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EXHIBIT 4-211
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of December 1, 1989
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES KKP NO. 11, DUE SEPTEMBER 1,
2019,
(B) GENERAL AND REFUNDING MORTGAGE BONDS, 1989 SERIES BP, DUE DECEMBER 1, 2019
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. 11 and 1989 Series BP.......... 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED SEVENTY-NINTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 11
Sec. 1. Terms of Bonds of Series KKP No. 11................. 6
Sec. 2. Redemption of Bonds of Series KKP No. 11............ 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of Series KKP No. 11.................. 9
Form of Trustee's Certificate....................... 13
PART II.
CREATION OF TWO HUNDRED EIGHTIETH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1989 SERIES BP
Sec. 1. Terms of Bonds of 1989 Series BP.................... 13
Sec. 2. Redemption of Bonds of 1989 Series BP............... 14
Sec. 3. Redemption in Event of Acceleration................. 15
Sec. 4. Consent............................................. 16
Sec. 5. Form of Bonds of 1989 Series BP..................... 16
Form of Trustee's Certificate....................... 20
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 20
Recording and filing of Supplemental Indentures............. 20
Recording of Certificates of Provision for Payment.......... 24
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 24
PART V.
MISCELLANEOUS
Execution in Counterparts................................... 25
Testimonium................................................. 25
Execution................................................... 25
Acknowledgements............................................ 26
Affidavit as to consideration and good faith................ 27
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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
eighty-nine, 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 and
July 15, 1989 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 Four billion nine
ISSUED. hundred sixty-eight million one hundred seventy-one thousand
dollars ($4,968,171,000) 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,
(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,
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(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 BB -- Principal Amount
$50,000,000,
(20) Bonds of Series CC -- Principal Amount
$50,000,000,
(21-28) Bonds of Series DDP Nos. 1-8 -- Principal Amount $6,400,000,
(29-38) Bonds of Series FFR Nos. 1-10 -- Principal Amount $5,800,000,
(39-52) Bonds of Series GGP Nos. 1-6 and
8-15 -- Principal Amount $7,960,000,
(53-64) Bonds of Series IIP Nos. 1-6 and
8-13 -- Principal Amount $450,000,
(65-70) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(71-76) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(77-88) Bonds of Series LLP Nos. 1-6 and
8-13 -- Principal Amount $4,760,000,
(89-100) Bonds of Series NNP Nos. 1-6 and
8-13 -- Principal Amount $7,950,000,
(101-108) Bonds of Series OOP Nos. 1-8 -- Principal Amount $2,680,000,
(109-120) Bonds of Series QQP Nos. 1-7 and
10-14 -- Principal Amount $7,075,000,
(121-126) Bonds of Series TTP Nos. 1-6 -- Principal Amount $330,000,
(127) Bonds of 1980 Series A -- Principal Amount
$50,000,000,
(128-136) Bonds of 1980 Series CP Nos. 1-5
and 13-16 -- Principal Amount $3,250,000,
(137-141) Bonds of 1980 Series DP Nos. 1-5 -- Principal Amount $925,000,
(142-145) Bonds of 1981 Series AP Nos. 1-4 -- Principal Amount $3,200,000,
all of which have either been retired and cancelled, or no
longer represent obligations of the Company, having been called
for redemption and funds necessary to effect the payment,
redemption and retirement thereof having been deposited with
the Trustee as a special trust fund to be applied for such
purpose;
(146) 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;
(147) 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;
(148) Bonds of Series T in the principal amount of Seventy-five
million dollars ($75,000,000), all of which are outstanding at
the date hereof;
(149) Bonds of Series U in the principal amount of Seventy-five
million dollars ($75,000,000), all of which are outstanding at
the date hereof;
(150) Bonds of Series V in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(151) Bonds of Series X in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(152) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding at
the date hereof;
(153) Bonds of Series Z in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(154) Bonds of Series AA in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(155) Bonds of Series DDP No. 9 in the principal amount of
Seven million nine hundred five thousand dollars ($7,905,000),
of which One million six hundred thousand dollars ($1,600,000)
principal amount have heretofore been retired and Six
