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EXHIBIT 4-171
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of July 15, 1989
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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. 10, DUE SEPTEMBER 1,
2019
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Bonds to be Series KKP No. 10...................................... 5
Further assurance.................................................. 5
Authorization of Supplemental Indenture............................ 5
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF TWO HUNDRED SEVENTY-EIGHTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 10
Sec. 1. Terms of Bonds of Series KKP No. 10.......................... 6
Sec. 2. Redemption of Bonds of Series KKP No. 10..................... 7
Exchange and transfer........................................ 7
Sec. 3. Consent...................................................... 8
Sec. 4. Form of Bonds of Series KKP No. 10........................... 9
Form of Trustee's Certificate................................ 13
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 13
Recording and filing of Supplemental Indentures...................... 13
Recording of Certificates of Provision for Payment................... 17
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 17
PART IV.
MISCELLANEOUS
Execution in Counterparts............................................ 18
Testimonium.......................................................... 18
Execution............................................................ 18
Acknowledgements..................................................... 19
Affidavit as to consideration and good faith......................... 20
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of July, in the
year one thousand nine hundred and eighty-nine, 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 and
June 15, 1989 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 Four billion nine hundred
ISSUED. thirty-eight million one hundred seventy-one thousand dollars
($4,938,171,000) have heretofore been issued under the Indenture as
follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(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,
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(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series BB -- Principal Amount $50,000,000,
(20) Bonds of Series CC -- Principal Amount $50,000,000,
(21-28) Bonds of Series DDP Nos. 1-8 -- Principal Amount $6,400,000,
(29-38) Bonds of Series FFR Nos. 1-10 -- Principal Amount $5,800,000,
(39-52) Bonds of Series GGP Nos. 1-6 and
8-15 -- Principal Amount $7,960,000,
(53-64) Bonds of Series IIP Nos. 1-6 and
8-13 -- Principal Amount $450,000,
(65-70) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(71-76) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(77-88) Bonds of Series LLP Nos. 1-6 and
8-13 -- Principal Amount $4,760,000,
(89-100) Bonds of Series NNP Nos. 1-6 and
8-13 -- Principal Amount $7,950,000,
(101-107) Bonds of Series OOP Nos. 1-7 -- Principal Amount $2,345,000,
(108-119) Bonds of Series QQP Nos. 1-7 and
10-14 -- Principal Amount $7,075,000,
(120-125) Bonds of Series TTP Nos. 1-6 -- Principal Amount $330,000,
(126) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(127-133) Bonds of 1980 Series CP Nos. 1-4
and 13-15 -- Principal Amount $2,560,000,
(134-137) Bonds of 1980 Series DP Nos. 1-4 -- Principal Amount $740,000,
(138-140) Bonds of 1981 Series AP Nos. 1-3 -- Principal Amount $2,400,000,
all of which have either been retired and cancelled, or no longer represent
obligations of the Company, having been called for redemption and funds necessary
to effect the payment, redemption and retirement thereof having been deposited with
the Trustee as a special trust fund to be applied for such purpose;
(141) 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;
(142) 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;
(143) Bonds of Series T in the principal amount of Seventy-five million dollars
($75,000,000), all of which are outstanding at the date hereof;
(144) Bonds of Series U in the principal amount of Seventy-five million dollars
($75,000,000), all of which are outstanding at the date hereof;
(145) Bonds of Series V in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(146) Bonds of Series X in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(147) Bonds of Series Y in the principal amount of Sixty million dollars
($60,000,000), all of which are outstanding at the date hereof;
(148) Bonds of Series Z in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(149) Bonds of Series AA in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(150) Bonds of Series DDP No. 9 in the principal amount of Seven million nine hundred
