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EXHIBIT 4-212
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
------------------------
INDENTURE
Dated as of February 15, 1990
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES A AND 1990 SERIES D, DUE MARCH 31, 2020,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES B AND 1990 SERIES E, DUE MARCH 31, 2016,
(C) 1990 SERIES C AND 1990 SERIES F, DUE MARCH 31, 2014
AND
(D) 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 1990 Series A/1990 Series D, 1990 Series
B/1990 Series E, and 1990 Series C/1990 Series F....... 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED EIGHTY-FIRST
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES A
Sec. 1. Terms of Bond of 1990 Series A...................... 7
Sec. 2. Redemption of 1990 Series A Bond.................... 8
Sec. 3. Exchange............................................ 9
Sec. 4. Consent............................................. 9
Sec. 5. Form of 1990 Series A Bond.......................... 9
Form of Trustee's Certificate....................... 13
PART II.
CREATION OF TWO HUNDRED EIGHTY-SECOND
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES D
Sec. 1. Terms of Bonds of 1990 Series D..................... 14
Sec. 2. Redemption of Bonds of 1990 Series D................ 15
Exchange and transfer............................... 17
Sec. 3. Consent............................................. 17
Sec. 4. Form of Bonds of 1990 Series D...................... 18
Form of Trustee's Certificate....................... 21
PART III.
CREATION OF TWO HUNDRED EIGHTY-THIRD
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES B
Sec. 1. Terms of Bond of 1990 Series B...................... 22
Sec. 2. Redemption of 1990 Series B Bond.................... 23
Sec. 3. Exchange............................................ 24
Sec. 4. Consent............................................. 24
Sec. 5. Form of 1990 Series B Bond.......................... 25
Form of Trustee's Certificate....................... 30
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PAGE
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PART IV.
CREATION OF TWO HUNDRED EIGHTY-FOURTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES E
Sec. 1. Terms of Bonds of 1990 Series E..................... 31
Sec. 2. Redemption of Bonds of 1990 Series E................ 32
Exchange and transfer............................... 34
Sec. 3. Consent............................................. 34
Sec. 4. Form of Bonds of 1990 Series E...................... 35
Form of Trustee's Certificate....................... 38
PART V.
CREATION OF TWO HUNDRED EIGHTY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES C
Sec. 1. Terms of Bond of 1990 Series C...................... 39
Sec. 2. Redemption of 1990 Series C Bond.................... 40
Sec. 3. Exchange............................................ 41
Sec. 4. Consent............................................. 41
Sec. 5. Form of 1990 Series C Bond.......................... 42
Form of Trustee's Certificate....................... 47
PART VI.
CREATION OF TWO HUNDRED EIGHTY-SIXTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES F
Sec. 1. Terms of Bonds of 1990 Series F..................... 48
Sec. 2. Redemption of Bonds of 1990 Series F................ 49
Exchange and transfer............................... 51
Sec. 3. Consent............................................. 51
Sec. 4. Form of Bonds of 1990 Series F...................... 52
Form of Trustee's Certificate....................... 55
PART VII.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 56
Recording and filing of Supplemental Indentures............. 56
Recording of Certificates of Provision for Payment.......... 60
PART VIII.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 60
PART IX.
MISCELLANEOUS
Execution in Counterparts................................... 61
Testimonium................................................. 61
Execution................................................... 61
Acknowledgements............................................ 62
Affidavit as to consideration and good faith................ 63
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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 fifteenth day of
February, in the year one thousand nine hundred and ninety,
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 "Trus-
tee"), 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 and December 1, 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 Five billion
ISSUED. forty-four million four hundred eighty-one thousand dollars
($5,044,481,000) 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,
(29-39) Bonds of Series FFR Nos. 1-11 -- Principal Amount $6,500,000,
(40-53) Bonds of Series GGP Nos. 1-6 and
8-15 -- Principal Amount $7,960,000,
(54-65) Bonds of Series IIP Nos. 1-6 and
8-13 -- Principal Amount $450,000,
(66-71) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(72-77) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(78-89) Bonds of Series LLP Nos. 1-6 and
8-13 -- Principal Amount $4,760,000,
(90-101) Bonds of Series NNP Nos. 1-6 and
8-13 -- Principal Amount $7,950,000,
(102-109) Bonds of Series OOP Nos. 1-8 -- Principal Amount $2,680,000,
(110-121) Bonds of Series QQP Nos. 1-7 and
10-14 -- Principal Amount $7,075,000,
(122-127) Bonds of Series TTP Nos. 1-6 -- Principal Amount $330,000,
(128) Bonds of 1980 Series A -- Principal Amount
$50,000,000,
(129-137) Bonds of 1980 Series CP Nos. 1-5
and 13-16 -- Principal Amount $3,250,000,
(138-142) Bonds of 1980 Series DP Nos. 1-5 -- Principal Amount $925,000,
(143-146) 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;
(147) 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;
(148) 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;
(149) 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;
(150) 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;
(151) 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;
(152) 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;
(153) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding at
the date hereof;
(154) 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;
(155) 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;
(156) 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;
(157) Bonds of Series EE in the principal amount of Fifty
million dollars ($50,000,000), of which Thirty million dollars
($30,000,000) principal amount have heretofore been retired and
Twenty million dollars ($20,000,000) principal amount are
outstanding at the date hereof;
(158-160) Bonds of Series FFR Nos. 12-14 in the principal
amount of Thirty-nine million one hundred thousand dollars
($39,100,000), 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 two hundred thirty-five
thousand dollars ($1,235,000) principal amount have heretofore
been retired and Four million one hundred ninety-five thousand
dollars ($4,195,000) 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;
(184-188) Bonds of Series KKP Nos. 7-11 in the principal amount
of Seventy-three million forty-five thousand dollars
($73,045,000), of which Seven hundred ten thousand dollars
($710,000) principal amount have heretofore been retired and
Seventy-two million three hundred thirty-five thousand dollars
($72,335,000) are outstanding at the date hereof;
(189-191) 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;
(192-200) 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;
(201-210) 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;
(211) 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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(212-218) 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;
(219) Bonds of Series RR in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
(220) 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;
(221-229) 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;
(230) 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;
(231) 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;
(232-247) 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;
(248-253) 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;
(254-265) 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;
(266) 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;
(267) 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;
(268) 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;
(269) 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;
(270) 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;
(271) 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;
(272) 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;
(273) 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;
(274) 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;
(275) 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;
(276) 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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(277) 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;
(278) 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;
(279) 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
(280) 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;
and, accordingly, of the bonds so issued, Three billion nine
hundred sixty-nine million six hundred seventy-five thousand
dollars ($3,969,675,000) principal amount are outstanding at
the date hereof; and
REASON FOR WHEREAS, the Company is purchasing the undivided ownership
CREATION OF interest of Wolverine Power Supply Cooperative, Inc. in
NEW SERIES. Fermi 2 and related nuclear fuel, materials and supplies and
for this purpose desires to issue new series of bonds as
final payment of the purchase price; such bonds to be issued
under the Indenture in the aggregate principal amount of
Five hundred thirty-seven million and fifty-six thousand
dollars ($537,056,000) to be authenticated and delivered
pursuant to Section 4 of Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
1990 SERIES A/ Indenture to create such new series of bonds, to be
1990 SERIES D, designated "General and Refunding Mortgage Bond, 1990 Series
1990 SERIES B/ A", "General and Refunding Mortgage Bond, 1990 Series B",
1990 SERIES E AND "General and Refunding Mortgage Bond, 1990 Series C",
1990 SERIES C/ "General and Refunding Mortgage Bonds, 1990 Series D",
1990 SERIES F. "General and Refunding Mortgage Bonds, 1990 Series E" and
"General and Refunding Mortgage Bonds, 1990 Series F"; and
to provide for the exchange of: (1) General and Refunding
Mortgage Bonds, 1990 Series A for General and Refunding
Mortgage Bonds, 1990 Series D; (2) General and Refunding
Mortgage Bonds, 1990 Series B for General and Refunding
Mortgage Bonds, 1990 Series E; and (3) General and Refunding
Mortgage Bonds, 1990 Series C for General and Refunding
Mortgage Bonds, 1990 Series F; 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 convenanted 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 FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
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 reciept
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:
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PART I.
CREATION OF TWO HUNDRED EIGHTY-FIRST
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES A
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES A. eighty-first series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bond, 1990
Series A (elsewhere herein referred to as the "1990 Series A
Bond"). The aggregate principal amount of the 1990 Series A
Bond shall be limited to One hundred ninety-four million six
hundred forty-nine thousand dollars ($194,649,000), except
as provided in Section 13 of Article II of the Original
Indenture with respect to exchanges and replacement of
bonds. The 1990 Series A Bond shall be a multiple of $1,000.
The 1990 Series A Bond shall be issued as one registered
bond without coupons in the amount of $$194,649,000, which
shall bear interest, payable semi-annually on March 31 and
September 30 of each year (commencing March 31, 1990) at the
rate of 7.904%, and principal payments shall be made thereon
annually, payable on March 31 of each year (commencing March
31, 1990) as set forth below, until the final payment of
principal shall be made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990............................. $6,279,000 $188,370,000
March 31, 1991............................. 6,279,000 182,091,000
March 31, 1992............................. 6,279,000 175,812,000
March 31, 1993............................. 6,279,000 169,533,000
March 31, 1994............................. 6,279,000 163,254,000
March 31, 1995............................. 6,279,000 156,975,000
March 31, 1996............................. 6,279,000 150,696,000
March 31, 1997............................. 6,279,000 144,417,000
March 31, 1998............................. 6,279,000 138,138,000
March 31, 1999............................. 6,279,000 131,859,000
March 31, 2000............................. 6,279,000 125,580,000
March 31, 2001............................. 6,279,000 119,301,000
March 31, 2002............................. 6,279,000 113,022,000
March 31, 2003............................. 6,279,000 106,743,000
March 31, 2004............................. 6,279,000 100,464,000
March 31, 2005............................. 6,279,000 94,185,000
March 31, 2006............................. 6,279,000 87,906,000
March 31, 2007............................. 6,279,000 81,627,000
March 31, 2008............................. 6,279,000 75,348,000
March 31, 2009............................. 6,279,000 69,069,000
March 31, 2010............................. 6,279,000 62,790,000
March 31, 2011............................. 6,279,000 56,511,000
March 31, 2012............................. 6,279,000 50,232,000
March 31, 2013............................. 6,279,000 43,953,000
March 31, 2014............................. 6,279,000 37,674,000
March 31, 2015............................. 6,279,000 31,395,000
March 31, 2016............................. 6,279,000 25,116,000
March 31, 2017............................. 6,279,000 18,837,000
March 31, 2018............................. 6,279,000 12,558,000
March 31, 2019............................. 6,279,000 6,279,000
March 31, 2020............................. 6,279,000 0
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Payments of principal, premium, if any, and interest on
the 1990 Series A Bond shall be made by bank wire transfer
in immediately available funds in lawful money of the United
States of America to the bank account of the registered
holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not
less than fifteen (15) days prior to the date such payment
shall become due and payable.
