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EXHIBIT 4-169
EXECUTED IN COUNTERPARTS
OF WHICH THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of December 1, 1994
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15, DUE SEPTEMBER 1, 2004,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP, DUE DECEMBER 1, 2004
AND
(C) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Bonds to be Series KKP No. 15 and 1994 Series DP................... 5
Further Assurance.................................................. 5
Authorization of Supplemental Indenture............................ 5
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF THREE HUNDRED SIXTEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15
Sec. 1. Terms of Bonds of Series KKP No. 15.......................... 6
Sec. 2. Redemption of Bonds of Series KKP No. 15..................... 8
Sec. 3. Redemption in Event of Acceleration.......................... 8
Sec. 4. Form of Bonds of Series KKP No. 15........................... 9
Form of Trustee's Certificate................................ 14
PART II.
CREATION OF THREE HUNDRED SEVENTEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP
Sec. 1. Terms of Bonds of 1994 Series DP............................. 14
Sec. 2. Redemption of Bonds of 1994 Series DP........................ 16
Sec. 3. Redemption and Payment in Event of AMBAC Payment............. 16
Sec. 4. Form of Bonds of 1994 Series DP.............................. 17
Form of Trustee's Certificate................................ 21
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 21
Recording and filing of Supplemental Indentures...................... 21
Recording of Certificates of Provision for Payment................... 28
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 28
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act................ 28
Execution in Counterparts............................................ 28
Testimonium.......................................................... 29
Execution............................................................ 29
Acknowledgements..................................................... 29
Affidavit as to consideration and good faith......................... 31
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES SUPPLEMENTAL INDENTURE, dated as of the first day of December,
in the year one thousand nine hundred and ninety-four, between THE
DETROIT EDISON COMPANY, a corporation organized and existing under
the laws of the State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS TRUST COMPANY, a
corporation organized and existing under the laws of the State of New York,
having its corporate trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under the Mortgage
and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"),
party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered its Mortgage
INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"),
SUPPLEMENTALS. dated as of October 1, 1924, to the Trustee, for the security of all bonds
of the Company outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1,
1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1,
1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1,
1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954,
May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1,
1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971,
November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January
15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15,
1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July
1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979,
July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980,
April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15,
1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June
15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1,
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 and August 15, 1994 supplemental to the
Original Indenture, have heretofore been entered into between the Company
and the Trustee (the Original Indenture and all indentures supplemental
thereto together being hereinafter sometimes referred to as the
"Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall be issuable in one
BONDS UNDER or more series, and makes provision that the rates of interest and dates
INDENTURE. for the payment thereof, the date of maturity or dates of maturity, if of
serial maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons of any series
and any other provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the Board of Directors may determine,
may be expressed in a supplemental indenture to be made by the Company to
the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Eight billion two hundred
ISSUED. ninety-eight million five hundred seventy-seven thousand dollars
($8,298,577,000) have heretofore been issued under the indenture as
follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
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(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-179) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(180-194) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(195) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(196-220) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(221-231) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(232-247) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000,
(248) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(249) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(250) Bonds of Series PP -- Principal Amount $70,000,000,
(251) Bonds of Series RR -- Principal Amount $70,000,000,
(252) Bonds of Series EE -- Principal Amount $50,000,000,
(253-254) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(255) Bonds of Series T -- Principal Amount $75,000,000,
(256) Bonds of Series U -- Principal Amount $75,000,000,
(257) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(258) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(259) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(260) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(261) Bonds of Series V -- Principal Amount $100,000,000,
(262) Bonds of Series SS -- Principal Amount $150,000,000,
(263) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(264) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(265) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(266) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(267) Bonds of Series X -- Principal Amount $100,000,000,
(268) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(269) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(270) Bonds of Series Y -- Principal Amount $60,000,000,
(271) Bonds of Series Z -- Principal Amount $100,000,000,
(272) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(273) Bonds of 1984 Series AP -- Principal Amount $2,400,000
(274) Bonds of 1984 Series BP -- Principal Amount $7,750,000
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
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payment, redemption and retirement thereof having been deposited with the
Trustee as a special trust fund to be applied for such purpose;
(275) Bonds of Series R in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date hereof;
(276) Bonds of Series S in the principal amount of One hundred fifty
million dollars ($150,000,000), all of which are outstanding at the date
hereof;
(277-282) Bonds of Series KKP Nos. 9-14 in the principal amount of One
hundred ninety-three million two hundred ninety thousand dollars
($193,290,000), all of which are outstanding at the date hereof;
(283) Bonds of 1989 Series BP in the principal amount of Sixty-six million
five hundred sixty-five thousand dollars ($66,565,000), all of which are
outstanding at the date hereof;
(284) Bonds of 1990 Series A in the principal amount of One hundred
ninety-four million six hundred forty-nine thousand dollars
($194,649,000) of which Thirty-one million three hundred ninety-five
thousand dollars ($31,395,000) principal amount have heretofore been
retired and One hundred sixty-three million two hundred fifty-four
thousand dollars ($163,254,000) principal amount are outstanding at the