five thousand dollars ($7,905,000), of which Eight hundred thousand dollars ($800,000)
principal amount have heretofore been retired and Seven million one hundred five thousand
dollars ($7,105,000) principal amount are outstanding at the date hereof;
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(151) Bonds of Series EE in the principal amount of Fifty million dollars ($50,000,000),
of which Twenty-five million dollars ($25,000,000) principal amount have heretofore been
retired and Twenty-five million dollars ($25,000,000) principal amount are outstanding at
the date hereof;
(152-155) Bonds of Series FFR Nos. 11-14 in the principal amount of Thirty-nine million
eight hundred thousand dollars ($39,800,000), all of which are outstanding at the date
hereof;
(156-163) Bonds of Series GGP Nos. 7 and 16-22 in the principal amount of Thirty-four million
three hundred forty thousand dollars ($34,340,000), of which Two million four hundred
thousand dollars ($2,400,000) principal amount have heretofore been retired and Thirty-one million
nine hundred forty thousand dollars ($31,940,000) principal amount are outstanding at the
date hereof;
(164) Bonds of Series HH in the principal amount of Fifty million dollars ($50,000,000), all of
which are outstanding at the date hereof;
(165-166) Bonds of Series MMP and MMP No. 2 in the principal amount of Five million four hundred
thirty thousand dollars ($5,430,000), of which One million ninety thousand dollars ($1,090,000)
principal amount have heretofore been retired and Four million three hundred forty thousand
dollars ($4,340,000) principal amount are outstanding at the date hereof;
(167-176) Bonds of Series IIP Nos. 7 and 14-22 in the principal amount of Three million three hundred
thousand dollars ($3,300,000), of which One hundred ten thousand dollars principal amount have
heretofore been retired and Three million one hundred ninety thousand dollars ($3,190,000)
principal amount are outstanding at the date hereof;
(177-178) Bonds of Series JJP Nos. 7-8 in the principal amount of Six million one hundred sixty
thousand dollars ($6,160,000), of which Three hundred fifty thousand dollars ($350,000)
principal amount have heretofore been retired and Five million eight hundred ten thousand
dollars ($5,810,000) are outstanding at the date hereof;
(179-181) Bonds of Series KKP Nos. 7-9 in the principal amount of Thirty-three million three
hundred thousand dollars ($33,300,000), of which Seven hundred ten thousand dollars
($710,000) principal amount have heretofore been retired and Thirty-two million five hundred
ninety thousand dollars ($32,590,000) are outstanding at the date hereof;
(182-184) Bonds of Series LLP Nos. 7 and 14-15 in the principal amount of Four million ninety
thousand dollars ($4,090,000), of which Two million five hundred thirty-five thousand dollars
($2,535,000) principal amount have heretofore been retired and One million five hundred fifty-
five thousand dollars ($1,555,000) principal amount are outstanding at the date hereof;
(185-193) Bonds of Series NNP Nos. 7 and 14-21 in the principal amount of Forty million
($40,000,000), of which One million six hundred fifty thousand dollars ($1,650,000)
principal amount have heretofore been retired and Thirty-eight million three hundred fifty
thousand dollars ($38,350,000) principal amount are outstanding at the date hereof;
(194-204) Bonds of Series OOP Nos. 8-18 in the principal amount of Sixteen million five hundred
thirty-five thousand dollars ($16,535,000), of which Two hundred thousand dollars ($200,000)
principal amount have heretofore been retired and Sixteen million three hundred thirty-five
thousand dollars ($16,335,000) are outstanding at the date hereof;
(205) Bonds of Series PP in the principal amount of Seventy million dollars ($70,000,000), all
of which are outstanding at the date hereof;
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(206-212) Bonds of Series QQP Nos. 8-9 and 15-19 in the principal amount
of Six million five hundred seventy-five thousand dollars ($6,575,000),
all of which are outstanding at the date hereof;
(213) Bonds of Series RR in the principal amount of Seventy million dollars
($70,000,000), all of which are outstanding at the date hereof;
(214) Bonds of Series SS in the principal amount of One hundred fifty million
dollars ($150,000,000), of which Fifty million dollars ($50,000,000) principal
amount have heretofore been retired and One hundred million dollars ($100,000,000)
principal amount are outstanding at the date hereof;
(215-223) Bonds of Series TTP Nos. 7-15 in the principal amount of Three million
