1
EXHIBIT 4-174
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 August 1, 1995
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES AP, DUE SEPTEMBER 1, 2025
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES BP, DUE AUGUST 15, 2025
AND
(C) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Bonds to be 1995 Series AP and 1995 Series BP...................... 5
Further Assurance.................................................. 5
Authorization of Supplemental Indenture............................ 5
Consideration for Supplemental Indenture........................... 5
PART I.
CREATION OF THREE HUNDRED EIGHTEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES AP
Sec. 1. Certain terms of Bonds of 1995 Series AP..................... 6
Sec. 2. Redemption of Bonds of 1995 Series AP........................ 8
Sec. 3.Redemption of Bonds of 1995 Series AP in event of acceleration
of Strategic Fund Revenue Bonds............................... 8
Sec. 4. Form of Bonds of 1995 Series AP.............................. 9
Form of Trustee's Certificate................................ 14
PART II.
CREATION OF THREE HUNDRED NINETEENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES BP
Sec. 1. Certain terms of Bonds of 1995 Series BP..................... 15
Sec. 2. Redemption of Bonds of 1995 Series BP........................ 17
Sec. 3.Redemption of Bonds of 1995 Series BP in event of acceleration
of Strategic Fund Revenue Bonds............................... 17
Sec. 4. Form of Bonds of 1995 Series BP.............................. 18
Form of Trustee's Certificate................................ 23
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 24
Recording and filing of Supplemental Indentures...................... 24
Recording of Certificates of Provision for Payment................... 30
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 30
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act................ 30
Execution in Counterparts............................................ 30
Testimonium.......................................................... 31
Execution............................................................ 31
Acknowledgement of execution by Company.............................. 31
Acknowledgement of execution by Trustee.............................. 32
Affidavit as to consideration and good faith......................... 33
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the first day of August, in the year
one thousand nine hundred and ninety-five, between THE DETROIT EDISON
COMPANY, a corporation organized and existing under the laws of the State
of Michigan and a transmitting utility (hereinafter called the "Company"),
party of the first part, and BANKERS TRUST COMPANY, a corporation
organized and existing under the laws of the State of New York, having its
corporate trust office at Four Albany Street, in the Borough of Manhattan,
The City and State of New York, as Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called the "Trustee"), party of
the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered its Mortgage
INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"),
SUPPLEMENTALS. dated as of October 1, 1924, to the Trustee, for the security of all bonds
of the Company outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1,
1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1,
1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1,
1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954,
May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1,
1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971,
November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January
15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15,
1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July
1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979,
July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980,
April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15,
1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June
15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1,
1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991,
November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992,
July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992,
January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993,
March 1, 1994, June 15, 1994, August 15, 1994 and December 1, 1994
supplemental to the Original Indenture, have heretofore been entered into
between the Company and the Trustee (the Original Indenture and all
indentures supplemental thereto together being hereinafter sometimes
referred to as the "Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall be issuable in one
BONDS UNDER or more series, and makes provision that the rates of interest and dates
INDENTURE. for the payment thereof, the date of maturity or dates of maturity, if of
serial maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons of any series
and any other provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the Board of Directors may determine,
may be expressed in a supplemental indenture to be made by the Company to
the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Eight billion three hundred
ISSUED. twenty- eight million five hundred seventy-seven thousand dollars
($8,328,577,000) have heretofore been issued under the indenture as
follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
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(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-179) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(180-194) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(195) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(196-220) Bonds of 1980 Series CP Nos.
1-25 -- Principal Amount $35,000,000,
(221-231) Bonds of 1980 Series DP Nos.
1-11 -- Principal Amount $10,750,000,
(232-247) Bonds of 1981 Series AP Nos.
1-16 -- Principal Amount $124,000,000,
(248) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(249) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(250) Bonds of Series PP -- Principal Amount $70,000,000,
(251) Bonds of Series RR -- Principal Amount $70,000,000,
(252) Bonds of Series EE -- Principal Amount $50,000,000,
(253-254) Bonds of Series MMP and MMP No.