date hereof;
(285) Bonds of 1990 Series B in the principal amount of Two hundred
fifty-six million nine hundred thirty-two thousand dollars
($256,932,000) of which Forty-seven million five hundred eighty thousand
dollars ($47,580,000) principal amount have heretofore been retired and
Two hundred nine million three hundred fifty-two thousand dollars
($209,352,000) principal amount are outstanding at the date hereof;
(286) Bonds of 1990 Series C in the principal amount of Eighty-five
million four hundred seventy-five thousand dollars ($85,475,000) of
which Seventeen million ninety-five thousand dollars ($17,095,000)
principal amount have heretofore been retired and Sixty-eight million
three hundred eighty thousand dollars ($68,380,000) principal amount are
outstanding at the date hereof;
(287) Bonds of 1991 Series AP in the principal amount of Thirty-two
million three hundred seventy-five thousand dollars ($32,375,000), all
of which are outstanding at the date hereof;
(288) Bonds of 1991 Series BP in the principal amount of Twenty-five
million nine hundred ten thousand dollars ($25,910,000), all of which
are outstanding at the date hereof;
(289) Bonds of 1991 Series CP in the principal amount of Thirty-two
million eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
(290) Bonds of 1991 Series DP in the principal amount of Thirty-seven
million six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
(291) Bonds of 1991 Series EP in the principal amount of Forty-one million
four hundred eighty thousand dollars ($41,480,000), all of which are
outstanding at the date hereof;
(292) Bonds of 1991 Series FP in the principal amount of Ninety-eight
million three hundred seventy-five thousand dollars ($98,375,000), all
of which are outstanding at the date hereof;
(293) Bonds of 1992 Series BP in the principal amount of Twenty million
nine hundred seventy-five thousand dollars ($20,975,000), all of which
are outstanding at the date hereof;
(294) Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;
(295) Bonds of 1992 Series D in the principal amount of Three hundred
million dollars ($300,000,000), of which Ten million dollars
(10,000,000) principal amount have
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heretofore been retired and Two hundred ninety million ($290,000,000)
principal amount are outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of Thirty-five
million dollars ($35,000,000), all of which are outstanding at the date
hereof;
(297) Bonds of 1992 Series E in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount of Thirty-six
million dollars ($36,000,000), all of which are outstanding at the date
hereof;
(299) Bonds of 1993 Series C in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are outstanding
at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(301) Bonds of 1993 Series E in the principal amount of Four hundred
million dollars ($400,000,000), of which Ten million dollars
($10,000,000) principal amount have heretofore been retired and Three
hundred ninety million ($390,000,000) principal amount are outstanding at
the date hereof;
(302) Bonds of 1993 Series D in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at the date
hereof;
(303) Bonds of 1993 Series FP in the principal amount of Five million six
hundred eighty-five thousand dollars ($5,685,000), all of which are
outstanding at the date hereof;
(304) Bonds of 1993 Series G in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are outstanding
at the date hereof;
(305) Bonds of 1993 Series J in the principal amount of Three hundred
million dollars ($300,000,000), of which Thirty million dollars
($30,000,000) principal amount have heretofore been retired and Two
hundred seventy million ($270,000,000) principal amount are outstanding at
the date hereof;
(306) Bonds of 1993 Series IP in the principal amount of Five million
eight hundred twenty-five thousand dollars ($5,825,000), all of which
are outstanding at the date hereof;
(307) Bonds of 1993 Series AP in the principal amount of Sixty-five
million dollars ($65,000,000), all of which are outstanding at the date
hereof;
(308) Bonds of 1993 Series H in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(309) Bonds of 1993 Series K in the principal amount of One hundred sixty
million dollars ($160,000,000), all of which are outstanding at the date
hereof;
(310) 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;
(311) 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;
(312) 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;
and, accordingly, of the bonds so issued, Three billion four hundred
eighty-four million three hundred thirty-six thousand dollars
($3,484,336,000) principal amount are outstanding at the date hereof; and
WHEREAS, the County of Monroe, Michigan has agreed to issue and sell
$6,300,000 principal amount of its Pollution Control Revenue Bonds
(The Detroit Edison Company Monroe and Fermi Plants Project),
Collateralized Series I-1994 so as
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to provide funds the purchase and construction of certain pollution
control facilities installed in the Company's Monroe and Fermi 2
Power Plants; and
WHEREAS, the Company has entered into an Installment Sales Contract,
dated as of March 1, 1977, as previously amended and amended as of
December 1, 1994 in order to purchase certain pollution control
facilities, and pursuant to such Installment Sales Contract, as amended,
the Company has agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its obligations under such
Installment Sales Contract, as amended; and
WHEREAS, the County of Monroe, Michigan has agreed to issue and sell
$23,700,000 principal amount of its Pollution Control Revenue Bonds (The
Detroit Edison Company Project), Series A-1994 so as to provide funds for
the purchase and construction of certain pollution control facilities
installed in the Company's Fermi 2 Power Plant; and subject to certain
conditions, AMBAC Indemnity Corporation, a Wisconsin-domiciled stock
insurance company, has agreed to issue its municipal bond insurance policy
guaranteeing the payment of principal and interest on the Series A-1994
Bonds; and
WHEREAS, the Company, in order to induce AMBAC to issue its municipal
bond insurance policy relating to the Series A-1994 Bonds, has agreed to
issue its General and Refunding Mortgage Bonds under the Indenture to
AMBAC; and
WHEREAS, for such purposes the Company desires to issue new series of
bonds to be issued under the Indenture and to be authenticated and
delivered pursuant to Section 8 of Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture to create
SERIES KKP such new series of bonds, to be designated "General and Refunding Mortgage
NO. 15 AND 1994 Bonds, Series KKP No. 15" and "General and Refunding Mortgage Bonds, 1994
SERIES DP. Series DP"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the property
ASSURANCE. subject to the lien thereof all of the estates and properties, real,
personal and mixed, rights, privileges and franchises of every nature and
kind and wheresoever situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any time thereafter
might be entitled in law or in equity (saving and excepting, however, the
property therein specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon reasonable request,
execute and deliver such further instruments as may be necessary or proper
for the better assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or acquired by the
Company (saving and excepting, however, property specifically excepted or
released from the lien thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and authority
OF SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of
INDENTURE. the Indenture, and pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes herein
provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;
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CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
FOR SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained
INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustee and its
successors in the trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
PART I.
