein, each bond of 1994 Series DP
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the June 1 or December 1 next preceding the date thereof to
which interest has been paid on bonds of 1994 Series DP,
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 June 1, 1995, in which case
interest shall be payable from December 1, 1994.
The bonds of 1994 Series DP in definitive form shall be,
at the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 1994 Series DP). Until bonds of 1994 Series DP 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 1994
Series DP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1994 Series
DP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1994 Series DP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
Bonds of 1994 Series DP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor insurance trustee under the Series A
Insurance Policy, or, to AMBAC in the event that (1) AMBAC
makes a payment to fulfill its obligations under the Series
A Resolution to cure an Event of Default by the Company as
may have occurred under the Series A Resolution and/or (2)
an Event of Default shall have occurred under the Indenture.
Any such transfer shall be made upon surrender thereof for
cancellation at the office or agency of the Company in the
Borough of Manhattan, The City and 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. Bonds of 1994 Series DP shall in the
same manner be exchangeable for a like aggregate principal
amount of bonds of 1994 Series DP upon the terms and
conditions specified herein and in Section 7 of Article II
of the Indenture. The Company waives its rights under
Section 7 of Article II of the Indenture not to make
exchanges or transfers of bonds of 1994 Series DP, during
any period of ten days next preceding any redemption date
for such bonds.
So long as the Series A Insurance Policy shall be in full
force and effect, AMBAC shall have the right to direct the
Trustee in all matters relating to the bonds of 1994 Series
DP.
Bonds of 1994 Series DP, 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 as may be specified pursuant to the terms and conditions
specified herein.
18
16
Upon payment by the Company as part of its obligations
under the Series A Contract of the principal or premium, if
any, or interest on the Series A-1994 Bonds, whether at
maturity or prior to maturity by redemption or otherwise, or
upon provision for the payment thereof having been made in
accordance with the Series A Resolution, bonds of 1994
Series DP in a principal amount equal to the principal
amount of such Series A-1994 Bonds, shall, to the extent of
such payment of principal, premium or interest, be deemed
fully paid and the obligation of the Company thereunder to
make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1994 Series DP shall be redeemed on
OF BONDS the respective dates and in the respective principal amounts
OF 1994 which correspond to the redemption dates for, and the
SERIES DP. principal amounts to be redeemed of, the Series A-1994
Bonds.
In the event the Company elects to redeem any Series
A-1994 Bonds prior to maturity in accordance with the
provisions of the Monroe Trust Indenture, the Company shall
on the same date redeem bonds of 1994 Series DP in principal
amounts and at redemption prices corresponding to the Series
A-1994 Bonds so redeemed. The Company agrees to give the
Trustee notice of any such redemption of bonds of 1994
Series DP on the same date as it gives notice of redemption
of Series A-1994 Bonds to the Series A Trustee.
REDEMPTION SECTION 3. In the event that (1) AMBAC cures an Event of
OF BONDS OF Default (as defined in the Series A Resolution) by the
1994 SERIES Company under the Series A Resolution by the payment of
DP IN EVENT principal or interest, or both, due on the Series A-1994
OF AMBAC PAYMENT. Bonds pursuant to the Series A Resolution, the bonds of 1994
Series DP shall be payable or redeemable, or both, in an
amount corresponding to the payment of principal or interest
or both, by AMBAC or (2) the Series A Trustee has called for
redemption the Series A-1994 Bonds as a result of an Event
of Default under the Series A Resolution and, in each case,
upon receipt by the Trustee of a written demand by the
AMBAC, accompanied by a certification from the Series A
Trustee as to the amount and type (principal, interest or
both) of payment by AMBAC ("Payment Demand"). The Trustee
shall, within five days after receiving such Payment Demand,
mail a copy thereof to the Company marked to indicate the
date of its receipt by the Trustee. Promptly upon receipt by
the Company of such copy of a Payment Demand, the Company
shall be obligated to pay such amount as may be deemed to be
interest and shall fix a date on which it will redeem the
bonds of said series so demanded to be redeemed (hereinafter
called the "Demand Redemption Date") and. Notice of the date
fixed as the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten days prior to such
Demand Redemption Date. The date to be fixed by the Company
as and for the Demand Redemption Date may be any date up to
and including the earlier of (x) the 60th day after receipt
by the Trustee of the Payment Demand or (y) the maturity
date of such bonds first occurring following the 20th day
after the receipt by the Trustee of the Payment Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption Date on or
before the 10th day preceding the earlier of such dates, the
Demand Redemption Date shall be deemed to be the earlier of
such dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the
"Demand Redemption Notice") to the Insurance Trustee not
more than ten nor less than five days prior to the Demand
Redemption Date.
