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EXHIBIT 4-213
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of November 30, 1992
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES E, DUE DECEMBER 15, 1999,
(B) GENERAL AND REFUNDING MORTGAGE BONDS, 1993 SERIES B, DUE DECEMBER 15, 1999
AND
(C) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 4
Bonds to be 1992 Series E and 1993 Series B............... 4
Further assurance......................................... 4
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-NINTH
SERIES OF BONDS
1992 SERIES E
Sec. 1. Terms of Bonds of 1992 Series E..................... 5
Sec. 2. Optional Redemption of Bonds of 1992 Series E....... 6
Direct Payments..................................... 7
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1992 Series E...................... 9
Form of Trustee's Certificate....................... 14
PART II.
CREATION OF THREE HUNDRETH
SERIES OF BONDS
1993 SERIES B
Sec. 1. Terms of Bonds of 1993 Series B..................... 14
Sec. 2. Optional Redemption of Bonds of 1993 Series B....... 15
Direct Payments..................................... 17
Exchange and transfer............................... 17
Sec. 3. Consent............................................. 17
Sec. 4. Form of Bonds of 1993 Series B...................... 18
Form of Trustee's Certificate....................... 22
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 23
Recording and filing of Supplemental Indentures............. 24
Recording of Certificates of Provision for Payment.......... 28
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 29
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 29
Execution in Counterparts................................... 29
Testimonium................................................. 30
Execution................................................... 30
Acknowledgements............................................ 31
Affidavit as to consideration and good faith................ 32
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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 thirtieth day of
November, in the year one thousand nine hundred and
ninety-two, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the
State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS
TRUST COMPANY, a corporation organized and existing under
the laws of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992 and July 31, 1992
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 Six billion three
ISSUED. hundred fifty-six million five hundred ninety-seven thousand
dollars ($6,356,597,000) 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,
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(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount
$100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount
$100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-177) Bonds of Series QQP Nos. 1-17 -- Principal Amount $12,780,000,
(178-192) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(193) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(194-218) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(219-229) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(230-243) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000,
(244) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(245) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(246) Bonds of Series PP -- Principal Amount $70,000,000,
(247) Bonds of Series RR -- Principal Amount $70,000,000,
(248) Bonds of Series EE -- Principal Amount $50,000,000,
(249-250) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(251) Bonds of Series T -- Principal Amount $75,000,000,
(252) Bonds of Series U -- Principal Amount $75,000,000,
(253) Bonds of 1986 Series B -- Principal Amount
$100,000,000,
(254) Bonds of 1987 Series D -- Principal Amount
$250,000,000,
(255) Bonds of 1987 Series E -- Principal Amount
$150,000,000,
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;
(256) 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;
(257) 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;
(258) 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;
(259) 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;
(260) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(261) 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;
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(262-266) Bonds of Series KKP Nos. 9-13 in the principal
amount of One hundred forty-four million two hundred ninety
thousand dollars ($144,290,000), all of which are
outstanding at the date hereof;
(267-268) Bonds of Series QQP Nos. 18-19 in the principal
amount of Eight hundred seventy thousand dollars ($870,000),
all of which are outstanding at the date hereof;
(269) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which One
hundred ten million dollars ($110,000,000) principal amount
have heretofore been retired and Forty million dollars
($40,000,000) principal amount are outstanding at the date
hereof;
(270) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which
Seventy-three million one hundred fifty thousand dollars
($73,150,000) principal amount have heretofore been retired
and Twenty-six million eight hundred fifty thousand dollars
($26,850,000) principal amount are outstanding at the date
hereof;
(271-272) Bonds of 1981 Series AP Nos. 15-16 in the
principal amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the date
hereof;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) 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;
(279) 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;
(280) 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;
(281) 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;
(282) 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;
(283) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Eighteen million eight
hundred thirty-seven thousand dollars ($18,837,000)
principal amount have heretofore been retired and One
hundred seventy-five million eight hundred twelve thousand
dollars ($175,812,000) principal amount are outstanding at
the date hereof;
(284) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which Twenty-eight million five
hundred forty-eight thousand dollars ($28,548,000) principal
amount have heretofore been retired and Two hundred
twenty-eight million three hundred eighty-four thousand
dollars ($228,384,000) principal amount are outstanding at
the date hereof;
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(285) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Ten million two hundred
fifty-seven thousand dollars ($10,257,000) principal amount
have heretofore been retired and Seventy-five million two
hundred eighteen thousand dollars ($75,218,000) principal
amount are outstanding at the date hereof;
(286) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(287) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(288) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(292) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(293) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(294) Bonds of 1992 Series D in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof; and
(295) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
and, accordingly, of the bonds so issued, Three billion
seven hundred thirty-three million six hundred fifty-four
thousand dollars ($3,733,654,000) principal amount are
outstanding at the date hereof; and
REASON FOR WHEREAS, the Company desires to replace corporate funds
CREATION OF utilized for certain refundings and for this purpose desires
NEW SERIES. to issue and sell new series of bonds to be issued under the
Indenture and to be authenticated and delivered pursuant to
Section 8 of Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture
1992 SERIES E AND 1993 to create such new series of bonds, to be designated
SERIES B. "General and Refunding Mortgage Bonds, 1992 Series E" and
"General and Refunding Mortgage Bonds, 1993 Series B"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
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AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to
SUPPLEMENTAL it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its
INDENTURE. 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;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in consideration of
SUPPLEMENTAL the premises and of the covenants contained in the Indenture and of the sum of One Dollar
INDENTURE. ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby
covenants and agrees to and with the Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as follows:
PART I.