CREATION OF THREE HUNDRED SIXTEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 15
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred sixteenth series
OF BONDS OF of bonds to be issued under and secured by the Original Indenture as
SERIES KKP NO. 15. 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, Series KKP No. 15"
(elsewhere herein referred to as the "bonds of Series KKP No. 15"). The
aggregate principal amount of bonds of Series KKP No. 15 shall be limited
to six million three hundred thousand dollars ($6,300,000), except as
provided in Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
Each bond of Series KKP No. 15 is to be irrevocably assigned to, and
registered in the name of, Comerica Bank, successor to Manufacturers Bank,
N.A., formerly known as Manufacturers National Bank of Detroit, as
trustee, or a successor trustee (said trustee or any successor trustee
being hereinafter referred to as the "Monroe Trust Indenture Trustee"),
under the Trust Indenture, dated as of March 1, 1977, as amended September
1, 1979, October 15, 1985, July 1, 1989, December 1, 1989, November 1,
1990, May 1, 1992, December 15, 1992 and December 1, 1994 (hereinafter
called the "Monroe Trust Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and the Monroe Trust Indenture
Trustee, to secure payment of the County of Monroe, Michigan, Pollution
Control Revenue Bonds (The Detroit Edison Company Monroe and Fermi Plants
Project), Collateralized Series I-1994 (hereinafter called the "Monroe
Revenue Bonds"), issued by Monroe under the Monroe Trust Indenture, the
proceeds of which (other than any accrued interest thereon) have been
provided for the acquisition and construction of certain pollution control
facilities which the Company has agreed to purchase pursuant to the
provisions of the Installment Sales Contract, dated as of March 1, 1977,
as amended as of September 1, 1979, as of October 15, 1985, as of July 1,
1989, as of December 1, 1989, as of November 1, 1990, as of May 1, 1992 as
of December 15, 1992 and as of December 1, 1994 (hereinafter called the
"Monroe Contract"), between the Company and Monroe.
The bonds of Series KKP No. 15 shall be issued as registered bonds
without coupons in denominations of a multiple of $5,000. The bonds of
Series KKP No. 15 shall be issued in the aggregate principal amount of
$6,300,000, shall mature on September 1, 2004 and shall bear interest,
payable semi-annually on March 1 and September 1 of each year (commencing
March 1, 1995), at the rate of 6.35%, 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 Series KKP No. 15 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 Series KKP No.
15 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.
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Except as provided herein, each bond of Series KKP No. 15 shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the March 1 or September 1 next
preceding the date thereof to which interest has been paid on bonds of
Series KKP No. 15, 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
March 1, 1995, in which case interest shall be payable from December 1,
1994.
The bonds of Series KKP No. 15 in definitive form shall be, at the
election of the Company, fully engraved or shall be lithographed or
printed in authorized denominations as aforesaid and numbered 1 and
upwards (with such further designation as may be appropriate and desirable
to indicate by such designation the form, series and denominations of
bonds of Series KKP No. 15). Until bonds of Series KKP No. 15 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 Series KKP No. 15 in temporary form, as provided in
Section 10 of Article II of the Indenture. Temporary bonds of Series KKP
No. 15, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds of Series KKP
No. 15, but with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by the Company.
Bonds of Series KKP No. 15 shall not be assignable or transferable
except as may be required to effect a transfer to any successor trustee
under the Monroe Trust Indenture, or, subject to compliance with
applicable law, as may be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default under the Monroe Trust
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 Series KKP No. 15 shall in the same manner
be exchangeable for a like aggregate principal amount of bonds of Series
KKP No. 15 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 Series KKP No. 15, during any period of ten days
next preceding any redemption date for such bonds.
Bonds of Series KKP No. 15, 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 Monroe
Contract.
Upon payment of the principal or premium, if any, or interest on the
Monroe Revenue Bonds, 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 IX of the Monroe Trust Indenture,
bonds of Series KKP No. 15 in a principal amount equal to the principal
amount of such Monroe Revenue Bonds, 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.
10
8
REDEMPTION SECTION 2. Bonds of Series KKP No. 15 shall be redeemed on the
OF BONDS OF respective dates and in the respective principal amounts which correspond
SERIES KKP NO. 15. to the redemption dates for, and the principal amounts to be redeemed of,
the Monroe Revenue Bonds.
