EXHIBIT 4-232
INDENTURE
DATED AS OF DECEMBER 1, 2002
---------------
THE DETROIT EDISON COMPANY
(2000 2ND AVENUE,
DETROIT, MICHIGAN 48226)
TO
BANK ONE, NATIONAL ASSOCIATION
(153 W. 51st Street
NEW YORK, NEW YORK 10019)
AS TRUSTEE
---------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2002 SERIES C
AND GENERAL AND REFUNDING MORTGAGE BONDS,
2002 SERIES D
AND
(B) RECORDING AND FILING DATA.
TABLE OF CONTENTS*
PAGE
----
PARTIES.................................................................................. 1
RECITALS................................................................................. 1
Original Indenture and Supplementals................................................. 1
Issue of Bonds Under Indenture....................................................... 2
Bonds Heretofore Issued.............................................................. 2
Reason for Creation of New Series.................................................... 12
Bonds to be 2002 Series C and 2002 Series D.......................................... 12
Further Assurance.................................................................... 12
Authorization of Supplemental Indenture.............................................. 13
Consideration for Supplemental Indenture............................................. 13
PART I. CREATION OF THREE HUNDRED THIRTY-THIRD SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES C...................................... 13
Sec. 1. Terms of Bonds of 2002 Series C............................................ 13
Release.................................................................... 13
Sec. 2. Redemption of Bonds of 2002 Series C....................................... 13
Sec. 3. Redemption of Bonds of 2002 Series C in event of acceleration of Notes..... 13
Sec. 4. Form of Bonds of 2002 Series C............................................. 13
Form of Trustee's Certificate.............................................. 13
PART II. CREATION OF THREE HUNDRED THIRTY-FOURTH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES D...................................... 13
Sec. 1. Terms of Bonds of 2002 Series D............................................ 13
Release.................................................................... 13
Sec. 2. Redemption of Bonds of 2002 Series D....................................... 13
Sec. 3. Redemption of Bonds of 2002 Series D in event of acceleration of Notes..... 13
Sec. 4. Form of Bonds of 2002 Series D............................................. 13
Form of Trustee's Certificate.............................................. 13
PART III. RECORDING AND FILING DATA...................................................... 13
Recording and Filing of Original Indenture........................................... 13
Recording and Filing of Supplemental Indentures...................................... 13
Recording of Certificates of Provision for Payment................................... 13
PART IV. THE TRUSTEE..................................................................... 13
Terms and Conditions of Acceptance of Trust by Trustee............................... 13
PART V. MISCELLANEOUS.................................................................... 13
Confirmation of Section 318(c) of Trust Indenture Act................................ 13
Execution in Counterparts............................................................ 13
Testimonium.......................................................................... 13
Execution............................................................................ 13
Acknowledgment of Execution by Company............................................... 13
Acknowledgment of Execution by Trustee............................................... 13
Affidavit as to Consideration and Good Faith......................................... 13
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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.
2
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 1st day
of December, in the year 2002, 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 United States, having i a corporate trust
office at 153 W. 51st Street in the Borough of
Manhattan, The City and State of New York, as
successor Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called
the "Trustee"), party of the second part.
ORIGINAL INDENTURE WHEREAS, the Company has heretofore executed
AND SUPPLEMENTALS. and delivered its Mortgage and Deed of Trust
(hereinafter referred to as 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, June 30, 1993, September 15,
1993, March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 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, September 15,
2001, September 17, 2002 and October 15, 2002
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
3
ISSUE OF BONDS WHEREAS, the Indenture provides that said bonds
UNDER INDENTURE. shall be issuable in one or more series, and
makes provision that the 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 ISSUED. WHEREAS, bonds in the principal amount of Ten
billion three hundred eighty-six million three
hundred seventy-two thousand dollars
($10,386,372,000) have heretofore been issued
under the indenture as follows, viz:
(1) Bonds of -- Principal Amount
Series A $26,016,000,
(2) Bonds of -- Principal Amount
Series B $23,000,000,
(3) Bonds of -- Principal Amount
Series C $20,000,000,
(4) Bonds of -- Principal Amount
Series D $50,000,000,
(5) Bonds of -- Principal Amount
Series E $15,000,000,
(6) Bonds of -- Principal Amount
Series F $49,000,000,
(7) Bonds of -- Principal Amount
Series G $35,000,000,
(8) Bonds of -- Principal Amount
Series H $50,000,000,
(9) Bonds of -- Principal Amount
Series I $60,000,000,
(10) Bonds of -- Principal Amount
Series J $35,000,000,
(11) Bonds of -- Principal Amount
Series K $40,000,000,
(12) Bonds of -- Principal Amount
Series L $24,000,000,
(13) Bonds of -- Principal Amount
Series M $40,000,000,
(14) Bonds of -- Principal Amount
Series N $40,000,000,
(15) Bonds of -- Principal Amount
Series O $60,000,000,
(16) Bonds of -- Principal Amount
Series P $70,000,000,
(17) Bonds of -- Principal Amount
Series Q $40,000,000,
(18) Bonds of -- Principal Amount
Series W $50,000,000,
(19) Bonds of -- Principal Amount
Series AA $100,000,000,
(20) Bonds of -- Principal Amount
Series BB $50,000,000,
4
(21) Bonds of -- Principal Amount
Series CC $50,000,000,
(22) Bonds of -- Principal Amount
Series UU 100,000,000,
(23-31) Bonds of -- Principal Amount
Series DDP $14,305,000,
Nos. 1-9
(32-45) Bonds of -- Principal Amount
Series FFR $45,600,000,
Nos. 1-14
(46-67) Bonds of -- Principal Amount
Series GGP $42,300,000,
Nos. 1-22
(68) Bonds of -- Principal Amount
Series HH $50,000,000,
(69-90) Bonds of -- Principal Amount
Series IIP $3,750,000,
Nos. 1-22
(91-98) Bonds of -- Principal Amount
Series JJP $6,850,000,
Nos. 1-8
(99-107) Bonds of -- Principal Amount
Series KKP $34,890,000,
Nos. 1-9
(108-122) Bonds of -- Principal Amount
Series LLP $8,850,000,
Nos. 1-15
(123-143) Bonds of -- Principal Amount
Series NNP $47,950,000,
Nos. 1-21
(144-161) Bonds of -- Principal Amount
Series OOP $18,880,000,
Nos. 1-18
(162-180) Bonds of -- Principal Amount
Series QQP $13,650,000,
Nos. 1-19
(181-195) Bonds of -- Principal Amount