CREATION OF TWO HUNDRED NINETY-NINTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES E
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred
OF 1992 SERIES E. ninety-ninth 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, 1992
Series E" (elsewhere herein referred to as the "bonds of
1992 Series E"). The aggregate principal amount of bonds of
1992 Series E shall be limited to Fifty million dollars
($50,000,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
The bonds of 1992 Series E shall mature on December 15, 1999
and shall be issued as registered bonds without coupons in
minimum denominations of $500,000 and integral multiples of
$1,000 in excess thereof, and shall bear interest, payable
semi-annually on June 15 and December 15 of each year
(commencing on June 15, 1993), at the rate of 6.83%
(computed on the basis of a 360-day year having twelve
30-day months) 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 1992 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 1992
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 1992 Series E shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the June 15 or December
15 next preceding the date thereof to which interest has
been paid on bonds of 1992 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, or unless the date of authentication is
prior to June 15, 1993, in which case interest shall be
payable from the date of authentication of the bond of 1992
Series E originally evidencing the debt represented thereby.
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The bonds of 1992 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 1992 Series E). Until bonds of 1992 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 1992
Series E in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1992 Series
E, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1992 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.
Interest on any bond of 1992 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 first day
of June or December 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 1992 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 1992 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 1992 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
1992 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.
OPTIONAL SECTION 2. The bonds of 1992 Series E, together with the
REDEMPTION OF bonds of 1993 Series B, shall be redeemable, in whole only,
BONDS OF 1992 prior to stated maturity, at the election of the Company on
SERIES E. any date prior to maturity, at a redemption price equal to
the principal amount to be redeemed plus accrued interest,
if any, to the date of redemption plus the Make-Whole
Amount.
"Make-Whole Amount" means, in connection with any optional
redemption of the bonds, of 1992 Series E and 1993 Series B,
the amount (but not less than zero) equal to the excess, if
any, of
A. the sum of the Present Values (as hereinafter defined) of
(1) the principal amount being prepaid (assuming the
principal being redeemed is payable upon maturity) and (2)
the amount of interest which would have been payable on
each interest payment date on the amount of such principal
being prepaid (assuming the principal balance payable upon
maturity and interest payments are paid when due), over
B. the principal amount being prepaid.
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For purposes of this definition, "Present Value" shall be determined in accordance with
generally accepted financial practice by discounting on a semiannual basis to the date of such
prepayment at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; and
the "Treasury Yield" for such purpose shall be determined as of 10:00 A.M. New York City time on
the fifth business day prior to the date of such prepayment by reference to the yields of those
actively traded "On The Run" United States Treasury securities having a maturity equal to the
then-remaining maturity of the Bonds of 1992 Series E and 1993 Series B being prepaid, provided
that if such maturity is not equal to the maturity of an actively traded "On The Run" United
States Treasury security, such yield shall be obtained by linear interpolation (calculated to
the nearest one-twelfth of a year) imputed from the yields of those actively traded "On The Run"
United States Treasury securities having maturities closest, before and after, to such remaining
maturity as reported by the Telerate Access Service page 8003, or the equivalent pages provided
by Telerate Systems Incorporated (or if such data for any reason ceases to be available through
such Telerate Access Service, any publicly available source of similar market data). For
purposes hereof, "On The Run" United Treasury securities refers to those United States Treasury
securities of the appropriate maturity which are most recently auctioned prior to the fifth
business day preceding the date of prepayment. The Make-Whole Amount shall be determined by the
Company. The Company shall promptly furnish the holders of the bonds of 1992 Series E with its
calculation of the Make-Whole Amount. A holder of the bonds of 1992 Series E shall promptly
advise the Trustee if it disputes the Company's calculation of the Make-Whole Amount; and in
such event, the Trustee shall conclusively determine the appropriate Make-Whole Amount in
accordance with the terms hereof.
The bonds of 1992 Series E shall be redeemable as aforesaid, except as otherwise provided
herein, and as specified in Article IV of the Indenture upon giving notice of such redemption by
first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but
not more than ninety (90) days, prior to the date fixed for redemption to the registered holders
of bonds of 1992 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 1992 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 1992 Series E
so called for redemption from and after the date fixed for redemption if payment sufficient to
redeem the bonds of 1992 Series E designated for redemption has been duly provided for.
