1
EXHIBIT 4-173
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
------------------------
INDENTURE
Dated as of February 15, 1990
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES A AND 1990 SERIES D, DUE MARCH 31, 2020,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES B AND 1990 SERIES E, DUE MARCH 31, 2016,
(C) 1990 SERIES C AND 1990 SERIES F, DUE MARCH 31, 2014
AND
(D) RECORDING AND FILING DATA
2
i
TABLE OF CONTENTS*
------------------------
PAGE
---
PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Bonds to be 1990 Series A/1990 Series D, 1990 Series B/1990 Series
E, and 1990 Series C/1990 Series F.............................. 5
Further assurance.................................................. 5
Authorization of Supplemental Indenture............................ 5
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF TWO HUNDRED EIGHTY-FIRST
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES A
Sec. 1. Terms of Bond of 1990 Series A............................... 7
Sec. 2. Redemption of 1990 Series A Bond............................. 8
Sec. 3. Exchange..................................................... 9
Sec. 4. Consent...................................................... 9
Sec. 5. Form of 1990 Series A Bond................................... 9
Form of Trustee's Certificate................................ 13
PART II.
CREATION OF TWO HUNDRED EIGHTY-SECOND
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES D
Sec. 1. Terms of Bonds of 1990 Series D.............................. 14
Sec. 2. Redemption of Bonds of 1990 Series D......................... 15
Exchange and transfer........................................ 17
Sec. 3. Consent...................................................... 17
Sec. 4. Form of Bonds of 1990 Series D............................... 18
Form of Trustee's Certificate................................ 21
PART III.
CREATION OF TWO HUNDRED EIGHTY-THIRD
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES B
Sec. 1. Terms of Bond of 1990 Series B............................... 22
Sec. 2. Redemption of 1990 Series B Bond............................. 23
Sec. 3. Exchange..................................................... 24
Sec. 4. Consent...................................................... 24
Sec. 5. Form of 1990 Series B Bond................................... 25
Form of Trustee's Certificate................................ 30
3
ii
PAGE
---
PART IV.
CREATION OF TWO HUNDRED EIGHTY-FOURTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES E
Sec. 1. Terms of Bonds of 1990 Series E.............................. 31
Sec. 2. Redemption of Bonds of 1990 Series E......................... 32
Exchange and transfer........................................ 34
Sec. 3. Consent...................................................... 34
Sec. 4. Form of Bonds of 1990 Series E............................... 35
Form of Trustee's Certificate................................ 38
PART V.
CREATION OF TWO HUNDRED EIGHTY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES C
Sec. 1. Terms of Bond of 1990 Series C............................... 39
Sec. 2. Redemption of 1990 Series C Bond............................. 40
Sec. 3. Exchange..................................................... 41
Sec. 4. Consent...................................................... 41
Sec. 5. Form of 1990 Series C Bond................................... 42
Form of Trustee's Certificate................................ 47
PART VI.
CREATION OF TWO HUNDRED EIGHTY-SIXTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES F
Sec. 1. Terms of Bonds of 1990 Series F.............................. 48
Sec. 2. Redemption of Bonds of 1990 Series F......................... 49
Exchange and transfer........................................ 51
Sec. 3. Consent...................................................... 51
Sec. 4. Form of Bonds of 1990 Series F............................... 52
Form of Trustee's Certificate................................ 55
PART VII.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 56
Recording and filing of Supplemental Indentures...................... 56
Recording of Certificates of Provision for Payment................... 60
PART VIII.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 60
PART IX.
MISCELLANEOUS
Execution in Counterparts............................................ 61
Testimonium.......................................................... 61
Execution............................................................ 61
Acknowledgements..................................................... 62
Affidavit as to consideration and good faith......................... 63
------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
4
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of February, in the
year one thousand nine hundred and ninety, 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 and December 1, 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 Five billion forty-four million
ISSUED. four hundred eighty-one thousand dollars ($5,044,481,000) 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,
5
2
(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,
(29-39) Bonds of Series FFR Nos. 1-11 -- Principal Amount $6,500,000,
(40-53) Bonds of Series GGP Nos. 1-6 and
8-15 -- Principal Amount $7,960,000,
(54-65) Bonds of Series IIP Nos. 1-6 and
8-13 -- Principal Amount $450,000,
(66-71) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(72-77) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(78-89) Bonds of Series LLP Nos. 1-6 and
8-13 -- Principal Amount $4,760,000,
(90-101) Bonds of Series NNP Nos. 1-6 and
8-13 -- Principal Amount $7,950,000,
(102-109) Bonds of Series OOP Nos. 1-8 -- Principal Amount $2,680,000,
(110-121) Bonds of Series QQP Nos. 1-7 and
10-14 -- Principal Amount $7,075,000,
(122-127) Bonds of Series TTP Nos. 1-6 -- Principal Amount $330,000,
(128) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(129-137) Bonds of 1980 Series CP Nos. 1-5
and 13-16 -- Principal Amount $3,250,000,
(138-142) Bonds of 1980 Series DP Nos. 1-5 -- Principal Amount $925,000,
(143-146) Bonds of 1981 Series AP Nos. 1-4 -- Principal Amount $3,200,000,
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;
(147) 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;
(148) 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;
(149) 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;
(150) 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;
(151) 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;
(152) 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;
(153) Bonds of Series Y in the principal amount of Sixty million dollars
($60,000,000), all of which are outstanding at the date hereof;
(154) 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;
(155) 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;
(156) Bonds of Series DDP No. 9 in the principal amount of Seven million nine
hundred five thousand dollars ($7,905,000), of which One million six hundred
thousand dollars ($1,600,000) principal amount have heretofore been retired and
Six million three hundred five thousand dollars ($6,305,000) principal amount
are outstanding at the date hereof;
6
3
(157) Bonds of Series EE in the principal amount of Fifty million dollars
($50,000,000), of which Thirty million dollars ($30,000,000) principal amount
have heretofore been retired and Twenty million dollars ($20,000,000) principal
amount are outstanding at the date hereof;
(158-160) Bonds of Series FFR Nos. 12-14 in the principal amount of Thirty-nine
million one hundred thousand dollars ($39,100,000), all of which are outstanding
at the date hereof;
(161-168) 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;
(169) Bonds of Series HH in the principal amount of Fifty million dollars ($50,000,000),
all of which are outstanding at the date hereof;
(170-171) 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 two hundred
thirty-five thousand dollars ($1,235,000) principal amount have heretofore been
retired and Four million one hundred ninety-five thousand dollars ($4,195,000)
principal amount are outstanding at the date hereof;
(172-181) 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 ($110,000) 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;
(182-183) 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;
(184-188) Bonds of Series KKP Nos. 7-11 in the principal amount of Seventy-three
million forty-five thousand dollars ($73,045,000), of which Seven hundred ten
thousand dollars ($710,000) principal amount have heretofore been retired and
Seventy-two million three hundred thirty-five thousand dollars ($72,335,000) are
outstanding at the date hereof;
(189-191) 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;
(192-200) 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;
(201-210) Bonds of Series OOP Nos. 9-18 in the principal amount of Sixteen million two
hundred thousand dollars ($16,200,000), of which Two hundred forty thousand dollars
($240,000) principal amount have heretofore been retired and Fifteen million nine
hundred sixty thousand dollars ($15,960,000) are outstanding at the date hereof;
(211) Bonds of Series PP in the principal amount of Seventy million dollars
($70,000,000), all of which are outstanding at the date hereof;
(212-218) 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;
7
4
(219) Bonds of Series RR in the principal amount of Seventy million dollars
($70,000,000), all of which are outstanding at the date hereof;
(220) 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;
(221-229) 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;
(230) 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;
(231) 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;
(232-247) Bonds of 1980 Series CP Nos. 6-12 and 17-25 in the principal amount of
Thirty-one million seven hundred fifty thousand dollars ($31,750,000), all of which are
outstanding at the date hereof;
(248-253) Bonds of 1980 Series DP Nos. 6-11 in the principal amount of Nine million eight
hundred twenty-five thousand dollars ($9,825,000), all of which are outstanding at the
date hereof;
(254-265) Bonds of 1981 Series AP Nos. 5-16 in the principal amount of One hundred
twenty million eight hundred thousand dollars ($120,800,000), all of which are
outstanding at the date hereof;
(266) 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;
(267) 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;
(268) 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;
(269) 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;
(270) 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;
(271) 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;
(272) 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;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) 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;
8
5
(279) 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
(280) 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;
and, accordingly, of the bonds so issued, Three billion nine hundred sixty-nine
million six hundred seventy-five thousand dollars ($3,969,675,000) principal
amount are outstanding at the date hereof; and
REASON FOR WHEREAS, the Company is purchasing the undivided ownership interest of Wolverine
CREATION OF Power Supply Cooperative, Inc. in Fermi 2 and related nuclear fuel, materials and
NEW SERIES. supplies and for this purpose desires to issue new series of bonds as final payment
of the purchase price; such bonds to be issued under the Indenture in the aggregate
principal amount of Five hundred thirty-seven million and fifty-six thousand dollars
($537,056,000) to be authenticated and delivered pursuant to Section 4 of Article III
of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture to create such new series
1990 SERIES A/ of bonds, to be designated "General and Refunding Mortgage Bond, 1990 Series A",
1990 SERIES D, "General and Refunding Mortgage Bond, 1990 Series B", "General and Refunding Mortgage
1990 SERIES B/ Bond, 1990 Series C", "General and Refunding Mortgage Bonds, 1990 Series D", "General
1990 SERIES E AND and Refunding Mortgage Bonds, 1990 Series E" and "General and Refunding Mortgage Bonds,
1990 SERIES C/ 1990 Series F"; and to provide for the exchange of: (1) General and Refunding Mortgage
1990 SERIES F. Bonds, 1990 Series A for General and Refunding Mortgage Bonds, 1990 Series D; (2) General
and Refunding Mortgage Bonds, 1990 Series B for General and Refunding Mortgage Bonds, 1990
Series E; and (3) General and Refunding Mortgage Bonds, 1990 Series C for General and
Refunding Mortgage Bonds, 1990 Series F; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the property subject to
ASSURANCE. 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 convenanted 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 conferred upon and
OF SUPPLEMENTAL reserved to it under and by virtue of the provisions of the Indenture, and pursuant to
INDENTURE. resolutions of its Board of Directors has duly resolved and determined to make, execute
and deliver to the Trustee a supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture
a valid and legally binding instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery hereof have been in all respects
duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison Company, in
SUPPLEMENTAL consideration of the premises and of the covenants contained in the Indenture and
INDENTURE. 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
reciept 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:
9
6
PART I.
