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EXHIBIT 4-217
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
------------------------
INDENTURE
Dated as of September 15, 1993
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) 1993 SERIES K
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1993 Series K................................. 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF THREE HUNDRED TWELFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1993 SERIES K
Sec. 1. Certain terms of Bonds of 1993 Series K............. 6
Sec. 2. Redemption of Bonds of 1993 Series K................ 7
Sec. 3.Redemption of Bonds of 1993 Series K in event of
acceleration
of Secured Notes 1993B.............................. 8
Sec. 4. Form of Bonds of 1993 Series K...................... 8
Form of Trustee's Certificate....................... 13
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 22
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 22
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 22
Execution in Counterparts................................... 22
Testimonium................................................. 23
Execution................................................... 23
Acknowledgment of execution by Company...................... 23
Acknowledgment of execution by Trustee...................... 24
Affidavit as to consideration and good faith................ 25
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
September, in the year one thousand nine hundred and
ninety-three, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the
State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS
TRUST COMPANY, a corporation organized and existing under
the laws of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November
30, 1992, December 15, 1992, January 1, 1993, March 1, 1993,
March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993,
June 30, 1993 and June 30, 1993 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 Seven billion nine
ISSUED. hundred eighteen million one hundred seven thousand dollars
($7,918,107,000) 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,
(161-178) Bonds of Series QQP Nos. 1-18 -- Principal Amount $13,215,000,
(179-193) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(194) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(195-219) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(220-230) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(231-244) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000,
(245) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(246) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(247) Bonds of Series PP -- Principal Amount $70,000,000,
(248) Bonds of Series RR -- Principal Amount $70,000,000,
(249) Bonds of Series EE -- Principal Amount $50,000,000,
(250-251) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(252) Bonds of Series T -- Principal Amount $75,000,000,
(253) Bonds of Series U -- Principal Amount $75,000,000,
(254) Bonds of 1986 Series B -- Principal Amount
$100,000,000,
(255) Bonds of 1987 Series D -- Principal Amount
$250,000,000,
(256) Bonds of 1987 Series E -- Principal Amount
$150,000,000,
(257) Bonds of 1987 Series C -- Principal Amount
$225,000,000,
(258) Bonds of Series V -- Principal Amount
$100,000,000,
(259) Bonds of Series SS -- Principal Amount
$150,000,000,
(260) Bonds of 1980 Series B -- Principal Amount
$100,000,000,
(261) Bonds of 1986 Series C -- Principal Amount
$200,000,000,
(262) Bonds of 1986 Series A -- Principal Amount
$200,000,000,
(263) Bonds of 1987 Series B -- Principal Amount
$175,000,000,
(264) Bonds of Series X -- Principal Amount
$100,000,000,
(265) Bonds of 1987 Series F -- Principal Amount
$200,000,000,
(266) Bonds of 1987 Series A -- Principal Amount
$300,000,000,
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;
(267) 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;
(268) 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;
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(269) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(270) 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;
(271-276) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred
ninety thousand dollars ($193,290,000), all of which are
outstanding at the date hereof;
(277) Bonds of Series QQP No. 19 in the principal amount of
Four hundred thirty-five thousand dollars ($435,000), all of
which are outstanding at the date hereof;
(278-279) 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;
(280) 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;
(281) 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;
(282) 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;
(283) Bonds of 1989 Series BP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date
hereof;
(284) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Twenty-five million one
hundred sixteen thousand dollars ($25,116,000) principal
amount have heretofore been retired and One hundred
sixty-nine million five hundred thirty-three thousand
dollars ($169,533,000) principal amount are outstanding at
the date hereof;
(285) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which Thirty-eight million
sixty-four thousand dollars ($38,064,000) principal amount
have heretofore been retired and Two hundred eighteen
million eight hundred sixty-eight thousand dollars
($218,868,000) principal amount are outstanding at the date
hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Thirteen million six hundred
seventy-six thousand dollars ($13,676,000) principal amount
have heretofore been retired and Seventy-one million seven
hundred ninety-nine thousand dollars ($71,799,000) principal
amount are outstanding at the date hereof;
(287) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(288) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
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(292) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(293) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(295) 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;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which
are outstanding at the date hereof;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), all of which are
outstanding at the date hereof;
(302) Bonds of 1993 Series D in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(303) Bonds of 1993 Series FP in the principal amount of
Five million six hundred eighty-five thousand dollars
($5,685,000), all of which are outstanding at the date
hereof;
(304) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(305) Bonds of 1993 Series J in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof;
(306) Bonds of 1993 Series IP in the principal amount of
Five million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date
hereof;
(307) Bonds of 1993 Series AP in the principal amount of
Sixty-five million dollars ($65,000,000), all of which are
outstanding at the date hereof;
(308) Bond of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding
as of the date hereof;
and, accordingly, of the bonds so issued, Three billion
seven hundred eight million six hundred sixty-five thousand
dollars ($3,708,665,000) principal amount are outstanding at
the date hereof; and
REASON FOR WHEREAS, the Company intends to issue and sell a series of
CREATION OF its debt securities entitled "Remarketed Secured Notes 1993
NEW SERIES. Series B Due 2033" (hereinafter referred to as "Secured
Notes, 1993B"); and
WHEREAS, the Secured Notes, 1993B, will be issued pursuant
to a Collateral Trust Indenture, dated as of June 30, 1993,
as amended, and as further amended by a Second Supplemental
Indenture, dated as of September 15, 1993, between the
Company and Bankers Trust Company, as Note Trustee (the
Collateral Trust Indenture, as amended, and as further
amended by the Second Supplemental Indenture being
hereinafter referred to as the "Note Indenture"); and
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WHEREAS, pursuant to the Note Indenture the Company has
agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its
obligations under the Note Indenture and with respect to the
Secured Notes, 1993B; and
WHEREAS, for such purposes the Company desires to issue a
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
1993 SERIES K. Indenture to create a new series of bonds, to be designated
"General and Refunding Mortgage Bonds, 1993 Series K"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. of the covenants contained in the Indenture and of the sum
of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees
to and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
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PART I.
CREATION OF THREE HUNDRED TWELFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1993 SERIES K
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred
OF BONDS OF twelfth series of bonds to be issued under and secured by
1993 SERIES K. 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 K" (elsewhere herein referred to as the "bonds of
1993 Series K"). The aggregate principal amount of bonds of
1993 Series K shall be limited to One hundred sixty million
dollars ($160,000,000), except as provided in Sections 7 and
13 of Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
Each bond of 1993 Series K is to be irrevocably assigned
to, and registered in the name of, Bankers Trust Company, as
trustee, or a successor trustee (said trustee or any
successor trustee being hereinafter referred to as the "Note
Indenture Trustee"), under the Note Indenture between the
Note Indenture Trustee and the Company, to secure payment of
the Company's Secured Notes, 1993B.
The bonds of 1993 Series K shall be issued as registered
bonds without coupons in denominations of a multiple of
$100,000. The bonds of 1993 Series K shall be issued in the
aggregate principal amount of $160,000,000, shall mature on
August 15, 2033 and shall bear interest at a maximum rate of
15% per annum (unless such maximum rate shall be increased
by resolution of the Company's Board of Directors and set
forth in an additional Supplemental Indenture between the
Company and the Trustee) or such lesser amount as shall be
provided for in the Note Indenture on such date or dates
provided for in the Note Indenture and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided in the
Indenture.
The bonds of 1993 Series K shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture, but only to the extent and in the manner herein
provided. The bonds of 1993 Series K shall be payable, both
as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The City and State of
New York, in any coin or currency of the United States of
America which at the time of payment is legal tender for
public and private debts.
Except as provided herein, each bond of 1993 Series K
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby as
provided in the Note Indenture.