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 are available for payment to
the holders of the bonds of 1992 Series E so to be redeemed) sufficient to redeem bonds of 1992
Series E in whole, on the date fixed for redemption, then all obligations of the Company in
respect of such bonds so to be redeemed and interest due or to become due thereon shall cease
and be discharged and the holders of such bonds of 1992 Series E 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 and interest.
The bonds of 1992 Series E shall not be entitled to or subject to any sinking fund.
DIRECT The Company may, subject to any provision of the Indenture which requires presentment of a bond
PAYMENTS. upon the payment of the principal amount thereof in whole enter into a written agreement with
any person who is or is to become the original holder, or an institutional investor holding at
least $500,000 aggregate principal amount, of any of the bonds of 1992 Series E providing for
the making of all payments on account of such bonds of 1992 Series E prior to final maturity
directly to or for the account of such holder in the manner specified in or pursuant to such
agreement, if there shall be filed with the Trustee an original or conformed copy of such
agreement.
10
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EXCHANGE AND At the option of the registered holder, any bonds of 1992 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 1992
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 1992 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
1992 Series E during any period of ten (10) days next preceding any interest payment
date for such bonds.
The Trustee agrees that an indemnity agreement in favor of the Company and the Trustee
of any original holder of a bond of 1992 Series E, or of any institutional investor
holding at least $500,000 unpaid principal amount of outstanding bonds of 1992 Series
E, shall constitute sufficient indemnity (and security shall not be required) for the
purposes of Section 13 of Article II of the Indenture in any case of destruction, loss,
theft or mutilation of any such bonds of 1992 Series E.
Bonds of 1992 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.
Notwithstanding the foregoing provisions in this Section 2, the Company shall not be
required to make any transfers or exchanges of bonds of 1992 Series E for a period of
fifteen (15) days next preceding any mailing of notice of redemption, and the Company
shall not be required to make transfers or exchanges of the principal amount (or any
portion thereof) of any bonds of 1992 Series E so called or designated for redemption.
CONSENT. SECTION 3. The holders of the bonds of 1992 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 per cent
(85%) in principal amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
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FORM OF SECTION 4. The bonds of 1992 Series E and the form of Trustee's Certificate to be endorsed on
BONDS OF such bonds shall be substantially in the following forms, respectively:
1992 SERIES E.
[FORM OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1992 Series E, 6.83% due December 15, 1999
$ ________ No. ________
Unless and until this Bond is exchanged in whole or in part for certified Bonds registered in
the names of the various beneficial holders hereof as then certified to the Trustee by The
Depository Trust Company or its successor (the "Depositary"), this Bond may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of the Depositary to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any amount payable thereunder is made payable to Cede & Co.
or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
This Bond may be exchanged for certificated Bonds registered in the names of the various
beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the issuer within 90 days,
or (b) the issuer, the Trustee and the Depositary consent to such exchange.
THE DETROIT EDISON COMPANY (herein called the "Company" or the "issuer"), 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
fifteenth day of December, 1999, and to pay interest thereon at the rate specified in the title
hereof, at such office or agency, in like lawful money, from the date hereof, and after the
first interest payment on bonds of this Series has been made or otherwise provided for, from the
most recent date to which such interest has been paid, semi-annually on the fifteenth day of
June and December in each year (commencing on June 15, 1993), to the person in whose name this
bond is registered at the close of business on the first day of the preceding June or December
(subject to certain exceptions provided in the Indenture hereinafter mentioned), until the
Company's obligation with respect to payment of said principal shall have been discharged, all
as provided, to the extent and in the manner specified in such Indenture hereinafter mentioned
on the reverse hereof and in the supplemental indenture pursuant to which this bond has been
issued.
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.
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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, 1992 Series E
(elsewhere herein referred to as the "bonds of 1992 Series
E"), limited to an aggregate principal amount of
$50,000,000, except as otherwise provided in the Indenture
hereinafter mentioned. This bond and all other bonds of said
series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking,
amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter
mentioned, may afford additional security for the bonds of
any particular series and except as provided in Section 3 of
Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers
Trust Company, a corporation of the State of New York, as
Trustee, to which Indenture and all indentures supplemental
thereto (including the Supplemental Indenture dated as of
November 30, 1992) 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
November 30, 1992, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at
different rates and may otherwise vary as in said Indenture
provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of
any indenture supplemental thereto, may be modified or
altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in 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 this bond of 1992 Series E hereby consents
that the Company may, but shall not be obligated to, fix a
record date for the purpose of determining the holders of
bonds of this series entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver
or to revoke any consent previously given, whether or not
such persons continue to be holders after such record date.
No such consent shall be valid or effective for more than 90
days after such record date.
The holders of the bonds of 1992 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 per cent (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 November 30, 1992,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
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This bond is redeemable prior to stated maturity, but only
as part of the redemption, in whole, of all bonds of 1992
Series E and 1993 Series B, at the election of the Company
on any date prior to maturity, at a redemption price equal
to the principal amount to be redeemed plus accrued
interest, if any, to the date of redemption plus the
Make-Whole Amount.