When a semi-annual interest payment date falls on a
Saturday, Sunday or a day on which the Federal Reserve Bank
of New York or the Trustee is not open for business, all
payments shall be payable on the first day thereafter on
which the Federal Reserve Bank of New York and the Trustee
are open for business.
The 1990 Series A Bond shall be dated January 3, 1990 and
interest shall be payable from January 3, 1990.
The 1990 Series A Bond in definitive form shall be, at the
election of the Company, fully engraved or shall be
lithographed or printed.
The 1990 Series A Bond shall not be subject to or entitled
to any sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series A Bond shall be redeemable
1990 SERIES A BOND. prior to stated maturity, at the election of the Company on
any interest payment date, at redemption prices calculated
in accordance with the formula set forth below on giving
notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety
(90) days nor less than thirty (30) days prior to the date
fixed for redemption to the registered holder of the 1990
Series A Bond.
Any such redemption payment shall be equal to one hundred
percent (100%) of the principal so redeemed, plus a
prepayment premium, if any, in an amount equal to one
hundred percent (100%) of the amount of interest for one
year on the unpaid principal balance proposed to be
redeemed, multiplied by the ratio which the number of semi-
annual payment dates between the proposed redemption date
and the final maturity date of the series bears to the
number of semi-annual payment dates between December 31,
1994 and the final maturity date, plus in each case accrued
interest to the date fixed for redemption. Any partial
redemption shall, as the principal portion of such
redemption, be no less than $100,000. No redemption pursuant
to this paragraph shall be credited to, or relieve the
Company to any extent from its obligation to make the
principal payments provided for in Section 1 hereof.
On or before the first day of February or August in each
year, commencing September 1 1990, the Company will deliver
to the Trustee a treasurer's certificate, which shall be
irrevocable, specifying the amount of bonds to be optionally
redeemed and the corresponding premium, if any, and accrued
interest on such bonds on the next ensuing March 31 or
September 30, or the first business day thereafter,
respectively. The Trustee shall, upon the receipt of the
treasurer's certificate, cause notice of the redemption
thereof to be given in the name of and at the expense of the
Company in the manner herein provided for. Such notice
having been duly given, the redemption of bonds of 1990
Series A shall be made upon the terms and in the manner and
with the effect hereinabove provided for with respect to
redemptions. A treasurer's certificate shall not be required
if no bonds of a series are to be redeemed under this
paragraph.
12
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EXCHANGE. SECTION 3. At the option of the holder, upon written
request to both the Company and the Trustee made at least
forty-five (45) days prior to an interest payment date and
subject to the terms of the Indenture and compliance with
applicable securities laws, the 1990 Series A Bond shall be
exchangeable, in whole but not in part, for bonds of 1990
Series D (as hereinafter described) in an aggregate
principal amount equal to the aggregate amount of unpaid
principal which shall remain outstanding on the 1990 Series
A Bond as of the date of such exchange. Such exchange shall
occur only on an interest payment date for the 1990 Series A
Bond at the office of the Trustee in the Borough of
Manhattan, The City of New York, The State of New York.
The 1990 Series A Bond shall bear a legend stating that
such bond has not been registered under the United States
Securities Act of 1933, as amended (the "Act") and that as a
consequence such bond may not be offered, sold or otherwise
transferred, whether or not for consideration, unless
registered under such Act or pursuant to an exemption from
such registration applicable to such offer, sale or other
transfer, and may bear such other legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto.
CONSENT. SECTION 4. The holder of the 1990 Series A Bond, by its
acceptance of and holding thereof, consents and agrees that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consents 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 holder further agrees that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 substan-
tially 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 SECTION 5. The 1990 Series A Bond and the form of
1990 SERIES A BOND. Trustee's Certificate to be endorsed on such bond shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series A, 7.904% due March 31, 2020
(Payable in annual installments, commencing March 31, 1990)
$194,649,000 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 OF
AMERICA, at its office or agency in the Borough of
Manhattan, the City and State of New York, in lawful money
of the United States of America, the principal sum of
$194,649,000, together with interest at the rate specified
in the title hereof on the amount of said principal sum
remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent
date to which interest has been paid hereon, 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. Interest shall be due and payable in 61 consecutive
semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be
due and payable in 31 consecutive annual payments of
$6,279,000 on March 31, in each year, commencing on March
31, 1990, as more fully set forth on the reverse hereof.
13
10
Payments of principal, premium, if any, and interest on this bond are to be made by bank wire
transfer in immediately available funds to the holder hereof 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.
When any payment date falls on a Saturday, Sunday or a day on which the Federal Reserve Bank
of New York or the Trustee is not open for business, all payments shall be payable on the first
day thereafter on which the Federal Reserve Bank of New York and the Trustee are open for
business.
At the written request of the registered holder hereof made to the Company and the Trustee at
least forty-five (45) days in advance of an interest payment date, this bond shall be
exchangeable, in whole but not in part, on any interest payment date in an aggregate principal
amount equal to the amount of unpaid principal which shall remain outstanding on this bond as of
the date of such exchange (after giving effect to the payment of principal hereon on the date of
such exchange), all as provided, to the extent and in the manner specified in the Indenture and
the Supplemental Indenture hereinafter mentioned on the reverse hereof.
Reference is hereby made to the further provisions of this bond set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as though set
forth at this place.
This bond shall not be valid or become obligatory for any purpose until Bankers Trust Company,
the Trustee under the Indenture hereinafter mentioned on the reverse hereof, or its successor
thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on
its behalf by its 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 by
manual or facsimile signature.
THE DETROIT EDISON COMPANY
Dated: January 3, 1990 By
Chairman of the Board
President
Attest:
Secretary
14
11
[FORM OF REVERSE OF BOND]
This bond is the only bond of an authorized issue of bonds
of the Company, unlimited as to amount except as provided in
the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of said bonds
known as General and Refunding Mortgage Bonds, 1990 Series A
(elsewhere herein referred to as the "1990 Series A Bond"),
limited to an aggregate principal amount of $194,649,000,
except as otherwise provided in the Indenture hereinafter
mentioned. This bond is issued and to be issued under, and
is 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 February 15, 1990) 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 February 15, 1990, 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 principal amount of the bonds
then outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting
by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment of
the principal of, or the interest on, this bond, which in
those respects is unconditional.
The holder of the 1990 Series A Bond, by its acceptance of
and holding thereof, consents and agrees that bonds of any
series may be issued which mature on a date or dates later
than October 1, 2024 and also consents 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 holder further agrees that (a) such consent
shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holder, be deemed
the affirmative vote of such holder 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 percent (85%) in
principal amount of bonds outstanding under the Indenture
shall have consented thereto substantially in the manner set
forth in Section 3 of Part I of the Supplemental Indenture
dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
15
12
Principal payments shall be made hereon annually, payable
on March 31 of each year (commencing March 31, 1990) as set
forth below, until the final payment of principal shall be
made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990............................. $6,279,000 $188,370,000
March 31, 1991............................. 6,279,000 182,091,000
March 31, 1992............................. 6,279,000 175,812,000
March 31, 1993............................. 6,279,000 169,533,000
March 31, 1994............................. 6,279,000 163,254,000
March 31, 1995............................. 6,279,000 156,975,000
March 31, 1996............................. 6,279,000 150,696,000
March 31, 1997............................. 6,279,000 144,417,000
March 31, 1998............................. 6,279,000 138,138,000
March 31, 1999............................. 6,279,000 131,859,000
March 31, 2000............................. 6,279,000 125,580,000
March 31, 2001............................. 6,279,000 119,301,000
March 31, 2002............................. 6,279,000 113,022,000
March 31, 2003............................. 6,279,000 106,743,000
March 31, 2004............................. 6,279,000 100,464,000
March 31, 2005............................. 6,279,000 94,185,000
March 31, 2006............................. 6,279,000 87,906,000
March 31, 2007............................. 6,279,000 81,627,000
March 31, 2008............................. 6,279,000 75,348,000
March 31, 2009............................. 6,279,000 69,069,000
March 31, 2010............................. 6,279,000 62,790,000
March 31, 2011............................. 6,279,000 56,511,000
March 31, 2012............................. 6,279,000 50,232,000
March 31, 2013............................. 6,279,000 43,953,000
March 31, 2014............................. 6,279,000 37,674,000
March 31, 2015............................. 6,279,000 31,395,000
March 31, 2016............................. 6,279,000 25,116,000
March 31, 2017............................. 6,279,000 18,837,000
March 31, 2018............................. 6,279,000 12,558,000
March 31, 2019............................. 6,279,000 6,279,000
March 31, 2020............................. 6,279,000 0
This bond shall be redeemable prior to stated maturity, at
the election of the Company on any interest payment date, at
redemption prices calculated in accordance with the formula
set forth below on giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company
not more than ninety (90) days nor less than thirty (30)
days prior to the date fixed for redemption to the
registered holder of the 1990 Series A Bond.