In the event the Company elects to redeem any Monroe Revenue Bonds prior
to maturity in accordance with the provisions of the Monroe Trust
Indenture, the Company shall on the same date redeem bonds of Series KKP
No. 15 in principal amounts and at redemption prices corresponding to the
Monroe Revenue Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of Series KKP No. 15 on the same
date as it gives notice of redemption of Monroe Revenue Bonds to the
Monroe Trust Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the Monroe Trust
OF BONDS OF SERIES Indenture and the acceleration of all Monroe Revenue Bonds, the bonds of
KKP NO. 15 IN Series KKP No. 15 shall be redeemable in whole upon receipt by the Trustee
EVENT OF of a written demand (hereinafter called a "Redemption Demand") from the
ACCELERATION Monroe Trust Indenture Trustee stating that there has occurred under the
OF MONROE Monroe Trust Indenture both an Event of Default and a declaration of
REVENUE BONDS. acceleration of payment of principal, accrued interest and premium, if
any, on the Monroe Revenue Bonds, specifying the last date to which
interest on the Monroe Revenue Bonds has been paid (such date being
hereinafter referred to as the "Initial Interest Accrual Date") and
demanding redemption of the bonds of said series. The Trustee shall,
within five days after receiving such Redemption Demand, mail a copy
thereof to the Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the bonds of
said series so demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as the Demand Redemption Date
shall be mailed by the Company to the Trustee at least ten days prior to
such Demand Redemption Date. The date to be fixed by the Company as and
for the Demand Redemption Date may be any date up to and including the
earlier of (x) the 60th day after receipt by the Trustee of the Redemption
Demand or (y) the maturity date of such bonds first occurring following
the 20th day after the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have received such notice
fixing the Demand Redemption Date on or before the 10th day preceding the
earlier of such dates, the Demand Redemption Date shall be deemed to be
the earlier of such dates. The Trustee shall mail notice of the Demand
Redemption Date (such notice being hereinafter called the "Demand
Redemption Notice") to the Monroe Trust Indenture Trustee not more than
ten nor less than five days prior to the Demand Redemption Date.
Each bond of Series KKP No. 15 shall be redeemed by the Company on the
Demand Redemption Date therefore upon surrender thereof by the Monroe
Trust 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 Monroe Revenue
Bonds; provided, however, that in the event of a receipt by the Trustee of
a notice that, pursuant to Section 1010 of the Monroe Trust Indenture, the
Monroe Trust Indenture Trustee has terminated proceedings to enforce any
right under the Monroe Trust Indenture, then any Redemption Demand shall
thereby be rescinded by the Monroe Trust 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 Monroe Trust Indenture Trustee by its
President or one of its Vice Presidents.
11
9
FORM OF BONDS SECTION 4. The bonds of Series KKP No. 15 and the form of Trustee's
OF SERIES KKP NO. Certificate to be endorsed on such bonds shall be substantially in the
15. following forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 15, 6.35% DUE SEPTEMBER 1, 2004
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 Trust Indenture, dated as of
March 1, 1977 and amended as of September 1, 1979, October 15, 1985, July
1, 1989, December 1, 1989, November 1, 1990, May 1, 1992, December 15,
1992 and December 1, 1994 between the County of Monroe, Michigan and
Comerica Bank, successor to Manufacturers Bank, N.A., formerly known as
Manufacturers National Bank of Detroit, as trustee, or, subject to
compliance with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of Default under
said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to Comerica Bank, as trustee, or registered assigns, at the
Company's office or agency in the Borough of Manhattan, The City and State
of New York, the principal sum of dollars ($ ) in
lawful money of the United States of America on the date specified in the
title hereof and interest thereon at the rate specified in the title
hereof, in like lawful money, from December 1, 1994, 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 March 1 and September 1 of each
year (commencing March 1, 1995), 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 Trust Indenture, dated as of March 1, 1977 and amended as of
September 1, 1979, October 15, 1985, July 1, 1989, December 1, 1989,
November 1, 1990, May 1, 1992, December 15, 1992 and December 1, 1994
(hereinafter called the "Monroe Trust Indenture"), between the County of
Monroe, Michigan (hereinafter called "Monroe"), and Comerica Bank, as
trustee (hereinafter called the "Monroe Trust Indenture Trustee"), Monroe
has issued Pollution Control Revenue Bonds (The Detroit Edison Company
Monroe and Fermi Plants Project), Collateralized Series I-1994
(hereinafter called the "Monroe Revenue Bonds"). This bond was originally
issued to Monroe and simultaneously irrevocably assigned to the Monroe
Trust Indenture Trustee so as to secure the payment of the Monroe Revenue
Bonds. Payments of principal of, or premium, if any, or interest on, the
Monroe Revenue Bonds shall constitute like payments on this bond as
further provided herein and in the supplemental indenture pursuant to
which this bond has been issued.
Reference is hereby made to such further provisions of this bond set
forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though set forth at this place.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter
mentioned on the reverse hereof, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its Vice
President and Treasurer, with their manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Corporate Secretary or an
Assistant Corporate Secretary with his or her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By
----------------------------
Chairman of the Board
----------------------------
Vice President
Attest: and Treasurer
----------------------------
Corporate Secretary
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Indenture hereinafter
mentioned or any indentures supplemental thereto, and is one of a series
of General and Refunding Mortgage Bonds known as Series KKP No. 15,
limited to an aggregate principal amount of $6,300,000, 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 Bankers Trust
Company, a corporation of the State of New York, as Trustee, to which
Indenture and all indentures supplemental thereto (including the
Supplemental Indenture dated as of December 1, 1994) 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 15,
1992, are hereinafter collectively called the "Indenture"). As provided in
the Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may bear interest
at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions of the Indenture,
or of any indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five percent (85%)
in amount of the bonds then outstanding, and, if the rights of one or
more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote
of at least eighty-five percent (85%) in amount of the series of bonds so
to be affected (excluding in every instance bonds disqualified from voting
by reason of the Company's interest therein as specified in the
Indenture); provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable upon the terms and conditions set forth in the
Indenture, including provision for redemption upon demand of the Monroe
Trust Indenture Trustee following the occurrence of an Event of Default
under the Monroe Trust Indenture and the acceleration of the principal of
the Monroe Revenue Bonds.