"Make-Whole Amount" means, in connection with any optional
redemption of the bonds, of 1992 Series E and 1993 Series B,
the amount (but not less than zero) equal to the excess, if
any, of
A. the sum of the Present Values (as hereinafter defined) of
(1) the principal amount being prepaid (assuming the
principal being redeemed is payable upon maturity) and (2)
the amount of interest which would have been payable on
each interest payment date on the amount of such principal
being prepaid (assuming the principal balance payable upon
maturity and interest payments are paid when due), over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall be
determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of
such prepayment at a discount rate equal to the sum of the
applicable Treasury Yield plus 0.50%; and the "Treasury
Yield" for such purpose shall be determined as of 10:00 A.M.
New York City time on the fifth business day prior to the
date of such prepayment by reference to the yields of those
actively traded "On The Run" United States Treasury
securities having a maturity equal to the then-remaining
maturity of the Bonds of 1992 Series E and 1993 Series B
being prepaid, provided that if such maturity is not equal
to the maturity of an actively traded "On The Run" United
States Treasury security, such yield shall be obtained by
linear interpolation (calculated to the nearest one-twelfth
of a year) imputed from the yields of those actively traded
"On The Run" United States Treasury securities having
maturities closest, before and after, to such remaining
maturity as reported by the Telerate Access Service page
8003, or the equivalent pages provided by Telerate Systems
Incorporated (or if such data for any reason ceases to be
available through such Telerate Access Service, any publicly
available source of similar market data). For purposes
hereof, "On The Run" United Treasury securities refers to
those United States Treasury securities of the appropriate
maturity which are most recently auctioned prior to the
fifth business day preceding the date of prepayment. The
Make-Whole Amount shall be determined by the Company. The
Company shall promptly furnish the holder of this bond of
1992 Series E with its calculation of the Make-Whole Amount.
The holder of this bond of 1992 Series E shall promptly
advise the Trustee if it disputes the Company's calculation
of the Make-Whole Amount, and in such event, the Trustee
shall conclusively determine the appropriate Make-Whole
Amount in accordance with the terms hereof.
This bond is redeemable as aforesaid, except as otherwise
provided herein, and as specified in Article IV of the
Indenture upon giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company
at least thirty (30) days, but not more than ninety (90)
days, prior to the date fixed for redemption to the
registered holders of bonds of 1992 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 1992 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 1992 Series E so called for
redemption from and after the date fixed for redemption if
payment sufficient to redeem the bonds of 1992 Series E
designated for redemption has been duly provided for.
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If the giving of the notice of redemption shall have been completed, or if provision
satisfactory to the Trustee for the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds (which shall have become available
for payment to the holders of the bonds of 1992 Series E so to be redeemed) sufficient to redeem
bonds of 1992 Series E in whole, on the date fixed for redemption, then all obligations of the
Company in respect of such bonds so to be redeemed and interest due or to become due thereon
shall cease and be discharged and the holders of such bonds of 1992 Series E 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 and interest.
Under the Indenture, funds may be deposited with the Trustee (which are available for payment),
in advance of the redemption date of any of the bonds of 1992 Series E, in trust for the
redemption of such bonds and the interest due or to become due thereon to the redemption date,
and thereupon all obligations of the Company in respect of such bonds 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.
The bonds of 1992 Series E, including this bond, shall not be entitled or subject to a sinking
fund.
In case an event of default, as defined in the Indenture, shall occur, the principal of all the
bonds issued thereunder may become or be declared due and payable, in the manner, with the
effect and subject to the conditions, provided in the Indenture.
This bond is transferable by the registered holder hereof, in person or by his attorney duly
authorized in writing, on the books of the Company kept at its office or agency in the Borough
of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and,
thereupon, a new registered bond or bonds of the same series of authorized denominations for a
like aggregate principal amount will be issued to the transferee or transferees in exchange
herefor, and this bond with others of like form may in like manner be exchanged for one or more
new registered bonds of the same series of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of, or the interest on, this bond, or
for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any
indenture supplemental thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise
howsoever; all such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released by every holder or owner hereof, as more
fully provided in the Indenture.
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.
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Dated: THE DETROIT EDISON COMPANY
By_________________________
Chairman of the Board
_________________________
Executive Vice President and
[SEAL] Chief Financial Officer
Attest:
-----------------------------------------------
Secretary
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[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
------------------------------------------------------------
(please insert social security or other identifying number
of assignee)
------------------------------------------------------------
------------------------------------------------------------
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does
hereby irrevocably constitute and appoint
------------------------------------------------------------
------------------------------------------------------------
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
------------------------------------------------
Notice: The signature to this assignment must correspond
with the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
PART II.
CREATION OF THREE HUNDRETH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1993 SERIES B
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundreth
OF 1993 SERIES B. 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, 1993 Series B"
(elsewhere herein referred to as the "bonds of 1993 Series
B"). The aggregate principal amount of bonds of 1993 Series
B shall be limited to Fifty million dollars ($50,000,000),
except as provided in Sections 7 and 13 of Article II of the
Original Indenture with respect to exchanges and
replacements of bonds.