Any such redemption payment shall be equal to one hundred
percent (100%) of the principal so redeemed, plus a
prepayment premium, if any, in an amount equal to one
hundred percent (100%) of the amount of interest for one
year on the unpaid principal balance proposed to be
redeemed, multiplied by the ratio which the number of semi-
annual payment dates between the proposed redemption date
and the final maturity date of the series bears to the
number of semi-annual payment dates between December 31,
1994 and the final maturity date, plus in each case accrued
interest to the date fixed for redemption. Any partial
redemption shall, as the principal portion of such
redemption, be no less than $100,000. No redemption pursuant
to this paragraph shall be credited to, or relieve the
Company to any extent from its obligation to make the
principal payments provided for above.
16
13
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 said 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.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated
TRUSTEE'S therein, described in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
Authorized Officer
17
14
PART II.
CREATION OF TWO HUNDRED EIGHTY-SECOND
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES D. eighty-second series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 1990
Series D" (elsewhere herein referred to as the "bonds of
1990 Series D"). The aggregate principal amount of bonds of
1990 Series D shall be limited to the principal amount of
1990 Series A Bond being exchanged, except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
The bonds of 1990 Series D shall mature on March 31, 2020
and shall be issued in exchange for, and in an aggregate
principal amount equal to the principal amount remaining
outstanding on, the 1990 Series A Bond as of the date of
such exchange. The Bonds of Series D shall be issued as
registered bonds without coupons in denominations of $10,000
and any multiple thereof, and shall bear interest, payable
semi-annually on March 31 and September 30 of each year
(commencing on the first March 31 or September 30 following
the date of such exchange), at the rate of seven and
904/1000 per centum (7.904%) per annum until the principal
shall have become due and payable, and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided in the
Indenture. Except as otherwise specifically provided in this
Supplemental Indenture, the principal of and interest on the
bonds of 1990 Series D shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City
of New York, The State of New York in any coin or currency
of the United States of America which at the time of payment
is legal tender for public and private debts. The interest
on bonds of 1990 Series D, whether in temporary or
definitive form, shall be payable without presentation of
such bonds and (subject to the provisions of this Section 1)
only to or upon the written order of the registered holders
thereof.
Each bond of 1990 Series D shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the March 31 or September
30 next preceding the date thereof to which interest has
been paid on bonds of 1990 Series D, 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.
The bonds of 1990 Series D 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 denomination of
bonds of 1990 Series D). Until bonds of 1990 Series D 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 1990
Series D in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1990 Series
D, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1990 Series D, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
18
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Interest on any bond of 1990 Series D which is payable on
any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be the fifteenth
day of March or September as the case may be (whether or not
a business day) next preceding such interest payment date.
If the Company shall default in the payment of the interest
due on any interest payment date on the principal
represented by any bond of 1990 Series D, such defaulted
interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular
record date by virtue of his having been such holder, and
such defaulted interest may be paid to the registered holder
of that bond (or any bond or bonds of 1990 Series D issued
upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company,
to the person in whose name that bond (or any bond or bonds
of 1990 Series D issued upon transfer or exchange thereof)
is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the
holders of bonds of 1990 Series D not less than ten (10)
days preceding such subsequent record date, which subsequent
record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS OF SECTION 2. The bonds of 1990 Series D shall be redeemable
1990 (i) on March 31 in each year, commencing March 31 in the
SERIES D. first calendar year subsequent to initial issuance, through
the operation of the sinking fund hereinafter described at
100% of the principal amount thereof, (ii) at the election
of the Company on any date prior to maturity, commencing
March 31 of the eleventh (11th) calendar year subsequent to
initial issuance, as a whole, or in part, from time to time,
at par plus in each case accrued interest to the date fixed
for redemption if such redemption does not utilize, directly
or indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 7.904% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance, as a whole, or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
thereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
19
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The bonds of 1990 Series D shall be redeemable as
aforesaid as provided herein and as specified in Article IV
of the Indenture upon giving notice of such redemption by
first class mail, postage prepaid, by or on behalf of the
Company at least thirty (30) days prior to the date fixed
for redemption to the registered holders of bonds of 1990
Series D so called for redemption at their last respective
addresses appearing on the register thereof, but failure to
mail such notice to the registered holders of any bonds of
1990 Series D designated for redemption shall not affect the
validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990
Series D (or any portion thereof) so called for redemption
from and after the date fixed for redemption if payment
sufficient to redeem the bonds of 1990 Series D (or such
protion) designated for redemption has been duly provided
for. Bonds of 1990 Series D redeemed in part only shall be
in amounts of $10,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall become available for payment to the holders of
the bonds of 1990 Series D so to be redeemed) sufficient to
redeem bonds of 1990 Series D in whole or in part, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and interest due or to become due thereon shall
cease and be discharged and the holders of such bonds of
1990 Series D (or portions thereof) shall thereafter be
restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or in
respect of such bonds (or portions thereof) and interest.
As and for the sinking fund for the retirement of the
bonds of 1990 Series D the Company will, until all the bonds
of 1990 Series D are paid or payment thereof provided for,
deposit with the Trustee prior to March 31 in each year,
commencing March 31 of the first calendar year subsequent to
initial issuance, an amount in cash sufficient to redeem on
such March 31 $6,280,000 principal amount of bonds of 1990
Series D.
On or before February 1 in each year, commencing February
1 of the first calendar year subsequent to initial issuance
the Company (i) may deliver bonds of 1990 Series D (other
than any previously called for redemption for the sinking
fund) and (ii) may apply as a credit bonds for 1990 Series D
redeemed at the election of the Company otherwise than
through the sinking fund, in each case in satisfaction of
all or any part of the amount of any sinking fund payment.
Each such bond of 1990 Series D shall be received or
credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment
shall be reduced accordingly.
On February 1 in each year, commencing February 1 of the
first calendar year subsequent to initial issuance, the
Company will deliver to the Trustee a treasurer's
certificate, which shall be irrevocable, specifying the
amount of the next ensuing sinking fund payment and the
portions thereof which are to be satisfied by payment of
cash, by delivery of bonds of 1990 Series D or by crediting
bonds of 1990 Series D previously redeemed. The treasurer's
certificate shall also state that bonds of 1990 Series D
forming the basis of any such credit do not include any
bonds of 1990 Series D which have been called for redemption
for the sinking fund or previously credited against any
sinking fund payment. The Trustee shall, upon the receipt of
the treasurer's certificate, select the bonds of 1990 Series
D to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the
redemption thereof to be given in the name of and at the
expense of the Company in the manner hereinabove provided
for. Such notice having been duly given, the redemption of
such bonds of 1990 Series D shall be made upon the terms and
in the manner and with the effect hereinabove provided for
with respect to redemptions.
20
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EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series D, upon surrender
TRANSFER. thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York, together with a written
instrument of transfer (if so required by the Company or by the Trustee) in form
approved by the Company duly executed by the holder or by its duly authorized
attorney, shall be exchangeable for a like aggregate principal amount of bonds of 1990
Series D of other authorized denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the Indenture. Bonds of 1990 Series D shall be
transferable at the office or agency of the Company in the Borough of Manhattan, The
City of New York, The State of New York. The Company waives its rights under
Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of
1990 Series D during any period of ten (10) days next preceding any interest payment
date for such bonds.
Bonds of 1990 Series D, in definitive and temporary form, may bear such legends as
may be necessary to comply with any law or with any rules or regulations made pursuant
thereto or with the rules or regulations of any stock exchange or to conform to usage
with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series D, 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 percent
(85%) in principal amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
21
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FORM OF BONDS OF SECTION 4. The bonds of 1990 Series D and the form of Trustee's Certificate to be endorsed on
1990 SERIES D. such bonds shall be substantially in the following forms, respectively.
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series D, 7.904% due March 31, 2020
$ ________ No. ________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay to or registered
assigns, at its office or agency in the Borough of Manhattan, The City and State of New York,
the principal sum of in lawful money of the United States of America on the
thirty-first day of March, 2020, and to pay interest thereon at the rate specified in the title
hereof, at such office or agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to which such interest has
been paid, semi-annually on the thirty-first day of March and the thirtieth day in September
each year, to the person in whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain exceptions provided in the
Indenture hereinafter mentioned), until the Company's obligation with respect to payment of said
principal shall have been discharged as provided in such Indenture.
Reference is hereby made to the further provisions of this bond set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as though set
forth at this place.
This bond shall not be valid or become obligatory for any purpose until Bankers Trust Company,
the Trustee under the aforesaid Indenture, or its successor thereunder, shall have signed the
form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on
its behalf by its 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
22
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 said bonds
known as General and Refunding Mortgage Bonds, 1990 Series
D, (elsewhere herein referred to as the "bonds of 1990
Series D"), limited to [the aggregate principal amount of
the 1990 Series A Bond being converted], 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 February 15, 1990)
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 February 15, 1990, 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 principal amount of the bonds then outstanding,
and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at
least eighty-five percent (85%) in principal amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among
other things, affect the terms of payment of the principal
of, or the interest on, this bond, which in those respects
is unconditional.
The holders of the bonds of 1990 Series D, 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I
of the Supplemental Indenture dated as of February 15, 1990,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
23
20
This bond is redeemable on giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) but not more than
ninety (90) days prior to the date fixed for redemption to
the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon
the terms provided in the Indenture, (i) on March 31 in each
year, commencing [March 31, ], through the operation of
the sinking fund for bonds of 1990 Series D at 100% of the
principal amount hereof, (ii) at the election of the Company
on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial
issuance, as a whole, or in part, from time to time, at par
plus in each case accrued interest to the date fixed for
redemption if such redemption does not utilize, directly or
indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 7.904% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance, as a whole or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
hereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
The Company will deposit with the Trustee as and for a
sinking fund for the bonds of Series D prior to each March
31, commencing [ ], an amount sufficient to
redeem $6,280,000 principal amount of bonds of 1990 Series
D, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series D delivered to
the Trustee or redeemed by the Company otherwise than
through the sinking fund.
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 1990
Series D (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 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 said Indenture.
24
21
This bond is transferable by the registered holder hereof,
in person or by his attorney duly authorized in writing, on
the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a
new registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in
exchange herefor, and this bond with others in like form may
in like manner be exchanged for one or more new registered
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
[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
25
22
PART III.