Under the Indenture, funds may be deposited with the Trustee (which
shall have become available for payment), in advance of the redemption
date of any of the bonds of Series KKP No. 15 (or portions thereof), in
trust for the redemption of such bonds (or portions thereof) and the
interest due or to become due thereon, and thereupon all obligations of
the Company in respect of such bonds (or portions thereof) so to be
redeemed and such interest shall cease and be discharged, and the holders
thereof shall thereafter be restricted exclusively to such funds for any
and all claims of whatsoever nature on their part under the Indenture or
with respect to such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the bonds issued thereunder may become or be declared
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
15
13
Upon payment of the principal of, or premium, if any, or interest on,
the Monroe Revenue Bonds, 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 IX of the Monroe Trust Indenture,
bonds of Series KKP No. 15 in a principal amount equal to the principal
amount of such Monroe Revenue Bonds 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 may be required to
effect a transfer to any successor trustee under the Monroe Trust
Indenture, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent
upon an Event of Default under the Monroe Trust Indenture. Any such
transfer shall be made by the registered holder hereof, in person or by
his attorney duly authorized in writing, on the books of the Company kept
at its office or agency in the Borough of Manhattan, The City and State of
New York, upon surrender and cancellation of this bond, and thereupon, a
new registered bond of the same series of authorized denominations for a
like aggregate principal amount will be issued to the transferee in
exchange therefor, and this bond with others in like form may in like
manner be exchanged for one or more new bonds of the same series of other
authorized denominations, but of the same aggregate principal amount, all
as provided and upon the terms and conditions set forth in the Indenture,
and upon payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein,
TRUSTEE'S described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
---------------------------
Authorized Officer
PART II.
CREATION OF THREE HUNDRED SEVENTEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1994 SERIES DP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred seventeenth
OF BONDS OF series of bonds to be issued under and secured by the Original Indenture
1994 SERIES DP. 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, 1994 Series
DP" (elsewhere herein referred to as the "bonds of 1994 Series DP"). The
aggregate principal amount of bonds of 1994 Series DP shall be limited to
Twenty-three million seven hundred thousand dollars ($23,700,000), except
as provided in Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Each bond of 1994 Series DP is to be issued to AMBAC Indemnity
Corporation ("AMBAC"), a Wisconsin-domiciled stock insurance company, and
simultaneously assigned to, and registered in the name of, United States
Trust Company of New York, as trustee ("Insurance Trustee") under the
Municipal Bond Insurance Policy ("Series A Insurance Policy") issued by
AMBAC relating to the guarantee of payment of principal and interest with
respect to the County of Monroe, Michigan Pollution Control Revenue Bonds
(The Detroit Edison Company Project), Series A-1994 in the aggregate
principal amount of Twenty-three million seven hundred thousand dollars
($23,700,000) ("Series A-1994 Bonds"), which Series A-1994 Bonds were
created and issued pursuant to a Resolution adopted by the County of
Monroe, Michigan ("Monroe") on May 22, 1973, as previously amended and
supplemented and as amended and supplemented by a Resolution adopted
December 13, 1994 (the "Series A Resolution"), to induce AMBAC to issue
the Series A Insurance Policy. Under an Installment Sales Contract, dated
as of June 1, 1973, as previously amended and as amended as of December 1,
1994, between the Company and Monroe (the "Series A Contract"), the
Company is obligated to make payments to NBD Bank, N.A. (or its
successor), as trustee (the "Series A Trustee") for the Series
A-1994-Bonds in amounts and at times equal and corresponding to the amount
and time of payments of principal, premium and interest due on the Series
A-1994.
The bonds of 1994 Series DP shall be issued as registered bonds without
coupons in denominations of a multiple of $5,000. The bonds of 1994 Series
DP shall be issued in the aggregate principal amount of $23,700,000, shall
mature on December 1, 2004 and shall bear interest, payable semi-annually
on June 1 and December 1 of each year (commencing June 1, 1995), at the
rate of 6.35%, 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.
17
15
The bonds of 1994 Series DP 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 1994 Series DP 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 1994 Series DP shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the June 1 or December 1 next preceding
the date thereof to which interest has been paid on bonds of 1994 Series
DP, 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 1,
1995, in which case interest shall be payable from December 1, 1994.
The bonds of 1994 Series DP in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of bonds of 1994
Series DP). Until bonds of 1994 Series DP in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver in lieu thereof, bonds of 1994
Series DP in temporary form, as provided in Section 10 of Article II of
the Indenture. Temporary bonds of 1994 Series DP, if any, may be printed
and may be issued in authorized denominations in substantially the form of
definitive bonds of 1994 Series DP, but with such omissions, insertions
and variations as may be appropriate for temporary bonds, all as may be
determined by the Company.