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The bonds of 1993 Series B shall mature on December 15,
1999 and shall be issued as registered bonds without coupons
in minimum denominations of $500,000 and integral multiples
of $1,000 in excess thereof, and shall bear interest,
payable semi-annually on June 15 and December 15 of each
year (commencing on June 15, 1993), at the rate of 6.83%
(computed on the basis of a 360-day year having twelve
30-day months) 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 1993 Series B
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 1993
Series B, 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 1993 Series B shall be dated the date of
its authentication and interest shall be payable on the
principal represented thereby from the June 15 or December
15 next preceding the date thereof to which interest has
been paid on bonds of 1993 Series B, unless the bond is
authenticated on a date to which interest has been paid, in
which case interest shall be payable from the date of
authentication, or unless the date of authentication is
prior to June 15, 1993, in which case interest shall be
payable from the date of authentication of the bond of 1993
Series B originally evidencing the debt represented thereby.
The bonds of 1993 Series B 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 1993 Series B). Until bonds of 1993 Series B 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 1993
Series B in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
B, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series B, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
Interest on any bond of 1993 Series B 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 first day
of June or December 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 1993 Series B, 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 1993 Series B 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 1993 Series B 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
1993 Series B 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.
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OPTIONAL SECTION 2. The bonds of 1993 Series B, together with the
REDEMPTION OF bonds of 1992 Series E, shall be redeemable, in whole only,
BONDS OF 1993 prior to stated maturity, at the election of the Company on
SERIES B. any date prior to maturity, at a redemption price equal to
the principal amount to be redeemed plus accrued interest,
if any, to the date of redemption plus the Make-Whole
Amount.
"Make-Whole Amount" means, in connection with any
optional redemption of the bonds, of 1992 Series E and 1993
Series B, the amount (but not less than zero) equal to the
excess, if any, of
A. the sum of the Present Values (as hereinafter
defined) of (1) the principal amount being prepaid
(assuming the principal being redeemed is payable
upon maturity) and (2) the amount of interest which
would have been payable on each interest payment
date on the amount of such principal being prepaid
(assuming the principal balance payable upon
maturity and interest payments are paid when due),
over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall be
determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of
such prepayment at a discount rate equal to the sum of the
applicable Treasury Yield plus 0.50%; and the "Treasury
Yield" for such purpose shall be determined as of 10:00 A.M.
New York City time on the fifth business day prior to the
date of such prepayment by reference to the yields of those
actively traded "On The Run" United States Treasury
securities having a maturity equal to the then-remaining
maturity of the Bonds of 1992 Series E and 1993 Series B
being prepaid, provided that if such maturity is not equal
to the maturity of an actively traded "On The Run" United
States Treasury security, such yield shall be obtained by
linear interpolation (calculated to the nearest one-twelfth
of a year) imputed from the yields of those actively traded
"On The Run" United States Treasury securities having
maturities closest, before and after, to such maturity as
reported by the Telerate Access Service page 8003, or the
equivalent pages provided by Telerate Systems Incorporated
(or if such data for any reason ceases to be available
through such Telerate Access Service, any publicly available
source of similar market data). For purposes hereof, "On The
Run" United Treasury securities refers to those United
States Treasury securities of the appropriate maturity which
are most recently auctioned prior to the fifth business day
preceding the date of prepayment. The Make-Whole Amount
shall be determined by the Company. The Company shall
promptly furnish the holders of the bonds of 1993 Series B
with its calculation of the Make-Whole Amount. A holder of
the bonds of 1993 Series B shall promptly advise the Trustee
if it disputes the Company's calculation of the Make-Whole
Amount; and in such event, the Trustee shall conclusively
determine the appropriate Make-Whole Amount in accordance
with the terms hereof.
The bonds of 1993 Series B shall be redeemable as
aforesaid and except as otherwise provided herein, and as
specified in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by
or on behalf of the Company at least thirty (30) days, but
not more than ninety (90) days, prior to the date fixed for
redemption to the registered holders of bonds of 1993 Series
B 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
1993 Series B 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 1993
Series B so called for redemption from and after the date
fixed for redemption if payment sufficient to redeem the
bonds of 1993 Series B designated for redemption has been
duly provided for.
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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 are available for payment to the holders of the
bonds of 1993 Series B so to be redeemed) sufficient to
redeem bonds of 1993 Series B in whole, on the date fixed
for redemption, then all obligations of the Company in
respect of such bonds so to be redeemed and interest due or
to become due thereon shall cease and be discharged and the
holders of such bonds of 1993 Series B 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 and interest.
The bonds of 1993 Series B shall not be entitled to or
subject to any sinking fund.
