Form of Supplemental Indenture (Mortgage)
for General and Refunding Mortgage Bonds,
a Series of Secured Medium-Term Notes
(including Form of Mortgage Bonds).
EXHIBIT 4.3
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANK ONE, NATIONAL ASSOCIATION
(1 Bank One Plaza
Chicago, Illinois 60670-0823)
AS TRUSTEE
------------------------
FORM OF INDENTURE
Dated as of ,
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) SECURED MEDIUM-TERM NOTES, SERIES
AND
(B) RECORDING AND FILING DATA
i
TABLE OF CONTENTS*
------------------------
<Table>
<Caption>
PAGE
---
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
Indenture to be Amended and Bonds to be Series................... 6
Further assurance.................................................. 6
Authorization of Supplemental Indenture............................ 6
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF SERIES OF BONDS
SERIES
Sec. 1. Terms of Bonds of Series .................................. 7
Sec. 2. Redemption of Bonds of Series ............................. 8
Exchange and transfer........................................ 8
Sec. 3. Consent...................................................... 9
Sec. 4. Form of Bonds of Series ................................... 10
Form of Trustee's Certificate................................ 16
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 18
Recording and filing of Supplemental Indentures...................... 18
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
Acknowledgement of execution by Company.............................. 23
Acknowledgement of execution by Trustee.............................. 24
Affidavit as to consideration and good faith......................... 25
</Table>
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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.
1
<Table>
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the day of , in the year
, between THE DETROIT EDISON
COMPANY, a corporation organized and existing under the laws of the State
of Michigan and a public utility (hereinafter called the "Company"), party
of the first part, and Bank One, National Association, a trust company
organized and existing under the laws of the State of Ohio, having its
corporate trust office at 1 Bank One Plaza, in the City of Chicago, the
State of Illinois, as successor 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 its Mortgage
INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"),
SUPPLEMENTALS. 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,
and 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991,
November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992,
July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992,
January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993,
March 1, 1994, June 15, 1994, August 15, 1995, December 1, 1994,
August 15, 1995, August 1, 1999, August 15, 1999 and January 1, 2000,
April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15,
2001 and September 15, 2001 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 issuable in one
BONDS UNDER or more series, and makes provision that the rates of interest and dates
INDENTURE. 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 dollars ($ ) have
ISSUED. heretofore been issued under the indenture as follows, viz:
</Table>
[UPDATE AS NECESSARY]
<Table>
(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,
</Table>
2
<Table>
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
(282) Bonds of 1990 Series A -- Principal Amount $194,649,000
(283) Bonds of 1993 Series G -- Principal Amount $225,000,000
(284) Bonds of 1993 Series K -- Principal Amount $160,000,000
(285) Bonds of 1991 Series EP -- Principal Amount $41,480,000
(286) Bonds of 1993 Series H -- Principal Amount $50,000,000
(287) Bonds of 1999 Series D -- Principal Amount $40,000,000
(288) Bonds of 1991 Series FP -- Principal Amount $98,375,000
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;
</Table>
3
(289-294) Bonds of Series KKP Nos. 10-15 in the principal
amount of One hundred seventy-nine million five hundred ninety
thousand dollars ($179,590,000), of which Ninety million four
hundred ninety thousand dollars ($90,490,000) principal amount
have heretofore been retired and eighty-nine million one
hundred thousand dollars ($89,100,000) principal amount are
outstanding at the date hereof;
(295) 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 One hundred twenty-three
million seven hundred eight thousand dollars ($123,708,000)
principal amount have heretofore been retired and One hundred
thirty-three million two hundred twenty-four thousand dollars
($133,224,000) principal amount are outstanding at the date
hereof;
(296) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Forty-four million four hundred
forty-seven thousand dollars ($44,447,000) principal amount
have heretofore been retired and Forty-one million twenty-eight
thousand dollars ($41,028,000) principal amount are outstanding
at the date hereof;
(297) 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;
(298) 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;
(299) 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;
(300) 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;
(301) 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;
(302) 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;
(303) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
sixty-six million four hundred ninety-five thousand dollars
($166,495,000) principal amount have heretofore been retired
and
4
One hundred thirty-three million five hundred five thousand
($133,505,000) principal amount are outstanding at the date
hereof;
(304) 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;
(305) 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;
(306) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred fifty-five million eight hundred fifty thousand
dollars ($155,850,000) principal amount have heretofore been
retired and Sixty-nine million one hundred fifty-thousand
dollars ($69,150,000) principal amount are outstanding at the
date hereof;
(307) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Two hundred
fifty-eight million one hundred twenty-five thousand dollars