The bonds of 1993 Series K in definitive form shall be, at
the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 1993 Series K). Until bonds of 1993 Series K 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 K in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
K, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series K, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
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Bonds of 1993 Series K shall not be assignable or
transferable except as may be set forth under Section 405 of
the Note Indenture, or, subject to compliance with
applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Note Indenture. Any such transfer shall be
made upon surrender thereof for cancellation at the office
or agency of the Company in the Borough of Manhattan, The
City and State of New York, together with a written
instrument of transfer (if so required by the Company or by
the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney. Bonds of
1993 Series K shall in the same manner be exchangeable for a
like aggregate principal amount of bonds of 1993 Series K
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives
its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1993 Series
K, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1993 Series K, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto
or as may be specified in the Note Indenture.
Upon payment of the principal or premium, if any, or
interest on the Secured Notes, 1993B, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture, bonds of
1993 Series K in a principal amount equal to the principal
amount of such Secured Notes, 1993B, shall, to the extent of
such payment of principal, premium or interest, be deemed
fully paid and the obligation of the Company thereunder to
make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1993 Series K shall be redeemed on the
OF BONDS OF respective dates and in the respective principal amounts
1993 SERIES K. which correspond to the redemption dates for, and the
principal amounts to be redeemed of, the Secured Notes,
1993B.
In the event the Company elects to redeem any Secured Notes,
1993B prior to maturity in accordance with the provisions of
the Note Indenture, the Company shall on the same date
redeem bonds of 1993 Series K in principal amounts and at
redemption prices corresponding to the Secured Notes, 1993B
so redeemed. The Company agrees to give the Trustee notice
of any such redemption of bonds of 1993 Series K on the same
date as it gives notice of redemption of Secured Notes,
1993B to the Note Indenture Trustee.
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REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF 1993 SERIES Note Indenture and the acceleration of all Secured Notes,
K IN EVENT OF 1993B, the bonds of 1993 Series K shall be redeemable in
ACCELERATION whole upon receipt by the Trustee of a written demand
OF SECURED NOTES, (hereinafter called a "Redemption Demand") from the Note
1993B. Indenture Trustee stating that there has occurred under the
Note Indenture both an Event of Default and a declaration of
acceleration of payment of principal, accrued interest and
premium, if any, on the Secured Notes, 1993B, specifying the
last date to which interest on the Secured Notes, 1993B has
been paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding redemption of
the bonds of said series. The Trustee shall, within five
days after receiving such Redemption Demand, mail a copy
thereof to the Company marked to indicate the date of its
receipt by the Trustee. Promptly upon receipt by the Company
of such copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series so
demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as the Demand
Redemption Date shall be mailed by the Company to the
Trustee at least ten days prior to such Demand Redemption
Date. The date to be fixed by the Company as and for the
Demand Redemption Date may be any date up to and including
the earlier of (x) the 60th day after receipt by the Trustee
of the Redemption Demand or (y) the maturity date of such
bonds first occurring following the 20th day after the
receipt by the Trustee of the Redemption Demand; provided,
however, that if the Trustee shall not have received such
notice fixing the Demand Redemption Date on or before the
10th day preceding the earlier of such dates, the Demand
Redemption Date shall be deemed to be the earlier of such
dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the
"Demand Redemption Notice") to the Note Indenture Trustee
not more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 1993 Series K shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Note Indenture Trustee to the
Trustee at a redemption price equal to the principal amount
thereof plus accrued interest thereon at the rate specified
for such bond from the Initial Interest Accrual Date to the
Demand Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand Redemption
Date on all Secured Notes, 1993B; provided, however, that in
the event of a receipt by the Trustee of a notice that,
pursuant to Section 613 of the Note Indenture, the Note
Indenture Trustee has terminated proceedings to enforce any
right under the Note Indenture, then any Redemption Demand
shall thereby be rescinded by the Note Indenture Trustee,
and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Redemption Demand and such Redemption Demand shall be of
no force or effect, unless it is executed in the name of the
Note Indenture Trustee by its President or one of its Vice
Presidents.