four hundred seventy thousand dollars ($3,470,000), all of which are outstanding
at the date hereof;
(224) Bonds of Series UU in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(225) Bonds of 1980 Series B in the principal amount of One hundred million dollars
($100,000,000), of which Fifty-three million two hundred thousand dollars ($53,200,000)
principal amount have heretofore been retired and Forty-six million eight hundred
thousand dollars ($46,800,000) principal amount are outstanding at the date hereof;
(226-243) Bonds of 1980 Series CP Nos. 5-12 and 16-25 in the principal amount of Thirty-
two million four hundred forty thousand dollars ($32,440,000), all of which are
outstanding at the date hereof;
(244-250) Bonds of 1980 Series DP Nos. 5-11 in the principal amount of Ten million ten
thousand dollars ($10,010,000), all of which are outstanding at the date hereof;
(251-263) Bonds of 1981 Series AP Nos. 4-16 in the principal amount of One hundred twenty-
one million six hundred thousand dollars ($121,600,000), all of which are outstanding at the
date hereof;
(264) Bonds of 1984 Series AP in the principal amount of Two million four hundred thousand
dollars ($2,400,000), all of which are outstanding at the date hereof;
(265) Bonds of 1984 Series BP in the principal amount of Seven million seven hundred fifty
thousand dollars ($7,750,000), all of which are outstanding at the date hereof;
(266) Bonds of 1985 Series A in the principal amount of Thirty-five million dollars
($35,000,000), all of which are outstanding at the date hereof;
(267) Bonds of 1985 Series B in the principal amount of Fifty million dollars ($50,000,000),
all of which are outstanding at the date hereof;
(268) Bonds of 1986 Series A in the principal amount of Two hundred million dollars
($200,000,000), all of which are outstanding at the date hereof;
(269) Bonds of 1986 Series B in the principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date hereof;
(270) Bonds of 1986 Series C in the principal amount of Two hundred million dollars
($200,000,000), all of which are outstanding at the date hereof;
(271) Bonds of 1987 Series A in the principal amount of Three hundred million dollars
($300,000,000), all of which are outstanding at the date hereof;
(272) Bonds of 1987 Series B in the principal amount of One hundred seventy-five
million dollars ($175,000,000), all of which are outstanding at the date hereof;
(273) Bonds of 1987 Series C in the principal amount of Two hundred twenty-five
million dollars ($225,000,000), all of which are outstanding at the date hereof;
(274) Bonds of 1987 Series D in the principal amount of Two hundred fifty million
dollars ($250,000,000), all of which are outstanding at the date hereof;
(275) Bonds of 1987 Series E in the principal amount of One hundred fifty million
dollars ($150,000,000), all of which are outstanding at the date hereof;
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(276) Bonds of 1987 Series F in the principal amount of Two hundred million
dollars ($200,000,000), all of which are outstanding at the date hereof; and
(277) Bonds of 1989 Series A in the principal amount of Three hundred million
dollars ($300,000,000), all of which are outstanding at the date hereof;
and, accordingly, of the bonds so issued, Three billion eight hundred seventy-
two million sixty thousand dollars ($3,872,060,000) principal amount are
outstanding at the date hereof; and
REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to issue and sell
CREATION OF $30,000,000 principal amount of its Pollution Control Revenue Bonds (The
NEW SERIES. Detroit Edison Company Monroe and Fermi Plants Project), Collateralized
Series I-1989 so as to provide funds for the purchase and construction of
certain pollution control facilities installed in the Company's Fermi 2
Plant; and
WHEREAS, the Company has entered into an Installment Sales Contract,
dated as of March 1, 1977 and amended as of September 1, 1979, October 15,
1985 and July 1, 1989 with the County of Monroe, in order to purchase
certain pollution control facilities, and pursuant to such Installment
Sales Contract 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; and
WHEREAS, for such purposes the Company desires to issue a new series of
bonds to be issued under the Indenture and to be authenticated and
delivered pursuant to Section 8 of Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture to create
SERIES KKP such new series of bonds, to be designated "General and Refunding Mortgage
NO. 10 Bonds, Series KKP No. 10"; 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;
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:
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PART I.