19
17
Each bond of 1994 Series DP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Insurance Trustee to the Trustee at
a redemption price equal to the principal amount thereof
plus accrued interest paid by AMBAC pursuant to the Series A
Resolution from the date of such payment to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand Redemption
Date on a corresponding amount of Series A-1994 Bonds;
provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to the Series A
Resolution, AMBAC has terminated proceedings to enforce any
right it may have against the Company under the Series A
Insurance Policy, then any Payment Demand shall thereby be
rescinded by the Insurance Trustee, and no Demand Redemption
Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or annulment
shall extend to or affect any subsequent default or impair
any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Payment Demand and such Payment Demand shall be of no
force or effect, unless it is executed in the name of the
Insurance Trustee by its President or one of its Vice
Presidents.
FORM OF BONDS SECTION 4. The bonds of 1994 Series DP and the form of
OF 1994 SERIES DP. Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1994 SERIES DP, 6.35% DUE DECEMBER 1, 2004
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor insurance
trustee under the Municipal Bond Insurance Policy, dated as
of December 21, 1994 issued by AMBAC Indemnity Corporation
and relating to the County of Monroe, Michigan Pollution
Control Bonds (The Detroit Edison Company Project), Series
A-1994, or to AMBAC Indemnity Corporation pursuant to Part
II, Section 1 of the Supplemental Indenture dated as of
December 1, 1994, or, subject to compliance with applicable
law.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to United States
Trust Company of New York, as Insurance Trustee, or
registered assigns, at the Company's office or agency in the
Borough of Manhattan, The City and State of New York, the
principal sum of Twenty-three million seven hundred thousand
dollars ($23,700,000) in lawful money of the United States
of America on the date specified in the title hereof and
interest thereon at the rate specified in the title hereof,
in like lawful money, from December 1, 1994, and after the
first payment of interest on bonds of this Series has been
made or otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided for,
semi-annually on June 1 and December 1 of each year
(commencing June 1, 1995), 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 the Indenture hereinafter mentioned on the
reverse hereof and in the supplemental indenture pursuant to
which this bond has been issued.
20
18
Under a Resolution, dated as of May 8, 1973, as previously
amended and supplemented and amended and supplemented as of
December 13, 1994 (hereinafter called the "Series A
Resolution Monroe Trust Indenture"), adopted by the County
of Monroe, Michigan (hereinafter called "Monroe"), Monroe
has issued Pollution Control Revenue Bonds (The Detroit
Edison Company Project), Series A-1994 (hereinafter called
the "Series A-1994 Bonds") and AMBAC Indemnity Corporation
("AMBAC") has issued its Municipal Bond Insurance Policy
("Series A Insurance Policy") relating to the guarantee of
the payment of principal and interest on the Series A-1994
Bond. This bond is being issued to induce AMBAC to issue the
Series A Insurance Policy. Payments of principal of, or
premium, if any, or interest on, the Series A-1994 Bonds
shall constitute like payments on this bond as further
provided herein and in the supplemental indenture pursuant
to which this bond has been issued.
Reference is hereby made to such 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 by its Chairman of the Board
and its President or a Vice President, with their manual or
facsimile signatures, and its corporate seal, or a facsimile
thereof, to be impressed or imprinted hereon and the same to
be attested by its Secretary or an Assistant Secretary with
his manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Attest: Vice President and Treasurer
............................
Corporate Secretary
21
19
[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 General and
Refunding Mortgage Bonds known as 1994 Series DP, limited to
an aggregate principal amount of $23,700,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other 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 December 1, 1994)
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 December 1, 1994, 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 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 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 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 upon the terms and conditions set
forth in the Indenture.
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 1994
Series DP (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.
22
20
Upon payment by the Company as part of its obligations
under the Series A Resolution of the principal of, or
premium, if any, or interest on, the Series A-1994 Bonds,
whether at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof having
been made in accordance with Series A Resolution, bonds of
1994 Series DP in a principal amount equal to the principal
amount of such Series A-1994 Bonds and having both a
corresponding maturity date and interest rate shall, to the
extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease and be
discharged, and, in the case of the payment of principal and
premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate
notation to the Trustee.
This bond is not assignable or transferable except as may
be required to effect a transfer to any successor insurance
trustee under the Series A Insurance Policy, or, to AMBAC
Indemnity Corporation pursuant to the terms and conditions
set forth in Part II, Section I of the Supplemental
Indenture, dated as of December 1, 1994 or subject to
compliance with applicable law. Any such transfer shall be
made 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 of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, and this bond
with others in like form may in like manner be exchanged for
one or more new 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.
So long as the Series A Insurance Policy shall be in full
force and effect, AMBAC shall have the right to direct the
Trustee in all matters relating to the bonds of 1994 Series
DP.
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, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
23
21
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. 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 Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. 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 September 1, 1947
Additional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provisions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions and
Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
24
22
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976..................... Series GGP Nos. 1-7 Bonds July 15, 1976
and Subject Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977..................... Series IIP Nos. 1-7 Bonds, June 15, 1977
Series 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
25
23
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
July 1, 1977...................... Series NNP Nos. 1-7 Bonds October 1, 1977
and Subject Properties
October 1, 1977................... Series GGP Nos. 8-22 Bonds June 1, 1978
and Series OOP Nos. 1-17
Bonds and Subject
Properties
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9 Bonds
and Subject Properties
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP 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 April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 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 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
26
24
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject 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 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E 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 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 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 May 15, 1991
Series CP
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 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E 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 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
27
25
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
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
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and 1989 March 15, 1992
Series 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 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and Amendment September 15, 1993
of 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
------------------------------------------
(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.