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million three hundred five thousand dollars ($6,305,000)
principal amount are outstanding at the date hereof;
(156) Bonds of Series EE in the principal amount of Fifty
million dollars ($50,000,000), of which Twenty-five million
dollars ($25,000,000) principal amount have heretofore been
retired and Twenty-five million dollars ($25,000,000) principal
amount are outstanding at the date hereof;
(157-160) Bonds of Series FFR Nos. 11-14 in the principal
amount of Thirty-nine million eight hundred thousand dollars
($39,800,000), all of which are outstanding at the date hereof;
(161-168) Bonds of Series GGP Nos. 7 and 16-22 in the principal
amount of Thirty-four million three hundred forty thousand
dollars ($34,340,000), of which Two million four hundred
thousand dollars ($2,400,000) principal amount have heretofore
been retired and Thirty-one million nine hundred forty thousand
dollars ($31,940,000) principal amount are outstanding at the
date hereof;
(169) Bonds of Series HH in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(170-171) Bonds of Series MMP and MMP No. 2 in the principal
amount of Five million four hundred thirty thousand dollars
($5,430,000), of which One million ninety thousand dollars
($1,090,000) principal amount have heretofore been retired and
Four million three hundred forty thousand dollars ($4,340,000)
principal amount are outstanding at the date hereof;
(172-181) Bonds of Series IIP Nos. 7 and 14-22 in the principal
amount of Three million three hundred thousand dollars
($3,300,000), of which One hundred ten thousand dollars
($110,000) principal amount have heretofore been retired and
Three million one hundred ninety thousand dollars ($3,190,000)
principal amount are outstanding at the date hereof;
(182-183) Bonds of Series JJP Nos. 7-8 in the principal amount
of Six million one hundred sixty thousand dollars ($6,160,000),
of which Three hundred fifty thousand dollars ($350,000)
principal amount have heretofore been retired and Five million
eight hundred ten thousand dollars ($5,810,000) are outstanding
at the date hereof;
(184-187) Bonds of Series KKP Nos. 7-10 in the principal amount
of Sixty-three million three hundred thousand dollars
($63,300,000), of which Seven hundred ten thousand dollars
($710,000) principal amount have heretofore been retired and
Sixty-two million five hundred ninety thousand dollars
($62,590,000) are outstanding at the date hereof;
(188-190) Bonds of Series LLP Nos. 7 and 14-15 in the principal
amount of Four million ninety thousand dollars ($4,090,000), of
which Two million five hundred thirty-five thousand dollars
($2,535,000) principal amount have heretofore been retired and
One million five hundred fifty-five thousand dollars
($1,555,000) principal amount are outstanding at the date
hereof;
(191-199) Bonds of Series NNP Nos. 7 and 14-21 in the principal
amount of Forty million ($40,000,000), of which One million six
hundred fifty thousand dollars ($1,650,000) principal amount
have heretofore been retired and Thirty-eight million three
hundred fifty thousand dollars ($38,350,000) principal amount
are outstanding at the date hereof;
(200-209) Bonds of Series OOP Nos. 9-18 in the principal amount
of Sixteen million two hundred thousand dollars ($16,200,000),
of which Two hundred forty thousand dollars ($240,000)
principal amount have heretofore been retired and Fifteen
million nine hundred sixty thousand dollars ($15,960,000) are
outstanding at the date hereof;
(210) Bonds of Series PP in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
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(211-217) Bonds of Series QQP Nos. 8-9 and 15-19 in the
principal amount of Six million five hundred seventy-five
thousand dollars ($6,575,000), all of which are outstanding at
the date hereof;
(218) Bonds of Series RR in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
(219) Bonds of Series SS in the principal amount of One hundred
fifty million dollars ($150,000,000), of which Fifty million
dollars ($50,000,000) principal amount have heretofore been
retired and One hundred million dollars ($100,000,000)
principal amount are outstanding at the date hereof;
(220-228) Bonds of Series TTP Nos. 7-15 in the principal amount
of Three million four hundred seventy thousand dollars
($3,470,000), all of which are outstanding at the date hereof;
(229) Bonds of Series UU in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(230) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which Fifty-three
million two hundred thousand dollars ($53,200,000) principal
amount have heretofore been retired and Forty-six million eight
hundred thousand dollars ($46,800,000) principal amount are
outstanding at the date hereof;
(231-246) Bonds of 1980 Series CP Nos. 6-12 and 17-25 in the
principal amount of Thirty-one million seven hundred fifty
thousand dollars ($31,750,000), all of which are outstanding at
the date hereof;