CREATION OF TWO HUNDRED EIGHTY-FIRST
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES A
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred eighty-first
OF 1990 SERIES A. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bond, 1990 Series A
(elsewhere herein referred to as the "1990 Series A Bond"). The aggregate
principal amount of the 1990 Series A Bond shall be limited to One hundred
ninety-four million six hundred forty-nine thousand dollars
($194,649,000), except as provided in Section 13 of Article II of the
Original Indenture with respect to exchanges and replacement of bonds. The
1990 Series A Bond shall be a multiple of $1,000.
The 1990 Series A Bond shall be issued as one registered bond without
coupons in the amount of $$194,649,000, which shall bear interest, payable
semi-annually on March 31 and September 30 of each year (commencing March
31, 1990) at the rate of 7.904%, and principal payments shall be made
thereon annually, payable on March 31 of each year (commencing March 31,
1990) as set forth below, until the final payment of principal shall be
made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- ------------
March 31, 1990............................... $6,279,000 $188,370,000
March 31, 1991............................... 6,279,000 182,091,000
March 31, 1992............................... 6,279,000 175,812,000
March 31, 1993............................... 6,279,000 169,533,000
March 31, 1994............................... 6,279,000 163,254,000
March 31, 1995............................... 6,279,000 156,975,000
March 31, 1996............................... 6,279,000 150,696,000
March 31, 1997............................... 6,279,000 144,417,000
March 31, 1998............................... 6,279,000 138,138,000
March 31, 1999............................... 6,279,000 131,859,000
March 31, 2000............................... 6,279,000 125,580,000
March 31, 2001............................... 6,279,000 119,301,000
March 31, 2002............................... 6,279,000 113,022,000
March 31, 2003............................... 6,279,000 106,743,000
March 31, 2004............................... 6,279,000 100,464,000
March 31, 2005............................... 6,279,000 94,185,000
March 31, 2006............................... 6,279,000 87,906,000
March 31, 2007............................... 6,279,000 81,627,000
March 31, 2008............................... 6,279,000 75,348,000
March 31, 2009............................... 6,279,000 69,069,000
March 31, 2010............................... 6,279,000 62,790,000
March 31, 2011............................... 6,279,000 56,511,000
March 31, 2012............................... 6,279,000 50,232,000
March 31, 2013............................... 6,279,000 43,953,000
March 31, 2014............................... 6,279,000 37,674,000
March 31, 2015............................... 6,279,000 31,395,000
March 31, 2016............................... 6,279,000 25,116,000
March 31, 2017............................... 6,279,000 18,837,000
March 31, 2018............................... 6,279,000 12,558,000
March 31, 2019............................... 6,279,000 6,279,000
March 31, 2020............................... 6,279,000 0
10
7
Payments of principal, premium, if any, and interest on the 1990 Series
A Bond shall be made by bank wire transfer in immediately available funds
in lawful money of the United States of America to the bank account of the
registered holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not less than
fifteen (15) days prior to the date such payment shall become due and
payable.
When a semi-annual interest payment date falls on a Saturday, Sunday or
a day on which the Federal Reserve Bank of New York or the Trustee is not
open for business, all payments shall be payable on the first day
thereafter on which the Federal Reserve Bank of New York and the Trustee
are open for business.
The 1990 Series A Bond shall be dated January 3, 1990 and interest shall
be payable from January 3, 1990.
The 1990 Series A Bond in definitive form shall be, at the election of
the Company, fully engraved or shall be lithographed or printed.
The 1990 Series A Bond shall not be subject to or entitled to any
sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series A Bond shall be redeemable prior to stated
1990 SERIES A BOND. maturity, at the election of the Company on any interest payment date, at
redemption prices calculated in accordance with the formula set forth
below on giving notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety (90) days nor
less than thirty (30) days prior to the date fixed for redemption to the
registered holder of the 1990 Series A Bond.
Any such redemption payment shall be equal to one hundred percent (100%)
of the principal so redeemed, plus a prepayment premium, if any, in an
amount equal to one hundred percent (100%) of the amount of interest for
one year on the unpaid principal balance proposed to be redeemed,
multiplied by the ratio which the number of semi-annual payment dates
between the proposed redemption date and the final maturity date of the
series bears to the number of semi-annual payment dates between December
31, 1994 and the final maturity date, plus in each case accrued interest
to the date fixed for redemption. Any partial redemption shall, as the
principal portion of such redemption, be no less than $100,000. No
redemption pursuant to this paragraph shall be credited to, or relieve the
Company to any extent from its obligation to make the principal payments
provided for in Section 1 hereof.
On or before the first day of February or August in each year,
commencing September 1 1990, the Company will deliver to the Trustee a
treasurer's certificate, which shall be irrevocable, specifying the amount
of bonds to be optionally redeemed and the corresponding premium, if any,
and accrued interest on such bonds on the next ensuing March 31 or
September 30, or the first business day thereafter, respectively. The
Trustee shall, upon the receipt of the treasurer's certificate, cause
notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner herein provided for. Such notice
having been duly given, the redemption of bonds of 1990 Series A shall be
made upon the terms and in the manner and with the effect hereinabove
provided for with respect to redemptions. A treasurer's certificate shall
not be required if no bonds of a series are to be redeemed under this
paragraph.
EXCHANGE. SECTION 3. At the option of the holder, upon written request to both the
Company and the Trustee made at least forty-five (45) days prior to an
interest payment date and subject to the terms of the Indenture and
compliance with applicable securities laws, the 1990 Series A Bond shall
be exchangeable, in whole but not in part, for bonds of 1990 Series D (as
hereinafter described) in an aggregate principal amount equal to the
aggregate amount of unpaid principal which shall remain outstanding on the
1990 Series A Bond as of the date of such exchange. Such exchange shall
occur only on an interest payment date for the 1990 Series A Bond at the
office of the Trustee in the Borough of Manhattan, The City of New York,
The State of New York.
11
8
THE 1990 SERIES A BOND SHALL BEAR A LEGEND STATING THAT SUCH BOND HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") AND THAT AS A CONSEQUENCE SUCH BOND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION,
UNLESS REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION APPLICABLE TO SUCH OFFER, SALE OR OTHER TRANSFER, AND MAY
BEAR SUCH OTHER LEGENDS AS MAY BE NECESSARY TO COMPLY WITH ANY LAW OR WITH
ANY RULES OR REGULATIONS MADE PURSUANT THERETO.
CONSENT. SECTION 4. THE HOLDER OF THE 1990 SERIES A BOND, BY ITS ACCEPTANCE OF
AND HOLDING THEREOF, CONSENTS AND AGREES THAT BONDS OF ANY SERIES MAY BE
ISSUED WHICH MATURE ON A DATE OR DATES LATER THAN OCTOBER 1, 2024 AND ALSO
CONSENTS 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 HOLDER FURTHER AGREES THAT (A) SUCH CONSENT SHALL, FOR ALL
PURPOSES OF ARTICLE XV OF THE INDENTURE AND WITHOUT FURTHER ACTION ON THE
PART OF SUCH HOLDER, BE DEEMED THE AFFIRMATIVE VOTE OF SUCH HOLDER 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.
FORM OF SECTION 5. THE 1990 SERIES A BOND AND THE FORM OF TRUSTEE'S CERTIFICATE
1990 SERIES A BOND. TO BE ENDORSED ON SUCH BOND SHALL BE SUBSTANTIALLY IN THE FOLLOWING FORMS,
RESPECTIVELY:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series A, 7.904% due March 31, 2020
(Payable in annual installments, commencing March 31, 1990)
$194,649,000 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 OF AMERICA, at its office or agency in the Borough
of Manhattan, the City and State of New York, in lawful money of the
United States of America, the principal sum of $194,649,000, together with
interest at the rate specified in the title hereof on the amount of said
principal sum remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent date to which
interest has been paid hereon, 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. Interest shall be due and payable in
61 consecutive semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be due and payable
in 31 consecutive annual payments of $6,279,000 on March 31, in each year,
commencing on March 31, 1990, as more fully set forth on the reverse
hereof.
PAYMENTS OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THIS BOND ARE TO
BE MADE BY BANK WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO THE HOLDER
HEREOF 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.
WHEN ANY PAYMENT DATE FALLS ON A SATURDAY, SUNDAY OR A DAY ON WHICH THE
FEDERAL RESERVE BANK OF NEW YORK OR THE TRUSTEE IS NOT OPEN FOR BUSINESS,
ALL PAYMENTS SHALL BE PAYABLE ON THE FIRST DAY THEREAFTER ON WHICH THE
FEDERAL RESERVE BANK OF NEW YORK AND THE TRUSTEE ARE OPEN FOR BUSINESS.
12
9
AT THE WRITTEN REQUEST OF THE REGISTERED HOLDER HEREOF MADE TO THE
COMPANY AND THE TRUSTEE AT LEAST FORTY-FIVE (45) DAYS IN ADVANCE OF AN
INTEREST PAYMENT DATE, THIS BOND SHALL BE EXCHANGEABLE, IN WHOLE BUT NOT
IN PART, ON ANY INTEREST PAYMENT DATE IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE AMOUNT OF UNPAID PRINCIPAL WHICH SHALL REMAIN OUTSTANDING ON
THIS BOND AS OF THE DATE OF SUCH EXCHANGE (AFTER GIVING EFFECT TO THE
PAYMENT OF PRINCIPAL HEREON ON THE DATE OF SUCH EXCHANGE), ALL AS
PROVIDED, TO THE EXTENT AND IN THE MANNER SPECIFIED IN THE INDENTURE AND
THE SUPPLEMENTAL INDENTURE HEREINAFTER MENTIONED ON THE REVERSE HEREOF.
REFERENCE IS HEREBY MADE TO THE 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 on its behalf 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 by manual or facsimile signature.
THE DETROIT EDISON COMPANY
Dated: January 3, 1990 By
------------------------
Chairman of the Board
------------------------
President
Attest:
-----------------------------------
Secretary
13
10
[FORM OF REVERSE OF BOND]
This bond is the only bond 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 said bonds known as General and Refunding Mortgage Bonds,
1990 Series A (elsewhere herein referred to as the "1990 Series A Bond"),
limited to an aggregate principal amount of $194,649,000, except as
otherwise provided in the Indenture hereinafter mentioned. This bond is
issued and to be issued under, and is 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 February 15,
1990) 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 February 15, 1990, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at different
times, may bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights and obligations
of the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental thereto, may
be modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in principal amount of the bonds then
outstanding, and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action proposed to be
taken, then also by affirmative vote of at least eighty-five percent (85%)
in principal amount of the series of bonds so to be affected (excluding in
every instance bonds disqualified from voting by reason of the Company's
interest therein as specified in the Indenture); provided, however, that,
without the consent of the holder hereof, no such modification or
alteration shall, among other things, affect the terms of payment of the
principal of, or the interest on, this bond, which in those respects is
unconditional.
The holder of the 1990 Series A Bond, by its acceptance of and holding
thereof, consents and agrees that bonds of any series may be issued which
mature on a date or dates later than October 1, 2024 and also consents 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
holder further agrees that (a) such consent shall, for all purposes of
Article XV of the Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto substan-
tially in the manner set forth in Section 3 of Part I of the Supplemental
Indenture dated as of February 15, 1990, or in writing, or by affirmative
vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
Principal payments shall be made hereon annually, payable on March 31 of
each year (commencing March 31, 1990) as set forth below, until the final
payment of principal shall be made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- ------------
March 31, 1990............................... $6,279,000 $188,370,000
14
11
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- ------------
March 31, 1991............................... 6,279,000 182,091,000
March 31, 1992............................... 6,279,000 175,812,000
March 31, 1993............................... 6,279,000 169,533,000
March 31, 1994............................... 6,279,000 163,254,000
March 31, 1995............................... 6,279,000 156,975,000
March 31, 1996............................... 6,279,000 150,696,000
March 31, 1997............................... 6,279,000 144,417,000
March 31, 1998............................... 6,279,000 138,138,000
March 31, 1999............................... 6,279,000 131,859,000
March 31, 2000............................... 6,279,000 125,580,000
March 31, 2001............................... 6,279,000 119,301,000
March 31, 2002............................... 6,279,000 113,022,000
March 31, 2003............................... 6,279,000 106,743,000
March 31, 2004............................... 6,279,000 100,464,000
March 31, 2005............................... 6,279,000 94,185,000
March 31, 2006............................... 6,279,000 87,906,000
March 31, 2007............................... 6,279,000 81,627,000
March 31, 2008............................... 6,279,000 75,348,000
March 31, 2009............................... 6,279,000 69,069,000
March 31, 2010............................... 6,279,000 62,790,000
March 31, 2011............................... 6,279,000 56,511,000
March 31, 2012............................... 6,279,000 50,232,000
March 31, 2013............................... 6,279,000 43,953,000
March 31, 2014............................... 6,279,000 37,674,000
March 31, 2015............................... 6,279,000 31,395,000
March 31, 2016............................... 6,279,000 25,116,000
March 31, 2017............................... 6,279,000 18,837,000
March 31, 2018............................... 6,279,000 12,558,000
March 31, 2019............................... 6,279,000 6,279,000
March 31, 2020............................... 6,279,000 0
This bond shall be redeemable prior to stated maturity, at the election
of the Company on any interest payment date, at redemption prices
calculated in accordance with the formula set forth below on giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company not more than ninety (90) days nor less than thirty (30)
days prior to the date fixed for redemption to the registered holder of
the 1990 Series A Bond.