($258,125,000) principal amount have heretofore been retired
and One hundred forty-one million eight hundred seventy-five
thousand dollars ($141,875,000) principal amount are
outstanding at the date hereof;
(308) 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;
(309) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
ninety-seven million three hundred ninety-five thousand dollars
($197,395,000) principal amount have heretofore been retired
and One hundred two million six hundred five thousand dollars
($102,605,000) principal amount are outstanding at the date
hereof;
(310) 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;
(311) 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;
(312) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars ($7,535,000),
all of which are outstanding at the date hereof;
(313) Bonds of 1994 Series BP in the principal amount of Twelve
million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date hereof;
(314) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), of which One hundred
million dollars ($100,000,000) principal amount have heretofore
been retired and One hundred million dollars ($100,000,000)
principal amount are outstanding at the date hereof;
(315) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date hereof;
(316) Bonds of 1995 Series AP in the principal amount of
Ninety-seven million dollars ($97,000,000), all of which are
outstanding at the date hereof;
5
(317) Bonds of 1995 Series BP in the principal amount of
Twenty-two million, one hundred seventy-five thousand dollars
($22,175,000), all of which are outstanding at the date hereof;
(318) Bonds of 1999 Series AP in the principal amount of One
hundred eighteen million three hundred sixty thousand dollars
($118,360,000), all of which are outstanding at the date
hereof;
(319) Bonds of 1999 Series BP in the principal amount of
Thirty-nine million seven hundred forty-five thousand dollars
($39,745,000), all of which are outstanding of the date hereof;
(320) Bonds of 1999 Series CP 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;
(320) Bonds of 1999 Series D in the principal amount of Forty
million dollars ($40,000,000), all of which are outstanding at
the date hereof;
(321) Bonds of 2000 Series A in the principal amount of Two
Hundred Twenty million dollars ($220,000,000) of which One
hundred twenty-three million eight hundred ninety-five thousand
dollars ($123,895,000) principal amount have heretofore been
retried and Seventy-six million one hundred five thousand
dollars ($76,105,000) principal amount are outstanding at the
date hereof;
(322) Bonds of 2000 Series B in the principal amount of Fifty
million seven hundred forty-five thousand dollars
($50,745,000), all of which are outstanding at the date hereof;
and
(323) Bonds of 2001 Series AP in the principal amount of
Thirty-one million ($31,000,000), all of which are outstanding
at the date hereof;
(324) Bonds of 2001 Series BP in the principal amount of
Eighty-two million three hundred fifty thousand ($82,350,000),
all of which are outstanding at the date hereof;
(325) Bonds of 2001 Series CP in the principal amount of One
hundred thirty-nine million eight hundred fifty-five thousand
dollars ($139,855,000), all of which are outstanding at the
date hereof;
(326) Bonds of 2001 Series D in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(327) Bonds of 2001 Series E in the principal amount of Five
hundred million dollars ($500,000,000), all of which are
outstanding at the date hereof; and
accordingly, the Company has issued and has presently
outstanding ___________ aggregate principal amount of its
General and Refunding Mortgage Bonds (the "Bonds") at the date
hereof; and
REASON FOR WHEREAS, the Company desires to issue and sell a new series
CREATION OF of bonds to be issued under the Indenture in the aggregate
NEW SERIES. principal amount of up to million dollars ($ )
to be authenticated and delivered pursuant to Section of
Article of the Indenture; and
6
<Table>
INDENTURE TO BE WHEREAS, the Company desires by this Supplemental Indenture to agree
AMENDED AND with the Trustee to amend the Indenture and to create such new series of
BONDS TO BE bonds, to be designated "Secured Medium-Term Notes, Series "; and
SERIES .
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE. 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 OF WHEREAS, the Company in the exercise of the powers and authority
SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of
INDENTURE. 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 FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained
INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustee and its
successors in the trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
</Table>
7
PART I.
CREATION OF
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
SERIES
<Table>
TERMS OF BONDS SECTION 1. The Company hereby creates the series of General and
OF SERIES. Refunding Mortgage Bonds to be issued under and secured by the
Original Indenture as amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be distinguished from the
bonds of all other series, by the title "Secured Medium-Term Notes,
Series " (elsewhere herein referred to as the
"bonds of Series "). The aggregate principal amount of
bonds of Series , which shall be issued from time to
time, shall be limited to million dollars
($ ), 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 Series shall be issued as registered bonds without
coupons in denominations of $1,000 and any multiple thereof. Each bond of
1994 Series shall mature on such date not less than two years from date
of issue, shall bear interest at such rate or rates and have such other
terms and provisions not inconsistent with the Indenture as may be set
forth in a Certificate filed by the Company with the Trustee referring to
this Supplemental Indenture; interest on bonds of Series shall be
payable semi-annually on interest payment dates specified by the Company
and at maturity; 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
Series 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 Series , 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 Series shall be dated the date of its authentication.