(247-252) Bonds of 1980 Series DP Nos. 6-11 in the principal
amount of Nine million eight hundred twenty-five thousand
dollars ($9,825,000), all of which are outstanding at the date
hereof;
(253-264) Bonds of 1981 Series AP Nos. 5-16 in the principal
amount of One hundred twenty million eight hundred thousand
dollars ($120,800,000), all of which are outstanding at the
date hereof;
(265) Bonds of 1984 Series AP in the principal amount of Two
million four hundred thousand dollars ($2,400,000), all of
which are outstanding at the date hereof;
(266) Bonds of 1984 Series BP in the principal amount of Seven
million seven hundred fifty thousand dollars ($7,750,000), all
of which are outstanding at the date hereof;
(267) Bonds of 1985 Series A in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(268) Bonds of 1985 Series B in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(269) Bonds of 1986 Series A in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(270) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(271) Bonds of 1986 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(272) Bonds of 1987 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(273) Bonds of 1987 Series B in the principal amount of One
hundred seventy-five million dollars ($175,000,000), all of
which are outstanding at the date hereof;
(274) Bonds of 1987 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;
(275) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which are
outstanding at the date hereof;
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(276) Bonds of 1987 Series E in the principal amount of
One hundred fifty million dollars ($150,000,000), all
of which are outstanding at the date hereof;
(277) Bonds of 1987 Series F in the principal amount of
Two hundred million dollars ($200,000,000), all of
which are outstanding at the date hereof; and
(278) Bonds of 1989 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of
which are outstanding at the date hereof;
and, accordingly, of the bonds so issued, Three billion
eight hundred ninety-nine million two hundred ten
thousand dollars ($3,899,210,000) principal amount are
outstanding at the date hereof; and
REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to
CREATION OF issue and sell $9,745,000 principal amount of its Pollution
NEW SERIES. Control Revenue Bonds (The Detroit Edison Company Monroe and
Fermi Plants Project), Collateralized Series I-1989B and
$66,565,000 principal amount of its Pollution Control
Revenue Bonds (The Detroit Edison Company Fermi Plant
Project), Collateralized Series CC so as to provide funds
for the purchase and construction of certain pollution
control facilities installed in the Company's Fermi 2 Plant;
and
WHEREAS, the Company has entered into (1) an Installment
Sales Contract, dated as of March 1, 1977 and amended as of
September 1, 1979, October 15, 1985, July 1, 1989 and
December 1, 1989 and (2) an Installation Subcontract, dated
as of December 1, 1989, each with the County of Monroe, in
order to purchase certain pollution control facilities, and
pursuant to such Installment Sales Contracts 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 Contracts; 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. 11 AND 1989 SERIES designated "General and Refunding Mortgage Bonds, Series KKP
BP No. 11" and "General and Refunding Mortgage Bonds, 1989
Series BP"; 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 TWO HUNDRED SEVENTY-NINTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 11
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF seventy-ninth series of bonds to be issued under and secured
SERIES KKP by the Original Indenture as amended to date and as further
NO. 11 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. 11" (elsewhere herein referred to as the "bonds of
Series KKP No. 11"). The aggregate principal amount of bonds
of Series KKP No. 11 shall be limited to Nine million seven
hundred and forty-five thousand dollars ($9,745,000), 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. 11 is to be irrevocably
assigned to, and registered in the name of, 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 and
December 1, 1989 (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-1989B (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 and December 1, 1989
(hereinafter called the "Monroe Contract"), between the
Company and Monroe.
The bonds of Series KKP No. 11 shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of Series KKP No. 11 shall be
issued in the aggregate principal amount of $9,745,000,
shall mature on September 1, 2019 and shall bear interest,
payable semi-annually on March 1 and September 1 of each
year (commencing March 1, 1990), at the rate of 7 1/2%,
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. 11 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. 11 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. 11
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.