DIRECT The Company may, subject to any provision of the
PAYMENTS. Indenture which requires presentment of a bond upon the
payment of the principal amount thereof in whole, enter into
a written agreement with any person who is or is to become
the original holder, or an institutional investor holding at
least $500,000 aggregate principal amount, of any of the
bonds of 1993 Series B providing for the making of all
payments on account of such bonds of 1993 Series B prior to
final maturity directly to or for the account of such holder
in the manner specified in or pursuant to such agreement, if
there shall be filed with the Trustee an original or
conformed copy of such agreement.
EXCHANGE AND At the option of the registered holder, any bonds of
TRANSFER. 1993 Series B, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so
required by the Company or by the Trustee) in form approved
by the Company duly executed by the holder or by its duly
authorized attorney, shall be exchangeable for a like
aggregate principal amount of bonds of 1993 Series B of
other authorized denominations, upon the terms and
conditions specified herein and in Section 7 of Article II
of the Indenture. Bonds of 1993 Series B 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 1993 Series B during any period of ten
(10) days next preceding any interest payment date for such
bonds.
The Trustee agrees that an indemnity agreement in favor
of the Company and the Trustee of any original holder of a
bond of 1993 Series B, or of any institutional investor
holding at least $500,000 unpaid principal amount of
outstanding bonds of 1993 Series B, shall constitute
sufficient indemnity (and security shall not be required)
for the purposes of Section 13 of Article II of the
Indenture in any case of destruction, loss, theft or
mutilation of any such bonds of 1993 Series B.
Bonds of 1993 Series B, 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.
Notwithstanding the foregoing provisions in this Section
2, the Company shall not be required to make any transfers
or exchanges of bonds of 1993 Series B for a period of
fifteen (15) days next preceding any mailing of notice of
redemption, and the Company shall not be required to make
transfers or exchanges of the principal amount (or any
portion thereof) of any bonds of 1993 Series B so called or
designated for redemption.
20
18
CONSENT. SECTION 3. The holders of the bonds of 1993 Series B, by
their acceptance of and holding thereof, consent and agree
that bonds of any series may be issued which mature on a
date or dates later than October 1, 2024 and also consent to
the deletion from the first paragraph of Section 5 of
Article II of the Indenture of the phrase "but in no event
later than October 1, 2024". Such holders further agree that
(a) such consent shall, for all purposes of Article XV of
the Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in this Section 3, 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 4. The bonds of 1993 Series B and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES B. substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1993 Series B, 6.83% due December 15, 1999
$ ________ 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 fifteenth day of December, 1999,
and to pay interest thereon at the rate specified in the
title hereof, at such office or agency, in like lawful
money, from the date hereof, and after the first interest
payment on bonds of this Series has been made or otherwise
provided for, from the most recent date to which such
interest has been paid, semi-annually on the fifteenth day
of June and December in each year (commencing on June 15,
1993), to the person in whose name this bond is registered
at the close of business on the first day of the preceding
June or December (subject to certain exceptions provided in
the Indenture hereinafter mentioned), until the Company's
obligation with respect to payment of said principal shall
have been discharged, all as provided, to the extent and in
the manner specified in such Indenture hereinafter mentioned
on the reverse hereof and in the supplemental indenture
pursuant to which this bond has been issued.
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.
21
19
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.
Dated: THE DETROIT EDISON COMPANY
By
-----------------------------
Chairman of the Board
-----------------------------
Executive Vice President and
[SEAL] Chief Financial Officer
Attest:
-----------------------------------------------
Secretary
22
20
[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, 1993 Series B
(elsewhere herein referred to as the "bonds of 1993 Series
B"), limited to an aggregate principal amount of
$50,000,000, except as otherwise provided in the Indenture
hereinafter mentioned. This bond and all other bonds of said
series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking,
amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter
mentioned, may afford additional security for the bonds of
any particular series and except as provided in Section 3 of
Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers
Trust Company, a corporation of the State of New York, as
Trustee, to which Indenture and all indentures supplemental
thereto (including the Supplemental Indenture dated as of
November 30, 1992) 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
November 30, 1992, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at
different rates and may otherwise vary as in said Indenture
provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of
any indenture supplemental thereto, may be modified or
altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in 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 1993 Series B, by their
acceptance of and holding thereof, consent and agree that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consent to the
deletion from the first paragraph of Section 5 of Article II
of the Indenture of the phrase "but in no event later than
October 1, 2024,". Such holders further agree that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I
of the Supplemental Indenture dated as of November 30, 1992,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
This bond is redeemable prior to stated maturity, but only
as part of the redemption, in whole, of all bonds of 1992
Series E and 1993 Series B at the election of the Company on
any date prior to maturity, at a redemption price equal to
the principal amount to be redeemed, plus accrued interest,
if any, to the date of redemption, plus the Make-Whole
Amount.
23
21
"Make-Whole Amount" means, in connection with any optional
redemption of the bonds, of 1992 Series E and 1993 Series B,
the amount (but not less than zero) equal to the excess, if
any, of
A. the sum of the Present Values (as hereinafter defined) of
(1) the principal amount being prepaid (assuming the
principal being redeemed is payable upon maturity) and (2)
the amount of interest which would have been payable on
each interest payment date on the amount of such principal
being prepaid (assuming the principal balance payable upon
maturity and interest payments are paid when due), over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall be
determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of
such prepayment at a discount rate equal to the sum of the
applicable Treasury Yield plus 0.50%; and the "Treasury
Yield" for such purpose shall be determined as of 10:00 A.M.