Series TTP $3,800,000,
Nos. 1-15
(196) Bonds of 1980 -- Principal Amount
Series A $50,000,000,
(197-221) Bonds of 1980 -- Principal Amount
Series CP $35,000,000,
Nos. 1-25
(222-232) Bonds of 1980 -- Principal Amount
Series DP $10,750,000,
Nos. 1-11
(233-248) Bonds of 1981 -- Principal Amount
Series AP 124,000,000,
Nos. 1-16
(249) Bonds of 1985 -- Principal Amount
Series A $35,000,000,
(250) Bonds of 1985 -- Principal Amount
Series B $50,000,000,
(251) Bonds of -- Principal Amount
Series PP $70,000,000,
5
(252) Bonds of -- Principal Amount
Series RR $70,000,000,
(253) Bonds of -- Principal Amount
Series EE $50,000,000,
(254-255) Bonds of -- Principal Amount
Series MMP and $5,430,000,
MMP No. 2
(256) Bonds of -- Principal Amount
Series T $75,000,000,
(257) Bonds of -- Principal Amount
Series U $75,000,000,
(258) Bonds of 1986 -- Principal Amount
Series B 100,000,000,
(259) Bonds of 1987 -- Principal Amount
Series D 250,000,000,
(260) Bonds of 1987 -- Principal Amount
Series E 150,000,000,
(261) Bonds of 1987 -- Principal Amount
Series C 225,000,000,
(262) Bonds of -- Principal Amount
Series V 100,000,000,
(263) Bonds of -- Principal Amount
Series SS 150,000,000,
(264) Bonds of 1980 -- Principal Amount
Series B 100,000,000,
(265) Bonds of 1986 -- Principal Amount
Series C 200,000,000,
(266) Bonds of 1986 -- Principal Amount
Series A 200,000,000,
(267) Bonds of 1987 -- Principal Amount
Series B 175,000,000,
(268) Bonds of -- Principal Amount
Series X 100,000,000,
(269) Bonds of 1987 -- Principal Amount
Series F 200,000,000,
(270) Bonds of 1987 -- Principal Amount
Series A 300,000,000,
(271) Bonds of -- Principal Amount
Series Y $60,000,000,
(272) Bonds of -- Principal Amount
Series Z 100,000,000,
(273) Bonds of 1989 -- Principal Amount
Series A 300,000,000,
(274) Bonds of 1984 -- Principal Amount
Series AP $2,400,000,
(275) Bonds of 1984 -- Principal Amount
Series BP 7,750,000,000,
(276) Bonds of -- Principal Amount
Series R 100,000,000,
(277) Bonds of -- Principal Amount
Series S 150,000,000,
(278) Bonds of 1993 -- Principal Amount
Series D 100,000,000,
(279) Bonds of 1992 -- Principal Amount
Series E $50,000,000,
6
(280) Bonds of 1993 -- Principal Amount
Series B $50,000,000,
(281) Bonds of 1989 -- Principal Amount
Series BP $66,565,000,
(282) Bonds of 1990 -- Principal Amount
Series A $194,649,000
(283) Bonds of 1993 -- Principal Amount
Series G $225,000,000
(284) Bonds of 1993 -- Principal Amount
Series K $160,000,000
(285) Bonds of 1991 -- Principal Amount
Series EP $41,480,000
(286) Bonds of 1993 -- Principal Amount
Series H $50,000,000
(287) Bonds of 1999 -- Principal Amount
Series D $40,000,000
(288) Bonds of 1991 -- Principal Amount
Series FP $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;
(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 and 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;
7
(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 Two hundred eighty
million forty-five thousand dollars
($280,045,000) principal amount have heretofore
been retired and Nineteen million nine hundred
fifty-five thousand dollars ($19,955,000)
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;
8
(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 and 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), all of which 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;
(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; and
9
(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 retired 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;
(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; and
(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
(328) Bonds of 2002 Series A in the principal
amount of Two hundred twenty-five million
dollars ($225,000,000) all of which are
outstanding at the date hereof; and
(329) Bonds of 2002 Series B in the principal
amount of Two hundred twenty-five million
dollars ($225,000,000) all of which are
outstanding at the date hereof; and
accordingly, the Company has issued and has
presently outstanding Two billion nine hundred
seventy-eight million one hundred seventy-seven
thousand dollars ($2,978,177,000) aggregate
principal amount of its General and Refunding
Mortgage Bonds (the "Bonds") at the date hereof;
and
10
REASON FOR WHEREAS, the Company intends to issue two series
CREATION OF NEW of Notes under the Note Indenture herein
SERIES. referred to, and, pursuant to the Note
Indenture, in order to secure (a) its
obligations to XL Capital Assurance Inc., an
insurance company incorporated under the laws of
the State of New York ("XLCA"), under the
Insurance Agreement dated December 5, 2002 (the
"2002C Insurance Agreement") between the Company
and XLCA relating to the financial guaranty
insurance policy issued by XLCA with respect to
the Michigan Strategic Fund Limited Obligation
Revenue and Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project),
Series 2002C (AMT) (the "2002C Bonds"), issued
under the Trust Indenture dated as of December
1, 2002 (the "2002C Bond Indenture") between
Michigan Strategic Fund and Bank One Trust
Company, National Association, as trustee, and
(b) its obligation to XLCA under the Insurance
Agreement dated December 5, 2002 (the "2002D
Insurance Agreement") between the Company and
XLCA relating to the financial guaranty
insurance policy issued by XLCA with respect to
the Michigan Strategic Fund Limited Obligation
Revenue and Refunding Revenue Bonds (The Detroit
Edison Company Exempt Facilities Project),
Series 2002D (Non-AMT) (the "2002D Bonds"),
issued under the Trust Indenture dated as of
December 1, 2002 (the "2002D Bond Indenture")
between Michigan Strategic Fund and Bank One
Trust Company, National Association, as trustee,
and the Company has agreed to issue its General
and Refunding Mortgage Bonds under the Indenture
in order further to secure its obligations with
respect to such Notes; and
BONDS TO BE 2002 WHEREAS, for such purpose the Company desires by
SERIES C AND 2002 this Supplemental Indenture to create two new
SERIES D. series of bonds, to be designated "General and
Refunding Mortgage Bonds, 2002 Series C" and
"General and Refunding Mortgage Bonds, 2002
Series D", respectively, in the aggregate
principal amount of sixty-four million three
hundred thousand dollars ($64,300,000) and
fifty-five million nine hundred seventy-five
thousand dollars ($55,975,000), respectively, to
be authenticated and delivered pursuant to
Section 8 of Article III of the Indenture; and
FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms,
includes in 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
11
AUTHORIZATION OF WHEREAS, the Company in the exercise of the
SUPPLEMENTAL powers and authority conferred upon and reserved
INDENTURE. to it under and by 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 FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That
SUPPLEMENTAL The Detroit Edison Company, in consideration of
INDENTURE. the premises and of the covenants contained in
the Indenture and of the sum of One Dollar
($1.00) and other good and valuable
consideration to it duly paid by the Trustee at
or before the ensealing and delivery of these
presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and
with the Trustee and its successors in the
trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
PART I.