11, 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, 1990, in which case
interest shall be payable from December 1, 1989.
The bonds of Series KKP No. 11 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. 11). Until bonds of Series KKP No.
11 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. 11 in temporary form, as provided in Section
10 of Article II of the Indenture. Temporary bonds of Series
KKP No. 11, if any, may be printed and may be issued in
authorized denominations in substantially the form of
definitive bonds of Series KKP No. 10, 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. 11 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.
11 shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of Series KKP No. 11
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. 11, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of Series KKP No. 11, 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. 11 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.
REDEMPTION SECTION 2. Bonds of Series KKP No. 11 shall be redeemed on
OF BONDS the respective dates and in the respective principal amounts
OF SERIES KKP which correspond to the redemption dates for, and the
NO. 11 principal amounts to be redeemed of, the Monroe Revenue
Bonds.
10
8
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. 11 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. 11 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 Monroe Trust Indenture and the acceleration of all Monroe
SERIES KKP Revenue Bonds, the bonds of Series KKP No. 11 shall be
NO. 11 IN EVENT redeemable in whole upon receipt by the Trustee of a written
OF ACCELERATION demand (hereinafter called a "Redemption Demand") from the
OF MONROE Monroe Trust Indenture Trustee stating that there has
REVENUE BONDS. 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. 11 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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CONSENT. SECTION 4. The holders of the bonds of Series KKP No. 11,
by their acceptance of and holding thereof, consent and
agree that bonds of any series may be issued which mature on
a date or dates later than October 1, 2024 and also consent
to the deletion from the first paragraph of Section 5 of
Article II of the Indenture of the phrase "but in no event
later than October 1, 2024". Such holders further agree that
(a) such consent shall, for all purposes of Article XV of
the Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in this Section 4, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
FORM OF BONDS SECTION 5. The bonds of Series KKP No. 11 and the form of
OF SERIES KKP Trustee's Certificate to be endorsed on such bonds shall be
NO. 11. substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 11, 7 1/2% DUE SEPTEMBER 1, 2019
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 and
December 1, 1989 between the County of Monroe, Michigan and
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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Manufacturers
National Bank of Detroit, as trustee, or registered assigns,
at the Company's office or agency in the Borough of
Manhattan, The City and State of New York, the principal sum
of dollars ($ ) 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, 1989,
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, 1990), 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.
12
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Under a Trust Indenture, dated as of March 1, 1977 and
amended as of September 1, 1979, October 15, 1985, July 1,
1989 and December 1, 1989 (hereinafter called the "Monroe
Trust Indenture"), between the County of Monroe, Michigan
(hereinafter called "Monroe"), and Manufacturers National
Bank of Detroit, 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-1989B
(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, 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.
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: President
............................
Secretary
13
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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. 11, limited to an aggregate principal amount of
$9,745,000, 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, 1989)
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, 1989, 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.
The holders of the bonds of Series KKP No. 11, by
their acceptance of and holding thereof, consent and
agree that bonds of any series may be issued which
mature on a date or dates later than October 1, 2024
and also consent to the deletion from the first
paragraph of Section 5 of Article II of the Indenture
of the phrase "but in no event later than October 1,
2024,". Such holders further agree that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of
such holders, be deemed the affirmative vote of such
holders at any meeting called pursuant to said Article
XV for the purpose of approving such deletion, and (b)
such deletion shall become effective at such time as
not less than eighty-five per cent (85%) in principal
amount of bonds outstanding under the Indenture shall
have consented thereto substantially in the manner set
forth in Section 4 of Part I of the Supplemental
Indenture dated as of December 1, 1989, or in writing,
or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination
thereof.
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.
14
12
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. 11 (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.
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. 11 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.
15
13
[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 TWO HUNDRED EIGHTIETH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1989 SERIES BP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF eightieth series of bonds to be issued under and secured by
1989 SERIES BP 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, 1989
Series BP" (elsewhere herein referred to as the "bonds of
1989 Series BP"). The aggregate principal amount of bonds of
1989 Series BP shall be limited to sixty-six million five
hundred and sixty-five thousand dollars ($66,565,000),
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 1989 Series BP is to be irrevocably assigned
to, and registered in the name of, 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 December 1, 1989 (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 Fermi Plant Project), Collateralized
Series CC (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 December 1, 1989
(hereinafter called the "Monroe Contract"), between the
Company and Monroe.