Bonds of 1994 Series DP shall not be assignable or transferable except
as may be required to effect a transfer to any successor insurance trustee
under the Series A Insurance Policy, or, to AMBAC in the event that (1)
AMBAC makes a payment to fulfill its obligations under the Series A
Resolution to cure an Event of Default by the Company as may have occurred
under the Series A Resolution and/or (2) an Event of Default shall have
occurred under the 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 1994 Series DP shall in the same
manner be exchangeable for a like aggregate principal amount of bonds of
1994 Series DP 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 1994 Series DP, during any period of ten days next
preceding any redemption date for such bonds.
So long as the Series A Insurance Policy shall be in full force and
effect, AMBAC shall have the right to direct the Trustee in all matters
relating to the bonds of 1994 Series DP.
Bonds of 1994 Series DP, 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 pursuant to the
terms and conditions specified herein.
18
16
Upon payment by the Company as part of its obligations under the Series
A Contract of the principal or premium, if any, or interest on the Series
A-1994 Bonds, whether at maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment thereof having been made in
accordance with the Series A Resolution, bonds of 1994 Series DP in a
principal amount equal to the principal amount of such Series A-1994
Bonds, shall, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if any, such
bonds shall be surrendered for cancellation or presented for appropriate
notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1994 Series DP shall be redeemed on the respective
OF BONDS dates and in the respective principal amounts which correspond to the
OF 1994 redemption dates for, and the principal amounts to be redeemed of, the
SERIES DP. Series A-1994 Bonds.
In the event the Company elects to redeem any Series A-1994 Bonds prior
to maturity in accordance with the provisions of the Monroe Trust
Indenture, the Company shall on the same date redeem bonds of 1994 Series
DP in principal amounts and at redemption prices corresponding to the
Series A-1994 Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of 1994 Series DP on the same date
as it gives notice of redemption of Series A-1994 Bonds to the Series A
Trustee.
REDEMPTION SECTION 3. In the event that (1) AMBAC cures an Event of Default (as
OF BONDS OF defined in the Series A Resolution) by the Company under the Series A
1994 SERIES Resolution by the payment of principal or interest, or both, due on the
DP IN EVENT Series A-1994 Bonds pursuant to the Series A Resolution, the bonds of 1994
OF AMBAC PAYMENT. Series DP shall be payable or redeemable, or both, in an amount
corresponding to the payment of principal or interest or both, by AMBAC or
(2) the Series A Trustee has called for redemption the Series A-1994 Bonds
as a result of an Event of Default under the Series A Resolution and, in
each case, upon receipt by the Trustee of a written demand by the AMBAC,
accompanied by a certification from the Series A Trustee as to the amount
and type (principal, interest or both) of payment by AMBAC ("Payment
Demand"). The Trustee shall, within five days after receiving such Payment
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 Payment Demand, the Company shall be obligated to pay such
amount as may be deemed to be interest and 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") and. 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 Payment Demand or (y) the maturity date of such
bonds first occurring following the 20th day after the receipt by the
Trustee of the Payment 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 Insurance
Trustee not more than ten nor less than five days prior to the Demand
Redemption Date.
19
17
Each bond of 1994 Series DP shall be redeemed by the Company on the
Demand Redemption Date therefore upon surrender thereof by the Insurance
Trustee to the Trustee at a redemption price equal to the principal amount
thereof plus accrued interest paid by AMBAC pursuant to the Series A
Resolution from the date of such payment to the Demand Redemption Date
plus an amount equal to the aggregate premium, if any, due and payable on
such Demand Redemption Date on a corresponding amount of Series A-1994
Bonds; provided, however, that in the event of a receipt by the Trustee of
a notice that, pursuant to the Series A Resolution, AMBAC has terminated
proceedings to enforce any right it may have against the Company under the
Series A Insurance Policy, then any Payment Demand shall thereby be
rescinded by the Insurance 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 Payment Demand and such
Payment Demand shall be of no force or effect, unless it is executed in
the name of the Insurance Trustee by its President or one of its Vice
Presidents.
FORM OF BONDS SECTION 4. The bonds of 1994 Series DP and the form of Trustee's
OF 1994 SERIES DP. 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
1994 SERIES DP, 6.35% DUE DECEMBER 1, 2004
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 insurance trustee under the Municipal Bond
Insurance Policy, dated as of December 21, 1994 issued by AMBAC Indemnity
Corporation and relating to the County of Monroe, Michigan Pollution
Control Bonds (The Detroit Edison Company Project), Series A-1994, or to
AMBAC Indemnity Corporation pursuant to Part II, Section 1 of the
Supplemental Indenture dated as of December 1, 1994, or, subject to
compliance with applicable law.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to United States Trust Company of New York, as Insurance 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
Twenty-three million seven hundred thousand dollars ($23,700,000) in
lawful money of the United States of America on the date specified in the
title hereof and interest thereon at the rate specified in the title
hereof, in like lawful money, from December 1, 1994, 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 1 and December 1 of each
year (commencing June 1, 1995), 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.