CREATION OF TWO HUNDRED EIGHTY-THIRD
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES B
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES B. eighty-third series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bond, 1990
Series B (elsewhere herein referred to as the "1990 Series B
Bond"). The aggregate principal amount of the 1990 Series B
Bond shall be limited to Two hundred fifty-six million nine
hundred thirty-two thousand dollars ($256,932,000), except
as provided in Section 13 of Article II of the Original
Indenture with respect to exchanges and replacement of
bonds. The 1990 Series B Bond shall be a multiple of $1,000.
The 1990 Series B Bond shall be issued as one registered
bond without coupons in the amount of $256,932,000, which
shall bear interest, payable semi-annually on March 31 and
September 30 of each year (commencing March 31, 1990) at the
rate of 7.904%, and principal payments shall be made thereon
annually, payable on March 31 of each year (commencing March
31, 1990) as set forth below, until the final payments of
interest and principal shall be made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990............................. $9,516,000 $247,416,000
March 31, 1991............................. 9,516,000 237,900,000
March 31, 1992............................. 9,516,000 228,384,000
March 31, 1993............................. 9,516,000 218,868,000
March 31, 1994............................. 9,516,000 209,352,000
March 31, 1995............................. 9,516,000 199,836,000
March 31, 1996............................. 9,516,000 190,320,000
March 31, 1997............................. 9,516,000 180,804,000
March 31, 1998............................. 9,516,000 171,288,000
March 31, 1999............................. 9,516,000 161,772,000
March 31, 2000............................. 9,516,000 152,256,000
March 31, 2001............................. 9,516,000 142,740,000
March 31, 2002............................. 9,516,000 133,224,000
March 31, 2003............................. 9,516,000 123,708,000
March 31, 2004............................. 9,516,000 114,192,000
March 31, 2005............................. 9,516,000 104,676,000
March 31, 2006............................. 9,516,000 95,160,000
March 31, 2007............................. 9,516,000 85,644,000
March 31, 2008............................. 9,516,000 76,128,000
March 31, 2009............................. 9,516,000 66,612,000
March 31, 2010............................. 9,516,000 57,096,000
March 31, 2011............................. 9,516,000 47,580,000
March 31, 2012............................. 9,516,000 38,064,000
March 31, 2013............................. 9,516,000 28,548,000
March 31, 2014............................. 9,516,000 19,032,000
March 31, 2015............................. 9,516,000 9,516,000
March 31, 2016............................. 9,516,000 0
26
23
Payments of principal, premium, if any, and interest on
the 1990 Series B Bond shall be made by bank wire transfer
in immediately available funds in lawful money of the United
States of America to the bank account of the registered
holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not
less than fifteen (15) days prior to the date such payment
shall become due and payable.
When a semi-annual interest payment date falls on a
Saturday, Sunday or a day on which the Federal Reserve Bank
of New York or the Trustee is not open for business, all
payments shall be payable on the first day thereafter on
which the Federal Reserve Bank of New York and the Trustee
are open for business.
In the event any semi-annual payment is not made when due,
the amount payable shall be such payment, plus interest
thereon at the interest rate on such bond, based on a
360-day year, from the due date to the date of payment.
The 1990 Series B Bond shall be dated January 3, 1990 and
interest shall be payable from January 3, 1990.
The 1990 Series B Bond in definitive form shall be, at the
election of the Company, fully engraved or shall be
lithographed or printed.
The 1990 Series B Bond shall not be subject to or entitled
to any sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series B Bond shall be redeemable
1990 SERIES B BOND. prior to stated maturity, at the election of the Company on
any interest payment date, at redemption prices calculated
in accordance with the formula set forth below on giving
notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety
(90) days nor less than thirty (30) days prior to the date
fixed for redemption to the registered holder of the 1990
Series B Bond.
The optional redemption payment of each bond to be
redeemed shall be equal to the present worth, on the date of
redemption, of the remaining scheduled semi-annual payments
of interest and annual retirement of principal of such bond,
calculated as follows. Determine the present value of each
scheduled semi-annual payment of interest and annual
retirement of principal by dividing each payment by the
Present Value Divisor (PVD), where:
PVD = (FYYY
1.0 + I) (D)
I = That annual interest rate (which has been adjusted
for semi-annual compounding) for U.S. Treasury securities,
with comparable maturities as set forth in the
Federal Reserve statistical release, designated H.15
(519), or its successor, published at least 4 days
but not more than 10 days prior to the optional
redemption date. The rate shall be the "This Week"
rate for Treasury Constant Maturities. Straight line
interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th
round down) to match the remaining term of the bond
to be redeemed.
D = Present value divisor for the preceding 6 month
interest period (D equals 1.0 for the period preceding the
first period, which is the period from the redemption
date to the first scheduled payment date thereafter).
Add the present value for all scheduled annual
retirements of principal and semi-annual payments of
interest to determine the sum to be paid upon
redemption of each bond.
27
24
If the optional redemption payment is greater than
the principal outstanding as of the date of optional
redemption, the prepayment results in a premium, plus
in each case accrued interest to the date fixed for
redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the
optional redemption, the prepayment results in a
discount which shall be deducted from the outstanding
principal amount which otherwise would have been paid,
plus in each case accrued interest to the date fixed
for redemption.
Any partial redemption shall, as the principal portion of
such redemption, be no less than $100,000. No redemption
pursuant to this paragraph shall be credited to, or relieve
the Company to any extent from its obligation to make the
principal payments provided for in Section 1 hereof.
On or before the first day of February or August in each
year, commencing September 1 1990, the Company will deliver
to the Trustee a treasurer's certificate, which shall be
irrevocable, specifying the principal amount of bonds to be
optionally redeemed and accrued interest on such bonds on
the next ensuing March 31 or September 30, or the first
business day thereafter, respectively. The Trustee shall,
upon the receipt of the treasurer's certificate, cause
notice of the redemption thereof to be given in the name of
and at the expense of the Company in the manner herein
provided for. On or before noon of the business day
preceding the day of prepayment, the Company will advise the
Trustee of the applicable premium or discount applicable to
such prepayment. Such notice having been duly given, the
redemption of bonds of 1990 Series B shall be made upon the
terms and in the manner and with the effect hereinabove
provided for with respect to redemptions. A treasurer's
certificate shall not be required if no bonds of a series
are to be redeemed under this paragraph.
EXCHANGE. SECTION 3. At the option of the holder, upon written
request made at least forty-five (45) days prior to an
interest payment date and subject to the terms of the
Indenture and compliance with applicable securities laws,
the 1990 Series B Bond shall be exchangeable, in whole but
not in part, for bonds of 1990 Series E (as hereinafter
described) in an aggregate principal amount equal to the
aggregate amount of unpaid principal which shall remain
outstanding on the 1990 Series B Bond as of the date of such
exchange. Such exchange shall occur only on an interest
payment date for the 1990 Series B Bond at the office of the
Trustee in the Borough of Manhattan, The City of New York,
The State of New York.
The 1990 Series B Bond shall bear a legend stating that
such bond has not been registered under the United States
Securities Act of 1933, as amended (the "Act") and that as a
consequence such bond may not be offered, sold or otherwise
transferred, whether or not for consideration, unless
registered under such Act or pursuant to an exemption from
such registration applicable to such offer, sale or other
transfer, and may bear such other legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto.
CONSENT. SECTION 4. The holder of the 1990 Series B Bond, by its
acceptance of and holding thereof, consents and agrees that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consents 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 holder further agrees that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 substan-
tially 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.
28
25
FORM OF SECTION 5. The 1990 Series B Bond and the form of
1990 SERIES B BOND. Trustee's Certificate to be endorsed on such bond shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series B, 7.904% due March 31, 2016
(Payable in annual installments, commencing March 31, 1990)
$256,932,000 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 OF
AMERICA, at its office or agency in the Borough of
Manhattan, the City and State of New York, in lawful money
of the United States of America, the principal sum of
$256,932,000, together with interest at the rate specified
in the title hereof on the amount of said principal sum
remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent
date to which interest has been paid hereon, 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. Interest shall be due and payable in 53 consecutive
semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be
due and payable in 27 consecutive annual payments on March
31, in each year, commencing on March 31, 1990, each as more
fully set forth on the reverse hereof.
Payments of principal, premium, if any, and interest on
this bond are to be made by bank wire transfer in
immediately available funds to the holder hereof 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.
When any payment date falls on a Saturday, Sunday or a day
on which the Federal Reserve Bank of New York or the Trustee
is not open for business, all payments shall be payable on
the first day thereafter on which the Federal Reserve Bank
of New York and the Trustee are open for business.
In the event any semi-annual payment is not made when due,
the amount payable shall be such payment, plus interest
thereon at the interest rate on such bond, based on a
360-day year, from the due date to the date of payment.
At the written request of the registered holder hereof
made at least forty-five (45) days in advance of an interest
payment date, this bond shall be exchangeable, in whole but
not in part, on any interest payment date in an aggregate
principal amount equal to the amount of unpaid principal
which shall remain outstanding on this bond as of the date
of such exchange (after giving effect to the payment of
principal hereon on the date of such exchange), all as
provided, to the extent and in the manner specified in the
Indenture and the Supplemental Indenture hereinafter
mentioned on the reverse hereof.
Reference is hereby made to the further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
29
26
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed on its behalf 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 by manual or facsimile signature.
THE DETROIT EDISON COMPANY
Dated: January 3, 1990 By
Chairman of the Board
President
Attest:
Secretary
30
27
[FORM OF REVERSE OF BOND]
This bond is the only bond of an authorized issue of bonds
of the Company, unlimited as to amount except as provided in
the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of said bonds
known as General and Refunding Mortgage Bonds, 1990 Series B
(elsewhere herein referred to as the "1990 Series B Bond"),
limited to an aggregate principal amount of $256,932,000,
except as otherwise provided in the Indenture hereinafter
mentioned. This bond is issued and to be issued under, and
is 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 February 15, 1990) 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 February 15, 1990, 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 principal amount of the bonds
then outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting
by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment of
the principal of, or the interest on, this bond, which in
those respects is unconditional.