The bonds of 1989 Series BP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1989 Series BP shall be issued in the
aggregate principal amount of $66,565,000, shall mature on
December 1, 2019 and shall bear interest, payable
semi-annually on June 1 and December 1 of each year
(commencing June 1, 1990), at the rate of 7 1/2%, 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 1989 Series BP 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 1989 Series BP 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.
16
14
Except as provided herein, each bond of 1989 Series BP
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 1989 Series BP,
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, 1990, in which case
interest shall be payable from December 1, 1989.
The bonds of 1989 Series BP 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 1989 Series BP). Until bonds of 1989 Series BP 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 1989
Series BP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1989 Series
BP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1989 Series BP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
Bonds of 1989 Series BP 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 1989 Series BP
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 1989 Series BP 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 1989 Series BP,
during any period of ten days next preceding any redemption
date for such bonds.
Bonds of 1989 Series BP, 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 1989 Series BP 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.
REDEMPTION SECTION 2. Bonds of 1989 Series BP shall be redeemed on
OF BONDS the respective dates and in the respective principal amounts
OF 1989 which correspond to the redemption dates for, and the
SERIES BP principal amounts to be redeemed of, the Monroe Revenue
Bonds.
17
15
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 1989 Series BP 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 1989
Series BP 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 Monroe Trust Indenture and the acceleration of all Monroe
1989 SERIES Revenue Bonds, the bonds of 1989 Series BP shall be
BP IN EVENT redeemable in whole upon receipt by the Trustee of a written
OF ACCELERATION demand (hereinafter called a "Redemption Demand") from the
OF MONROE Monroe Trust Indenture Trustee stating that there has
REVENUE BONDS. 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 1989 Series BP 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.
18
16
CONSENT. SECTION 4. The holders of the bonds of 1989 Series BP, by
their acceptance of and holding thereof, consent and agree
that bonds of any series may be issued which mature on a
date or dates later than October 1, 2024 and also consent to
the deletion from the first paragraph of Section 5 of
Article II of the Indenture of the phrase "but in no event
later than October 1, 2024". Such holders further agree that
(a) such consent shall, for all purposes of Article XV of
the Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in this Section 4, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
FORM OF BONDS SECTION 5. The bonds of 1989 Series BP and the form of
OF 1989 SERIES BP. 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
1989 SERIES BP, 7 1/2% DUE DECEMBER 1, 2019
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 December 1, 1989 between
the County of Monroe, Michigan and 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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Manufacturers
National Bank of Detroit, as trustee, or registered assigns,
at the Company's office or agency in the Borough of
Manhattan, The City and State of New York, the principal sum
of dollars ($ ) 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, 1989,
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, 1990), 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 December 1, 1989
(hereinafter called the "Monroe Trust Indenture"), between
the County of Monroe, Michigan (hereinafter called
"Monroe"), and Manufacturers National Bank of Detroit, as
trustee (hereinafter called the "Monroe Trust Indenture
Trustee"), Monroe has issued Pollution Control Revenue Bonds
(The Detroit Edison Company Fermi Plant Project),
Collateralized Series CC (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, 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.
19
17
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: President
............................
Secretary
20
18
[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 1989 Series BP, limited to an aggregate principal
amount of $66,565,000, 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, 1989)
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, 1989,
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.
The holders of the bonds of 1989 Series BP, by their
acceptance of and holding thereof, consent and agree
that bonds of any series may be issued which mature on
a date or dates later than October 1, 2024 and also
consent to the deletion from the first paragraph of
Section 5 of Article II of the Indenture of the phrase
"but in no event later than October 1, 2024,". Such
holders further agree that (a) such consent shall, for
all purposes of Article XV of the Indenture and
without further action on the part of such holders, be
deemed the affirmative vote of such holders at any
meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such
deletion shall become effective at such time as not
less than eighty-five per cent (85%) in principal
amount of bonds outstanding under the Indenture shall
have consented thereto substantially in the manner set
forth in Section 4 of Part II of the Supplemental
Indenture dated as of December 1, 1989, or in writing,
or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination
thereof.