Any such redemption payment shall be equal to one hundred percent (100%)
of the principal so redeemed, plus a prepayment premium, if any, in an
amount equal to one hundred percent (100%) of the amount of interest for
one year on the unpaid principal balance proposed to be redeemed,
multiplied by the ratio which the number of semi-annual payment dates
between the proposed redemption date and the final maturity date of the
series bears to the number of semi-annual payment dates between December
31, 1994 and the final maturity date, plus in each case accrued interest
to the date fixed for redemption. Any partial redemption shall, as the
principal portion of such redemption, be no less than $100,000. No
redemption pursuant to this paragraph shall be credited to, or relieve the
Company to any extent from its obligation to make the principal payments
provided for above.
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 said Indenture.
15
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.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated therein, described
TRUSTEE'S in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
---------------------------------------
Authorized Officer
16
13
PART II.
CREATION OF TWO HUNDRED EIGHTY-SECOND
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred eighty-second
OF 1990 SERIES D. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bonds, 1990 Series D"
(elsewhere herein referred to as the "bonds of 1990 Series D"). The
aggregate principal amount of bonds of 1990 Series D shall be limited to
the principal amount of 1990 Series A Bond being exchanged, except as
provided in Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
The bonds of 1990 Series D shall mature on March 31, 2020 and shall be
issued in exchange for, and in an aggregate principal amount equal to the
principal amount remaining outstanding on, the 1990 Series A Bond as of
the date of such exchange. The Bonds of Series D shall be issued as
registered bonds without coupons in denominations of $10,000 and any
multiple thereof, and shall bear interest, payable semi-annually on March
31 and September 30 of each year (commencing on the first March 31 or
September 30 following the date of such exchange), at the rate of seven
and 904/1000 per centum (7.904%) per annum until the principal 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. Except as otherwise specifically provided in
this Supplemental Indenture, the principal of and interest on the bonds of
1990 Series D shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, The State of New York in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts. The interest on
bonds of 1990 Series D, whether in temporary or definitive form, shall be
payable without presentation of such bonds and (subject to the provisions
of this Section 1) only to or upon the written order of the registered
holders thereof.
Each bond of 1990 Series D shall be dated the date of its authentication
and interest shall be payable on the principal represented thereby from
the March 31 or September 30 next preceding the date thereof to which
interest has been paid on bonds of 1990 Series D, unless the bond is
authenticated on a date to which interest has been paid, in which case
interest shall be payable from the date of authentication.
The bonds of 1990 Series D in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of bonds of 1990
Series D). Until bonds of 1990 Series D in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver in lieu thereof, bonds of 1990
Series D in temporary form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 1990 Series D, if any, may be printed and
may be issued in authorized denominations in substantially the form of
definitive bonds of 1990 Series D, but without a recital of redemption
prices and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by the Company.
17
14
Interest on any bond of 1990 Series D which is payable on any interest
payment date and is punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous bond to the extent
evidencing the same debt as that evidenced by that bond, is registered at
the close of business on the regular record date for such interest, which
regular record date shall be the fifteenth day of March or September as
the case may be (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by
any bond of 1990 Series D, such defaulted interest shall forthwith cease
to be payable to the registered holder of that bond on the relevant
regular record date by virtue of his having been such holder, and such
defaulted interest may be paid to the registered holder of that bond (or
any bond or bonds of 1990 Series D issued upon transfer or exchange
thereof) on the date of payment of such defaulted interest or, at the
election of the Company, to the person in whose name that bond (or any
bond or bonds of 1990 Series D issued upon transfer or exchange thereof)
is registered on a subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of bonds of 1990 Series
D not less than ten (10) days preceding such subsequent record date, which
subsequent record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS SECTION 2. The bonds of 1990 Series D shall be redeemable (i) on March
OF 1990 31 in each year, commencing March 31 in the first calendar year
SERIES D. subsequent to initial issuance, through the operation of the sinking fund
hereinafter described at 100% of the principal amount thereof, (ii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance, as a
whole, or in part, from time to time, at par plus in each case accrued
interest to the date fixed for redemption if such redemption does not
utilize, directly or indirectly, the proceeds of and is not in
anticipation of any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally accepted
financial practice, of less than 7.904% per annum, and (iii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance, as a
whole, or in part, from time to time, at the following redemption prices
(expressed as percentages of the principal amount thereof) plus in each
case (whether through operation of the sinking fund or otherwise) accrued
interest to the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The bonds of 1990 Series D shall be redeemable as aforesaid as provided
herein and as specified in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company at least thirty (30) days prior to the date fixed for
redemption to the registered holders of bonds of 1990 Series D so called
for redemption at their last respective addresses appearing on the
register thereof, but failure to mail such notice to the registered
holders of any bonds of 1990 Series D designated for redemption shall not
affect the validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990 Series D (or
any portion thereof) so called for redemption from and after the date
fixed for redemption if payment sufficient to redeem the bonds of 1990
Series D (or such protion) designated for redemption has been duly
provided for. Bonds of 1990 Series D redeemed in part only shall be in
amounts of $10,000 or any multiple thereof.
18
15
If the giving of the notice of redemption shall have been completed, or
if provision satisfactory to the Trustee for the giving of such notice
shall have been made, and if the Company shall have deposited with the
Trustee in trust funds (which shall become available for payment to the
holders of the bonds of 1990 Series D so to be redeemed) sufficient to
redeem bonds of 1990 Series D in whole or in part, on the date fixed for
redemption, then all obligations of the Company in respect of such bonds
(or portions thereof) so to be redeemed and interest due or to become due
thereon shall cease and be discharged and the holders of such bonds of
1990 Series D (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on
their part under the Indenture or in respect of such bonds (or portions
thereof) and interest.
As and for the sinking fund for the retirement of the bonds of 1990
Series D the Company will, until all the bonds of 1990 Series D are paid
or payment thereof provided for, deposit with the Trustee prior to March
31 in each year, commencing March 31 of the first calendar year subsequent
to initial issuance, an amount in cash sufficient to redeem on such March
31 $6,280,000 principal amount of bonds of 1990 Series D.
On or before February 1 in each year, commencing February 1 of the first
calendar year subsequent to initial issuance the Company (i) may deliver
bonds of 1990 Series D (other than any previously called for redemption
for the sinking fund) and (ii) may apply as a credit bonds for 1990 Series
D redeemed at the election of the Company otherwise than through the
sinking fund, in each case in satisfaction of all or any part of the
amount of any sinking fund payment. Each such bond of 1990 Series D shall
be received or credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment shall be
reduced accordingly.
On February 1 in each year, commencing February 1 of the first calendar
year subsequent to initial issuance, the Company will deliver to the
Trustee a treasurer's certificate, which shall be irrevocable, specifying
the amount of the next ensuing sinking fund payment and the portions
thereof which are to be satisfied by payment of cash, by delivery of bonds
of 1990 Series D or by crediting bonds of 1990 Series D previously
redeemed. The treasurer's certificate shall also state that bonds of 1990
Series D forming the basis of any such credit do not include any bonds of
1990 Series D which have been called for redemption for the sinking fund
or previously credited against any sinking fund payment. The Trustee
shall, upon the receipt of the treasurer's certificate, select the bonds
of 1990 Series D to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner
hereinabove provided for. Such notice having been duly given, the
redemption of such bonds of 1990 Series D shall be made upon the terms and
in the manner and with the effect hereinabove provided for with respect to
redemptions.
EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series D, upon
TRANSFER. surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney, shall be exchangeable
for a like aggregate principal amount of bonds of 1990 Series D of other
authorized denominations, upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. Bonds of 1990 Series D
shall be transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New York. The
Company waives its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1990 Series D during any
period of ten (10) days next preceding any interest payment date for such
bonds.
19
16
Bonds of 1990 Series D, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any
stock exchange or to conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series D, 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 percent (85%) in principal
amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in
writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
20
17
FORM OF BONDS OF SECTION 4. The bonds of 1990 Series D and the form of Trustee's
1990 SERIES D. 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
1990 Series D, 7.904% due March 31, 2020
$_________ No. _________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to or registered assigns, at its office
or agency in the Borough of Manhattan, The City and State of New York, the
principal sum of in lawful money of the United States of
America on the thirty-first day of March, 2020, and to pay interest
thereon at the rate specified in the title hereof, at such office or
agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to
which such interest has been paid, semi-annually on the thirty-first day
of March and the thirtieth day in September each year, to the person in
whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain
exceptions provided in the Indenture hereinafter mentioned), until the
Company's obligation with respect to payment of said principal shall have
been discharged as provided in such Indenture.
Reference is hereby made to the 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 aforesaid Indenture, or its
successor thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instru-
ment to be executed on its behalf 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
------------------------
Attest: President
-------------------------------------
Secretary
21
18
[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 said bonds known as General and Refunding Mortgage Bonds, 1990 Series
D, (elsewhere herein referred to as the "bonds of 1990 Series D"), limited
to [the aggregate principal amount of the 1990 Series A Bond being
converted], 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 February 15, 1990) 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 February 15,
1990, are hereinafter collectively called the "Indenture"). As provided in
the Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may bear interest
at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions of the Indenture,
or of any indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five percent (85%)
in principal amount of the bonds then outstanding, and, if the rights of
one or more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote
of at least eighty-five percent (85%) in principal amount of the series of
bonds so to be affected (excluding in every instance bonds disqualified
from voting by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of, or the interest on, this
bond, which in those respects is unconditional.
The holders of the bonds of 1990 Series D, 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 percent (85%) in principal amount
of bonds outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I of the
Supplemental Indenture dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or
by any combination thereof.
22
19
This bond is redeemable on giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company at least
thirty (30) but not more than ninety (90) days prior to the date fixed for
redemption to the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon the terms
provided in the Indenture, (i) on March 31 in each year, commencing [March
31, ], through the operation of the sinking fund for bonds of 1990
Series D at 100% of the principal amount hereof, (ii) at the election of
the Company on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial issuance, as a whole,
or in part, from time to time, at par plus in each case accrued interest
to the date fixed for redemption if such redemption does not utilize,
directly or indirectly, the proceeds of and is not in anticipation of any
refunding operation involving borrowing at an interest cost to the
Company, computed in accordance with generally accepted financial
practice, of less than 7.904% per annum, and (iii) at the election of the
Company on any date prior to maturity, commencing March 31 of the eleventh
(11th) calendar year subsequent to initial issuance, as a whole or in
part, from time to time, at the following redemption prices (expressed as
percentages of the principal amount hereof) plus in each case (whether
through operation of the sinking fund or otherwise) accrued interest to
the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The Company will deposit with the Trustee as and for a sinking fund for
the bonds of Series D prior to each March 31, commencing [ ],
an amount sufficient to redeem $6,280,000 principal amount of bonds of
1990 Series D, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series D delivered to the Trustee
or redeemed by the Company otherwise than through the sinking fund.
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 1990 Series D (or portions thereof), in trust
for the redemption of such bonds (or portions thereof) and the interest
due or to become due thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to be redeemed and such
interest shall cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or with respect to
such bonds 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 said Indenture.