The holder of the 1990 Series B Bond, by its acceptance of
and holding thereof, consents and agrees that bonds of any
series may be issued which mature on a date or dates later
than October 1, 2024 and also consents 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 holder further agrees that (a) such consent
shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holder, be deemed
the affirmative vote of such holder 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 percent (85%) in
principal amount of bonds outstanding under the Indenture
shall have consented thereto substantially in the manner set
forth in Section 3 of Part I of the Supplemental Indenture
dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
31
28
Principal payments shall be made hereon annually, payable
on March 31 of each year (commencing March 31, 1990) as set
forth below, until the final payment of principal shall be
made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990............................. $9,516,000 $247,416,000
March 31, 1991............................. 9,516,000 237,900,000
March 31, 1992............................. 9,516,000 228,384,000
March 31, 1993............................. 9,516,000 218,868,000
March 31, 1994............................. 9,516,000 209,352,000
March 31, 1995............................. 9,516,000 199,836,000
March 31, 1996............................. 9,516,000 190,320,000
March 31, 1997............................. 9,516,000 180,804,000
March 31, 1998............................. 9,516,000 171,288,000
March 31, 1999............................. 9,516,000 161,772,000
March 31, 2000............................. 9,516,000 152,256,000
March 31, 2001............................. 9,516,000 142,740,000
March 31, 2002............................. 9,516,000 133,224,000
March 31, 2003............................. 9,516,000 123,708,000
March 31, 2004............................. 9,516,000 114,192,000
March 31, 2005............................. 9,516,000 104,676,000
March 31, 2006............................. 9,516,000 95,160,000
March 31, 2007............................. 9,516,000 85,644,000
March 31, 2008............................. 9,516,000 76,128,000
March 31, 2009............................. 9,516,000 66,612,000
March 31, 2010............................. 9,516,000 57,096,000
March 31, 2011............................. 9,516,000 47,580,000
March 31, 2012............................. 9,516,000 38,064,000
March 31, 2013............................. 9,516,000 28,548,000
March 31, 2014............................. 9,516,000 19,032,000
March 31, 2015............................. 9,516,000 9,516,000
March 31, 2016............................. 9,516,000 0
This bond shall be redeemable prior to stated maturity, at
the election of the Company on any interest payment date, at
the redemption prices calculated in accordance with the
formula set forth below on giving notice of such redemption
by first class mail, postage prepaid, by or on behalf of the
Company not more than ninety (90) days nor less than thirty
(30) days prior to the date fixed for redemption to the
registered holder of the 1990 Series B Bond.
32
29
The optional redemption payment of each bond to be
redeemed shall be equal to the present worth, on the date of
redemption, of the remaining scheduled semi- annual payments
of interest and annual retirement of principal of such bond,
calculated as follows. Determine the present value of each
scheduled semi-annual payment of interest and annual
retirement of principal by dividing each payment by the
Present Value Divisor (PVD), where:
PVD = (FYYY
1.0 + I) (D)
I = That annual interest rate (which has been adjusted
for semi-annual compounding) for U.S. Treasury securities,
with comparable maturities as set forth in the
Federal Reserve statistical release, designated H.15
(519), or its successor, published at least 4 days
but not more than 10 days prior to the optional
redemption date. The rate shall be the "This Week"
rate for Treasury Constant Maturities. Straight line
interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th
round down) to match the remaining term of the bond
to be redeemed.
D = Present value divisor for the preceding 6 month
interest period (D equals 1.0 for the period preceding the
first period, which is the period from the redemption
date to the first scheduled payment date thereafter).
Add the present value for all scheduled annual
retirements of principal and semi-annual payments of
interest to determine the sum to be paid upon
redemption of each bond.
If the optional redemption payment is greater than
the principal outstanding as of the date of optional
redemption, the prepayment results in a premium, plus
in each case accrued interest to the date fixed for
redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the
optional redemption, the prepayment results in a
discount which shall be deducted from the outstanding
principal amount which otherwise would have been paid,
plus in each case accrued interest to the date fixed
for redemption.
No redemption pursuant to this paragraph shall be credited
to, or relieve the Company to any extent from its obligation
to make the principal payment provided for above.
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 said 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.
33
30
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated
TRUSTEE'S therein, described in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
Authorized Officer
34
31
PART IV.
CREATION OF TWO HUNDRED EIGHTY-FOURTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES E
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES E. eighty-fourth series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 1990
Series E" (elsewhere herein referred to as the "bonds of
1990 Series E"). The aggregate principal amount of bonds of
1990 Series E shall be limited to the principal amount of
1990 Series B Bond being exchanged, except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
The bonds of 1990 Series E shall mature on March 31, 2016
and shall be issued in exchange for, and in an aggregate
principal amount equal to the principal amount remaining
outstanding on, the 1990 Series B Bond as of the date of
such exchange. The Bonds of Series E shall be issued as
registered bonds without coupons in denominations of $10,000
and any multiple thereof, and shall bear interest, payable
semi-annually on March 31 and September 30 of each year
(commencing on the first March 31 or September 30 following
the date of such exchange), at the rate of seven and
904/1000 per centum (7.904%) per annum until the principal
shall have become due and payable, and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided in the
Indenture. Except as otherwise specifically provided in this
Supplemental Indenture, the principal of and interest on the
bonds of 1990 Series E shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City
of New York, The State of New York in any coin or currency
of the United States of America which at the time of payment
is legal tender for public and private debts. The interest
on bonds of 1990 Series E, whether in temporary or
definitive form, shall be payable without presentation of
such bonds and (subject to the provisions of this Section 1)
only to or upon the written order of the registered holders
thereof.
Each bond of 1990 Series E shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the March 31 or September
30 next preceding the date thereof to which interest has
been paid on bonds of 1990 Series E, 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.
The bonds of 1990 Series E 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 denomination of
bonds of 1990 Series E). Until bonds of 1990 Series E 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 1990
Series E in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1990 Series
E, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1990 Series E, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
35
32
Interest on any bond of 1990 Series E which is payable on
any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be the fifteenth
day of March or September as the case may be (whether or not
a business day) next preceding such interest payment date.
If the Company shall default in the payment of the interest
due on any interest payment date on the principal
represented by any bond of 1990 Series E, such defaulted
interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular
record date by virtue of his having been such holder, and
such defaulted interest may be paid to the registered holder
of that bond (or any bond or bonds of 1990 Series E issued
upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company,
to the person in whose name that bond (or any bond or bonds
of 1990 Series E issued upon transfer or exchange thereof)
is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the
holders of bonds of 1990 Series E not less than ten (10)
days preceding such subsequent record date, which subsequent
record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS OF SECTION 2. The bonds of 1990 Series E shall be redeemable
1990 (i) on March 31 in each year, commencing March 31 in the
SERIES E. first calendar year subsequent to initial issuance, through
the operation of the sinking fund hereinafter described at
100% of the principal amount thereof, (ii) at the election
of the Company on any date prior to maturity, commencing
March 31 of the eleventh (11th) calendar year subsequent to
initial issuance, as a whole, or in part, from time to time,
at par plus in each case accrued interest to the date fixed
for redemption if such redemption does not utilize, directly
or indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 7.904% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance, as a whole, or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
thereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
36
33
The bonds of 1990 Series E shall be redeemable as
aforesaid as provided herein and as specified in Article IV
of the Indenture upon giving notice of such redemption by
first class mail, postage prepaid, by or on behalf of the
Company at least thirty (30) days prior to the date fixed
for redemption to the registered holders of bonds of 1990
Series E so called for redemption at their last respective
addresses appearing on the register thereof, but failure to
mail such notice to the registered holders of any bonds of
1990 Series E designated for redemption shall not affect the
validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990
Series E (or any portion thereof) so called for redemption
from and after the date fixed for redemption if payment
sufficient to redeem the bonds of 1990 Series E (or such
portion) designated for redemption has been duly provided
for. Bonds of 1990 Series E redeemed in part only shall be
in amounts of $10,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall become available for payment to the holders of
the bonds of 1990 Series E so to be redeemed) sufficient to
redeem bonds of 1990 Series E in whole or in part, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and interest due or to become due thereon shall
cease and be discharged and the holders of such bonds of
1990 Series E (or portions thereof) shall thereafter be
restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or in
respect of such bonds (or portions thereof) and interest.
As and for the sinking fund for the retirement of the
bonds of 1990 Series E the Company will, until all the bonds
of 1990 Series E are paid or payment thereof provided for,
deposit with the Trustee prior to March 31 in each year,
commencing March 31 of the first calendar year subsequent to
initial issuance, an amount in cash sufficient to redeem on
such March 31 $9,520,000 principal amount of bonds of 1990
Series E.
On or before February 1 in each year, commencing February
1 of the first calendar year subsequent to initial issuance
the Company (i) may deliver bonds of 1990 Series E (other
than any previously called for redemption for the sinking
fund) and (ii) may apply as a credit bonds for 1990 Series E
redeemed at the election of the Company otherwise than
through the sinking fund, in each case in satisfaction of
all or any part of the amount of any sinking fund payment.
Each such bond of 1990 Series E shall be received or
credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment
shall be reduced accordingly.
On February 1 in each year, commencing February 1 of the
first calendar year subsequent to initial issuance, the
Company will deliver to the Trustee a treasurer's
certificate, which shall be irrevocable, specifying the
amount of the next ensuing sinking fund payment and the
portions thereof which are to be satisfied by payment of
cash, by delivery of bonds of 1990 Series E or by crediting
bonds of 1990 Series E previously redeemed. The treasurer's
certificate shall also state that bonds of 1990 Series E
forming the basis of any such credit do not include any
bonds of 1990 Series E which have been called for redemption
for the sinking fund or previously credited against any
sinking fund payment. The Trustee shall, upon the receipt of
the treasurer's certificate, select the bonds of 1990 Series
E to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the
redemption thereof to be given in the name of and at the
expense of the Company in the manner hereinabove provided
for. Such notice having been duly given, the redemption of
such bonds of 1990 Series E shall be made upon the terms and
in the manner and with the effect hereinabove provided for
with respect to redemptions.