20
18
Under a Resolution, dated as of May 8, 1973, as previously amended and
supplemented and amended and supplemented as of December 13, 1994
(hereinafter called the "Series A Resolution Monroe Trust Indenture"),
adopted by the County of Monroe, Michigan (hereinafter called "Monroe"),
Monroe has issued Pollution Control Revenue Bonds (The Detroit Edison
Company Project), Series A-1994 (hereinafter called the "Series A-1994
Bonds") and AMBAC Indemnity Corporation ("AMBAC") has issued its Municipal
Bond Insurance Policy ("Series A Insurance Policy") relating to the
guarantee of the payment of principal and interest on the Series A-1994
Bond. This bond is being issued to induce AMBAC to issue the Series A
Insurance Policy. Payments of principal of, or premium, if any, or
interest on, the Series A-1994 Bonds shall constitute like payments on
this bond as further provided herein and in the supplemental indenture
pursuant to which this bond has been issued.
Reference is hereby made to such further provisions of this bond set
forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though set forth at this place.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter
mentioned on the reverse hereof, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its President
or a Vice President, with their manual or facsimile signatures, and its
corporate seal, or a facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Secretary or an Assistant
Secretary with his manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By
-------------------------------
Chairman of the Board
-------------------------------
Vice President and Treasurer
Attest:
----------------------------
Corporate Secretary
21
19
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Indenture hereinafter
mentioned or any indentures supplemental thereto, and is one of a series
of General and Refunding Mortgage Bonds known as 1994 Series DP, limited
to an aggregate principal amount of $23,700,000, except as otherwise
provided in the Indenture hereinafter mentioned. This bond and all other
bonds of said series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking, amortization,
improvement or analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may afford additional
security for the bonds of any particular series and except as provided in
Section 3 of Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers Trust Company, a
corporation of the State of New York, as Trustee, to which Indenture and
all indentures supplemental thereto (including the Supplemental Indenture
dated as of December 1, 1994) 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, 1994, are hereinafter
collectively called the "Indenture"). As provided in the Indenture, said
bonds may be for various principal sums and are issuable in series, which
may mature at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the consent of the
Company and to the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of the bonds
and the terms and provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain respects by
affirmative vote of at least eighty-five percent (85%) in amount of the
bonds then outstanding, and, if the rights of one or more, but less than
all, series of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from voting by
reason of the Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect the terms of
payment of the principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set forth in the
Indenture.
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 1994 Series DP (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.
22
20
Upon payment by the Company as part of its obligations under the Series
A Resolution of the principal of, or premium, if any, or interest on, the
Series A-1994 Bonds, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having
been made in accordance with Series A Resolution, bonds of 1994 Series DP
in a principal amount equal to the principal amount of such Series A-1994
Bonds 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 may be required to
effect a transfer to any successor insurance trustee under the Series A
Insurance Policy, or, to AMBAC Indemnity Corporation pursuant to the terms
and conditions set forth in Part II, Section I of the Supplemental
Indenture, dated as of December 1, 1994 or subject to compliance with
applicable law. 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.
So long as the Series A Insurance Policy shall be in full force and
effect, AMBAC shall have the right to direct the Trustee in all matters
relating to the bonds of 1994 Series DP.
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.
23
21
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein,
TRUSTEE'S described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
---------------------------
Authorized Officer
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate mortgage and
filed as a chattel mortgage in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has been recorded as
a real estate mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture dated as of
May 1, 1974, has been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. financing statement in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate Commerce Commission, as
set forth in supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and Addi- September 1, 1947
tional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provi-
sions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions
and Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
24
22
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions
and Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions
and Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 December 15, 1975
Bonds and Subject
Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977
Bonds, Series JJP Nos.
1-7 Bonds, Series KKP
Nos. 1-7 Bonds and
Series LLP Nos. 1-7
Bonds
June 15, 1977..................... Series FFR No. 14 Bonds July 1, 1977
and Subject Properties
25
23
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978
Bonds and Series OOP
Nos. 1-17 Bonds and
Subject Properties
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9
Bonds and Subject
Properties
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP Nos.
8-21 Bonds and Series
TTP Nos. 1-15 Bonds
and Subject Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8
Bonds, Series LLP Nos.
8-15 Bonds, Series MMP
No. 2 Bonds and Series
OOP No. 18 Bonds and
Subject Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP
Nos. 1-12 Bonds and
1980 Series DP No.
1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983...................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
26
24
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
October 15, 1985.................. Series KKP No. 9 Bonds April 1, 1986
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 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
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 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
27
25
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and March 15, 1992
1989 Series BP No. 2
January 1, 1993................... 1993 Series C April 1, 1993
March 1, 1993..................... 1993 Series E June 30, 1993
March 15, 1993.................... 1993 Series D September 15, 1993
April 1, 1993..................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and September 15, 1993
Amendment of Article
II, Section 5
May 31, 1993...................... 1993 Series J September 15, 1993
September 15, 1993................ 1993 Series K March 1, 1994
March 1, 1994..................... 1994 Series AP June 15, 1994
June 15, 1994..................... 1994 Series BP December 1, 1994
August 15, 1994................... 1994 Series C December 1, 1994
------------------------------------------
(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.