This bond is transferable by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, The City and
State of New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond or bonds of the same series of authorized
denominations for a like aggregate principal amount will be issued to the
transferee or transferees in exchange herefor, and this bond with others
in like form may in like manner be exchanged for one or more new
registered bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon payment, in any event,
of the charges prescribed in the Indenture.
23
20
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF 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
24
21
PART III.
CREATION OF TWO HUNDRED EIGHTY-THIRD
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES B
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred eighty-third
OF 1990 SERIES B. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bond, 1990 Series B
(elsewhere herein referred to as the "1990 Series B Bond"). The aggregate
principal amount of the 1990 Series B Bond shall be limited to Two hundred
fifty-six million nine hundred thirty-two thousand dollars ($256,932,000),
except as provided in Section 13 of Article II of the Original Indenture
with respect to exchanges and replacement of bonds. The 1990 Series B Bond
shall be a multiple of $1,000.
The 1990 Series B Bond shall be issued as one registered bond without
coupons in the amount of $256,932,000, which shall bear interest, payable
semi-annually on March 31 and September 30 of each year (commencing March
31, 1990) at the rate of 7.904%, and principal payments shall be made
thereon annually, payable on March 31 of each year (commencing March 31,
1990) as set forth below, until the final payments of interest and
principal shall be made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- ------------
March 31, 1990............................... $9,516,000 $247,416,000
March 31, 1991............................... 9,516,000 237,900,000
March 31, 1992............................... 9,516,000 228,384,000
March 31, 1993............................... 9,516,000 218,868,000
March 31, 1994............................... 9,516,000 209,352,000
March 31, 1995............................... 9,516,000 199,836,000
March 31, 1996............................... 9,516,000 190,320,000
March 31, 1997............................... 9,516,000 180,804,000
March 31, 1998............................... 9,516,000 171,288,000
March 31, 1999............................... 9,516,000 161,772,000
March 31, 2000............................... 9,516,000 152,256,000
March 31, 2001............................... 9,516,000 142,740,000
March 31, 2002............................... 9,516,000 133,224,000
March 31, 2003............................... 9,516,000 123,708,000
March 31, 2004............................... 9,516,000 114,192,000
March 31, 2005............................... 9,516,000 104,676,000
March 31, 2006............................... 9,516,000 95,160,000
March 31, 2007............................... 9,516,000 85,644,000
March 31, 2008............................... 9,516,000 76,128,000
March 31, 2009............................... 9,516,000 66,612,000
March 31, 2010............................... 9,516,000 57,096,000
March 31, 2011............................... 9,516,000 47,580,000
March 31, 2012............................... 9,516,000 38,064,000
March 31, 2013............................... 9,516,000 28,548,000
March 31, 2014............................... 9,516,000 19,032,000
March 31, 2015............................... 9,516,000 9,516,000
March 31, 2016............................... 9,516,000 0
25
22
Payments of principal, premium, if any, and interest on the 1990 Series
B Bond shall be made by bank wire transfer in immediately available funds
in lawful money of the United States of America to the bank account of the
registered holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not less than
fifteen (15) days prior to the date such payment shall become due and
payable.
When a semi-annual interest payment date falls on a Saturday, Sunday or
a day on which the Federal Reserve Bank of New York or the Trustee is not
open for business, all payments shall be payable on the first day
thereafter on which the Federal Reserve Bank of New York and the Trustee
are open for business.
In the event any semi-annual payment is not made when due, the amount
payable shall be such payment, plus interest thereon at the interest rate
on such bond, based on a 360-day year, from the due date to the date of
payment.
The 1990 Series B Bond shall be dated January 3, 1990 and interest shall
be payable from January 3, 1990.
The 1990 Series B Bond in definitive form shall be, at the election of
the Company, fully engraved or shall be lithographed or printed.
The 1990 Series B Bond shall not be subject to or entitled to any
sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series B Bond shall be redeemable prior to stated
1990 SERIES B BOND. maturity, at the election of the Company on any interest payment date, at
redemption prices calculated in accordance with the formula set forth
below on giving notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety (90) days nor
less than thirty (30) days prior to the date fixed for redemption to the
registered holder of the 1990 Series B Bond.
The optional redemption payment of each bond to be redeemed shall be
equal to the present worth, on the date of redemption, of the remaining
scheduled semi-annual payments of interest and annual retirement of
principal of such bond, calculated as follows. Determine the present value
of each scheduled semi-annual payment of interest and annual retirement of
principal by dividing each payment by the Present Value Divisor (PVD),
where:
________
PVD = ( \/ 1.0 + I) (D)
I = That annual interest rate (which has been adjusted for semi-annual
compounding) for U.S. Treasury securities, with comparable maturities as
set forth in the Federal Reserve statistical release, designated
H.15 (519), or its successor, published at least 4 days but not
more than 10 days prior to the optional redemption date. The rate
shall be the "This Week" rate for Treasury Constant Maturities.
Straight line interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th round down) to
match the remaining term of the bond to be redeemed.
D = Present value divisor for the preceding 6 month interest period (D
equals 1.0 for the period preceding the first period, which is the period
from the redemption date to the first scheduled payment date
thereafter).
Add the present value for all scheduled annual retirements of
principal and semi-annual payments of interest to determine the sum
to be paid upon redemption of each bond.
If the optional redemption payment is greater than the principal
outstanding as of the date of optional redemption, the prepayment
results in a premium, plus in each case accrued interest to the date
fixed for redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the optional
redemption, the prepayment results in a discount which shall be
deducted from the outstanding principal amount which otherwise would
have been paid, plus in each case accrued interest to the date fixed
for redemption.
26
23
ANY PARTIAL REDEMPTION SHALL, AS THE PRINCIPAL PORTION OF SUCH
REDEMPTION, BE NO LESS THAN $100,000. NO REDEMPTION PURSUANT TO THIS
PARAGRAPH SHALL BE CREDITED TO, OR RELIEVE THE COMPANY TO ANY EXTENT FROM
ITS OBLIGATION TO MAKE THE PRINCIPAL PAYMENTS PROVIDED FOR IN SECTION 1
HEREOF.
ON OR BEFORE THE FIRST DAY OF FEBRUARY OR AUGUST IN EACH YEAR,
COMMENCING SEPTEMBER 1 1990, THE COMPANY WILL DELIVER TO THE TRUSTEE A
TREASURER'S CERTIFICATE, WHICH SHALL BE IRREVOCABLE, SPECIFYING THE
PRINCIPAL AMOUNT OF BONDS TO BE OPTIONALLY REDEEMED AND ACCRUED INTEREST
ON SUCH BONDS ON THE NEXT ENSUING MARCH 31 OR SEPTEMBER 30, OR THE FIRST
BUSINESS DAY THEREAFTER, RESPECTIVELY. THE TRUSTEE SHALL, UPON THE RECEIPT
OF THE TREASURER'S CERTIFICATE, CAUSE NOTICE OF THE REDEMPTION THEREOF TO
BE GIVEN IN THE NAME OF AND AT THE EXPENSE OF THE COMPANY IN THE MANNER
HEREIN PROVIDED FOR. ON OR BEFORE NOON OF THE BUSINESS DAY PRECEDING THE
DAY OF PREPAYMENT, THE COMPANY WILL ADVISE THE TRUSTEE OF THE APPLICABLE
PREMIUM OR DISCOUNT APPLICABLE TO SUCH PREPAYMENT. SUCH NOTICE HAVING BEEN
DULY GIVEN, THE REDEMPTION OF BONDS OF 1990 SERIES B SHALL BE MADE UPON
THE TERMS AND IN THE MANNER AND WITH THE EFFECT HEREINABOVE PROVIDED FOR
WITH RESPECT TO REDEMPTIONS. A TREASURER'S CERTIFICATE SHALL NOT BE
REQUIRED IF NO BONDS OF A SERIES ARE TO BE REDEEMED UNDER THIS PARAGRAPH.
EXCHANGE. SECTION 3. AT THE OPTION OF THE HOLDER, UPON WRITTEN REQUEST MADE AT
LEAST FORTY-FIVE (45) DAYS PRIOR TO AN INTEREST PAYMENT DATE AND SUBJECT
TO THE TERMS OF THE INDENTURE AND COMPLIANCE WITH APPLICABLE SECURITIES
LAWS, THE 1990 SERIES B BOND SHALL BE EXCHANGEABLE, IN WHOLE BUT NOT IN
PART, FOR BONDS OF 1990 SERIES E (AS HEREINAFTER DESCRIBED) IN AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF UNPAID
PRINCIPAL WHICH SHALL REMAIN OUTSTANDING ON THE 1990 SERIES B BOND AS OF
THE DATE OF SUCH EXCHANGE. SUCH EXCHANGE SHALL OCCUR ONLY ON AN INTEREST
PAYMENT DATE FOR THE 1990 SERIES B BOND AT THE OFFICE OF THE TRUSTEE IN
THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, THE STATE OF NEW YORK.
THE 1990 SERIES B BOND SHALL BEAR A LEGEND STATING THAT SUCH BOND HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") AND THAT AS A CONSEQUENCE SUCH BOND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION,
UNLESS REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION APPLICABLE TO SUCH OFFER, SALE OR OTHER TRANSFER, AND MAY
BEAR SUCH OTHER LEGENDS AS MAY BE NECESSARY TO COMPLY WITH ANY LAW OR WITH
ANY RULES OR REGULATIONS MADE PURSUANT THERETO.
CONSENT. SECTION 4. THE HOLDER OF THE 1990 SERIES B BOND, BY ITS ACCEPTANCE OF
AND HOLDING THEREOF, CONSENTS AND AGREES THAT BONDS OF ANY SERIES MAY BE
ISSUED WHICH MATURE ON A DATE OR DATES LATER THAN OCTOBER 1, 2024 AND ALSO
CONSENTS 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 HOLDER FURTHER AGREES THAT (A) SUCH CONSENT SHALL, FOR ALL
PURPOSES OF ARTICLE XV OF THE INDENTURE AND WITHOUT FURTHER ACTION ON THE
PART OF SUCH HOLDER, BE DEEMED THE AFFIRMATIVE VOTE OF SUCH HOLDER 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.
FORM OF SECTION 5. THE 1990 SERIES B BOND AND THE FORM OF TRUSTEE'S CERTIFICATE
1990 SERIES B BOND. TO BE ENDORSED ON SUCH BOND SHALL BE SUBSTANTIALLY IN THE FOLLOWING FORMS,
RESPECTIVELY:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series B, 7.904% due March 31, 2016
(Payable in annual installments, commencing March 31, 1990)
$256,932,000 No.____
27
24
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 OF AMERICA, at its office or agency in the Borough
of Manhattan, the City and State of New York, in lawful money of the
United States of America, the principal sum of $256,932,000, together with
interest at the rate specified in the title hereof on the amount of said
principal sum remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent date to which
interest has been paid hereon, 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. Interest shall be due and payable in
53 consecutive semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be due and payable
in 27 consecutive annual payments on March 31, in each year, commencing on
March 31, 1990, each as more fully set forth on the reverse hereof.
Payments of principal, premium, if any, and interest on this bond are to
be made by bank wire transfer in immediately available funds to the holder
hereof 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.
When any payment date falls on a Saturday, Sunday or a day on which the
Federal Reserve Bank of New York or the Trustee is not open for business,
all payments shall be payable on the first day thereafter on which the
Federal Reserve Bank of New York and the Trustee are open for business.
In the event any semi-annual payment is not made when due, the amount
payable shall be such payment, plus interest thereon at the interest rate
on such bond, based on a 360-day year, from the due date to the date of
payment.
At the written request of the registered holder hereof made at least
forty-five (45) days in advance of an interest payment date, this bond
shall be exchangeable, in whole but not in part, on any interest payment
date in an aggregate principal amount equal to the amount of unpaid
principal which shall remain outstanding on this bond as of the date of
such exchange (after giving effect to the payment of principal hereon on
the date of such exchange), all as provided, to the extent and in the
manner specified in the Indenture and the Supplemental Indenture
hereinafter mentioned on the reverse hereof.