FORM OF BONDS SECTION 4. The bonds of 1993 Series K and the form of
OF 1993 SERIES K. Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
11
9
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1993 SERIES K, DUE AUGUST 15, 2033
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Collateral Trust Indenture, dated as of June 30, 1993,
as amended, and as further amended as of September 15, 1993,
between The Detroit Edison Company and Bankers Trust
Company, as Note Trustee, or, subject to compliance with
applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Bankers Trust
Company, as Note Trustee, or registered assigns, at the
Company's office or agency in the Borough of Manhattan, The
City and State of New York, the principal sum of
dollars ($ ) in lawful money of the United States
of America on the date specified in the title hereof and
interest thereon on such date or dates provided for in a
Collateral Trust Indenture, dated as of June 30, 1993, as
amended and as further amended as of September 15, 1993
(hereinafter called the "Note Trust Indenture"), between the
Company and Bankers Trust Company, as Note Trustee
(hereinafter called the "Note Indenture Trustee"). This bond
of 1993 Series K shall bear interest at a maximum rate of
15% per annum (unless such maximum rate shall be increased
by resolution of the Company's Board of Directors and set
forth in an additional Supplemental Indenture between the
Company and the Trustee) or such lessor amount as shall be
provided in the Note Trust Indenture on such date or dates
provided for in the Note Trust Indenture and thereafter
until the Company's obligation with respect to payment of
said principal shall have been discharged, all as provided,
to the extent and in the manner specified in the Indenture
hereinafter mentioned on the reverse hereof and in the
supplemental indenture pursuant to which this bond has been
issued.
This bond was originally issued to the Note Indenture
Trustee so as to secure the payment of the Company's
Remarketed Secured Notes, 1993 Series B (hereinafter
referred to as "Secured Notes, 1993B"). Payments of
principal of, or premium, if any, or interest on, the
Secured Notes, 1993B shall constitute like payments on this
bond as further provided herein and in the supplemental
indenture pursuant to which this bond has been issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
12
10
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Chairman of the Board
and its Vice President and Treasurer, with their manual or
facsimile signatures, and its corporate seal, or a facsimile
thereof, to be impressed or imprinted hereon and the same to
be attested by its Corporate Secretary or an Assistant
Corporate Secretary with his or her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Vice President
Attest: and Treasurer
............................
Corporate Secretary
13
11
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1993 Series K, limited to
an aggregate principal amount of $160,000,000, 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 September 15, 1993)
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 September 15, 1993, are
hereinafter collectively called the "Indenture"). As
provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the
consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the
Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain
respects by affirmative vote of at least eighty-five percent
(85%) in amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed
to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds
so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest
therein as specified in the Indenture); provided, however,
that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect
the terms of payment of the principal of or the interest on
this bond, which in those respects is unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Note Indenture Trustee following the
occurrence of an Event of Default under the Note Trust
Indenture and the acceleration of the principal of the
Secured Notes, 1993B.
Under the Indenture, funds may be deposited with the
Trustee (which shall have become available for payment), in
advance of the redemption date of any of the bonds of 1993
Series K (or portions thereof), in trust for the redemption
of such bonds (or portions thereof) and the interest due or
to become due thereon, and thereupon all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be discharged,
and the holders thereof shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or with
respect to such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued
thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions
provided in the Indenture.