The bonds of Series 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 1994
Series ). Until bonds of Series in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver in lieu thereof, bonds of 1994
Series in temporary form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of Series , if any, may be printed and
may be issued in authorized denominations in substantially the form of
definitive bonds of Series .
Interest on any bond of Series 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 specified by the Company. If the Issue Date
of the bonds of Series of a designated interest rate and maturity is
after the record date, such bonds shall bear interest from the Issue Date
but payment of interest shall commence on the second interest payment date
succeeding the Issue Date. "Issue Date" with respect to bonds of
Series of a designated interest rate and maturity shall mean the date of
first authentication of bonds of such designated interest rate and
maturity. 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
Series , 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
</Table>
8
<Table>
Series 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 Series
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 Series not less than ten (10)
days preceding such subsequent record date, which subsequent record
date shall be at least five (5) days prior to the payment date of
such defaulted interest.
REDEMPTION OF SECTION 2. The bonds of Series may be redeemable prior to stated
BONDS OF 20 maturity in the manner set forth in a Certificate filed by the Company
SERIES . with the Trustee.
The bonds of Series may 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 1994 Series 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 1994 Series
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 Series (or any portion thereof) so called for
redemption from and after the date fixed for redemption if payment
sufficient to redeem the bonds of Series (or such portion) designated
for redemption has been duly provided for. Bonds of 1994 Series redeemed
in part only shall be in amounts of $1,000 or any multiple thereof.
If the giving of the notice of redemption shall have been completed,
or if provision satisfactory to the Trustee for the giving of such notice
shall have been made, and if the Company shall have deposited with the
Trustee in trust funds (which shall have become available for payment to
the holders of the bonds of Series so to be redeemed) sufficient to
redeem bonds of 1994 Series in whole or in part, on the date fixed for
redemption, then all obligations of the Company in respect of such bonds
(or portions thereof) so to be redeemed and interest due or to become due
thereon shall cease and be discharged and the holders of such bonds of
Series (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on
their part under the Indenture or in respect of such bonds (or portions
thereof) and interest.
The bonds of Series may be entitled to or subject to any sinking
fund specified in a Certificate filed by the Company with the Trustee.
EXCHANGE AND At the option of the registered holder, any bonds of Series ,
TRANSFER. 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 Series
subject to the same terms and conditions of other authorized
denominations, upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. Bonds of Series 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 Series during any period of ten
(10) days next preceding any interest payment date for such bonds.
Bonds of Series , 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.
</Table>
9
<Table>
CONSENT. SECTION 3. The holders of bonds of the Series consent that the
Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of bonds of 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.
</Table>
10
<Table>
FORM OF SECTION 4. The bonds of Series and the form of Trustee's
BONDS OF Certificate to be endorsed on such bonds shall be substantially in the
SERIES . following forms, respectively:
[FORM OF BOND]
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
Series
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.
[If applicable, the "Amount of OID", the "Original Issue Date", the
"Yield to Maturity", and the "Short Accrual Period OID" (computed under
the Approximate Method) will be set forth below. The calculation of the
amount of OID upon (a) optional redemption or (b) declaration of
acceleration is discussed herein.]
</Table>
11
<Table>
R- $ CUSIP No.
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY
ISSUE DATE: DATE: OF MODIFIED
PAYMENT UPON
MATURITY DATE: INITIAL REDEMPTION ACCELERATION:
PERCENTAGE:
INTEREST RATE: If yes, state Issue
[AMOUNT OF OID PER Price:
INTEREST PAYMENT DATES: $1,000 OF PRINCIPAL:]
APPLICABILITY OF ANNUAL
INTEREST PAYMENT PERIOD: REDEMPTION PERCENTAGE
RECORD DATES: INCREASE:
APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE If yes, state each
OPTIONAL REPAYMENT REDUCTION: redemption date and
DATE(S): redemption price:
If yes, state Annual
Percentage Reduction: SHORT ACCRUAL PERIOD
OID:
YIELD TO MATURITY:
SINKING FUND PROVISIONS:
AMORTIZATION SCHEDULE:
</Table>
12
THE DETROIT EDISON COMPANY (hereinafter called the "Company"),
a corporation of the State of Michigan, for value received, hereby
promises to pay to Cede & Co. or registered assigns, at its office or
agency in the Borough of Manhattan, The City and State of New York,
the principal sum specified above in lawful money of the United States
of America on the Maturity Date specified above, and to pay interest
thereon at the rate specified above, at such office or agency, in like
lawful money, from the Issue Date specified above if the date of this
bond is prior to the first interest payment date, otherwise from the
most recent date to which interest has been paid, semi-annually on the
Interest Payment Dates specified above in each year, to the person in
whose name this bond is registered at the close of business on the
applicable Record Date specified above (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. If the date of this bond (if other than the Issue Date) is
after a Record Date (as specified above) with respect to any Interest
Payment Date and on or prior to such Interest Payment Date, then
interest shall be payable only from such Interest Payment Date. If the
Issue Date is after such Record Date, then interest shall be payable
from the Issue Date and payment of interest shall commence on the
second Interest Payment Date succeeding the Issue Date. If the Company
shall default in the payment of interest due on any Interest Payment
Date, then interest shall be payable from the next preceding Interest
Payment Date to which interest has been paid, or, if no interest has
been paid, from the Issue Date.