37
34
EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series E, upon surrender
TRANSFER. thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York, together with a written
instrument of transfer (if so required by the Company or by the Trustee) in form
approved by the Company duly executed by the holder or by its duly authorized
attorney, shall be exchangeable for a like aggregate principal amount of bonds of 1990
Series E of other authorized denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the Indenture. Bonds of 1990 Series E shall be
transferable at the office or agency of the Company in the Borough of Manhattan, The
City of New York, The State of New York. The Company waives its rights under
Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of
1990 Series E during any period of ten (10) days next preceding any interest payment
date for such bonds.
Bonds of 1990 Series E, in definitive and temporary form, may bear such legends as
may be necessary to comply with any law or with any rules or regulations made pursuant
thereto or with the rules or regulations of any stock exchange or to conform to usage
with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series E, 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 percent
(85%) in principal amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
38
35
FORM OF BONDS OF SECTION 4. The bonds of 1990 Series E and the form of Trustee's Certificate to be endorsed on
1990 SERIES E. such bonds shall be substantially in the following forms, respectively.
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series E, 7.904% due March 31, 2016
$ ________ No. ________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay to or registered
assigns, at its office or agency in the Borough of Manhattan, The City and State of New York,
the principal sum of in lawful money of the United States of America on the
thirty-first day of March, 2016, and to pay interest thereon at the rate specified in the title
hereof, at such office or agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to which such interest has
been paid, semi-annually on the thirty-first day of March and the thirtieth day in September
each year, to the person in whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain exceptions provided in the
Indenture hereinafter mentioned), until the Company's obligation with respect to payment of said
principal shall have been discharged as provided in such Indenture.
Reference is hereby made to the further provisions of this bond set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as though set
forth at this place.
This bond shall not be valid or become obligatory for any purpose until Bankers Trust Company,
the Trustee under the aforesaid Indenture, or its successor thereunder, shall have signed the
form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on
its behalf by its 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
39
36
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of said bonds
known as General and Refunding Mortgage Bonds, 1990 Series
E, (elsewhere herein referred to as the "bonds of 1990
Series E"), limited to the aggregate principal amount of
[the 1990 Series B Bonds being converted], 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 February 15, 1990)
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 February 15, 1990, 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 principal amount of the bonds then outstanding,
and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at
least eighty-five percent (85%) in principal amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among
other things, affect the terms of payment of the principal
of, or the interest on, this bond, which in those respects
is unconditional.
The holders of the bonds of 1990 Series E, 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I
of the Supplemental Indenture dated as of February 15, 1990,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
40
37
This bond is redeemable on giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) but not more than
ninety (90) days prior to the date fixed for redemption to
the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon
the terms provided in the Indenture, (i) on March 31 in each
year, commencing [March 31, ], through the operation of
the sinking fund for bonds of 1990 Series E at 100% of the
principal amount hereof, (ii) at the election of the Company
on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial
issuance, as a whole, or in part, from time to time, at par
plus in each case accrued interest to the date fixed for
redemption if such redemption does not utilize, directly or
indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 7.904% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance, as a whole or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
hereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
The Company will deposit with the Trustee as and for a
sinking fund for the bonds of Series E prior to each March
31, commencing [ ], an amount sufficient to
redeem $9,520,000 principal amount of bonds of 1990 Series
E, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series E delivered to
the Trustee or redeemed by the Company otherwise than
through the sinking fund.
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 1990
Series E (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 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 said Indenture.
41
38
This bond is transferable by the registered holder hereof,
in person or by his attorney duly authorized in writing, on
the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a
new registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in
exchange herefor, and this bond with others in like form may
in like manner be exchanged for one or more new registered
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
[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
42
39
PART V.
CREATION OF TWO HUNDRED EIGHTY-FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES C
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES C. eighty-fifth series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bond, 1990
Series C (elsewhere herein referred to as the "1990 Series C
Bond"). The aggregate principal amount of the 1990 Series C
Bond shall be limited to Eighty-five million four hundred
seventy-five thousand dollars ($85,475,000), except as
provided in Section 13 of Article II of the Original
Indenture with respect to exchanges and replacement of
bonds. The 1990 Series C Bond shall be a multiple of $1,000.
The 1990 Series C Bond shall be issued as one registered
bond without coupons in the amount of $85,475,000, which
shall bear interest, payable semi-annually on March 31 and
September 30 of each year (commencing March 31, 1990) at the
rate of 8.357%, and principal payments shall be made thereon
annually, payable on March 31 of each year (commencing March
31, 1990) as set forth below, until the final payments of
interest and principal shall be made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990.............................. $3,419,000 $82,056,000
March 31, 1991.............................. 3,419,000 78,637,000
March 31, 1992.............................. 3,419,000 75,218,000
March 31, 1993.............................. 3,419,000 71,799,000
March 31, 1994.............................. 3,419,000 68,380,000
March 31, 1995.............................. 3,419,000 64,961,000
March 31, 1996.............................. 3,419,000 61,542,000
March 31, 1997.............................. 3,419,000 58,123,000
March 31, 1998.............................. 3,419,000 54,704,000
March 31, 1999.............................. 3,419,000 51,285,000
March 31, 2000.............................. 3,419,000 47,866,000
March 31, 2001.............................. 3,419,000 44,447,000
March 31, 2002.............................. 3,419,000 41,028,000
March 31, 2003.............................. 3,419,000 37,609,000
March 31, 2004.............................. 3,419,000 34,190,000
March 31, 2005.............................. 3,419,000 30,771,000
March 31, 2006.............................. 3,419,000 27,352,000
March 31, 2007.............................. 3,419,000 23,933,000
March 31, 2008.............................. 3,419,000 20,514,000
March 31, 2009.............................. 3,419,000 17,095,000
March 31, 2010.............................. 3,419,000 13,676,000
March 31, 2011.............................. 3,419,000 10,257,000
March 31, 2012.............................. 3,419,000 6,838,000
March 31, 2013.............................. 3,419,000 3,419,000
March 31, 2014.............................. 3,419,000 0
Payments of principal, premium, if any, and interest on
the 1990 Series C Bond shall be made by bank wire transfer
in immediately available funds in lawful money of the United
States of America to the bank account of the registered
holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not
less than fifteen (15) days prior to the date such payment
shall become due and payable.
43
40
When a semi-annual interest payment date falls on a
Saturday, Sunday or a day on which the Federal Reserve Bank
of New York or the Trustee is not open for business, all
payments shall be payable on the first day thereafter on
which the Federal Reserve Bank of New York and the Trustee
are open for business.
In the event any semi-annual payment is not made when due,
the amount payable shall be such payment, plus interest
thereon at the interest rate of one and one-half times the
rate to be determined by the Secretary of the Treasury
taking into consideration the prevailing market yield on the
remaining maturity of the most recently auctioned 13-week
U.S. Treasury bills, from the due date to the date of
payment. Upon the expiration of each successive 91-day
period following the scheduled payment date for any
outstanding payment, a new rate shall be established
pursuant to this paragraph and such rate shall be applied to
the outstanding payment and all late charges accrued
thereon.
The 1990 Series C Bond shall be dated January 3, 1990 and
interest shall be payable from January 3, 1990.
The 1990 Series C Bond in definitive form shall be, at the
election of the Company, fully engraved or shall be
lithographed or printed.
The 1990 Series C Bond shall not be subject to or entitled
to any sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series C Bond shall be redeemable
1990 SERIES C BOND. prior to stated maturity, at the election of the Company on
any interest payment date, at redemption prices calculated
in accordance with the formula set forth below on giving
notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety
(90) days nor less than thirty (30) days prior to the date
fixed for redemption to the registered holder of the 1990
Series C Bond.
The optional redemption payment of each bond to be
redeemed shall be equal to the present worth, on the date of
redemption, of the remaining scheduled semi- annual payments
of interest and annual retirement of principal of such bond,
calculated as follows. Determine the present value of each
scheduled semi-annual payment of interest and annual
retirement of principal by dividing each payment by the
Present Value Divisor (PVD), where:
PVD = (FYYY
1.0 + I) (D)
I = That annual interest rate (which has been adjusted
for semi-annual compounding) for U.S. Treasury securities,
with comparable maturities as set forth in the
Federal Reserve statistical release, designated H.15
(519), or its successor, published at least 4 days
but not more than 10 days prior to the optional
redemption date. The rate shall be the "This Week"
rate for Treasury Constant Maturities. Straight line
interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th
round down) to match the remaining term of the bond
to be redeemed.
D = Present value divisor for the preceding 6 month
interest period (D equals 1.0 for the period preceding the
first period, which is the period from the redemption
date to the first scheduled payment date thereafter).
Add the present value for all scheduled annual
retirements of principal and semi-annual payments of
interest to determine the sum to be paid upon
redemption of each bond.
44
41
If the optional redemption payment is greater than
the principal outstanding as of the date of optional
redemption, the prepayment results in a premium, plus
in each case accrued interest to the date fixed for
redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the
optional redemption, the prepayment results in a
discount which shall be deducted from the outstanding
principal amount which otherwise would have been paid,
plus in each case accrued interest to the date fixed
for redemption.
Any partial redemption shall, as the principal portion of
such redemption, be no less than $100,000. No redemption
pursuant to this paragraph shall be credited to, or relieve
the Company to any extent from its obligation to make the
principal payments provided for in Section 1 hereof.
On or before the first day of February or August in each
year, commencing September 1 1990, the Company will deliver
to the Trustee a treasurer's certificate, which shall be
irrevocable, specifying the principal amount of bonds to be
optionally redeemed and accrued interest on such bonds on
the next ensuing March 31 or September 30, or the first
business day thereafter, respectively. The Trustee shall,
upon the receipt of the treasurer's certificate, cause
notice of the redemption thereof to be given in the name of
and at the expense of the Company in the manner herein
provided for. On or before noon of the business day
preceding the day of prepayment, the Company will advise the
Trustee of the applicable premium or discount applicable to
such prepayment. Such notice having been duly given, the
redemption of bonds of 1990 Series C shall be made upon the
terms and in the manner and with the effect hereinabove
provided for with respect to redemptions. A treasurer's
certificate shall not be required if no bonds of a series
are to be redeemed under this paragraph.