14
12
Upon payment of the principal of, or premium, if any, or
interest on, the Secured Notes, 1993B, whether at maturity
or prior to maturity by redemption or otherwise or upon
provision for the payment thereof having been made in
accordance with Article IV of the Note Trust Indenture,
bonds of 1993 Series K in a principal amount equal to the
principal amount of such Secured Notes, 1993B and having
both a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable except as set
forth under Section 405 of the Note Trust Indenture, or,
subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the Note
Trust Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly
authorized in writing, on the books of the Company kept at
its office or agency in the Borough of Manhattan, The City
and State of New York, upon surrender and cancellation of
this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate
principal amount will be issued to the transferee in
exchange therefor, and this bond with others in like form
may in like manner be exchanged for one or more new bonds of
the same series of other authorized denominations, but of
the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture,
and upon payment, in any event, of the charges prescribed in
the Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
15
13
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein, described in the
TRUSTEE'S within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
16
14
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947
Additional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provisions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions and
Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
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
17
15
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976..................... Series GGP Nos. 1-7 Bonds July 15, 1976
and Subject Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977..................... Series IIP Nos. 1-7 Bonds, June 15, 1977
Series JJP Nos. 1-7 Bonds,
Series KKP Nos. 1-7 Bonds
and Series LLP Nos. 1-7
Bonds
June 15, 1977..................... Series FFR No. 14 Bonds and July 1, 1977
Subject Properties
July 1, 1977...................... Series NNP Nos. 1-7 Bonds October 1, 1977
and Subject Properties
October 1, 1977................... Series GGP Nos. 8-22 Bonds June 1, 1978
and Series OOP Nos. 1-17
Bonds and Subject
Properties
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
18
16
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
19
17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and 1989 March 15, 1992
Series BP No. 2
January 1, 1993................... 1993 Series C April 1, 1993
March 1, 1993..................... 1993 Series E June 30, 1993
March 15, 1993.................... 1993 Series D September 15, 1993
April 1, 1993..................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and Amendment September 15, 1993
of Article II, Section 5
May 31, 1993...................... 1993 Series J September 15, 1993
------------------------------------------
(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.
20
18
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as March
15, 1993 providing for the terms of bonds to be issued
thereunder of 1993 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 March 29, 1993 (Filing No. 29269B),
has been filed and recorded in the Office of the Interstate
Commerce Commission (Recordation No. 5485-FFFF) on March 29,
1993, 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...................... March 29, 1993 2858 534-558
Huron........................ March 29, 1993 596 326-350
Ingham....................... March 29, 1993 2044 880-904
Lapeer....................... March 29, 1993 795 722-746
Lenawee...................... March 29, 1993 1246 95-119
Livingston................... March 29, 1993 1673 0443-0467
Macomb....................... March 29, 1993 05791 917-941
Mason........................ March 29, 1993 426 940-964
Monroe....................... March 29, 1993 1287 0804-0828
Oakland...................... March 29, 1993 13436 012-036
Sanilac...................... March 29, 1993 439 508-532
St. Clair.................... March 29, 1993 1094 584-608
Tuscola...................... March 29, 1993 638 908-932
Washtenaw.................... March 29, 1993 2766 470-494
Wayne........................ March 29, 1993 26424 265-289
21
19
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as of
April 1, 1993 providing for the terms of bonds to be issued
thereunder of 1993 Series FP and 1993 Series IP 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 April 12, 1993
(Filing No. 29769B), has been filed and recorded in the
Office of the Interstate Commerce Commission (Recordation
No. 5485-GGGG) on April 12, 1993, 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...................... April 12, 1993 2863 517-548
Huron........................ April 12, 1993 597 232-263
Ingham....................... April 12, 1993 2048 436-467
Lapeer....................... April 12, 1993 797 291-322
Lenawee...................... April 12, 1993 1248 64-95
Livingston................... April 12, 1993 1678 0119-0150
Macomb....................... April 12, 1993 05806 436-467
Mason........................ April 12, 1993 427 390-421
Monroe....................... April 12, 1993 1291 0065-0096
Oakland...................... April 12, 1993 13476 876-907
Sanilac...................... April 12, 1993 440 73-104
St. Clair.................... April 12, 1993 1096 625-656