CREATION OF TWO HUNDRED SEVENTY-EIGHTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 10
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred seventy-eighth
OF BONDS OF series of bonds to be issued under and secured by the Original Indenture
SERIES KKP as amended to date and as further amended by this Supplemental Indenture,
NO. 10 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.
10" (elsewhere herein referred to as the "bonds of Series KKP No. 10").
The aggregate principal amount of bonds of Series KKP No. 10 shall be
limited to Thirty million dollars ($30,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
Each bond of Series KKP No. 10 is to be irrevocably assigned to, and
registered in the name of, 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 and July 1, 1989 (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-1989 (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 and as of July
1, 1989 (hereinafter called the "Monroe Contract"), between the Company
and Monroe.
The bonds of Series KKP No. 10 shall be issued as registered bonds
without coupons in denominations of a multiple of $5,000. The bonds of
Series KKP No. 10 shall be issued in the aggregate principal amount of
$30,000,000, shall mature on September 1, 2019 and shall bear interest,
payable semi-annually on March 1 and September 1 of each year (commencing
March 1, 1990), at the rate of 7.30%, 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. 10 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.
10 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 Series KKP No. 10 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. 10, 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
September 1, 1989, in which case interest shall be payable from July 1,
1989.
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The bonds of Series KKP No. 10 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. 10). Until bonds of Series KKP No. 10 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. 10 in temporary form, as provided in
Section 10 of Article II of the Indenture. Temporary bonds of Series KKP
No. 10, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds of Series KKP
No. 10, 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. 10 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. 10 shall in the same manner
be exchangeable for a like aggregate principal amount of bonds of Series
KKP No. 10 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. 10, during any period of ten days
next preceding any redemption date for such bonds.
Bonds of Series KKP No. 10, 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. 10 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.
REDEMPTION SECTION 2. Bonds of Series KKP No. 10 shall be redeemed on the
OF BONDS respective dates and in the respective principal amounts which correspond
OF SERIES KKP to the redemption dates for, and the principal amounts to be redeemed of,
NO. 10 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. 10 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. 10 on the same
date as it gives notice of redemption of Monroe Revenue Bonds to the
Monroe Trust Indenture Trustee.
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REDEMPTION SECTION 3. In the event of an Event of Default under the Monroe Trust
OF BONDS OF Indenture and the acceleration of all Monroe Revenue Bonds, the bonds of
SERIES KKP Series KKP No. 10 shall be redeemable in whole upon receipt by the Trustee
NO. 10 IN EVENT of a written demand (hereinafter called a "Redemption Demand") from the
OF 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. 10 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.
CONSENT. SECTION 4. The holders of the bonds of Series KKP No. 10, by their
acceptance of and holding thereof, consent and agree that bonds of any
series may be issued which mature on a date or dates later than October 1,
2024 and also consent to the deletion from the first paragraph of Section
5 of Article II of the Indenture of the phrase "but in no event later than
October 1, 2024". Such holders further agree that (a) such consent shall,
for all purposes of Article XV of the Indenture and without further action
on the part of such holders, be deemed the affirmative vote of such
holders at any meeting called pursuant to said Article XV for the purpose
of approving such deletion, and (b) such deletion shall become effective
at such time as not less than eighty-five per cent (85%) in principal
amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 4, or in
writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
11
9
FORM OF BONDS SECTION 5. The bonds of Series KKP No. 10 and the form of Trustee's
OF SERIES KKP Certificate to be endorsed on such bonds shall be substantially in the
NO. 10. following forms, respectively:
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 10, 7.30% DUE SEPTEMBER 1, 2019
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 and
July 1, 1989 between the County of Monroe, Michigan and 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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to Manufacturers National Bank of Detroit, as trustee, or
registered assigns, at the Company's office or agency in the Borough of
Manhattan, The City and State of New York, the principal sum of
dollars ($ ) 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 July 1,
1989, 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, 1990), 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 and July 1, 1989 (hereinafter called
the "Monroe Trust Indenture"), between the County of Monroe, Michigan
(hereinafter called "Monroe"), and Manufacturers National Bank of Detroit,
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-1989
(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,
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.