This bond shall not be valid or become obligatory for any
purpose until Bank One, National Association, the Trustee
under the Indenture hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of certificate
endorsed hereon.
13
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 Secured Medium-Term Notes, Series
(elsewhere herein referred to as the "bonds of Series
"), limited to an aggregate principal amount of , 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
Bank One, National Association, a trust company of the
State of Ohio, as successor Trustee, to which Indenture and
all indentures supplemental thereto (including the Supplemental
Indenture dated as of , ) 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
, ), 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 Series 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.
This bond is subject to the redemption provisions specified
above.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of Series (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.
This bond is entitled to or subject to the sinking fund
provisions specified above.
14
This bond will be subject to repayment at the option of the
holder hereof on the Optional Repayment Date(s), if any, indicated on
the face hereof. If no Optional Repayment Dates are set forth on the
face hereof, this bond shall not be so repaid at the option of the
holder hereof prior to maturity. On any Optional Repayment Date, this
bond shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of the
holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the
date of repayment. For this bond to be repaid in whole or in part at
the option of the holder hereof, this bond must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the
Trustee at its corporate trust office at 14 Wall Street, New York,
New York, or such address which the Company shall from time to time
notify the holders of the bond, not more than 60 nor less than 30 days
prior to an Optional Repayment Date. Exercise of such repayment option
by the Holder hereof shall be irrevocable. If specified above that
this bond is subject to (i) "Annual Redemption Percentage Reduction"
or (ii) "Annual Redemption Percentage Increase", then this bond may be
redeemed in whole or in part at the option of the Company on or after
the Initial Redemption Date specified on the face hereof on the terms
set forth above, together with interest accrued and unpaid hereon to
the date of redemption (except as provided below). If this bond is
subject to "Annual Redemption Percentage Reduction", the Initial
Redemption Percentage indicated on the face hereof will be reduced on
each anniversary of the Initial Redemption Date specified above by the
Annual Percentage Reduction specified on the face hereof until the
redemption price of this bond is 100% of the principal amount hereof.
If this bond is subject to "Annual Redemption Percentage Increase",
the amount of original issue discount allocable to such short accrual
period is the Amortized Amount. "Amortized Amount" means the original
issue discount amortized from the Original Issue Date to the date of
redemption or declaration, as the case may be, which amortization
shall be calculated using the "constant yield method" (computed in
accordance with the rules under the Internal Revenue Code of 1986, as
amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be).
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.
If specified above that this bond is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as discussed in the preceding
paragraph, the amount of principal due and payable with respect to
this bond shall be limited to the sum of the Issue Price specified
above plus the Amortized Amount, (ii) for the purpose of any vote of
securityholders taken pursuant to the Indenture prior to the
acceleration of payment of this bond, the principal amount hereof
shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this bond were
declared to be due and payable on the date of any such vote and (iii)
for the purpose of any vote of securityholders taken pursuant to the
Indenture following the acceleration of payment of this bond, the
principal amount hereof shall equal the amount of principal due and
payable with respect to this bond, calculated as set forth in clause
(i) above.
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.
15
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 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
Secretary or an Assistant Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By
-----------------------
Chairman of the Board
-----------------------
[SEAL] Vice President and Treasurer
Attest:
-----------------------------------------------
Corporate Secretary
16
<Table>
<Caption>
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein, described
TRUSTEE'S in the within-mentioned Indenture.
CERTIFICATE.
</Table>
BANK ONE, NATIONAL ASSOCIATION
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.