Reference is hereby made to the 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 on its behalf 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 by manual or facsimile signature.
THE DETROIT EDISON COMPANY
By
-------------------------------------------
Dated: January 3, 1990 Chairman of the Board
28
25
------------------------------
President
Attest:
----------------------------
Secretary
29
26
[FORM OF REVERSE OF BOND]
This bond is the only bond 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 said bonds known as General and Refunding Mortgage Bonds,
1990 Series B (elsewhere herein referred to as the "1990 Series B Bond"),
limited to an aggregate principal amount of $256,932,000, except as
otherwise provided in the Indenture hereinafter mentioned. This bond is
issued and to be issued under, and is 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 February 15,
1990) 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 February 15, 1990, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at different
times, may bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights and obligations
of the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental thereto, may
be modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in principal amount of the bonds then
outstanding, and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action proposed to be
taken, then also by affirmative vote of at least eighty-five percent (85%)
in principal amount of the series of bonds so to be affected (excluding in
every instance bonds disqualified from voting by reason of the Company's
interest therein as specified in the Indenture); provided, however, that,
without the consent of the holder hereof, no such modification or
alteration shall, among other things, affect the terms of payment of the
principal of, or the interest on, this bond, which in those respects is
unconditional.
The holder of the 1990 Series B Bond, by its acceptance of and holding
thereof, consents and agrees that bonds of any series may be issued which
mature on a date or dates later than October 1, 2024 and also consents 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
holder further agrees that (a) such consent shall, for all purposes of
Article XV of the Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto substan-
tially in the manner set forth in Section 3 of Part I of the Supplemental
Indenture dated as of February 15, 1990, or in writing, or by affirmative
vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
30
27
Principal payments shall be made hereon annually, payable on March 31 of
each year (commencing March 31, 1990) as set forth below, until the final
payment of principal shall be made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- ------------
March 31, 1990............................... $9,516,000 $247,416,000
March 31, 1991............................... 9,516,000 237,900,000
March 31, 1992............................... 9,516,000 228,384,000
March 31, 1993............................... 9,516,000 218,868,000
March 31, 1994............................... 9,516,000 209,352,000
March 31, 1995............................... 9,516,000 199,836,000
March 31, 1996............................... 9,516,000 190,320,000
March 31, 1997............................... 9,516,000 180,804,000
March 31, 1998............................... 9,516,000 171,288,000
March 31, 1999............................... 9,516,000 161,772,000
March 31, 2000............................... 9,516,000 152,256,000
March 31, 2001............................... 9,516,000 142,740,000
March 31, 2002............................... 9,516,000 133,224,000
March 31, 2003............................... 9,516,000 123,708,000
March 31, 2004............................... 9,516,000 114,192,000
March 31, 2005............................... 9,516,000 104,676,000
March 31, 2006............................... 9,516,000 95,160,000
March 31, 2007............................... 9,516,000 85,644,000
March 31, 2008............................... 9,516,000 76,128,000
March 31, 2009............................... 9,516,000 66,612,000
March 31, 2010............................... 9,516,000 57,096,000
March 31, 2011............................... 9,516,000 47,580,000
March 31, 2012............................... 9,516,000 38,064,000
March 31, 2013............................... 9,516,000 28,548,000
March 31, 2014............................... 9,516,000 19,032,000
March 31, 2015............................... 9,516,000 9,516,000
March 31, 2016............................... 9,516,000 0
This bond shall be redeemable prior to stated maturity, at the election
of the Company on any interest payment date, at the redemption prices
calculated in accordance with the formula set forth below on giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company not more than ninety (90) days nor less than thirty (30)
days prior to the date fixed for redemption to the registered holder of
the 1990 Series B Bond.
31
28
The optional redemption payment of each bond to be redeemed shall be
equal to the present worth, on the date of redemption, of the remaining
scheduled semi- annual payments of interest and annual retirement of
principal of such bond, calculated as follows. Determine the present value
of each scheduled semi-annual payment of interest and annual retirement of
principal by dividing each payment by the Present Value Divisor (PVD),
where:
________
PVD = (\/ 1.0 + I) (D)
I = That annual interest rate (which has been adjusted for semi-annual
compounding) for U.S. Treasury securities, with comparable maturities as
set forth in the Federal Reserve statistical release, designated
H.15 (519), or its successor, published at least 4 days but not
more than 10 days prior to the optional redemption date. The rate
shall be the "This Week" rate for Treasury Constant Maturities.
Straight line interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th round down) to
match the remaining term of the bond to be redeemed.
D = Present value divisor for the preceding 6 month interest period (D
equals 1.0 for the period preceding the first period, which is the period
from the redemption date to the first scheduled payment date
thereafter).
Add the present value for all scheduled annual retirements of
principal and semi-annual payments of interest to determine the sum
to be paid upon redemption of each bond.
If the optional redemption payment is greater than the principal
outstanding as of the date of optional redemption, the prepayment
results in a premium, plus in each case accrued interest to the date
fixed for redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the optional
redemption, the prepayment results in a discount which shall be
deducted from the outstanding principal amount which otherwise would
have been paid, plus in each case accrued interest to the date fixed
for redemption.
No redemption pursuant to this paragraph shall be credited to, or relieve
the Company to any extent from its obligation to make the principal
payment provided for above.
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 said 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.
32
29
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated therein, described
TRUSTEE'S in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
----------------------------------------------
Authorized Officer
33
30
PART IV.
CREATION OF TWO HUNDRED EIGHTY-FOURTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES E
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred eighty-fourth
OF 1990 SERIES E. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bonds, 1990 Series E"
(elsewhere herein referred to as the "bonds of 1990 Series E"). The
aggregate principal amount of bonds of 1990 Series E shall be limited to
the principal amount of 1990 Series B Bond being exchanged, except as
provided in Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
The bonds of 1990 Series E shall mature on March 31, 2016 and shall be
issued in exchange for, and in an aggregate principal amount equal to the
principal amount remaining outstanding on, the 1990 Series B Bond as of
the date of such exchange. The Bonds of Series E shall be issued as
registered bonds without coupons in denominations of $10,000 and any
multiple thereof, and shall bear interest, payable semi-annually on March
31 and September 30 of each year (commencing on the first March 31 or
September 30 following the date of such exchange), at the rate of seven
and 904/1000 per centum (7.904%) per annum until the principal 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. Except as otherwise specifically provided in
this Supplemental Indenture, the principal of and interest on the bonds of
1990 Series E shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, The State of New York in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts. The interest on
bonds of 1990 Series E, whether in temporary or definitive form, shall be
payable without presentation of such bonds and (subject to the provisions
of this Section 1) only to or upon the written order of the registered
holders thereof.
Each bond of 1990 Series E shall be dated the date of its authentication
and interest shall be payable on the principal represented thereby from
the March 31 or September 30 next preceding the date thereof to which
interest has been paid on bonds of 1990 Series E, 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.
The bonds of 1990 Series E in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of bonds of 1990
Series E). Until bonds of 1990 Series E 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 1990
Series E in temporary form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 1990 Series E, if any, may be printed and
may be issued in authorized denominations in substantially the form of
definitive bonds of 1990 Series E, but without a recital of redemption
prices and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by the Company.
34
31
Interest on any bond of 1990 Series E which is payable on any interest
payment date and is punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous bond to the extent
evidencing the same debt as that evidenced by that bond, is registered at
the close of business on the regular record date for such interest, which
regular record date shall be the fifteenth day of March or September as
the case may be (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by
any bond of 1990 Series E, such defaulted interest shall forthwith cease
to be payable to the registered holder of that bond on the relevant
regular record date by virtue of his having been such holder, and such
defaulted interest may be paid to the registered holder of that bond (or
any bond or bonds of 1990 Series E issued upon transfer or exchange
thereof) on the date of payment of such defaulted interest or, at the
election of the Company, to the person in whose name that bond (or any
bond or bonds of 1990 Series E issued upon transfer or exchange thereof)
is registered on a subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of bonds of 1990 Series
E not less than ten (10) days preceding such subsequent record date, which
subsequent record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS SECTION 2. The bonds of 1990 Series E shall be redeemable (i) on March
OF 1990 31 in each year, commencing March 31 in the first calendar year
SERIES E. subsequent to initial issuance, through the operation of the sinking fund
hereinafter described at 100% of the principal amount thereof, (ii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance, as a
whole, or in part, from time to time, at par plus in each case accrued
interest to the date fixed for redemption if such redemption does not
utilize, directly or indirectly, the proceeds of and is not in
anticipation of any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally accepted
financial practice, of less than 7.904% per annum, and (iii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance, as a
whole, or in part, from time to time, at the following redemption prices
(expressed as percentages of the principal amount thereof) plus in each
case (whether through operation of the sinking fund or otherwise) accrued
interest to the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The bonds of 1990 Series E shall be redeemable as aforesaid as provided
herein and as specified in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company at least thirty (30) days prior to the date fixed for
redemption to the registered holders of bonds of 1990 Series E so called
for redemption at their last respective addresses appearing on the
register thereof, but failure to mail such notice to the registered
holders of any bonds of 1990 Series E designated for redemption shall not
affect the validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990 Series E (or
any portion thereof) so called for redemption from and after the date
fixed for redemption if payment sufficient to redeem the bonds of 1990
Series E (or such portion) designated for redemption has been duly
provided for. Bonds of 1990 Series E redeemed in part only shall be in
amounts of $10,000 or any multiple thereof.
35
32
If the giving of the notice of redemption shall have been completed, or
if provision satisfactory to the Trustee for the giving of such notice
shall have been made, and if the Company shall have deposited with the
Trustee in trust funds (which shall become available for payment to the
holders of the bonds of 1990 Series E so to be redeemed) sufficient to
redeem bonds of 1990 Series E in whole or in part, on the date fixed for
redemption, then all obligations of the Company in respect of such bonds
(or portions thereof) so to be redeemed and interest due or to become due
thereon shall cease and be discharged and the holders of such bonds of
1990 Series E (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on
their part under the Indenture or in respect of such bonds (or portions
thereof) and interest.
As and for the sinking fund for the retirement of the bonds of 1990
Series E the Company will, until all the bonds of 1990 Series E are paid
or payment thereof provided for, deposit with the Trustee prior to March
31 in each year, commencing March 31 of the first calendar year subsequent
to initial issuance, an amount in cash sufficient to redeem on such March
31 $9,520,000 principal amount of bonds of 1990 Series E.
On or before February 1 in each year, commencing February 1 of the first
calendar year subsequent to initial issuance the Company (i) may deliver
bonds of 1990 Series E (other than any previously called for redemption
for the sinking fund) and (ii) may apply as a credit bonds for 1990 Series
E redeemed at the election of the Company otherwise than through the
sinking fund, in each case in satisfaction of all or any part of the
amount of any sinking fund payment. Each such bond of 1990 Series E shall
be received or credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment shall be
reduced accordingly.
On February 1 in each year, commencing February 1 of the first calendar
year subsequent to initial issuance, the Company will deliver to the
Trustee a treasurer's certificate, which shall be irrevocable, specifying
the amount of the next ensuing sinking fund payment and the portions
thereof which are to be satisfied by payment of cash, by delivery of bonds
of 1990 Series E or by crediting bonds of 1990 Series E previously
redeemed. The treasurer's certificate shall also state that bonds of 1990
Series E forming the basis of any such credit do not include any bonds of
1990 Series E which have been called for redemption for the sinking fund
or previously credited against any sinking fund payment. The Trustee
shall, upon the receipt of the treasurer's certificate, select the bonds
of 1990 Series E to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner
hereinabove provided for. Such notice having been duly given, the
redemption of such bonds of 1990 Series E shall be made upon the terms and
in the manner and with the effect hereinabove provided for with respect to
redemptions.
EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series E, upon
TRANSFER. surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney, shall be exchangeable
for a like aggregate principal amount of bonds of 1990 Series E of other
authorized denominations, upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. Bonds of 1990 Series E
shall be transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New York. The
Company waives its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1990 Series E during any
period of ten (10) days next preceding any interest payment date for such
bonds.
36
33
Bonds of 1990 Series E, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any
stock exchange or to conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series E, 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 percent (85%) in principal
amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in
writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
37
34
FORM OF BONDS OF SECTION 4. The bonds of 1990 Series E and the form of Trustee's
1990 SERIES E. 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
1990 Series E, 7.904% due March 31, 2016
$_____________ No.________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to or registered assigns, at its office
or agency in the Borough of Manhattan, The City and State of New York, the
principal sum of in lawful money of the United States of
America on the thirty-first day of March, 2016, and to pay interest
thereon at the rate specified in the title hereof, at such office or
agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to
which such interest has been paid, semi-annually on the thirty-first day
of March and the thirtieth day in September each year, to the person in
whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain
exceptions provided in the Indenture hereinafter mentioned), until the
Company's obligation with respect to payment of said principal shall have
been discharged as provided in such Indenture.
Reference is hereby made to the 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 aforesaid Indenture, or its
successor thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instru-
ment to be executed on its behalf 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
--------------------------
President
Attest:
-----------------------------------
Secretary
38
35
[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 said bonds known as General and Refunding Mortgage Bonds, 1990 Series
E, (elsewhere herein referred to as the "bonds of 1990 Series E"), limited
to the aggregate principal amount of [the 1990 Series B Bonds being
converted], 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 February 15, 1990) 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 February 15,
1990, are hereinafter collectively called the "Indenture"). As provided in
the Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may bear interest
at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions of the Indenture,
or of any indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five percent (85%)
in principal amount of the bonds then outstanding, and, if the rights of
one or more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote
of at least eighty-five percent (85%) in principal amount of the series of
bonds so to be affected (excluding in every instance bonds disqualified
from voting by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of, or the interest on, this
bond, which in those respects is unconditional.
The holders of the bonds of 1990 Series E, 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 percent (85%) in principal amount
of bonds outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I of the
Supplemental Indenture dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or
by any combination thereof.
39
36
This bond is redeemable on giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company at least
thirty (30) but not more than ninety (90) days prior to the date fixed for
redemption to the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon the terms
provided in the Indenture, (i) on March 31 in each year, commencing [March
31, ], through the operation of the sinking fund for bonds of 1990
Series E at 100% of the principal amount hereof, (ii) at the election of
the Company on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial issuance, as a whole,
or in part, from time to time, at par plus in each case accrued interest
to the date fixed for redemption if such redemption does not utilize,
directly or indirectly, the proceeds of and is not in anticipation of any
refunding operation involving borrowing at an interest cost to the
Company, computed in accordance with generally accepted financial
practice, of less than 7.904% per annum, and (iii) at the election of the
Company on any date prior to maturity, commencing March 31 of the eleventh
(11th) calendar year subsequent to initial issuance, as a whole or in
part, from time to time, at the following redemption prices (expressed as
percentages of the principal amount hereof) plus in each case (whether
through operation of the sinking fund or otherwise) accrued interest to
the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The Company will deposit with the Trustee as and for a sinking fund for
the bonds of Series E prior to each March 31, commencing [ ],
an amount sufficient to redeem $9,520,000 principal amount of bonds of
1990 Series E, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series E delivered to the Trustee
or redeemed by the Company otherwise than through the sinking fund.
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 1990 Series E (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 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 said Indenture.
This bond is transferable by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, The City and
State of New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond or bonds of the same series of authorized
denominations for a like aggregate principal amount will be issued to the
transferee or transferees in exchange herefor, and this bond with others
in like form may in like manner be exchanged for one or more new
registered bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon payment, in any event,
of the charges prescribed in the Indenture.
40
37
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF 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
41
38
PART V.
CREATION OF TWO HUNDRED EIGHTY-FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BOND,
1990 SERIES C
TERMS OF BOND SECTION 1. The Company hereby creates the Two hundred eighty-fifth
OF 1990 SERIES C. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bond, 1990 Series C
(elsewhere herein referred to as the "1990 Series C Bond"). The aggregate
principal amount of the 1990 Series C Bond shall be limited to Eighty-five
million four hundred seventy-five thousand dollars ($85,475,000), except
as provided in Section 13 of Article II of the Original Indenture with
respect to exchanges and replacement of bonds. The 1990 Series C Bond
shall be a multiple of $1,000.
The 1990 Series C Bond shall be issued as one registered bond without
coupons in the amount of $85,475,000, which shall bear interest, payable
semi-annually on March 31 and September 30 of each year (commencing March
31, 1990) at the rate of 8.357%, and principal payments shall be made
thereon annually, payable on March 31 of each year (commencing March 31,
1990) as set forth below, until the final payments of interest and
principal shall be made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- -----------
March 31, 1990................................ $3,419,000 $82,056,000
March 31, 1991................................ 3,419,000 78,637,000
March 31, 1992................................ 3,419,000 75,218,000
March 31, 1993................................ 3,419,000 71,799,000
March 31, 1994................................ 3,419,000 68,380,000
March 31, 1995................................ 3,419,000 64,961,000
March 31, 1996................................ 3,419,000 61,542,000
March 31, 1997................................ 3,419,000 58,123,000
March 31, 1998................................ 3,419,000 54,704,000
March 31, 1999................................ 3,419,000 51,285,000
March 31, 2000................................ 3,419,000 47,866,000
March 31, 2001................................ 3,419,000 44,447,000
March 31, 2002................................ 3,419,000 41,028,000
March 31, 2003................................ 3,419,000 37,609,000
March 31, 2004................................ 3,419,000 34,190,000
March 31, 2005................................ 3,419,000 30,771,000
March 31, 2006................................ 3,419,000 27,352,000
March 31, 2007................................ 3,419,000 23,933,000
March 31, 2008................................ 3,419,000 20,514,000
March 31, 2009................................ 3,419,000 17,095,000
March 31, 2010................................ 3,419,000 13,676,000
March 31, 2011................................ 3,419,000 10,257,000
March 31, 2012................................ 3,419,000 6,838,000
March 31, 2013................................ 3,419,000 3,419,000
March 31, 2014................................ 3,419,000 0
Payments of principal, premium, if any, and interest on the 1990 Series
C Bond shall be made by bank wire transfer in immediately available funds
in lawful money of the United States of America to the bank account of the
registered holder of such bond which such registered holder shall
designate in writing to Bankers Trust Company, Trustee, not less than
fifteen (15) days prior to the date such payment shall become due and
payable.
42
39
When a semi-annual interest payment date falls on a Saturday, Sunday or
a day on which the Federal Reserve Bank of New York or the Trustee is not
open for business, all payments shall be payable on the first day
thereafter on which the Federal Reserve Bank of New York and the Trustee
are open for business.
In the event any semi-annual payment is not made when due, the amount
payable shall be such payment, plus interest thereon at the interest rate
of one and one-half times the rate to be determined by the Secretary of
the Treasury taking into consideration the prevailing market yield on the
remaining maturity of the most recently auctioned 13-week U.S. Treasury
bills, from the due date to the date of payment. Upon the expiration of
each successive 91-day period following the scheduled payment date for any
outstanding payment, a new rate shall be established pursuant to this
paragraph and such rate shall be applied to the outstanding payment and
all late charges accrued thereon.
The 1990 Series C Bond shall be dated January 3, 1990 and interest shall
be payable from January 3, 1990.
The 1990 Series C Bond in definitive form shall be, at the election of
the Company, fully engraved or shall be lithographed or printed.
The 1990 Series C Bond shall not be subject to or entitled to any
sinking fund.
REDEMPTION OF SECTION 2. The 1990 Series C Bond shall be redeemable prior to stated
1990 SERIES C BOND. maturity, at the election of the Company on any interest payment date, at
redemption prices calculated in accordance with the formula set forth
below on giving notice of such redemption by first class mail, postage
prepaid, by or on behalf of the Company not more than ninety (90) days nor
less than thirty (30) days prior to the date fixed for redemption to the
registered holder of the 1990 Series C Bond.
The optional redemption payment of each bond to be redeemed shall be
equal to the present worth, on the date of redemption, of the remaining
scheduled semi- annual payments of interest and annual retirement of
principal of such bond, calculated as follows. Determine the present value
of each scheduled semi-annual payment of interest and annual retirement of
principal by dividing each payment by the Present Value Divisor (PVD),
where:
__________
PVD = (\/ 1.0 + I) (D)
I = That annual interest rate (which has been adjusted for semi-annual
compounding) for U.S. Treasury securities, with comparable maturities as
set forth in the Federal Reserve statistical release, designated
H.15 (519), or its successor, published at least 4 days but not
more than 10 days prior to the optional redemption date. The rate
shall be the "This Week" Rate for Treasury Constant Maturities.
Straight line interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th round down) to
match the remaining term of the bond to be redeemed.
D = Present value divisor for the preceding 6 month interest period (D
equals 1.0 for the period preceding the first period, which is the period
from the redemption date to the first scheduled payment date
thereafter).
Add the present value for all scheduled annual retirements of
principal and semi-annual payments of interest to determine the sum
to be paid upon redemption of each bond.
If the optional redemption payment is greater than the principal
outstanding as of the date of optional redemption, the prepayment
results in a premium, plus in each case accrued interest to the date
fixed for redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the optional
redemption, the prepayment results in a discount which shall be
deducted from the outstanding principal amount which otherwise would
have been paid, plus in each case accrued interest to the date fixed
for redemption.
43
40
Any partial redemption shall, as the principal portion of such
redemption, be no less than $100,000. No redemption pursuant to this
paragraph shall be credited to, or relieve the Company to any extent from
its obligation to make the principal payments provided for in Section 1
hereof.
On or before the first day of February or August in each year,
commencing September 1 1990, the Company will deliver to the Trustee a
treasurer's certificate, which shall be irrevocable, specifying the
principal amount of bonds to be optionally redeemed and accrued interest
on such bonds on the next ensuing March 31 or September 30, or the first
business day thereafter, respectively. The Trustee shall, upon the receipt
of the treasurer's certificate, cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
herein provided for. On or before noon of the business day preceding the
day of prepayment, the Company will advise the Trustee of the applicable
premium or discount applicable to such prepayment. Such notice having been
duly given, the redemption of bonds of 1990 Series C shall be made upon
the terms and in the manner and with the effect hereinabove provided for
with respect to redemptions. A treasurer's certificate shall not be
required if no bonds of a series are to be redeemed under this paragraph.
EXCHANGE. SECTION 3. At the option of the holder, upon written request made at
least forty-five (45) days prior to an interest payment date and subject
to the terms of the Indenture and compliance with applicable securities
laws, the 1990 Series C Bond shall be exchangeable, in whole but not in
part, for bonds of 1990 Series F (as hereinafter described) in an
aggregate principal amount equal to the aggregate amount of unpaid
principal which shall remain outstanding on the 1990 Series C Bond as of
the date of such exchange. Such exchange shall occur only on an interest
payment date for the 1990 Series C Bond at the office of the Trustee in
the Borough of Manhattan, The City of New York, The State of New York.
The 1990 Series C Bond shall bear a legend stating that such bond has
not been registered under the United States Securities Act of 1933, as
amended (the "Act") and that as a consequence such bond may not be
offered, sold or otherwise transferred, whether or not for consideration,
unless registered under such Act or pursuant to an exemption from such
registration applicable to such offer, sale or other transfer, and may
bear such other legends as may be necessary to comply with any law or with
any rules or regulations made pursuant thereto.