New York City time on the fifth business day prior to the
date of such prepayment by reference to the yields of those
actively traded "On The Run" United States Treasury
securities having a maturity equal to the then-remaining
maturity of the Bonds of 1992 Series E and 1993 Series B
being prepaid, provided that if such maturity is not equal
to the maturity of an actively traded "On The Run" United
States Treasury security, such yield shall be obtained by
linear interpolation (calculated to the nearest one-twelfth
of a year) imputed from the yields of those actively traded
"On The Run" United States Treasury securities having
maturities closest, before and after, to such remaining
maturity as reported by the Telerate Access Service page
8003, or the equivalent pages provided by Telerate Systems
Incorporated (or if such data for any reason ceases to be
available through such Telerate Access Service, any publicly
available source of similar market data). For purposes
hereof, "On The Run" United Treasury securities refers to
those United States Treasury securities of the appropriate
maturity which are most recently auctioned prior to the
fifth business day preceding the date of prepayment. The
Make-Whole Amount shall be determined by the Company. The
Company shall promptly furnish the holder of this bond of
1993 Series B with its calculation of the Make-Whole Amount.
The holder of this bond of 1993 Series B shall promptly
advise the Trustee if it disputes the Company's calculation
of the Make-Whole Amount, and in such event, the Trustee
shall conclusively determine the appropriate Make-Whole
Amount in accordance with the terms hereof.
This bond is redeemable as aforesaid, except as otherwise
provided herein, and as specified in Article IV of the
Indenture upon giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company
at least thirty (30) days, but not more than ninety (90)
days, prior to the date fixed for redemption to the
registered holders of bonds of 1993 Series B 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 1993 Series B 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 1993 Series B so called for
redemption from and after the date fixed for redemption if
payment sufficient to redeem the bonds of 1993 Series B
designated for redemption has been duly provided for.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall have become available for payment to the
holders of the bonds of 1993 Series B so to be redeemed)
sufficient to redeem bonds of 1993 Series B in whole, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds so to be redeemed and
interest due or to become due thereon shall cease and be
discharged and the holders of such bonds of 1993 Series B
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 and interest.
24
22
Under the Indenture, funds may be deposited with the Trustee
(which are available for payment), in advance of the
redemption date of any of the bonds of 1993 Series B, in
trust for the redemption of such bonds and the interest due
or to become due thereon to the redemption date, and
thereupon all obligations of the Company in respect of such
bonds 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.
The bonds of 1993 Series B, including this bond, shall not
be entitled or subject to a sinking fund.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued
thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions,
provided in the Indenture.
This bond is transferable by the registered holder hereof,
in person or by his attorney duly authorized in writing, on
the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and, thereupon, a
new registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in
exchange herefor, and this bond with others of like form may
in like manner be exchanged for one or more new registered
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal
of, or the interest on, this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, 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
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
25
23
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947
Additional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provisions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions and
Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
26
24
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
27
25
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
28
26
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
------------------------------------------
(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.
Pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of July 15, 1992
providing for the terms of bonds to be issued thereunder of
1992 Series CP has heretofore been entered into between the
Company and the Trustee and has been filed in the Office of the
Secretary of State of Michigan as a financing statement on
August 7, 1992 (Filing No. 22675B), has been filed and recorded
in the Office of the Interstate Commerce Commission
(Recordation No. 5485-ZZZ) on July 31, 1992, 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
------ -------- --------- ----
Genessee........................... July 31, 1992 2775 40-63
Huron.............................. July 31, 1992 582 576-599
Ingham............................. August 3, 1992 1981 1131-1153
Lapeer............................. July 31, 1992 765 513-536
Lenawee............................ July 31, 1992 1213 354-377
Livingston......................... July 31, 1992 1597 0311-0334
Macomb............................. July 31, 1992 05520 957-980
Mason.............................. July 31, 1992 431 1031-1054
Monroe............................. July 31, 1992 1241 0977-1000
Oakland............................ July 31, 1992 12796 818-841
Sanilac............................ July 31, 1992 431 534-557
St. Clair.......................... August 3, 1992 1052 102-125
Tuscola............................ August 5, 1992 629 590-613
Washtenaw.......................... July 31, 1992 2658 971-994
Wayne.............................. July 30, 1992 25920 516-539
29
27
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of July 31, 1992
providing for the terms of bonds to be issued thereunder of
1992 Series D has heretofore been entered into between the
Company and the Trustee and has been filed in the Office of the
Secretary of State of Michigan as a financing statement on
August 7, 1992 (Filing No. 22676B), has been filed and recorded
in the Office of the Interstate Commerce Commission
(Recordation No. 5485-AAAA) on August 7, 1992, 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.............. August 7, 1992 2777 11-36
Huron................ August 7, 1992 583 79-104
Ingham............... August 7, 1992 1983 58-83
Lapeer............... August 7, 1992 766 245-270
Lenawee.............. August 7, 1992 1214 152-177
Livingston........... August 7, 1992 1599 0344-0369
Macomb............... August 7, 1992 05528 832-857
Mason................ August 7, 1992 419 299-324
Monroe............... August 7, 1992 1243 0188-0213
Oakland.............. August 7, 1992 12813 603-628
Sanilac.............. August 7, 1992 431 703-728
St. Clair............ August 7, 1992 1053 157-182
Tuscola.............. August 7, 1992 629 734-759
Washtenaw............ August 7, 1992 2661 474-499
Wayne................ August 7, 1992 25935 492-517
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, T, U,
FOR PAYMENT. W, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22,
HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP Nos.