EXCHANGE. SECTION 3. At the option of the holder, upon written
request made at least forty-five (45) days prior to an
interest payment date and subject to the terms of the
Indenture and compliance with applicable securities laws,
the 1990 Series C Bond shall be exchangeable, in whole but
not in part, for bonds of 1990 Series F (as hereinafter
described) in an aggregate principal amount equal to the
aggregate amount of unpaid principal which shall remain
outstanding on the 1990 Series C Bond as of the date of such
exchange. Such exchange shall occur only on an interest
payment date for the 1990 Series C Bond at the office of the
Trustee in the Borough of Manhattan, The City of New York,
The State of New York.
The 1990 Series C Bond shall bear a legend stating that
such bond has not been registered under the United States
Securities Act of 1933, as amended (the "Act") and that as a
consequence such bond may not be offered, sold or otherwise
transferred, whether or not for consideration, unless
registered under such Act or pursuant to an exemption from
such registration applicable to such offer, sale or other
transfer, and may bear such other legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto.
CONSENT. SECTION 4. The holder of the 1990 Series C Bond, by its
acceptance of and holding thereof, consents and agrees that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consents 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 holder further agrees that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 substan-
tially 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.
45
42
FORM OF SECTION 5. The 1990 Series C Bond and the form of
1990 SERIES C BOND. Trustee's Certificate to be endorsed on such bond shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series C, 8.357% due March 31, 2014
(Payable in annual installments, commencing March 31, 1990)
$85,475,000 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 OF
AMERICA, at its office or agency in the Borough of
Manhattan, the City and State of New York, in lawful money
of the United States of America, the principal sum of
$85,475,000, together with interest at the rate specified in
the title hereof on the amount of said principal sum
remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent
date to which interest has been paid hereon, 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. Interest shall be due and payable in 49 consecutive
semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be
due and payable in 25 consecutive annual payments on March
31, in each year, commencing on March 31, 1990, each as more
fully set forth on the reverse hereof.
Payments of principal, premium, if any, and interest on
this bond are to be made by bank wire transfer in
immediately available funds to the holder hereof 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.
In the event any semi-annual payment is not made when due,
the amount payable shall be such payment, plus interest
thereon at the interest rate of one and one-half times the
rate to be determined by the Secretary of the Treasury
taking into consideration the prevailing market yield on the
remaining maturity of the most recently auctioned 13-week
U.S. Treasury bills, from the due date to the date of
payment. Upon the expiration of each successive 91-day
period following the scheduled payment date for any
outstanding payment, a new rate shall be established
pursuant to this paragraph and such rate shall be applied to
the outstanding payment and all late charges accrued
thereon.
When any payment date falls on a Saturday, Sunday or a day
on which the Federal Reserve Bank of New York or the Trustee
is not open for business, all payments shall be payable on
the first day thereafter on which the Federal Reserve Bank
of New York and the Trustee are open for business.
At the written request of the registered holder hereof
made at least forty-five (45) days in advance of an interest
payment date, this bond shall be exchangeable, in whole but
not in part, on any interest payment date in an aggregate
principal amount equal to the amount of unpaid principal
which shall remain outstanding on this bond as of the date
of such exchange (after giving effect to the payment of
principal hereon on the date of such exchange), all as
provided, to the extent and in the manner specified in the
Indenture and the Supplemental Indenture hereinafter
mentioned on the reverse hereof.
46
43
Reference is hereby made to the further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed on its behalf by its 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 by manual or facsimile signature.
THE DETROIT EDISON COMPANY
Dated January 3, 1990 By
Chairman of the Board
President
Attest:
Secretary
47
44
[FORM OF REVERSE OF BOND]
This bond is the only bond of an authorized issue of bonds
of the Company, unlimited as to amount except as provided in
the Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of said bonds
known as General and Refunding Mortgage Bonds, 1990 Series C
(elsewhere herein referred to as the "1990 Series C Bond"),
limited to an aggregate principal amount of $85,475,000,
except as otherwise provided in the Indenture hereinafter
mentioned. This bond is issued and to be issued under, and
is 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 February 15, 1990) 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 February 15, 1990, 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 principal amount of the bonds
then outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified from voting
by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment of
the principal of, or the interest on, this bond, which in
those respects is unconditional.
The holder of the 1990 Series C Bond, by its acceptance of
and holding thereof, consents and agrees that bonds of any
series may be issued which mature on a date or dates later
than October 1, 2024 and also consents 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 holder further agrees that (a) such consent
shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holder, be deemed
the affirmative vote of such holder 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 percent (85%) in
principal amount of bonds outstanding under the Indenture
shall have consented thereto substantially in the manner set
forth in Section 3 of Part I of the Supplemental Indenture
dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
48
45
Principal payments shall be made hereon annually, payable
on March 31 of each year (commencing March 31, 1990) as set
forth below, until the final payment of principal shall be
made:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
--------- --------- ----------------
March 31, 1990.............................. $3,419,000 $82,056,000
March 31, 1991.............................. 3,419,000 78,637,000
March 31, 1992.............................. 3,419,000 75,218,000
March 31, 1993.............................. 3,419,000 71,799,000
March 31, 1994.............................. 3,419,000 68,380,000
March 31, 1995.............................. 3,419,000 64,961,000
March 31, 1996.............................. 3,419,000 61,542,000
March 31, 1997.............................. 3,419,000 58,123,000
March 31, 1998.............................. 3,419,000 54,704,000
March 31, 1999.............................. 3,419,000 51,285,000
March 31, 2000.............................. 3,419,000 47,866,000
March 31, 2001.............................. 3,419,000 44,447,000
March 31, 2002.............................. 3,419,000 41,028,000
March 31, 2003.............................. 3,419,000 37,609,000
March 31, 2004.............................. 3,419,000 34,190,000
March 31, 2005.............................. 3,419,000 30,771,000
March 31, 2006.............................. 3,419,000 27,352,000
March 31, 2007.............................. 3,419,000 23,933,000
March 31, 2008.............................. 3,419,000 20,514,000
March 31, 2009.............................. 3,419,000 17,095,000
March 31, 2010.............................. 3,419,000 13,676,000
March 31, 2011.............................. 3,419,000 10,257,000
March 31, 2012.............................. 3,419,000 6,838,000
March 31, 2013.............................. 3,419,000 3,419,000
March 31, 2014.............................. 3,419,000 0
This bond shall be redeemable prior to stated maturity, at
the election of the Company on any interest payment date, at
the redemption prices calculated in accordance with the
formula set forth below on giving notice of such redemption
by first class mail, postage prepaid, by or on behalf of the
Company not more than ninety (90) days nor less than thirty
(30) days prior to the date fixed for redemption to the
registered holder of the 1990 Series C Bond.
49
46
The optional redemption payment of each bond to be
redeemed shall be equal to the present worth, on the date of
redemption, of the remaining scheduled semi- annual payments
of interest and annual retirement of principal of such bond,
calculated as follows. Determine the present value of each
scheduled semi-annual payment of interest and annual
retirement of principal by dividing each payment by the
Present Value Divisor (PVD), where:
PVD = (FYYY
1.0 + I) (D)
I = That annual interest rate (which has been adjusted
for semi-annual compounding) for U.S. Treasury securities,
with comparable maturities as set forth in the
Federal Reserve statistical release, designated H.15
(519), or its successor, published at least 4 days
but not more than 10 days prior to the optional
redemption date. The rate shall be the "This Week"
rate for Treasury Constant Maturities. Straight line
interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th
round down) to match the remaining term of the bond
to be redeemed.
D = Present value divisor for the preceding 6 month
interest period (D equals 1.0 for the period preceding the
first period, which is the period from the redemption
date to the first scheduled payment date thereafter).
Add the present value for all scheduled annual
retirements of principal and semi-annual payments of
interest to determine the sum to be paid upon
redemption of each bond.
If the optional redemption payment is greater than
the principal outstanding as of the date of optional
redemption, the prepayment results in a premium, plus
in each case accrued interest to the date fixed for
redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the
optional redemption, the prepayment results in a
discount which shall be deducted from the outstanding
principal amount which otherwise would have been paid,
plus in each case accrued interest to the date fixed
for redemption.
No redemption pursuant to this paragraph shall be credited
to, or relieve the Company to any extent from its obligation
to make the principal payment provided for above.
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 said 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.
50
47
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated
TRUSTEE'S therein, described in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
Authorized Officer
51
48
PART VI.
CREATION OF TWO HUNDRED EIGHTY-SIXTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES F
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred
OF 1990 SERIES F. eighty-sixth series of bonds to be issued under and secured
by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 1990
Series F" (elsewhere herein referred to as the "bonds of
1990 Series F"). The aggregate principal amount of bonds of
1990 Series F shall be limited to the principal amount of
1990 Series C Bond being exchanged, except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
The bonds of 1990 Series F shall mature on March 31, 2014
and shall be issued in exchange for, and in an aggregate
principal amount equal to the principal amount remaining
outstanding on, the 1990 Series C Bond as of the date of
such exchange. The bonds of 1990 Series F shall be issued as
registered bonds without coupons in denominations of $10,000
and any multiple thereof, and shall bear interest, payable
semi-annually on March 31 and September 30 of each year
(commencing on the first March 31 or September 30 following
the date of such exchange), at the rate of eight and
357/1000 per centum (8.357%) per annum until the principal
shall have become due and payable, and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided in the
Indenture. Except as otherwise specifically provided in this
Supplemental Indenture, the principal of and interest on the
bonds of 1990 Series F shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City
of New York, The State of New York in any coin or currency
of the United States of America which at the time of payment
is legal tender for public and private debts. The interest
on bonds of 1990 Series F, whether in temporary or
definitive form, shall be payable without presentation of
such bonds and (subject to the provisions of this Section 1)
only to or upon the written order of the registered holders
thereof.
Each bond of 1990 Series F shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the March 31 or September
30 next preceding the date thereof to which interest has
been paid on bonds of 1990 Series F, 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.
The bonds of 1990 Series F 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 denomination of
bonds of 1990 Series F). Until bonds of 1990 Series F 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 1990
Series F in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1990 Series
F, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1990 Series F, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
52
49
Interest on any bond of 1990 Series F which is payable on
any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be the fifteenth
day of March or September as the case may be (whether or not
a business day) next preceding such interest payment date.