CREATION OF THREE HUNDRED THIRTY-THIRD SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES C
TERMS OF BONDS OF SECTION 1. The Company hereby creates
2002 SERIES C the three hundred thirty-third series of bonds
to be issued under and secured by the Original
Indenture as amended to date and as further
amended by this Supplemental Indenture, to be
designated, and to be distinguished from the
bonds of all other series, by the title "General
and Refunding Mortgage Bonds, 2002 Series C"
(elsewhere herein referred to as the "bonds of
2002 Series C"). The aggregate principal amount
of bonds of 2002 Series C shall be limited to
sixty-four million three hundred thousand
dollars ($64,300,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and
replacements of bonds.
Subject to the release provisions set
forth below, each bond of 2002 Series C is to be
irrevocably assigned to, and registered in the
name of, Bank One Trust Company, National
Association, as trustee, or a successor trustee
(said trustee or any successor trustee being
hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture,
dated as of June 30, 1993 (the "Note
Indenture"), as supplemented, between the Note
Indenture Trustee and the Company, to secure
payment of the Company's 5.45% Senior Notes due
2032 (for purposes of this Part, the "Notes").
12
The bonds of 2002 Series C shall be
issued as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds
of 2002 Series C shall be issued in the
aggregate principal amount of $64,300,000, shall
mature on December 15, 2032 (subject to earlier
redemption or release) and shall bear interest
at the rate of 5.45% per annum, payable
semiannually in arrears on June 15 and December
15 of each year (commencing June 15, 2003),
until the principal thereof shall have become
due and payable and thereafter until the
Company's obligation with respect to the payment
of said principal shall have been discharged as
provided in the Indenture.
The bonds of 2002 Series C 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 2002 Series C 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
2002 Series C shall be dated the date of its
authentication and interest shall be payable on
the principal represented thereby from the June
15 or December 15 next preceding the date
thereof to which interest has been paid on bonds
of 2002 Series C, unless the bond is
authenticated on a date to which interest has
been paid, in which case interest shall be
payable from the date of authentication, or
unless the date of authentication is prior to
June 15, 2003, in which case interest shall be
payable from December 5, 2002.
The bonds of 2002 Series C 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 2002
Series C). Until bonds of 2002 Series C 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 2002 Series C
in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of
2002 Series C, if any, may be printed and may be
issued in authorized denominations in
substantially the form of definitive bonds of
2002 Series C, but without a recital of
redemption prices and with such omissions,
insertions and variations as may be appropriate
for temporary bonds, all as may be determined by
the Company.
13
Interest on any bond of 2002 Series C
that is payable on any interest payment date and
is punctually paid or duly provided for shall be
paid to the person in whose name that bond, or
any previous bond to the extent evidencing the
same debt as that evidenced by that bond, is
registered at the close of business on the
regular record date for such interest, which
regular record date shall be the fifteenth
calendar day (whether or not a business day)
next preceding such interest payment date. If
the Company shall default in the payment of the
interest due on any interest payment date on the
principal represented by any bond of 2002 Series
C, 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
2002 Series C 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 2002 Series C 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 2002 Series C
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.
Bonds of 2002 Series C shall not be
assignable or transferable except as may be set
forth under Section 405 of the Note Indenture or
in the supplemental indenture relating to the
Notes, 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 2002 Series C shall in the same manner be
exchangeable for a like aggregate principal
amount of bonds of 2002 Series C 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 2002 Series C during any
period of ten days next preceding any redemption
date for such bonds.
Bonds of 2002 Series C, 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.
14
Upon payment of the principal or
premium, if any, or interest on the Notes,
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 2002 Series C in a principal amount
equal to the principal amount of such Notes,
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.
In the event the Company desires to
provide for the payment of bonds of 2002 Series
C, in lieu of defeasing such bonds in accordance
with the Indenture, it shall either redeem an
equal principal amount of 2002C Bonds or take
such action as shall be required by Section 2.04
of the 2002C Bond Indenture to defease an equal
principal amount of the 2002C Bonds. Pursuant to
Section 2.03(c) of the Note Indenture, such
redemption or defeasance shall result in the
discharge of the Company's obligation with
respect to such Notes and the cancellation
thereof which, in accordance with the preceding
paragraph, shall result in the discharge of the
Company's obligation with respect to the
applicable bonds of 2002 Series C and
cancellation thereof.
Any amount payable by the Company in
respect of principal of bonds of 2002 Series C,
whether at maturity or prior to maturity by
redemption or upon acceleration or otherwise, in
a circumstance where there has not been a
corresponding payment of principal of 2002C
Bonds shall be applied simultaneously to the
redemption or defeasance of an equal principal
amount of 2002C Bonds in accordance with the
2002C Bond Indenture. In the event the amount so
paid is insufficient to provide for such
redemption or defeasance, the Company shall pay
such additional amount as shall be necessary to
make up for the deficiency.
RELEASE From and after the Release Date (as
defined in the Note Indenture), the bonds of
2002 Series C shall be deemed fully paid,
satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On
the Release Date, the bonds of 2002 Series C
shall be surrendered to and canceled by the
Trustee. The Company covenants and agrees that,
prior to the Release Date, it will not take any
action that would cause the outstanding
principal amount of the bonds of 2002 Series C
to be less than the then outstanding principal
amount of the Notes.
15
REDEMPTION OF SECTION 2. Bonds of 2002 Series C shall
BONDS OF 2002 SERIES be redeemed on the respective dates and in the
C respective principal amounts which correspond to
the redemption dates for, and the principal
amounts to be redeemed of, the Notes.