Tuscola...................... April 12, 1993 639 243-274
Washtenaw.................... April 12, 1993 2772 427-458
Wayne........................ April 12, 1993 26451 921-952
22
20
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as of
April 26, 1993 providing for the terms of bonds to be issued
thereunder of 1993 Series G 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 April 27, 1993 (Filing No. 30378B),
has been filed and recorded in the Office of the Interstate
Commerce Commission (Recordation No. 5485-HHHH) on April 27,
1993, 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...................... April 27, 1993 2869 575-601
Huron........................ April 27, 1993 598 331-357
Ingham....................... April 27, 1993 2052 1066-1092
Lapeer....................... April 27, 1993 799 306-332
Lenawee...................... April 27, 1993 1250 408-434
Livingston................... April 27, 1993 1683 0087-0113
Macomb....................... April 27, 1993 05826 540-566
Mason........................ April 27, 1993 427 853-879
Monroe....................... April 27, 1993 1293 0929-0955
Oakland...................... April 27, 1993 13520 508-534
Sanilac...................... April 27, 1993 440 655-681
St. Clair.................... April 27, 1993 1099 772-798
Tuscola...................... April 27, 1993 639 1311-1337
Washtenaw.................... April 27, 1993 2779 79-105
Wayne........................ April 27, 1993 26482 899-925
23
21
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as of May
31, 1993 providing for the terms of bonds to be issued
thereunder of 1993 Series J has heretofore been entered into
between the Company and the Trustee and has been filed in
the Office of the Secretary of State of Michigan as a
financing statement on June 3, 1993 (Filing No. 31923B), has
been filed and recorded in the Office of the Interstate
Commerce Commission (Recordation No. 5485-IIII) on June 3,
1993, 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...................... June 3, 1993 2885 401-427
Huron........................ June 3, 1993 602 281-307
Ingham....................... June 3, 1993 2065 226-252
Lapeer....................... June 3, 1993 804 837-863
Lenawee...................... June 3, 1993 1256 587-613
Livingston................... June 3, 1993 1696 0340-0366
Macomb....................... June 3, 1993 05876 207-233
Mason........................ June 3, 1993 429 223-249
Monroe....................... June 3, 1993 1302 0873-0899
Oakland...................... June 3, 1993 13638 357-383
Sanilac...................... June 3, 1993 442 217-243
St. Clair.................... June 3, 1993 1106 575-601
Tuscola...................... June 3, 1993 641 1240-1266
Washtenaw.................... June 3, 1993 2797 131-157
Wayne........................ June 3, 1993 26558 793-819
24
22
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of
OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, W,
FOR PAYMENT. 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. 1-12, 1985 Series A, 1985
Series B, 1987 Series A, PP, RR, EE, MMP and MMP No. 2 which
were issued under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1,
1931, October 1, 1932, September 25, 1935, September 1,
1936, December 1, 1940, September 1, 1947, November 15,
1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15,
1955, August 15, 1957, December 15, 1970, 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, January
31, 1987, June 1, 1978, October 15, 1978, December 15, 1975,
February 15, 1977, and September 1, 1979 have matured or
have been called for redemption and funds sufficient for
such payment or redemption have been irrevocably deposited
with the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the offices of
the respective Registers of Deeds of certain counties in the
State of Michigan, with respect to all bonds of Series A, B,
C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2,
FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP
No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
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23
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/ RONALD J. GDOWSKI
--------------------------------
Ronald J. Gdowski
Assistant Corporate Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the
presence of
/s/ JACK L. SOMERS
--------------------------------
Jack L. Somers
--------------------------------
/s/ CATHY M. LEWIS
Cathy M. Lewis
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 30th day of September, 1993, 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/ JUDITH THUN
---------------------------------------
(Notarial Seal) Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
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24
BANKERS TRUST COMPANY,
(Corporate Seal) 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/ SCOTT THIEL
------------------------------------
Scott Thiel
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 22nd day of September, 1993, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY TRUSTEE. Kings, 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/ CAROL ALLEN
------------------------------------
Carol Allen
Notary Public, State of New York
No. 24-4920187
Qualified in Kings County
Commission Expires 2-16-94
27
25
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 30th day of
September, 1993
/s/ Judith Thun
-----------------------------------
Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
48226