28
26
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as June 15, 1994 providing for
the terms of bonds to be issued thereunder of 1994 Series BP has
heretofore been entered into between the Company and the Trustee and has
been filed in the Office of the Secretary of State of Michigan as a
financing statement on July 1, 1994 (Filing No. 44411B), has been filed
and recorded in the Office of the Interstate Commerce Commission
(Recordation No. 5485-NNNN) on July 1, 1994, and has been recorded as a
real estate mortgage in the offices of the respective Register of Deeds of
certain counties in the State of Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------------------------------------------- -------------- --------- ---------
Genesee.................................... July 5, 1994 3052 811-834
Huron...................................... July 1, 1994 630 333-356
Ingham..................................... July 1, 1994 2191 854-877
Lapeer..................................... July 1, 1994 0864 0459-0482
Lenawee.................................... July 1, 1994 1319 901-924
Livingston................................. July 1, 1994 1843 0672-0695
Macomb..................................... July 1, 1994 06381 684-707
Mason...................................... July 1, 1994 442 90-113
Monroe..................................... July 1, 1994 1390 0931-0954
Oakland.................................... July 20, 1994 14843 827-850
St. Clair.................................. July 5, 1994 1361 599-622
Sanilac.................................... July 1, 1994 459 74-97
Tuscola.................................... July 6, 1994 661 391-414
Washtenaw.................................. July 1, 1994 2997 527-550
Wayne...................................... July 1, 1994 27471 444-467
29
27
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as August 15, 1994 providing for
the terms of bonds to be issued thereunder of 1994 Series C has heretofore
been entered into between the Company and the Trustee and has been filed
in the Office of the Secretary of State of Michigan as a financing
statement on August 16, 1994 (Filing No. 46000B), has been filed and
recorded in the Office of the Interstate Commerce Commission (Recordation
No. 5485-OOOO) on August 16, 1994, and has been recorded as a real estate
mortgage in the offices of the respective Register of Deeds of certain
counties in the State of Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGES
----------------------------------------- ---------------- --------- ---------
Genesee.................................. August 16, 1994 3068 11-33
Huron.................................... August 16, 1994 632 650-672
Ingham................................... August 16, 1994 2202 288-310
Lapeer................................... August 16, 1994 0869 0936-0958
Lenawee.................................. August 16, 1994 1325 559-581
Livingston............................... August 16, 1994 1855 0990-1012
Macomb................................... August 16, 1994 06425 191-213
Mason.................................... August 16, 1994 443 561-583
Monroe................................... August 16, 1994 1398 0968-0990
Oakland.................................. August 16, 1994 14910 248-270
St. Clair................................ August 16, 1994 1370 957-979
Sanilac.................................. August 16, 1994 460 661-683
Tuscola.................................. August 16, 1994 662 1224-1246
Washtenaw................................ August 16, 1994 3016 827-849
Wayne.................................... August 16, 1994 27560 686-708
30
28
RECORDING OF All the bonds of Series A which were issued under the Original
CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H,
OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos.
FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981
Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985
Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2 and 1989 Series A
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 and June 15, 1989 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 declared and provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for and
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no provision of
SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is
TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the
ACT provisions of Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY
COUNTERPARTS. NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO
BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE
AND THE SAME INSTRUMENT.
31
29
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS TRUST
COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE
CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS,
VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT
TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED
BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
------------------------------
L. L. Loomans
Vice President and Treasurer
EXECUTION. Attest:
----------------------------------
Ronald J. Gdowski
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
-----------------------------------
Jack L. Somers
-----------------------------------
Cathy M. Lewis
STATE OF MICHIGAN SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of December, 1994, before me, the subscriber, a Notary
OF EXECUTION Public within and for the County of Wayne, in the State of Michigan,
BY COMPANY. personally appeared L. L. Loomans, to me personally known, who, being by
me duly sworn, did say that he does business at 2000 Second Avenue,
Detroit, Michigan 48226 and is the Vice President and Treasurer of THE
DETROIT EDISON COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the corporate seal of the
said corporation and that the seal affixed to said instrument is the
corporate seal of said corporation; and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like authority; and
said L. L. Loomans, acknowledged said instrument to be the free act and
deed of said corporation.
------------------------------------
(Notarial Seal) Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
32
30
BANKERS TRUST COMPANY,
(Corporate Seal) By
---------------------
Robert Caporale
Vice President
Attest:
-------------------------------
M. Lisa Morrone
Assistant Vice President
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
-------------------------------
Scott Thiel
-------------------------------
Denise Mitchell
STATE OF NEW YORK SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this day of December, 1994, before me, the subscriber, a Notary
OF EXECUTION Public within and for the County of New York, in the State of New York,
BY TRUSTEE. personally appeared Robert Caporale, to me personally known, who, being by
me duly sworn, did say that his business office is located at Four Albany
Street, New York, New York 10015, and he is Vice President of BANKERS
TRUST COMPANY, one of the corporations described in and which executed the
foregoing instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is the corporate
seal of said corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of Directors and
that he subscribed his name thereto by like authority; and said Robert
Caporale acknowledged said instrument to be the free act and deed of said
corporation.
(Notarial Seal)
-----------------------------------
Karen J. Morena
Notary Public, State of New York
No. 41-4991083
Qualified in Queens County
Certificate Filed in New York County
Commission Expires 1-21-96
33
31
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO L. L. Loomans, being duly sworn, says: that he is the Vice President
CONSIDERATION and Treasurer of THE DETROIT EDISON COMPANY, the Mortgagor named in the
AND GOOD FAITH. 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.
-----------------
L. L. Loomans
Sworn to before me this day of
December, 1994
/s/ JUDITH THUN
--------------------------
Judith Thun, Notary Public
Wayne County, MI
My Commission Expires March 4, 1995
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue,
Detroit, Michigan 48226