In the event the Company elects to
redeem any Notes prior to maturity in accordance
with the provisions of the Note Indenture and
the 2002C Insurance Agreement, the Company shall
on the same date redeem bonds of 2002 Series C
in principal amounts and at redemption prices
corresponding to the Notes so redeemed. The
Company agrees to give the Trustee notice of any
such redemption of bonds of 2002 Series C on the
same date as it gives notice of redemption of
Notes to the Note Indenture Trustee.
16
REDEMPTION OF SECTION 3. In the event of an Event of
BONDS OF 2002 SERIES Default under the Note Indenture and the
C IN EVENT OF acceleration of all Notes, the bonds of 2002
ACCELERATION OF Series C shall be redeemable in whole upon
NOTES OR IN EVENT receipt by the Trustee of a written demand
OF REDEMPTION OF (hereinafter called a "Redemption Demand") from
NOTES UPON the Note Indenture Trustee stating that there
ACCELERATION OF has occurred under the Note Indenture both an
2002C BONDS Event of Default and a declaration of
acceleration of payment of principal, accrued
interest and premium, if any, on the Notes,
specifying the last date to which interest on
the Notes has been paid (such date being
hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the
bonds of said series. In addition, in the event
of a required redemption of the Notes upon
demand of XLCA prior to the Release Date upon a
declaration of acceleration of the payment of
the 2002C Bonds, the bonds of 2002 Series C
shall be redeemable in whole upon receipt by the
Trustee of a Redemption Demand from the Note
Indenture Trustee stating that such redemption
of the Notes is required, stating that the
redemption price was not paid when due and
demanding redemption of the bonds of the 2002
Series C. 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.
17
Each bond of 2002 Series C 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 Notes; provided, however,
that in the event of a receipt by the Trustee of
a notice that, pursuant to Section 602 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 OF SECTION 4. The bonds of 2002 Series C
2002 SERIES C. and the form of Trustee's Certificate to be
endorsed on such bonds shall be substantially in
the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2002 SERIES C
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
supplemented as of December 1, 2002, between The
Detroit Edison Company and Bank One Trust
Company, National Association, 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 Indenture.
$64,300,000 No. R-1
18
THE DETROIT EDISON COMPANY (hereinafter
called the "Company"), a corporation of the
State of Michigan, for value received, hereby
promises to pay to Bank One Trust Company,
National Association, 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
Sixty-Four Million Three Hundred Thousand
Dollars ($64,300,000) in lawful money of the
United States of America on December 15, 2032
(subject to earlier redemption or release) and
interest thereon at the rate of 5.45% per annum,
in like lawful money, from December 5, 2002, and
after the first payment of interest on bonds of
this Series has been made or otherwise provided
for, from the most recent date to which interest
has been paid or otherwise provided for,
semi-annually on June 15 and December 15 of each
year (commencing June 15, 2003), until the
Company's obligation with respect to payment of
said principal shall have been discharged, all
as provided, to the extent and in the manner
specified in the Indenture hereinafter mentioned
on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been
issued.
Under a Collateral Trust Indenture,
dated as of June 30, 1993, as amended and as
further supplemented as of December 1, 2002
(hereinafter called the "Note Indenture"),
between the Company and Bank One Trust Company,
National Association, as Note Trustee
(hereinafter called the "Note Indenture
Trustee"), the Company has issued its 5.45%
Senior Notes due 2032 (the "Notes"). This bond
was originally issued to the Note Indenture
Trustee so as to secure the payment of the
Notes. Payments of principal of, or premium, if
any, or interest on, the Notes shall constitute
like payments on this bond as further provided
herein and in the supplemental indenture
pursuant to which this bond has been issued.
The Notes were issued to XL Capital
Assurance Inc., an insurance company
incorporated under New York law ("XLCA"), to
secure the Company's obligations to XLCA under
that certain Insurance Agreement dated December
5, 2002 (the "Insurance Agreement") between the
Company and XLCA relating to Financial Guaranty
Insurance Policy No. CA00403A issued by XLCA
with respect to the Michigan Strategic Fund
Limited Obligation Revenue and Refunding Revenue
Bonds (The Detroit Edison Company Exempt
Facilities Project), Series 2002 C (AMT) (the
"2002C Bonds") which are issued under the Trust
Indenture dated as of December 1, 2002 (the
"2002C Bond Indenture") between Michigan
Strategic Fund and Bank One Trust Company,
National Association, as trustee
19
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 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.
IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY has caused this instrument to be
executed by its Vice President and Treasurer,
with his 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 Assistant Corporate Secretary by
manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By:__________________________________
Vice President and Treasurer
[SEAL]
Attest:_______________________________
Assistant Corporate Secretary
[FORM OF REVERSE OF BOND]
20
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 2002 Series C,
limited to an aggregate principal amount of
$64,300,000, 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 Bank One, National
Association, as successor in interest to Bankers
Trust Company, a corporation organized under the
laws of the Untied States, as Trustee, to which
Indenture and all indentures supplemental
thereto (including the Supplemental Indenture
dated as of December 1, 2002) reference is
hereby made for a description of the properties
and franchises mortgaged and conveyed, the
nature and extent of the security, the terms and
conditions upon which the bonds are issued and
under which additional bonds may be issued, and
the rights of the holders of the bonds and of
the Trustee in respect of such security (which
Indenture and all indentures supplemental
thereto, including the Supplemental Indenture
dated as of December 1, 2002, 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 be 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.
21
This bond is redeemable prior to the
Release Date 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 Indenture and the
acceleration of the principal of the Notes and
including provision for redemption upon demand
of the Note Indenture Trustee in the event of a
required redemption of the Notes following a
declaration of acceleration of the 2002C Bonds
and payment by XLCA of the accelerated principal
of the 2002C Bonds, such demand stating that
such redemption of the Notes is required,
stating that the redemption price thereof was
not paid when due and demanding redemption of
this bond.
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 2002
Series C (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 the event the Company desires to
provide for the payment of bonds of 2002 Series
C, in lieu of defeasing such bonds in accordance
with the Indenture, the Company shall either
redeem an equal principal amount of 2002C Bonds
or take such action as shall be required by the
2002C Bond Indenture to defease an equal
principal amount of 2002C Bonds.
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.