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.
21
19
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 1989 Series BP (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.
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 1989 Series BP 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.
22
20
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein,
TRUSTEE'S 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 Scretary 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
23
21
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
24
22
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
25
23
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 Janaury 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
------------------------------------------
(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.
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as
of July 15, 1989 providing for the terms of bonds to be
issued thereunder of Series KKP No. 10 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 June 25,
1989 (Filing No. 96570A), has been filed and recorded
in the Office of the Interstate Commerce Commission
(Recordation No. 5485-NNN), 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 25, 1989 2520 334-355
Huron........................... July 25, 1989 526 646-667
Ingham.......................... July 25, 1989 1766 822-843
Lapeer.......................... July 25, 1989 665 769-790
Lenawee......................... July 25, 1989 1100 937-958
Livingston...................... July 25, 1989 1355 0779-0800
Macomb.......................... July 25, 1989 04689 282-303
Mason........................... July 25, 1989 382 755-776
Monroe.......................... July 25, 1989 1085 0862-0883
Oakland......................... July 25, 1989 10993 471-492
Sanilac......................... July 25, 1989 404 446-467
St. Clair....................... July 25, 1989 935 34-55
Tuscola......................... July 25, 1989 594 728-749
Washtenaw....................... July 25, 1989 2333 501-522
Wayne........................... July 25, 1989 24269 192-213
26
24
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,
FOR PAYMENT. BB, CC, DDP Nos. 1-8, FFR Nos. 1-10, GGP Nos. 1-6 and 8-15,
IIP Nos. 1-6 and 8-13, JJP Nos. 1-6, KKP Nos. 1-6, LLP Nos.
1-6 and 8-13, NNP Nos. 1-6 and 8-13, OOP Nos. 1-8, QQP Nos.
1-7 and 10-14 and TTP Nos. 1-6, 1980 Series A, 1980 Series
CP Nos. 1-5 and 13-16, 1980 Series DP Nos. 1-5 and 1981
Series AP No. 1-4 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, October 1, 1974, January 15, 1975, November 1, 1975,
February 1, 1976, June 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, October
1, 1977, June 1, 1978, October 1, 1977, July 1, 1979,
January 1, 1980, August 15, 1980 and November 1, 1981 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.
27
25
PART V.
MISCELLANEOUS.
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.
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 or 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 /s/ L. L. LOOMANS
-------------------------------
L. L. Loomans
Vice President and Treasurer
EXECUTION. Attest:
/s/SUSAN M. BEALE
---------------------------
Susan M. Beale
Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
/s/ PEARL KOTTER
---------------------------
Pearl Kotter
/s/ BETTY M. HANSEN
---------------------------
Betty M. Hansen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ BARBARA A. JOINER
-------------------------------
Barbara A. Joiner
Vice President
Attest:
/s/ SANDRA SHIRLEY
---------------------------
Sandra Shirley
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC M. HAWNER
---------------------------
Eric M. Hawner
/s/ Y. PATRICIA BLUE
---------------------------
Y. Patricia Blue
28
26
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 13th day of December, 1989, 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.
/s/ JANET A. SCULLEN
------------------------------------
(Notarial Seal) Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 13th day of December, 1989, 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 Barbara
A. Joiner, to me personally known, who, being by me duly
sworn, did say that she does business at Four Albany Street,
New York, New York 10015, and is Vice President of BANKERS
TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that she 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 she subscribed her name thereto by like
authority; and said Barbara A. Joiner acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
/s/ DESIREE MARSHALL
------------------------------------
Desiree Marshall
Notary Public, State of New York
No. 24-4885294
Qualified in Kings County
Certificate filed in New York County
Commission Expires February 17, 1991
29
27
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.
/s/ L. L. LOOMANS
-----------------------------------------
L. L. Loomans
Sworn to before me this 13th day of
December, 1989
/s/ JANET A. SCULLEN
------------------------------------
Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
48226