1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos.
1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980
Series DP Nos. 1-11, 1981 Series AP Nos. 1-14, 1985 Series
A, 1985 Series B, PP, RR, EE, MMP, MMP No. 2, 1986 Series B,
1987 Series D, and 1987 Series E 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, June
1, 1959, December 1, 1969, July 1, 1970, December 15, 1970,
May 1, 1974, October 1, 1974, January 15, 1975, November 1,
1975, February 1, 1976, June 15, 1976, July 15, 1976,
October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977,
March 1, 1977, March 1, 1977, September 1, 1979, July 1,
1977, July 1, 1979, September 15, 1979, October 1, 1977,
June 1, 1978, October 1, 1977, July 1, 1979, January 1,
1980, August 15, 1980, November 1, 1981, May 1, 1985, May
15, 1985, June 1, 1978, October 15, 1978, December 15, 1975,
February 15, 1977, September 1, 1979, August 15, 1986 and
August 15, 1987 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.
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[TO BE UPDATED]
PART IV.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the
CONDITIONS OF same upon the terms and conditions in the Original Indenture, as amended to date and as
ACCEPTANCE OF supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and
TRUST BY TRUSTEE. upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for and in respect of the
validity or sufficiency of this Supplemental Indenture or the due execution hereof by the
Company or for or in respect of the recitals contained herein, all of which recitals are made by
the Company solely.
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no provision of this supplemental
SECTION 318(C) OF indenture or any future supplemental indenture is intended to modify, and the parties do hereby
TRUST INDENTURE adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and
ACT. supercede provisions of the Indenture in effect prior to November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS,
COUNTERPARTS. EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
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29
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS TRUST
COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES
BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE
PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS
OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ C. C. ARVANI
------------------------
C. C. Arvani
Assistant 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/ JANE E. LENART
-------------------------------
Jane E. Lenart
/s/ JANET A. SCULLEN
-------------------------------
Janet A. Scullen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ R. T. GORMAN
------------------------
R. T. Gorman
Vice President
Attest:
/s/ SHIKHA DOMBEK
-------------------------------
Shikha Dombek
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ JOHN FLORIO
-------------------------------
John Florio
/s/ KENWYN HACKSHAW
-------------------------------
Kenwyn Hackshaw
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STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 7th day of December, 1992, 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 C. C.
Arvani, to me personally known, who, being by me duly sworn,
did say that he does business at 2000 Second Avenue,
Detroit, Michigan 48226 and is the Assistant Treasurer of
THE DETROIT EDISON COMPANY, one of the corporations
described in and which executed the foregoing instrument;
that he knows the corporate seal of the said corporation and
that the seal affixed to said instrument is the corporate
seal of said corporation; and that said instrument was
signed and sealed in behalf of said corporation by authority
of its Board of Directors and that he subscribed his name
thereto by like authority; and said C. C. Arvani,
acknowledged said instrument to be the free act and deed of
said corporation.
/s/ PEARL E. KOTTER
________________________________
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 4th day of December, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY TRUSTEE. Queens, in the State of New York, personally appeared R. T.
Gorman, to me personally known, who, being by me duly sworn,
did say that his business office is located at Four Albany
Street, New York, New York 10015, and he is Vice President
of BANKERS TRUST COMPANY, one of the corporations described
in and which executed the foregoing instrument; that he
knows the corporate seal of the said corporation and that
the seal affixed to said instrument is the corporate seal of
said corporation; and that said instrument was signed and
sealed in behalf of said corporation by authority of its
Board of Directors and that he subscribed his name thereto
by like authority; and said R. T. Gorman acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
/s/ MARJORIE STANLEY
_________________________________
Marjorie Stanley
Notary Public, State of New York
No. 41-4986405
Qualified in Queens County
Certificate filed in New York County
Commission Expires Sept. 16, 1993
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31
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO C. C. Arvani, being duly sworn, says: that he is the
CONSIDERATION Assistant 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/ C. C. ARVANI
______________________
C. C. Arvani
Sworn to before me this 7th day of
December, 1992
Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq.,
2000 Second Avenue, Detroit, Michigan 48226.