Any amount payable by the Company in
respect of principal of bonds of 2002 Series C,
whether at maturity or prior to maturity by
redemption or otherwise, in a circumstance where
there has not been a corresponding payment of
principal of 2002C Bonds shall be applied
simultaneously to the redemption or defeasance
of an equal principal amount of 2002C Bonds in
accordance with the 2002C Bond Indenture.
22
Upon payment of the principal of, or
premium, if any, or interest on, the Notes,
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 2002 Series C in a principal amount
equal to the principal amount of such Notes, 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 Indenture or in the supplemental
indenture relating to the Notes, 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 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.
From and after the Release Date (as
defined in the Note Indenture), the bonds of
2002 Series C shall be deemed fully paid,
satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On
the Release Date, the bonds of 2002 Series C
shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that,
prior to the Release Date, it will not take any
action that would cause the outstanding
principal amount of the bond of 2002 Series C to
be less than the then outstanding principal
amount of the Notes.
23
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
art of the consideration for the issue hereof,
expressly waived and released by every holder or
owner hereof, as more fully provided in the
Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S This bond is one of the bonds, of the
CERTIFICATE. series designated therein, described in the
within-mentioned Indenture.
BANK ONE, NATIONAL ASSOCIATION as Trustee
By
--------------------
Authorized Officer
PART II.
CREATION OF THREE HUNDRED THIRTY-FOURTH SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS, 2002 SERIES D
TERMS OF BONDS OF SECTION 1. The Company hereby creates
2002 SERIES D. the three hundred thirty-fourth series of bonds
to be issued under and secured by the Original
Indenture as amended to date and as further
amended by this Supplemental Indenture, to be
designated, and to be distinguished from the
bonds of all other series, by the title "General
and Refunding Mortgage Bonds, 2002 Series D"
(elsewhere herein referred to as the "bonds of
2002 Series D"). The aggregate principal amount
of bonds of 2002 Series D shall be limited to
fifty-five million nine hundred seventy-five
dollars ($55,975,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and
replacements of bonds.
24
Subject to the release provisions set
forth below, each bond of 2002 Series D is to be
irrevocably assigned to, and registered in the
name of, Bank One Trust Company, National
Association, as trustee, or a successor trustee
(said trustee or any successor trustee being
hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture,
dated as of June 30, 1993 (the "Note
Indenture"), as supplemented, between the Note
Indenture Trustee and the Company, to secure
payment of the Company's 5.25% Senior Notes due
2032 (for purposes of this Part, the "Notes").
The bonds of 2002 Series D shall be
issued as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds
of 2002 Series D shall be issued in the
aggregate principal amount of $55,975,000, shall
mature on December 15, 2032 (subject to earlier
redemption or release) and shall bear interest
at the rate of 5.25% per annum, payable
semiannually in arrears on June 15 and December
15 of each year (commencing June 15, 2003),
until the principal thereof shall have become
due and payable and thereafter until the
Company's obligation with respect to the payment
of said principal shall have been discharged as
provided in the Indenture.
The bonds of 2002 Series D 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 2002 Series D 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
2002 Series D shall be dated the date of its
authentication and interest shall be payable on
the principal represented thereby from the June
15 or December 15 next preceding the date
thereof to which interest has been paid on bonds
of 2002 Series D, unless the bond is
authenticated on a date to which interest has
been paid, in which case interest shall be
payable from the date of authentication, or
unless the date of authentication is prior to
June 15, 2003, in which case interest shall be
payable from December 5, 2002.
25
The bonds of 2002 Series D, in
definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed
or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such
further designation as may be appropriate and
desirable to indicate by such designation the
form, series and denomination of bonds of 2002
Series D). Until bonds of 2002 Series D in
definitive form are ready for delivery, the
Company may execute, and upon its request in
writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 2002 Series D
in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of
2002 Series D, if any, may be printed and may be
issued in authorized denominations in
substantially the form of definitive bonds of
2002 Series D, but without a recital of
redemption prices and with such omissions,
insertions and variations as may be appropriate
for temporary bonds, all as may be determined by
the Company.
Interest on any bond of 2002 Series D
which is payable on any interest payment date
and is punctually paid or duly provided for
shall be paid to the person in whose name that
bond, or any previous bond to the extent
evidencing the same debt as that evidenced by
that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be the
fifteenth calendar day (whether or not a
business day) next preceding such interest
payment date. If the Company shall default in
the payment of the interest due on any interest
payment date on the principal represented by any
bond of 2002 Series D, such defaulted interest
shall forthwith cease to be payable to the
registered holder of that bond on the relevant
regular record date by virtue of his having been
such holder, and such defaulted interest may be
paid to the registered holder of that bond (or
any bond or bonds of 2002 Series D issued upon
transfer or exchange thereof) on the date of
payment of such defaulted interest or, at the
election of the Company, to the person in whose
name that bond (or any bond or bonds of 2002
Series D issued upon transfer or exchange
thereof) is registered on a subsequent record
date established by notice given by mail by or
on behalf of the Company to the holders of bonds
of 2002 Series D not less than ten (10) days
preceding such subsequent record date, which
subsequent record date shall be at least five
(5) days prior to the payment date of such
defaulted interest.
Bonds of 2002 Series D shall not be
assignable or transferable except as may be set
forth under Section 405 of the Note Indenture or
in the supplemental indenture relating to the
Notes, 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
26
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 2002
Series D shall in the same manner be
exchangeable for a like aggregate principal
amount of bonds of 2002 Series D 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 2002 Series D during any
period of ten days next preceding any redemption
date for such bonds.
Bonds of 2002 Series D, in definitive
and temporary form, may bear such legends as may
be necessary to comply with any law or with any
rules or regulations made pursuant thereto or as
may be specified in the Note Indenture.
Upon payment of the principal or
premium, if any, or interest on the Notes,
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 2002 Series D in a principal amount
equal to the principal amount of such Notes,
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.
In the event the Company desires to
provide for the payment of bonds of 2002 Series
D, in lieu of defeasing such bonds in accordance
with the Indenture, it shall either redeem an
equal principal amount of 2002D Bonds or take
such action as shall be required by Section 2.04
of the 2002D Bond Indenture to defease an equal
principal amount of the 2002D Bonds. Pursuant to
Section 2.03(c) of the Note Indenture, such
redemption or defeasance shall result in the
discharge of the Company's obligation with
respect to such Notes and the cancellation
thereof which, in accordance with the preceding
paragraph, shall result in the discharge of the
Company's obligation with respect to the
applicable bonds of 2002 Series D and
cancellation thereof.