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.
12
10
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Attest: President
........................
Secretary
[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. 10,
limited to an aggregate principal amount of $30,000,000, except as
otherwise provided in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be issued under, and are
all equally and ratably secured (except insofar as any sinking,
amortization, improvement or analogous fund, established in accordance
with the provisions of the Indenture hereinafter mentioned, may afford
additional security for the bonds of any particular series and except as
provided in Section 3 of Article VI of said Indenture) by an Indenture,
dated as of October 1, 1924, duly executed by the Company to Bankers Trust
Company, a corporation of the State of New York, as Trustee, to which
Indenture and all indentures supplemental thereto (including the
Supplemental Indenture dated as of July 15, 1989) 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 July 15, 1989, 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.
13
11
The holders of the bonds of Series KKP No. 10, by their acceptance of
and holding thereof, consent and agree that bonds of any series may be
issued which mature on a date or dates later than October 1, 2024 and also
consent to the deletion from the first paragraph of Section 5 of Article
II of the Indenture of the phrase "but in no event later than October 1,
2024,". Such holders further agree that (a) such consent shall, for all
purposes of Article XV of the Indenture and without further action on the
part of such holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the purpose of
approving such deletion, and (b) such deletion shall become effective at
such time as not less than eighty-five per cent (85%) in principal amount
of bonds outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 4 of Part I of the
Supplemental Indenture dated as of July 15, 1989, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or
by any combination thereof.
This bond is redeemable 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. 10 (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.
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. 10 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.
14
12
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
15
13
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein,
TRUSTEE'S described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate mortgage and
filed as a chattel mortgage in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has been recorded as
a real estate mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture dated as of
May 1, 1974, has been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. financing statement in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan, the Office of the Scretary 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
16
14
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
17
15
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
18
16
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 Janaury 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
------------------------------------------
(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.
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of June 15, 1989 providing
for the terms of bonds to be issued thereunder of 1989 Series A has
heretofore been entered into between the Company and the Trustee and has
been filed in the Office of the Secretary of State of Michigan as a
financing statement on June 26, 1989 (Filing No. 95793A), has been filed
and recorded in the Office of the Interstate Commerce Commission
(Recordation No. 5485-MMM), and has been recorded as a real estate
mortgage in the offices of the respective Register of Deeds of certain
counties in the State of Michigan, as follows:
LIBER
OF
MORTGAGES
OR
COUNTY
COUNTY RECORDED RECORDS PAGE
-------------------------------- ------------- ------ ----------
Genesee......................... June 26, 1989 2515 559-581
Huron........................... June 26, 1989 525 420-442
Ingham.......................... June 26, 1989 1762 166-188
Lapeer.......................... June 26, 1989 663 562-584
Lenawee......................... June 26, 1989 1098 723-745
Livingston...................... June 26, 1989 1350 936-958
Macomb.......................... June 26, 1989 04671 742-764
Mason........................... June 26, 1989 381 750-772
Monroe.......................... June 26, 1989 1082 0466-0488
Oakland......................... June 26, 1989 10955 346-368
Sanilac......................... June 26, 1989 403 718-740
St. Clair....................... June 26, 1989 932 735-757
Tuscola......................... June 26, 1989 593 1035-1057
Washtenaw....................... June 26, 1989 2326 425-447
Wayne........................... June 26, 1989 24229 673-695
19
17
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, BB, CC, DDP Nos. 1-7, FFR Nos. 1-10, GGP
FOR PAYMENT. Nos. 1-6 and 8-15, IIP Nos. 1-6 and 8-13, JJP Nos. 1-6, KKP Nos. 1-6, LLP
Nos. 1-6 and 8-13, NNP Nos. 1-6 and 8-13, OOP Nos. 1-7, QQP Nos. 1-7 and
10-14 and TTP Nos. 1-6, 1980 Series A, 1980 Series CP Nos. 1-4 and 13-15,
1980 Series DP Nos. 1-4 and 1981 Series AP No. 1-3 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, October 1, 1974, January 15, 1975, November 1, 1975, February 1,
1976, June 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, October 1, 1977, June 1, 1978, October 1, 1977, July 1,
1979, January 1, 1980, August 15, 1980 and November 1, 1981 have matured
or have been called for redemption and funds sufficient for such payment
or redemption have been irrevocably deposited with the Trustee for that
purpose; and Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain counties in
the State of Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1
and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for and
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
20
18
PART IV.