17
<Table>
<Caption>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this bond (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with
interest to the applicable Optional Repayment Date, to the undersigned, at
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 14 Wall Street, New
York, New York, or at such other place or places of which the Company
shall from time to time notify the holder of this bond, not more than 60
nor less than 30 days prior to an Optional Repayment Date, if any, shown
on the face of this bond, this bond with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which
the holder elects to have repaid and specify the denomination or
denominations (which shall not be less than the minimum authorized
denomination of this bond and shall be an integral multiple of $1,000 of
the bond to be issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond will be
issued for the portion not being repaid).
$
-------------------------
Date
----------------------
Notice: The signature on this Option to Elect Repayment must correspond
with the name as written upon the face of this bond in every particular,
without alteration or enlargement or any change whatever.
</Table>
18
<Table>
<Caption>
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. 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 Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. 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:
</Table>
<Table>
<Caption>
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 Addi- September 1, 1947
tional 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 Provi-
sions
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
</Table>
19
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
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 December 15, 1975
Bonds and Subject
Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977
Bonds, 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 July 1, 1977
and Subject Properties
July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978
Bonds 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
</Table>
20
<Table>
<Caption>
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 September 1, 1979
Bonds, 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 August 1, 1981
Bonds, 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. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983...................... 1981 Series AP Nos. October 1, 1984
15-16 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 April 1, 1986
and Subject Properties
</Table>
21
<Table>
<Caption>
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 February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series 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 March 15, 1992
1989 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 September 15, 1993
Amendment of Article
II, Section 5
May 31, 1993...................... 1993 Series J September 15, 1993
September 15, 1993................ 1993 Series K March 1, 1994
March 1, 1994..................... 1994 Series AP June 15, 1994
June 15, 1994..................... 1994 Series BP December 1, 1994
August 15, 1994................... 1994 Series C December 1, 1994
December 1, 1994.................. Series KKP No. 15 and August 1, 1995
1994 Series DP
August 1, 1995.................... 1995 Series A Bond August 1, 1999
1995 Series DP
March 15, 2001.................... 2001 Series AP [ ]
[Update as Necessary]
------------------------------------------
(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.
</Table>
22
<Table>
RECORDING OF All the bonds of Series A which were issued under the Original
CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H,
OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos.
FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981
Series AP Nos. 1-16, 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, November 15,
1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, February 1, 1976, June 15, 1976, July 15, 1976, October
1, 1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March
1, 1977, September 1, 1979, July 1, 1977, July 1, 1979, September 15,
1979, October 1, 1977, June 1, 1978, October 1, 1977, July 1, 1979,
January 1, 1980, August 15, 1980, November 1, 1981, 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 provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. 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 provision of
SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is
TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the
ACT. provisions of Section 318(c) of the Trust Indenture Act which amend and
supersede provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY
COUNTERPARTS. 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.
</Table>
23
<Table>
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND FIRST CHICAGO TRUST
COMPANY OF NEW YORK 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.
</Table>
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
-------------------------
Name:
Title:
EXECUTION. Attest:
---------------------------------
Name:
Title:
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
---------------------------------
Name
---------------------------------
Name
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
<Table>
ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary
OF EXECUTION Public within and for the County of Wayne, in the State of Michigan,
BY COMPANY. personally appeared , 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 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
, acknowledged said instrument to be the free act and deed of said
corporation.
</Table>
-----------------------------------
(Notarial Seal) Notary Public
Wayne County, MI
My Commission Expires
24
BANK ONE, NATIONAL
ASSOCIATION
(Corporate Seal) By
----------------------
Name:
Title:
Attest:
------------------------------
Name:
Title:
Signed, sealed and delivered by
BANK ONE, NATIONAL ASSOCIATION,
in the presence of
------------------------------
Name:
------------------------------
Name:
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
<Table>
ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary
OF EXECUTION Public within and for the County of Kings, in the State of New York,
BY TRUSTEE. personally appeared , to me personally known, who, being by me duly
sworn, did say that his business office is located at 1 Bank One Plaza,
Chicago, Illinois, 60670-0823, and he is of Bank One, National
Association, 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 acknowledged said instrument to be the
free act and deed of said corporation.
</Table>
(Notarial Seal) ----------------------------------
Notary Public, State of
No.
Qualified in
Commission Expires
25
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
<Table>
AFFIDAVIT AS TO , being duly sworn, says: that he is the
CONSIDERATION of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing
AND GOOD FAITH. 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.
</Table>
---------------------------
Name
Sworn to before me this day of
,
------------------------------------
, Notary Public
Wayne County, MI
My Commission Expires
(Notarial Seal)
This instrument was drafted by