Any amount payable by the Company in
respect of principal of bonds of 2002 Series D,
whether at maturity or prior to maturity by
redemption or upon acceleration or otherwise, in
a circumstance where there has not been a
corresponding payment of principal of 2002D
Bonds shall
27
be applied simultaneously to the redemption or
defeasance of an equal principal amount of 2002D
Bonds in accordance with the 2002D Bond
Indenture. In the event the amount so paid is
insufficient to provide for such redemption or
defeasance, the Company shall pay such
additional amount as shall be necessary to make
up for the deficiency.
RELEASE. From and after the Release Date (as
defined in the Note Indenture), the bonds of
2002 Series D shall be deemed fully paid,
satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On
the Release Date, the bonds of 2002 Series D
shall be surrendered to and canceled by the
Trustee. The Company covenants and agrees that,
prior to the Release Date, it will not take any
action that would cause the outstanding
principal amount of the bonds of 2002 Series D
to be less than the then outstanding principal
amount of the Notes.
REDEMPTION OF SECTION 2. Bonds of 2002 Series D shall
BONDS OF 2002 SERIES be redeemed on the respective dates and in the
D respective principal amounts which correspond to
the redemption dates for, and the principal
amounts to be redeemed of, the Notes.
In the event the Company elects to
redeem any Notes prior to maturity in accordance
with the provisions of the Note Indenture and
2002 D Insurance Agreement, the Company shall on
the same date redeem bonds of 2002 Series D in
principal amounts and at redemption prices
corresponding to the Notes so redeemed. The
Company agrees to give the Trustee notice of any
such redemption of bonds of 2002 Series D on the
same date as it gives notice of redemption of
Notes to the Note Indenture Trustee.
28
REDEMPTION OF SECTION 3. In the event of an Event of
BONDS OF 2002 SERIES Default under the Note Indenture and the
D IN EVENT OF acceleration of all Notes, the bonds of 2002
ACCELERATION OF Series D shall be redeemable in whole upon
NOTES OR IN EVENT receipt by the Trustee of a written demand
OF REDEMPTION OF (hereinafter called a "Redemption Demand") from
NOTES UPON the Note Indenture Trustee stating that there
ACCELERATION OF has occurred under the Note Indenture both an
2002C BONDS Event of Default and a declaration of
acceleration of payment of principal, accrued
interest and premium, if any, on the Notes,
specifying the last date to which interest on
the Notes has been paid (such date being
hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the
bonds of said series. In addition, in the event
of a required redemption of the Notes upon
demand by XLCA prior to the Release Date upon a
declaration of acceleration of the 2002C Bonds
and payment by XLCA of the accelerated principal
of the 2002C Bonds, the bonds of 2002 Series D
shall be redeemable in whole upon receipt by the
Trustee of a Redemption Demand from the Note
Indenture Trustee stating that such redemption
of the Notes is required, stating that the
redemption price was not paid when due and
demanding redemption of the bonds of the 2002
Series D. 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.
29
Each bond of 2002 Series D 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 Notes; provided, however,
that in the event of a receipt by the Trustee of
a notice that, pursuant to Section 602 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 OF SECTION 4. The bonds of 2002 Series D
2002 SERIES D. and the form of Trustee's Certificate to be
endorsed on such bonds shall be substantially in
the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2002 SERIES D
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
supplemented as of December 1, 2002, between The
Detroit Edison Company and Bank One Trust
Company, National Association, 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 Indenture.
$55,975,000 No. R-1
30
THE DETROIT EDISON COMPANY (hereinafter
called the "Company"), a corporation of the
State of Michigan, for value received, hereby
promises to pay to Bank One Trust Company,
National Association, 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
Fifty-Five Million Nine Hundred Seventy-Five
Thousand Dollars ($55,975,000) in lawful money
of the United States of America on December 15,
2032 (subject to earlier redemption or release)
and interest thereon at the rate of 5.25% per
annum, in like lawful money, from October 23,
2002, and after the first payment of interest on
bonds of this Series has been made or otherwise
provided for, from the most recent date to which
interest has been paid or otherwise provided
for, semi-annually on April 15 and October 15 of
each year (commencing April 15, 2003), until the
Company's obligation with respect to payment of
said principal shall have been discharged, all
as provided, to the extent and in the manner
specified in the Indenture hereinafter mentioned
on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been
issued.
Under a Collateral Trust Indenture,
dated as of June 30, 1993, as amended and as
further supplemented as of December 1, 2002
(hereinafter called the "Note Indenture"),
between the Company and Bank One Trust Company,
National Association, as Note Trustee
(hereinafter called the "Note Indenture
Trustee"), the Company has issued its 5.25%
Senior Notes due 2032 (the "Notes"). This bond
was originally issued to the Note Indenture
Trustee so as to secure the payment of the
Notes. Payments of principal of, or premium, if
any, or interest on, the Notes shall constitute
like payments on this bond as further provided
herein and in the supplemental indenture
pursuant to which this bond has been issued.
The Notes were issued to XL Capital
Assurance Inc., an insurance company
incorporated under New York law ("XLCA"), to
secure the Company's obligations to XLCA under
that certain Insurance Agreement dated December
5, 2002 (the "Insurance Agreement") between the
Company and XLCA relating to Financial Guaranty
Insurance Policy No. CA00403B issued by XLCA
with respect to the Michigan Strategic Fund
Limited Obligation Revenue and Refunding Revenue
Bonds (The Detroit Edison Company Exempt
Facilities Project), Series 2002 D (AMT) (the
"2002C Bonds") which are issued under the Trust
Indenture dated as of December 1, 2002 (the
"2002C Bond Indenture") between Michigan
Strategic Fund and Bank One Trust Company,
National Association, as trustee
31
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 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.
IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY has caused this instrument to be
executed by its Vice President and Treasurer,
with his 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 Assistant Corporate Secretary by
manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By:
--------------------------------------------
Vice President and Treasurer
[SEAL]
Attest:
-----------------------------------------
Assistant Corporate Secretary
32
[FORM OF REVERSE OF BOND]
33
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 2002 Series D,
limited to an aggregate principal amount of
$55,975,000, 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 Bank One, National
Association, as successor in interest to Bankers
Trust Company, a corporation organized under the
laws of the United States, as Trustee, to which
Indenture and all indentures supplemental
thereto (including the Supplemental Indenture
dated as of December 1, 2002) reference is
hereby made for a description of the properties
and franchises mortgaged and conveyed, the
nature and extent of the security, the terms and
conditions upon which the bonds are issued and
under which additional bonds may be issued, and
the rights of the holders of the bonds and of
the Trustee in respect of such security (which
Indenture and all indentures supplemental
thereto, including the Supplemental Indenture
dated as of December 1, 2002, 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 be 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.