MISCELLANEOUS.
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.
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 or Treasurers and impressed
with their respective corporate seals, attested by their respective
Secretaries or Assistant Secretaries, all as of the day and year first
above written.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ L. L. LOOMANS
---------------------------
L. L. Loomans
Treasurer
EXECUTION. Attest:
/s/ ELAINE M. GODFREY
---------------------------
Elaine M. Godfrey
Assistant Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
/s/ PEARL KOTTER
---------------------------
Pearl Kotter
/s/ BETTY M. HANSEN
---------------------------
Betty M. Hansen
(Corporate Seal)
BANKERS TRUST COMPANY,
--------------------------
By /s/ BARBARAJOINER
Barbara A. Joiner
Vice President
Attest:
/s/ SANDRA SHIRLEY
---------------------------
Sandra Shirley
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC M. HAWNER
---------------------------
Eric M. Hawner
/s/ TODD A. GASPER
---------------------------
Todd A. Gasper
21
19
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
ACKNOWLEDGMENT On this 19th day of July, 1989, before me, the subscriber, a Notary Public
OF EXECUTION within and for the County of Wayne, in the State of Michigan, personally
BY COMPANY. 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 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.
/s/ JANET A. SCULLEN
-------------------------------
(Notarial Seal) Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires July 31, 1989
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
ACKNOWLEDGMENT On this 18th day of July, 1989, before me, the subscriber, a Notary Public
OF EXECUTION within and for the County of New York, in the State of New York,
BY TRUSTEE. personally appeared Barbara A. Joiner, to me personally known, who, being
by me duly sworn, did say that she does business at Four Albany Street,
New York, New York 10015, and is Vice President of BANKERS TRUST COMPANY,
one of the corporations described in and which executed the foregoing
instrument; that she 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 she
subscribed her name thereto by like authority; and said Barbara A. Joiner
acknowledged said instrument to be the free act and deed of said
corporation.
(Notarial Seal)
/s/ DESIREE MARSHALL
-------------------------------
Desiree Marshall
Notary Public, State of New York
No. 24-4885294
Qualified in Kings County
Certificate filed in New York County
Commission Expires February 17, 1991
22
20
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
AFFIDAVIT AS TO L. L. Loomans, being duly sworn, says: that he is the Treasurer of THE
CONSIDERATION DETROIT EDISON COMPANY, the Mortgagor named in the foregoing instrument,
AND GOOD FAITH. and that he has knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the consideration for
said instrument was and is actual and adequate, and that the same was
given in good faith for the purposes in such instrument set forth.
/s/ L. L. LOOMANS
------------------------
L. L. Loomans
Sworn to before me this 19th day of
July, 1989
/s/ JANET A. SCULLEN
-------------------------------
Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires July 31, 1989
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue,
Detroit, Michigan 48226