CONSENT. SECTION 4. The holder of the 1990 Series C Bond, by its acceptance of
and holding thereof, consents and agrees that bonds of any series may be
issued which mature on a date or dates later than October 1, 2024 and also
consents 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 holder further agrees that (a) such consent shall, for all
purposes of Article XV of the Indenture and without further action on the
part of such holder, be deemed the affirmative vote of such holder 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 substan-
tially 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.
FORM OF SECTION 5. The 1990 Series C Bond and the form of Trustee's Certificate
1990 SERIES C BOND. to be endorsed on such bond shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1990 Series C, 8.357% due March 31, 2014
(Payable in annual installments, commencing March 31, 1990)
$85,475,000 No.________
44
41
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 OF AMERICA, at its office or agency in the Borough
of Manhattan, the City and State of New York, in lawful money of the
United States of America, the principal sum of $85,475,000, together with
interest at the rate specified in the title hereof on the amount of said
principal sum remaining unpaid from time to time from January 3, 1990, and
after the first interest payment hereon from the most recent date to which
interest has been paid hereon, 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. Interest shall be due and payable in
49 consecutive semi-annual payments on March 31 and September 30 in each
year, commencing on March 31, 1990, and principal shall be due and payable
in 25 consecutive annual payments on March 31, in each year, commencing on
March 31, 1990, each as more fully set forth on the reverse hereof.
Payments of principal, premium, if any, and interest on this bond are to
be made by bank wire transfer in immediately available funds to the holder
hereof 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.
In the event any semi-annual payment is not made when due, the amount
payable shall be such payment, plus interest thereon at the interest rate
of one and one-half times the rate to be determined by the Secretary of
the Treasury taking into consideration the prevailing market yield on the
remaining maturity of the most recently auctioned 13-week U.S. Treasury
bills, from the due date to the date of payment. Upon the expiration of
each successive 91-day period following the scheduled payment date for any
outstanding payment, a new rate shall be established pursuant to this
paragraph and such rate shall be applied to the outstanding payment and
all late charges accrued thereon.
When any payment date falls on a Saturday, Sunday or a day on which the
Federal Reserve Bank of New York or the Trustee is not open for business,
all payments shall be payable on the first day thereafter on which the
Federal Reserve Bank of New York and the Trustee are open for business.
At the written request of the registered holder hereof made at least
forty-five (45) days in advance of an interest payment date, this bond
shall be exchangeable, in whole but not in part, on any interest payment
date in an aggregate principal amount equal to the amount of unpaid
principal which shall remain outstanding on this bond as of the date of
such exchange (after giving effect to the payment of principal hereon on
the date of such exchange), all as provided, to the extent and in the
manner specified in the Indenture and the Supplemental Indenture
hereinafter mentioned on the reverse hereof.
Reference is hereby made to the 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.
45
42
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed on its behalf by its Chairman of the Board and
its 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 by manual or facsimile signature.
THE DETROIT EDISON COMPANY
Dated January 3, 1990 By
----------------------------------
Chairman of the Board
----------------------------------
President
Attest:
----------------------------------
Secretary
46
43
[FORM OF REVERSE OF BOND]
This bond is the only bond 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 said bonds known as General and Refunding Mortgage Bonds,
1990 Series C (elsewhere herein referred to as the "1990 Series C Bond"),
limited to an aggregate principal amount of $85,475,000, except as
otherwise provided in the Indenture hereinafter mentioned. This bond is
issued and to be issued under, and is 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 February 15,
1990) 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 February 15, 1990, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at different
times, may bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights and obligations
of the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental thereto, may
be modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in principal amount of the bonds then
outstanding, and, if the rights of one or more, but less than all, series
of bonds then outstanding are to be affected by the action proposed to be
taken, then also by affirmative vote of at least eighty-five percent (85%)
in principal amount of the series of bonds so to be affected (excluding in
every instance bonds disqualified from voting by reason of the Company's
interest therein as specified in the Indenture); provided, however, that,
without the consent of the holder hereof, no such modification or
alteration shall, among other things, affect the terms of payment of the
principal of, or the interest on, this bond, which in those respects is
unconditional.
The holder of the 1990 Series C Bond, by its acceptance of and holding
thereof, consents and agrees that bonds of any series may be issued which
mature on a date or dates later than October 1, 2024 and also consents 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
holder further agrees that (a) such consent shall, for all purposes of
Article XV of the Indenture and without further action on the part of such
holder, be deemed the affirmative vote of such holder 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 percent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto substan-
tially in the manner set forth in Section 3 of Part I of the Supplemental
Indenture dated as of February 15, 1990, or in writing, or by affirmative
vote cast at a meeting called pursuant to said Article XV, or by any
combination thereof.
Principal payments shall be made hereon annually, payable on March 31 of
each year (commencing March 31, 1990) as set forth below, until the final
payment of principal shall be made:
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- -----------
March 31, 1990................................ $3,419,000 $82,056,000
47
44
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT
PAYMENT PAYMENT REMAINING
DATE DUE OUTSTANDING
------------------ ---------- -----------
March 31, 1991................................ 3,419,000 78,637,000
March 31, 1992................................ 3,419,000 75,218,000
March 31, 1993................................ 3,419,000 71,799,000
March 31, 1994................................ 3,419,000 68,380,000
March 31, 1995................................ 3,419,000 64,961,000
March 31, 1996................................ 3,419,000 61,542,000
March 31, 1997................................ 3,419,000 58,123,000
March 31, 1998................................ 3,419,000 54,704,000
March 31, 1999................................ 3,419,000 51,285,000
March 31, 2000................................ 3,419,000 47,866,000
March 31, 2001................................ 3,419,000 44,447,000
March 31, 2002................................ 3,419,000 41,028,000
March 31, 2003................................ 3,419,000 37,609,000
March 31, 2004................................ 3,419,000 34,190,000
March 31, 2005................................ 3,419,000 30,771,000
March 31, 2006................................ 3,419,000 27,352,000
March 31, 2007................................ 3,419,000 23,933,000
March 31, 2008................................ 3,419,000 20,514,000
March 31, 2009................................ 3,419,000 17,095,000
March 31, 2010................................ 3,419,000 13,676,000
March 31, 2011................................ 3,419,000 10,257,000
March 31, 2012................................ 3,419,000 6,838,000
March 31, 2013................................ 3,419,000 3,419,000
March 31, 2014................................ 3,419,000 0
This bond shall be redeemable prior to stated maturity, at the election
of the Company on any interest payment date, at the redemption prices
calculated in accordance with the formula set forth below on giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company not more than ninety (90) days nor less than thirty (30)
days prior to the date fixed for redemption to the registered holder of
the 1990 Series C Bond.
48
45
The optional redemption payment of each bond to be redeemed shall be
equal to the present worth, on the date of redemption, of the remaining
scheduled semi- annual payments of interest and annual retirement of
principal of such bond, calculated as follows. Determine the present value
of each scheduled semi-annual payment of interest and annual retirement of
principal by dividing each payment by the Present Value Divisor (PVD),
where:
____________
PVD = (\/1.0 + I) (D)
I = That annual interest rate (which has been adjusted for semi-annual
compounding) for U.S. Treasury securities, with comparable maturities
as set forth in the Federal Reserve statistical release, designated
H.15 (519), or its successor, published at least 4 days but not
more than 10 days prior to the optional redemption date. The rate
shall be the "This Week" rate for Treasury Constant Maturities.
Straight line interpolate to 3 decimal places after rounding the
prepayment period to the nearest month (1st-15th round down) to
match the remaining term of the bond to be redeemed.
D = Present value divisor for the preceding 6 month interest period (D
equals 1.0 for the period preceding the first period, which is the
period from the redemption date to the first scheduled payment date
thereafter).
Add the present value for all scheduled annual retirements of
principal and semi-annual payments of interest to determine the sum
to be paid upon redemption of each bond.
If the optional redemption payment is greater than the principal
outstanding as of the date of optional redemption, the prepayment
results in a premium, plus in each case accrued interest to the date
fixed for redemption. If the optional redemption payment is less
than the principal outstanding as of the date of the optional
redemption, the prepayment results in a discount which shall be
deducted from the outstanding principal amount which otherwise would
have been paid, plus in each case accrued interest to the date fixed
for redemption.
No redemption pursuant to this paragraph shall be credited to, or relieve
the Company to any extent from its obligation to make the principal
payment provided for above.
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 said 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.
49
46
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is the only bond of the series designated therein, described
TRUSTEE'S in the within- mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By
---------------------------------
Authorized Officer
50
47
PART VI.
CREATION OF TWO HUNDRED EIGHTY-SIXTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1990 SERIES F
TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred eighty-sixth
OF 1990 SERIES F. series of bonds to be issued under and secured by the Original Indenture
as amended to date and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bonds, 1990 Series F"
(elsewhere herein referred to as the "bonds of 1990 Series F"). The
aggregate principal amount of bonds of 1990 Series F shall be limited to
the principal amount of 1990 Series C Bond being exchanged, except as
provided in Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
The bonds of 1990 Series F shall mature on March 31, 2014 and shall be
issued in exchange for, and in an aggregate principal amount equal to the
principal amount remaining outstanding on, the 1990 Series C Bond as of
the date of such exchange. The bonds of 1990 Series F shall be issued as
registered bonds without coupons in denominations of $10,000 and any
multiple thereof, and shall bear interest, payable semi-annually on March
31 and September 30 of each year (commencing on the first March 31 or
September 30 following the date of such exchange), at the rate of eight
and 357/1000 per centum (8.357%) per annum until the principal 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. Except as otherwise specifically provided in
this Supplemental Indenture, the principal of and interest on the bonds of
1990 Series F shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, The State of New York in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts. The interest on
bonds of 1990 Series F, whether in temporary or definitive form, shall be
payable without presentation of such bonds and (subject to the provisions
of this Section 1) only to or upon the written order of the registered
holders thereof.
Each bond of 1990 Series F shall be dated the date of its authentication
and interest shall be payable on the principal represented thereby from
the March 31 or September 30 next preceding the date thereof to which
interest has been paid on bonds of 1990 Series F, 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.
The bonds of 1990 Series F in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of bonds of 1990
Series F). Until bonds of 1990 Series F 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 1990
Series F in temporary form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 1990 Series F, if any, may be printed and
may be issued in authorized denominations in substantially the form of
definitive bonds of 1990 Series F, but without a recital of redemption
prices and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by the Company.