34
This bond is redeemable prior to the
Release Date 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 Indenture and the
acceleration of the principal of the Notes and
including provision for redemption upon demand
of the Note Indenture Trustee in the vent of a
required redemption of the Notes following a
declaration of acceleration of the 2002C Bonds
and payment of XLCA of the accelerated principal
of the 2002C Bonds, such demand stating that
such redemption of the Notes is required,
stating that the redemption price was not paid
when due and demanding redemption of this bond.
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 2002
Series D (or portions thereof), in trust for the
redemption of such bonds (or portions thereof)
and the interest due or to become due thereon,
and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so
to be redeemed and such interest shall cease and
be discharged, and the holders thereof shall
thereafter be restricted exclusively to such
funds for any and all claims of whatsoever
nature on their part under the Indenture or with
respect to such bonds (or portions thereof) and
interest. In the event the Company desires to
provide for the payment of bonds of 2002 Series
D, in lieu of defeasing such bonds in accordance
with the Indenture, the Company shall either
redeem an equal principal amount of 2002D Bonds
or take such action as shall be required by the
2002D Bond Indenture to defease an equal
principal amount of 2002D Bonds
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.
Any amount payable by the Company in
respect of principal of bonds of 2002 Series D,
whether at maturity or prior to maturity by
redemption or otherwise, in a circumstance where
there has not been a corresponding payment of
principal of 2002D Bonds shall be applied
simultaneously to the redemption or defeasance
of an equal principal amount of 2002D Bonds in
accordance with the 2002D Bond Indenture
35
Upon payment of the principal of, or
premium, if any, or interest on, the Notes,
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 2002 Series D in a principal amount
equal to the Principal amount of such Notes, 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 Indenture or in the supplemental
indenture relating to the Notes, 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 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.
From and after the Release Date (as
defined in the Note Indenture), the bonds of
2002 Series D shall be deemed fully paid,
satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On
the Release Date, the bonds of 2002 Series D
shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that,
prior to the Release Date, it will not take any
action that would cause the outstanding
principal amount of the bond of 2002 Series D to
be less than the then outstanding principal
amount of the Notes.
36
No recourse shall be had for the
payment of the principal of or the interest on
this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto,
against any incorporator, or against any past,
present or future stockholder, director or
officer, as such, of the Company, or of any
predecessor or successor corporation, either
directly or through the Company or any such
predecessor or successor corporation, whether
for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such
liability being, by the acceptance hereof and as
part of the consideration for the issue hereof,
expressly waived and released by every holder or
owner hereof, as more fully Provided in the
Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S This bond is one of the bonds, of the
CERTIFICATE. series designated therein, described in the
within-mentioned Indenture.
Bank One, National
Association, as Trustee
By ____________________________
Authorized Officer
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF supplemental thereto have been recorded and/or
ORIGINAL filed and Certificates of Provision for Payment
INDENTURE. 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.
37
RECORDING AND Pursuant to the terms and provisions of
FILING OF the Original Indenture, indentures supplemental
SUPPLEMENTAL thereto heretofore entered into have been
INDENTURES. Recorded as a real estate mortgage 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
SUPPLEMENTAL IN
INDENTURE PURPOSE OF SUPPLEMENTAL
DATED AS OF SUPPLEMENTAL INDENTURE
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, Series I Bonds, November 15, 1951
1947(a)(b)(c) ............................... Subject
Properties and
Additional
Provisions
March 1, 1950(a)(b)(c) ...................... Series J Bonds and November 15, 1951
Additional
Provisions
November 15, Series K Bonds January 15, 1953
1951(a)(b)(c) ............................... Additional
Provisions and
Subject Properties
January 15, 1953(a)(b) ...................... Series L Bonds May 1, 1953
May 1, 1953(a) .............................. Series M Bonds and March 15, 1954
Subject Properties
March 15, 1954(a)(c) ........................ Series N Bonds and May 15, 1955
Subject Properties
May 15, 1955(a)(c) Series O Bonds and August 15, 1957
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 and December 1, 1966
Subject Properties
December 1, 1966(a)(c) ...................... Series R Bonds October 1, 1968
Additional
Provisions and
Subject Properties
38
October 1, 1968(a)(c) ....................... Series S Bonds and December 1, 1969
Subject Properties
December 1, 1969(a)(c) ...................... Series.T Bonds and July 1, 1970
Subject Properties
July 1, 1970(c) ............................. Series.U Bonds and December 15, 1970
Subject Properties
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL IN
INDENTURE PURPOSE OF SUPPLEMENTAL
DATED AS OF SUPPLEMENTAL INDENTURE
INDENTURE DATED AS OF:
- ------------------------------- --------- ------------------
December 15, 1970(c) ........................ Series.V and June 15, 1971
Series W Bonds
June 15, 1971(c) ............................ Series.X Bonds and November 15, 1971
Subject Properties
November 15, 1971(c) ........................ Series.Y Bonds and January 15, 1973
Subject Properties
January 15, 1973(c) ......................... Series.Z Bonds and May 1, 1974
Subject Properties
May 1, 1974 ................................. Series.AA Bonds and October 1, 1974
Subject Properties
October 1, 1974 ............................. Series.BB Bonds and January 15, 1975
Subject Properties
January 15, 1975 ............................ Series.CC Bonds and November 1, 1975
Subject Properties
November 1, 1975 ............................ Series.DDP Nos. 1-9 December 15, 1975
Bonds and Subject
Properties
December 15, 1975 ........................... Series.EE Bonds and February 1, 1976
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 and February 15, 1977
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 July 1, 1977
Bonds 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
39
Series OOP
Nos. 1-17 Bonds and
Subject Properties
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL IN
INDENTURE PURPOSE OF SUPPLEMENTAL
DATED AS OF SUPPLEMENTAL INDENTURE
INDENTURE DATED AS OF:
- ------------------------------- --------- ------------------
June 1, 1978 ................................ Series PP Bonds, October 15, 1978
Series QQP
Nos. 1-9 Bonds and
Subject Properties
October 15, 1978 ............................ Series RR Bonds and March 15, 1979
Subject Properties
March 15, 1979 .............................. Series SS Bonds and July 1, 1979
Subject Properties
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 September 15,
Bonds, Series KKP 1979
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 April 1, 1980
and 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 November 1, 1981
Nos. 13-25 Bonds
and Subject
Properties
November 1, 1981 ............................ 1981 Series AP June 30, 1982
Nos. 1-12 Bonds
June 30, 1982 ............................... Article XIV August 15, 1982
40
Reconfirmation
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- ------------------------------- --------- ------------------
August 15, 1982 ............................. 1981 Series AP June 1, 1983
Nos. 13-14 and
Subject Properties
June 1, 1983 ................................ 1981 Series AP October 1, 1984
Nos. 15-16 and
Subject Properties
October 1, 1984 ............................. 1984 Series AP and May 1, 1985
1984 Series BP
Bonds and
Subject Properties
May 1, 1985 ................................. 1985 Series A Bonds May 15, 1985
May 15, 1985 ................................ 1985 Series B Bonds October 15, 1985
and Subject
Properties
October 15, 1985 ............................ Series KKP No. 9 April 1, 1986
Bonds and
Subject Properties
April 1, 1986 ............................... 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986 ............................. 1986 Series B and November 30, 1986
Subject 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 August 15, 1987
1987 Series C
August 15, 1987 ............................. 1987 Series D and November 30, 1987
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 May 15, 1991
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
41
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
- --------------------------------------------- -------------- -------------------
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 March 15, 1993
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 September 15,
1993 Series IP 1993
April 26, 1993 .............................. 1993 Series G and September 15,
Amendment of 1993
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 AP and August 1, 1999
1995 Series DP
(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.