If the Company shall default in the payment of the interest
due on any interest payment date on the principal
represented by any bond of 1990 Series F, such defaulted
interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular
record date by virtue of his having been such holder, and
such defaulted interest may be paid to the registered holder
of that bond (or any bond or bonds of 1990 Series F issued
upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company,
to the person in whose name that bond (or any bond or bonds
of 1990 Series F issued upon transfer or exchange thereof)
is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the
holders of bonds of 1990 Series F not less than ten (10)
days preceding such subsequent record date, which subsequent
record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS OF SECTION 2. The bonds of 1990 Series F shall be redeemable
1990 (i) on March 31 in each year, commencing March 31 in the
SERIES F. first calendar year subsequent to initial issuance, through
the operation of the sinking fund hereinafter described at
100% of the principal amount thereof, (ii) at the election
of the Company on any date prior to maturity, commencing
March 31 of the eleventh (11th) calendar year subsequent to
initial issuance, as a whole, or in part, from time to time,
at par plus in each case accrued interest to the date fixed
for redemption if such redemption does not utilize, directly
or indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 8.357% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance as a whole, or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
thereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
53
50
The bonds of 1990 Series F shall be redeemable as
aforesaid as provided herein and as specified in Article IV
of the Indenture upon giving notice of such redemption by
first class mail, postage prepaid, by or on behalf of the
Company at least thirty (30) days prior to the date fixed
for redemption to the registered holders of bonds of 1990
Series F so called for redemption at their last respective
addresses appearing on the register thereof, but failure to
mail such notice to the registered holders of any bonds of
1990 Series F designated for redemption shall not affect the
validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990
Series F (or any portion thereof) so called for redemption
from and after the date fixed for redemption if payment
sufficient to redeem the bonds of 1990 Series F (or such
protion) designated for redemption has been duly provided
for. Bonds of 1990 Series F redeemed in part only shall be
in amounts of $10,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall become available for payment to the holders of
the bonds of 1990 Series F so to be redeemed) sufficient to
redeem bonds of 1990 Series F in whole or in part, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and interest due or to become due thereon shall
cease and be discharged and the holders of such bonds of
1990 Series F (or portions thereof) shall thereafter be
restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or in
respect of such bonds (or portions thereof) and interest.
As and for the sinking fund for the retirement of the
bonds of 1990 Series F the Company will, until all the bonds
of 1990 Series F are paid or payment thereof provided for,
deposit with the Trustee prior to March 31 in each year,
commencing March 31 of the first calendar year subsequent to
initial issuance, an amount in cash sufficient to redeem on
such March 31 $3,420,000 principal amount of bonds of 1990
Series F.
On or before February 1 in each year, commencing February
1 of the first calendar year subsequent to initial issuance
the Company (i) may deliver bonds of 1990 Series F (other
than any previously called for redemption for the sinking
fund) and (ii) may apply as a credit bonds for 1990 Series F
redeemed at the election of the Company otherwise than
through the sinking fund, in each case in satisfaction of
all or any part of the amount of any sinking fund payment.
Each such bond of 1990 Series F shall be received or
credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment
shall be reduced accordingly.
On February 1 in each year, commencing February 1 of the
first calendar year subsequent to initial issuance, the
Company will deliver to the Trustee a treasurer's
certificate, which shall be irrevocable, specifying the
amount of the next ensuing sinking fund payment and the
portions thereof which are to be satisfied by payment of
cash, by delivery of bonds of 1990 Series F or by crediting
bonds of 1990 Series F previously redeemed. The treasurer's
certificate shall also state that bonds of 1990 Series F
forming the basis of any such credit do not include any
bonds of 1990 Series F which have been called for redemption
for the sinking fund or previously credited against any
sinking fund payment. The Trustee shall, upon the receipt of
the treasurer's certificate, select the bonds of 1990 Series
F to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the
redemption thereof to be given in the name of and at the
expense of the Company in the manner hereinabove provided
for. Such notice having been duly given, the redemption of
such bonds of 1990 Series F shall be made upon the terms and
in the manner and with the effect hereinabove provided for
with respect to redemptions.
54
51
EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series F, upon surrender
TRANSFER. thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York, together with a written
instrument of transfer (if so required by the Company or by the Trustee) in form
approved by the Company duly executed by the holder or by its duly authorized
attorney, shall be exchangeable for a like aggregate principal amount of bonds of 1990
Series F of other authorized denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the Indenture. Bonds of 1990 Series F shall be
transferable at the office or agency of the Company in the Borough of Manhattan, The
City of New York, The State of New York. The Company waives its rights under
Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of
1990 Series F during any period of ten (10) days next preceding any interest payment
date for such bonds.
Bonds of 1990 Series F, in definitive and temporary form, may bear such legends as
may be necessary to comply with any law or with any rules or regulations made pursuant
thereto or with the rules or regulations of any stock exchange or to conform to usage
with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series F, 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 percent
(85%) in principal amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
55
52
FORM OF BONDS OF SECTION 4. The bonds of 1990 Series F and the form of Trustee's Certificate to be endorsed on
1990 SERIES F. such bonds shall be substantially in the following forms, respectively.
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series F, 8.357% due March 31, 2014
$ ________ No. ________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay to or registered
assigns, at its office or agency in the Borough of Manhattan, The City and State of New York,
the principal sum of in lawful money of the United States of America on the
thirty-first day of March, 2014, and to pay interest thereon at the rate specified in the title
hereof, at such office or agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to which such interest has
been paid, semi-annually on the thirty-first day of March and the thirtieth day in September
each year, to the person in whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain exceptions provided in the
Indenture hereinafter mentioned), until the Company's obligation with respect to payment of said
principal shall have been discharged as provided in such Indenture.
Reference is hereby made to the further provisions of this bond set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as though set
forth at this place.
This bond shall not be valid or become obligatory for any purpose until Bankers Trust Company,
the Trustee under the aforesaid Indenture, or its successor thereunder, shall have signed the
form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to be executed on
its behalf by its 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
56
53
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of said bonds
known as General and Refunding Mortgage Bonds, 1990 Series
F, (elsewhere herein referred to as the "bonds of 1990
Series F"), limited to [the aggregate principal amount of
the 1990 Series C Bond being converted], 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 February 15, 1990)
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 February 15, 1990, 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 principal amount of the bonds then outstanding,
and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at
least eighty-five percent (85%) in principal amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among
other things, affect the terms of payment of the principal
of, or the interest on, this bond, which in those respects
is unconditional.
The holders of the bonds of 1990 Series F, 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I
of the Supplemental Indenture dated as of February 15, 1990,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
57
54
This bond is redeemable on giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) but not more than
ninety (90) days prior to the date fixed for redemption to
the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon
the terms provided in the Indenture, (i) on March 31 in each
year, commencing [March 31, ], through the operation of
the sinking fund for bonds of 1990 Series F at 100% of the
principal amount hereof, (ii) at the election of the Company
on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial
issuance, as a whole, or in part, from time to time, at par
plus in each case accrued interest to the date fixed for
redemption if such redemption does not utilize, directly or
indirectly, the proceeds of and is not in anticipation of
any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally
accepted financial practice, of less than 8.357% per annum,
and (iii) at the election of the Company on any date prior
to maturity, commencing March 31 of the eleventh (11th)
calendar year subsequent to initial issuance, as a whole or
in part, from time to time, at the following redemption
prices (expressed as percentages of the principal amount
hereof) plus in each case (whether through operation of the
sinking fund or otherwise) accrued interest to the date
fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- ----------
Year 11........................................... 102.50%
Year 12........................................... 102.00
Year 13........................................... 101.50
Year 14........................................... 101.00
Year 15........................................... 100.50
Thereafter........................................ 100.00
The Company will deposit with the Trustee as and for a
sinking fund for the bonds of Series F prior to each March
31, commencing [ ], an amount sufficient to
redeem $3,420,000 principal amount of bonds of 1990 Series
F, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series F delivered to
the Trustee or redeemed by the Company otherwise than
through the sinking fund.
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 1990
Series F (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 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 said Indenture.
58
55
This bond is transferable by the registered holder hereof,
in person or by his attorney duly authorized in writing, on
the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a
new registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in
exchange herefor, and this bond with others in like form may
in like manner be exchanged for one or more new registered
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
[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
59
56
PART VII.
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
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
60
57
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
December 1, 1966(a)(c)............ Series R Bonds 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
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
61
58
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
62
59
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
July 15, 1989..................... Series KKP No. 10 December 1, 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
December 1, 1989 providing for the terms of bonds to be
issued thereunder of Series KKP No. 11 and 1989 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 December 19,
1989 (Filing No. 99782), has been filed and recorded in the
Office of the Interstate Commerce Commission (Recordation
No. 5485-000), 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.................... December 19, 1989 2548 1-29
Huron...................... December 19, 1989 533 702-730
Ingham..................... December 19, 1989 1793 766-794
Lapeer..................... December 19, 1989 676 970-998
Lenawee.................... December 19, 1989 1113 98-126
Livingston................. December 19, 1989 1382 437-465
Macomb..................... December 19, 1989 04784 792-820
Mason...................... December 19, 1989 387 516-544
Monroe..................... December 19, 1989 1103 0100-0128
Oakland.................... December 19, 1989 11194 511-539
Sanilac.................... December 19, 1989 407 685-713
St. Clair.................. December 19, 1989 946 919-947
Tuscola.................... December 19, 1989 598 863-891
Washtenaw.................. December 19, 1989 2371 834-862
Wayne...................... December 19, 1989 24466 89-837
63
60
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. 1-9, FFR Nos. 1-11, 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 VIII.
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.
64
61
PART IX.
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/ ELAINE M. GODFREY
Elaine M. Godfrey
/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
65
62
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 14th day of February, 1990, 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 his business address is 2000 Second
Avenue, Detroit, Michigan 48226 and he 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 12th day of February, 1990, 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 her business address is Four Albany
Street, New York, New York 10015, and she 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
66
63
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 14th day of
February, 1990
/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