28
26
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as June
15, 1994 providing for the terms of bonds to be issued
thereunder of 1994 Series BP has heretofore been entered
into between the Company and the Trustee and has been filed
in the Office of the Secretary of State of Michigan as a
financing statement on July 1, 1994 (Filing No. 44411B), has
been filed and recorded in the Office of the Interstate
Commerce Commission (Recordation No. 5485-NNNN) on July 1,
1994, and has been recorded as a real estate mortgage in the
offices of the respective Register of Deeds of certain
counties in the State of Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
Genesee.................................... July 5, 1994 3052 811-834
Huron...................................... July 1, 1994 630 333-356
Ingham..................................... July 1, 1994 2191 854-877
Lapeer..................................... July 1, 1994 0864 0459-0482
Lenawee.................................... July 1, 1994 1319 901-924
Livingston................................. July 1, 1994 1843 0672-0695
Macomb..................................... July 1, 1994 06381 684-707
Mason...................................... July 1, 1994 442 90-113
Monroe..................................... July 1, 1994 1390 0931-0954
Oakland.................................... July 20, 1994 14843 827-850
St. Clair.................................. July 5, 1994 1361 599-622
Sanilac.................................... July 1, 1994 459 74-97
Tuscola.................................... July 6, 1994 661 391-414
Washtenaw.................................. July 1, 1994 2997 527-550
Wayne...................................... July 1, 1994 27471 444-467
29
27
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as August
15, 1994 providing for the terms of bonds to be issued
thereunder of 1994 Series C has heretofore been entered into
between the Company and the Trustee and has been filed in
the Office of the Secretary of State of Michigan as a
financing statement on August 16, 1994 (Filing No. 46000B),
has been filed and recorded in the Office of the Interstate
Commerce Commission (Recordation No. 5485-OOOO) on August
16, 1994, and has been recorded as a real estate mortgage in
the offices of the respective Register of Deeds of certain
counties in the State of Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGES
------ -------- --------- -----
Genesee.................................. August 16, 1994 3068 11-33
Huron.................................... August 16, 1994 632 650-672
Ingham................................... August 16, 1994 2202 288-310
Lapeer................................... August 16, 1994 0869 0936-0958
Lenawee.................................. August 16, 1994 1325 559-581
Livingston............................... August 16, 1994 1855 0990-1012
Macomb................................... August 16, 1994 06425 191-213
Mason.................................... August 16, 1994 443 561-583
Monroe................................... August 16, 1994 1398 0968-0990
Oakland.................................. August 16, 1994 14910 248-270
St. Clair................................ August 16, 1994 1370 957-979
Sanilac.................................. August 16, 1994 460 661-683
Tuscola.................................. August 16, 1994 662 1224-1246
Washtenaw................................ August 16, 1994 3016 827-849
Wayne.................................... August 16, 1994 27560 686-708
30
28
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of
OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, W, Y,
FOR PAYMENT. 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. 1-8, 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 and 1989 Series A 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 and June 15, 1989 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 IV.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. 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 V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT 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 THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. 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.
31
29
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 OR
ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST
ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By ______________________________
L. L. Loomans
Vice President and Treasurer
EXECUTION. Attest:
________________________________
Ronald J. Gdowski
Assistant Corporate Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
__________________________
Jack L. Somers
__________________________
Cathy M. Lewis
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of December, 1994, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. Wayne, in the State of Michigan, personally appeared L. L.
Loomans, to me personally known, who, being by me duly
sworn, did say that he does business at 2000 Second Avenue,
Detroit, Michigan 48226 and is the Vice President and
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
L. L. Loomans, acknowledged said instrument to be the free
act and deed of said corporation.
___________________________________
(Notarial Seal) Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
32
30
BANKERS TRUST COMPANY,
(Corporate Seal) By ____________________________
Robert Caporale
Vice President
Attest:
________________________________
M. Lisa Morrone
Assistant Vice President
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
___________________________
Scott Thiel
___________________________
Denise Mitchell
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this day of December, 1994, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of New
BY TRUSTEE. York, in the State of New York, personally appeared Robert
Caporale, 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 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 Robert Caporale
acknowledged said instrument to be the free act and deed of
said corporation.
(Notarial Seal)
___________________________________
Karen J. Morena
Notary Public, State of New York
No. 41-4991083
Qualified in Queens County
Certificate Filed in New York County
Commission Expires 1-21-96
33
31
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO L. L. Loomans, being duly sworn, says: that he is the Vice
CONSIDERATION President and Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. 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.
-------------------
L. L. Loomans
Sworn to before me this day of
December, 1994
/s/ JUDITH THUN
---------------------------------------
Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
48226