42
RECORDING OF All the bonds of Series A which were issued
CERTIFICATES OF under the Original Indenture dated as of October
PROVISION FOR 1, 1924, and of Series B, C, D, E, F, G, H, I,
PAYMENT. J, K, L, M, N, O, P, Q, R, S, W, Y, Z, 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. 1-9,
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, 1984 Series AP,
1984 Series BP, 1985 Series A, 1985 Series B,
1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989
Series A, 1990 Series A, 1993 Series D, 1993
Series G and 1993 Series H 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, October 1, 1984 May 1, 1985, May 15,
1985, January 31, 1987, June 1, 1978, October
15, 1978, December 15, 1975, February 15, 1977,
September 1, 1979, June 15, 1989, February 15,
1990, March 15, 1993, April 26, 1992 and
September 15, 1992 have matured or have been
called for redemption and funds sufficient for
such payment or redemption have been irrevocably
deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been
recorded in the offices of the respective
Registers of Deeds of certain counties in the
State of Michigan, with respect to all bonds of
Series A, B, C, D, E, F, G, H, K, L, M, O, W,
BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos.
1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.
PART IV
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby
CONDITIONS OF declared and provided, and agrees to perform the
ACCEPTANCE OF same upon the terms and conditions in the
TRUST BY Original Indenture, as amended to date and as
TRUSTEE. supplemented by this Supplemental Indenture, and
in this Supplemental Indenture set forth, and
upon the following terms and conditions:
43
The Trustee shall not be responsible in
any manner whatsoever for and in respect of the
validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the
Company or for or in respect of the recitals
contained herein, all of which recitals are made
by the Company solely.
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically
SECTION 318(C) OF therein, no provision of this supplemental
TRUST INDENTURE indenture or any future supplemental indenture
ACT. is intended to modify, and the parties do hereby
adopt and confirm, the 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
COUNTERPARTS. SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE
AND THE SAME INSTRUMENT.
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY AND BANK ONE, NATIONAL ASSOCIATION 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.
44
THE DETROIT EDISON COMPANY,
By: /s/ J. F. Tompkins
----------------------------------------
Name: J.F. Tompkins
Title: Assistant Treasurer
EXECUTION. Attest:
/s/ Susan E. Riske
--------------------------------------------
Name: Susan E. Riske
Title: Assistant Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
/s/ Kathleen Hier
- ------------------------------------
Name: Kathleen Hier
/s/ Wayne Ginste
- ------------------------------------
Name: Wayne Ginste
45
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
Acknowledgement On this 2nd day of December, 2002, before me,
of Execution by the subscriber, a Notary Public within and for
Company of Michigan, personally appeared J.F. Tompkins,
to me personally known, who, being by me duly
sworn, did say that he does business at 2000 2nd
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 J.F. Tompkins acknowledged said
instrument to be the free act and deed of said
corporation.
(Notarial Seal) /s/ Christina R. Jacobson
-------------------------------
Christina R. Jacobson, Notary
Wayne County, MI
My Commission Expires 3/10/05
46
BANK ONE, NATIONAL ASSOCIATION,
(Corporate Seal) By: /s/ Janice Ott Rotunno
--------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
Attest:
/s/ G. N. Reaves
- ------------------------------------
Name: G.N. Reaves
Title: Vice President
Signed, sealed and delivered by
BANK ONE, NATIONAL ASSOCIATION,
in the presence of
/s/ Leonard Gnat
- ------------------------------------
Name: Leonard Gnat
/s/ Steven E. Charles
- ------------------------------------
Name: Steven E. Charles
47
STATE OF ILLINOIS
SS:
Acknowledgment of On this 26th day of November, 2002, before me,
Execution by the subscriber, a Notary Public within and for
Trustee. the County of Cook, in the State of Illinois,
personally appeared Janice Ott Rotunno 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, and he
is Vice President 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 Janice Ott Rotunno acknowledged said
instrument to be the free act and deed of said
corporation.
(Notarial Seal) /s/Rodney J. Harrington
------------------------------------------
Notary Public, State of Illinois
No.
Qualified in Cook County
Commission Expires 06/06/2005
48
STATE OF MICHIGAN
SS:
COUNTY OF WAYNE.
Affidavit as to Consideration and Good J.F. Tompkins being duly sworn, says:
Faith. that he is the Assistant Treasurer of
THE DETROIT EDISON COMPANY, the
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/ J.F. Tompkins
--------------------------------
Name: J.F. Tompkins
Sworn to before me this 2nd day of December, 2002
/s/ Christina R. Jacobson
----------------------------------------
Christina R. Jacobson, Notary
Wayne County, MI
My Commission Expires:3/5/05
(Notarial Seal)
49