51
48
Interest on any bond of 1990 Series F which is payable on any interest
payment date and is punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous bond to the extent
evidencing the same debt as that evidenced by that bond, is registered at
the close of business on the regular record date for such interest, which
regular record date shall be the fifteenth day of March or September as
the case may be (whether or not a business day) next preceding such
interest payment date. If the Company shall default in the payment of the
interest due on any interest payment date on the principal represented by
any bond of 1990 Series F, such defaulted interest shall forthwith cease
to be payable to the registered holder of that bond on the relevant
regular record date by virtue of his having been such holder, and such
defaulted interest may be paid to the registered holder of that bond (or
any bond or bonds of 1990 Series F issued upon transfer or exchange
thereof) on the date of payment of such defaulted interest or, at the
election of the Company, to the person in whose name that bond (or any
bond or bonds of 1990 Series F issued upon transfer or exchange thereof)
is registered on a subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of bonds of 1990 Series
F not less than ten (10) days preceding such subsequent record date, which
subsequent record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF BONDS SECTION 2. The bonds of 1990 Series F shall be redeemable (i) on March
OF 1990 31 in each year, commencing March 31 in the first calendar year
SERIES F. subsequent to initial issuance, through the operation of the sinking fund
hereinafter described at 100% of the principal amount thereof, (ii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance, as a
whole, or in part, from time to time, at par plus in each case accrued
interest to the date fixed for redemption if such redemption does not
utilize, directly or indirectly, the proceeds of and is not in
anticipation of any refunding operation involving borrowing at an interest
cost to the Company, computed in accordance with generally accepted
financial practice, of less than 8.357% per annum, and (iii) at the
election of the Company on any date prior to maturity, commencing March 31
of the eleventh (11th) calendar year subsequent to initial issuance as a
whole, or in part, from time to time, at the following redemption prices
(expressed as percentages of the principal amount thereof) plus in each
case (whether through operation of the sinking fund or otherwise) accrued
interest to the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The bonds of 1990 Series F shall be redeemable as aforesaid as provided
herein and as specified in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by or on behalf
of the Company at least thirty (30) days prior to the date fixed for
redemption to the registered holders of bonds of 1990 Series F so called
for redemption at their last respective addresses appearing on the
register thereof, but failure to mail such notice to the registered
holders of any bonds of 1990 Series F designated for redemption shall not
affect the validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1990 Series F (or
any portion thereof) so called for redemption from and after the date
fixed for redemption if payment sufficient to redeem the bonds of 1990
Series F (or such protion) designated for redemption has been duly
provided for. Bonds of 1990 Series F redeemed in part only shall be in
amounts of $10,000 or any multiple thereof.
52
49
If the giving of the notice of redemption shall have been completed, or
if provision satisfactory to the Trustee for the giving of such notice
shall have been made, and if the Company shall have deposited with the
Trustee in trust funds (which shall become available for payment to the
holders of the bonds of 1990 Series F so to be redeemed) sufficient to
redeem bonds of 1990 Series F in whole or in part, on the date fixed for
redemption, then all obligations of the Company in respect of such bonds
(or portions thereof) so to be redeemed and interest due or to become due
thereon shall cease and be discharged and the holders of such bonds of
1990 Series F (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on
their part under the Indenture or in respect of such bonds (or portions
thereof) and interest.
As and for the sinking fund for the retirement of the bonds of 1990
Series F the Company will, until all the bonds of 1990 Series F are paid
or payment thereof provided for, deposit with the Trustee prior to March
31 in each year, commencing March 31 of the first calendar year subsequent
to initial issuance, an amount in cash sufficient to redeem on such March
31 $3,420,000 principal amount of bonds of 1990 Series F.
On or before February 1 in each year, commencing February 1 of the first
calendar year subsequent to initial issuance the Company (i) may deliver
bonds of 1990 Series F (other than any previously called for redemption
for the sinking fund) and (ii) may apply as a credit bonds for 1990 Series
F redeemed at the election of the Company otherwise than through the
sinking fund, in each case in satisfaction of all or any part of the
amount of any sinking fund payment. Each such bond of 1990 Series F shall
be received or credited for such purpose by the Trustee at the principal
amount thereof and the amount of such sinking fund payment shall be
reduced accordingly.
On February 1 in each year, commencing February 1 of the first calendar
year subsequent to initial issuance, the Company will deliver to the
Trustee a treasurer's certificate, which shall be irrevocable, specifying
the amount of the next ensuing sinking fund payment and the portions
thereof which are to be satisfied by payment of cash, by delivery of bonds
of 1990 Series F or by crediting bonds of 1990 Series F previously
redeemed. The treasurer's certificate shall also state that bonds of 1990
Series F forming the basis of any such credit do not include any bonds of
1990 Series F which have been called for redemption for the sinking fund
or previously credited against any sinking fund payment. The Trustee
shall, upon the receipt of the treasurer's certificate, select the bonds
of 1990 Series F to be redeemed upon the next ensuing March 31 in the
manner hereinabove provided for and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner
hereinabove provided for. Such notice having been duly given, the
redemption of such bonds of 1990 Series F shall be made upon the terms and
in the manner and with the effect hereinabove provided for with respect to
redemptions.
EXCHANGE AND At the option of the registered holder, any bonds of 1990 Series F, upon
TRANSFER. surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney, shall be exchangeable
for a like aggregate principal amount of bonds of 1990 Series F of other
authorized denominations, upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. Bonds of 1990 Series F
shall be transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New York. The
Company waives its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1990 Series F during any
period of ten (10) days next preceding any interest payment date for such
bonds.
53
50
Bonds of 1990 Series F, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any
stock exchange or to conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1990 Series F, 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 percent (85%) in principal
amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 3, or in
writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
54
51
FORM OF BONDS OF SECTION 4. The bonds of 1990 Series F and the form of Trustee's
1990 SERIES F. 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
1990 Series F, 8.357% due March 31, 2014
$______________ No. _____________
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to or registered assigns, at its office
or agency in the Borough of Manhattan, The City and State of New York, the
principal sum of in lawful money of the United States of
America on the thirty-first day of March, 2014, and to pay interest
thereon at the rate specified in the title hereof, at such office or
agency, in like lawful money, from , and after the first
interest payment on bonds of this Series from the most recent date to
which such interest has been paid, semi-annually on the thirty-first day
of March and the thirtieth day in September each year, to the person in
whose name this bond is registered at the close of business on the
preceding fifteenth day of March or September (subject to certain
exceptions provided in the Indenture hereinafter mentioned), until the
Company's obligation with respect to payment of said principal shall have
been discharged as provided in such Indenture.
Reference is hereby made to the 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 aforesaid Indenture, or its
successor thereunder, shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instru-
ment to be executed on its behalf 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
-------------------------
Attest: President
-------------------------
Secretary
55
52
[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 said bonds known as General and Refunding Mortgage Bonds, 1990 Series
F, (elsewhere herein referred to as the "bonds of 1990 Series F"), limited
to [the aggregate principal amount of the 1990 Series C Bond being
converted], 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 February 15, 1990) 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 February 15,
1990, are hereinafter collectively called the "Indenture"). As provided in
the Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may bear interest
at different rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and
of the holders of the bonds and the terms and provisions of the Indenture,
or of any indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five percent (85%)
in principal amount of the bonds then outstanding, and, if the rights of
one or more, but less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by affirmative vote
of at least eighty-five percent (85%) in principal amount of the series of
bonds so to be affected (excluding in every instance bonds disqualified
from voting by reason of the Company's interest therein as specified in
the Indenture); provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of, or the interest on, this
bond, which in those respects is unconditional.
The holders of the bonds of 1990 Series F, 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 percent (85%) in principal amount
of bonds outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 3 of Part I of the
Supplemental Indenture dated as of February 15, 1990, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or
by any combination thereof.
56
53
This bond is redeemable on giving notice of such redemption by first
class mail, postage prepaid, by or on behalf of the Company at least
thirty (30) but not more than ninety (90) days prior to the date fixed for
redemption to the registered holder of this bond at his last address
appearing on the register thereof, in the manner and upon the terms
provided in the Indenture, (i) on March 31 in each year, commencing [March
31, ], through the operation of the sinking fund for bonds of 1990
Series F at 100% of the principal amount hereof, (ii) at the election of
the Company on any date prior to maturity, commencing March 31 of the
eleventh (11th) calendar year subsequent to initial issuance, as a whole,
or in part, from time to time, at par plus in each case accrued interest
to the date fixed for redemption if such redemption does not utilize,
directly or indirectly, the proceeds of and is not in anticipation of any
refunding operation involving borrowing at an interest cost to the
Company, computed in accordance with generally accepted financial
practice, of less than 8.357% per annum, and (iii) at the election of the
Company on any date prior to maturity, commencing March 31 of the eleventh
(11th) calendar year subsequent to initial issuance, as a whole or in
part, from time to time, at the following redemption prices (expressed as
percentages of the principal amount hereof) plus in each case (whether
through operation of the sinking fund or otherwise) accrued interest to
the date fixed for redemption:
IF REDEEMED
DURING 12 MONTH
PERIOD ENDING REDEMPTION
MARCH 31, PRICE
--------------- -----------
Year 11................................ 102.50%
Year 12................................ 102.00
Year 13................................ 101.50
Year 14................................ 101.00
Year 15................................ 100.50
Thereafter............................. 100.00
The Company will deposit with the Trustee as and for a sinking fund for
the bonds of Series F prior to each March 31, commencing [ ],
an amount sufficient to redeem $3,420,000 principal amount of bonds of
1990 Series F, less the amount of any credit against any such payment
taken by the Company for bonds of 1990 Series F delivered to the Trustee
or redeemed by the Company otherwise than through the sinking fund.
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 1990 Series F (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 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 said Indenture.
This bond is transferable by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, The City and
State of New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond or bonds of the same series of authorized
denominations for a like aggregate principal amount will be issued to the
transferee or transferees in exchange herefor, and this bond with others
in like form may in like manner be exchanged for one or more new
registered bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon payment, in any event,
of the charges prescribed in the Indenture.
57
54
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF 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
58
55
PART VII.
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
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
59
56
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
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
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
60
57
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
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
October 15, 1985.................. Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
61
58
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
April 1, 1986..................... 1986 Series A and 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
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 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 December 1, 1989 providing
for the terms of bonds to be issued thereunder of Series KKP No. 11 and
1989 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 December 19, 1989 (Filing No. 99782),
has been filed and recorded in the Office of the Interstate Commerce
Commission (Recordation No. 5485-000), 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.................... December 19, 1989 2548 1-29
Huron...................... December 19, 1989 533 702-730
Ingham..................... December 19, 1989 1793 766-794
Lapeer..................... December 19, 1989 676 970-998
Lenawee.................... December 19, 1989 1113 98-126
Livingston................. December 19, 1989 1382 437-465
Macomb..................... December 19, 1989 04784 792-820
Mason...................... December 19, 1989 387 516-544
Monroe..................... December 19, 1989 1103 0100-0128
Oakland.................... December 19, 1989 11194 511-539
Sanilac.................... December 19, 1989 407 685-713
St. Clair.................. December 19, 1989 946 919-947
Tuscola.................... December 19, 1989 598 863-891
Washtenaw.................. December 19, 1989 2371 834-862
Wayne...................... December 19, 1989 24466 89-837
62
59
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. 1-9, FFR Nos. 1-11, 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. 1-8, QQP Nos. 1-7 and
10-14 and TTP Nos. 1-6, 1980 Series A, 1980 Series CP Nos. 1-5 and 13-16,
1980 Series DP Nos. 1-5 and 1981 Series AP No. 1-4 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 VIII.
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.
63
60
PART IX.
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
Vice President and Treasurer
EXECUTION. Attest:
/s/ SUSAN M. BEALE
------------------------------------
Susan M. Beale
Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
/s/ ELAINE M. GODFREY
------------------------------------
Elaine M. Godfrey
/s/ BETTY M. HANSEN
------------------------------------
Betty M. Hansen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ BARBARA A. JOINER
------------------------------
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/ Y. PATRICIA BLUE
------------------------------------
Y. Patricia Blue
64
61
STATE OF MICHIGAN SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 14th day of February, 1990, 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 his business address is 2000 Second Avenue,
Detroit, Michigan 48226 and he 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.
/s/ JANET A. SCULLEN
---------------------------------
(Notarial Seal) Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
STATE OF NEW YORK SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 12th day of February, 1990, 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 Barbara A. Joiner, to me personally known, who, being
by me duly sworn, did say that her business address is Four Albany Street,
New York, New York 10015, and she 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
65
62
STATE OF MICHIGAN SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO L. L. Loomans, being duly sworn, says: that he is the Vice President and
CONSIDERATION 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.
/s/ L. L. LOOMANS
--------------------------------
L. L. Loomans
Sworn to before me this 14th day of
February, 1990
/s/ JANET A. SCULLEN
-------------------------------------
Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue,
Detroit, Michigan 48226