2 -- Principal Amount $5,430,000,
(255) Bonds of Series T -- Principal Amount $75,000,000,
(256) Bonds of Series U -- Principal Amount $75,000,000,
(257) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(258) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(259) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(260) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(261) Bonds of Series V -- Principal Amount $100,000,000,
(262) Bonds of Series SS -- Principal Amount $150,000,000,
(263) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(264) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(265) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(266) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(267) Bonds of Series X -- Principal Amount $100,000,000,
(268) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(269) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(270) Bonds of Series Y -- Principal Amount $60,000,000,
(271) Bonds of Series Z -- Principal Amount $100,000,000,
(272) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(273) Bonds of 1984 Series AP -- Principal Amount $2,400,000
(274) Bonds of 1984 Series BP -- Principal Amount $7,750,000
all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having been called for redemption
and funds necessary to effect the payment, redemption and retirement
thereof having been deposited with the Trustee as a special trust fund to
be applied for such purpose;
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(275) Bonds of Series R in the principal amount of One hundred million
dollars ($100,000,000), all of which are outstanding at the date hereof;
(276) Bonds of Series S in the principal amount of One hundred fifty
million dollars ($150,000,000), all of which are outstanding at the date
hereof;
(277-283) Bonds of Series KKP Nos. 9-15 in the principal amount of One
hundred ninety-nine million five hundred ninety thousand dollars
($199,590,000), all of which are outstanding at the date hereof;
(284) 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;
(285) Bonds of 1990 Series A in the principal amount of One hundred
ninety-four million six hundred forty-nine thousand dollars
($194,649,000) of which Thirty-seven million six hundred seventy-four
thousand dollars ($37,674,000) principal amount have heretofore been
retired and One hundred fifty-six million nine hundred seventy-five
thousand dollars ($156,975,000) principal amount are outstanding at the
date hereof;
(286) Bonds of 1990 Series B in the principal amount of Two hundred
fifty-six million nine hundred thirty-two thousand dollars
($256,932,000) of which Fifty-seven million ninety-six thousand dollars
($57,096,000) principal amount have heretofore been retired and One
hundred ninety-nine million eight hundred thirty-six thousand dollars
($199,836,000) principal amount are outstanding at the date hereof;
(287) Bonds of 1990 Series C in the principal amount of Eighty-five
million four hundred seventy-five thousand dollars ($85,475,000) of
which Twenty million five hundred fourteen thousand dollars ($20,514,000)
principal amount have heretofore been retired and Sixty-four million nine
hundred sixty-one thousand dollars ($64,961,000) principal amount are
outstanding at the date hereof;
(288) Bonds of 1991 Series AP in the principal amount of Thirty-two
million three hundred seventy-five thousand dollars ($32,375,000), all
of which are outstanding at the date hereof;
(289) Bonds of 1991 Series BP in the principal amount of Twenty-five
million nine hundred ten thousand dollars ($25,910,000), all of which
are outstanding at the date hereof;
(290) Bonds of 1991 Series CP in the principal amount of Thirty-two
million eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
(291) Bonds of 1991 Series DP in the principal amount of Thirty-seven
million six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
(292) Bonds of 1991 Series EP in the principal amount of Forty-one million
four hundred eighty thousand dollars ($41,480,000), all of which are
outstanding at the date hereof;
(293) Bonds of 1991 Series FP in the principal amount of Ninety-eight
million three hundred seventy-five thousand dollars ($98,375,000), all
of which are outstanding at the date hereof;
(294) Bonds of 1992 Series BP in the principal amount of Twenty million
nine hundred seventy-five thousand dollars ($20,975,000), all of which
are outstanding at the date hereof;
(295) Bonds of 1992 Series AP in the principal amount of Sixty-six million
dollars ($66,000,000), all of which are outstanding at the date hereof;
(296) Bonds of 1992 Series D in the principal amount of Three hundred
million dollars ($300,000,000), of which Ten million dollars
($10,000,000) principal amount have heretofore been retired and Two
hundred ninety million ($290,000,000) principal amount are outstanding at
the date hereof;
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(297) Bonds of 1992 Series CP in the principal amount of Thirty-five
million dollars ($35,000,000), all of which are outstanding at the date
hereof;
(298) Bonds of 1992 Series E in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(299) Bonds of 1989 Series BP No. 2 in the principal amount of Thirty-six
million dollars ($36,000,000), all of which are outstanding at the date
hereof;
(300) Bonds of 1993 Series C in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are outstanding
at the date hereof;
(301) Bonds of 1993 Series B in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(302) Bonds of 1993 Series E in the principal amount of Four hundred
million dollars ($400,000,000), of which Ten million dollars
($10,000,000) principal amount have heretofore been retired and Three
hundred ninety million ($390,000,000) principal amount are outstanding at
the date hereof;
(303) Bonds of 1993 Series D in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at the date
hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five million six
hundred eighty-five thousand dollars ($5,685,000), all of which are
outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are outstanding
at the date hereof;
(306) Bonds of 1993 Series J in the principal amount of Three hundred
million dollars ($300,000,000), of which Thirty million dollars
($30,000,000) principal amount have heretofore been retired and Two
hundred seventy million ($270,000,000) principal amount are outstanding at
the date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five million
eight hundred twenty-five thousand dollars ($5,825,000), all of which
are outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal amount of Sixty-five
million dollars ($65,000,000), all of which are outstanding at the date
hereof;
(309) Bonds of 1993 Series H in the principal amount of Fifty million
dollars ($50,000,000), all of which are outstanding at the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One hundred sixty
million dollars ($160,000,000), all of which are outstanding at the date
hereof;
(311) Bonds of 1994 Series AP in the principal amount of Seven million
five hundred thirty-five thousand dollars ($7,535,000), all of which are
outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal amount of Twelve million
nine hundred thirty-five thousand dollars ($12,935,000), all of which
are outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at the date
hereof;
(314) Bonds of 1994 Series DP in the principal amount of Twenty-three
million seven hundred thousand dollars ($23,700,000), all of which are
outstanding at the date hereof;
and, accordingly, of the bonds so issued, Three billion four hundred
ninety-five million one hundred twenty-two thousand dollars
($3,495,122,000) principal amount are outstanding at the date hereof; and
REASON FOR
CREATION OF
NEW SERIES.
WHEREAS,
the
Michigan
Strategic
Fund has
agreed to
issue and
sell
$97,000,000
principal
amount of
its Limited
Obligation
Refunding
Revenue
Bonds
(The
Detroit
Edison
Company
Pollution
Control
Bonds
Project),
Collateralized
Series
1995AA,
in
order
to
provide
funds
for the
refunding
of
certain
pollution
control
related
bonds
previously
issued to
finance
pollution
control
projects
of the
Company;
and
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WHEREAS, THE COMPANY WILL ENTER INTO A LOAN AGREEMENT, DATED AS OF
SEPTEMBER 1, 1995, WITH THE MICHIGAN STRATEGIC FUND IN CONNECTION WITH THE
ISSUANCE OF THE COLLATERALIZED SERIES 1995AA BONDS IN ORDER TO REFUND
CERTAIN POLLUTION CONTROL RELATED BONDS, AND PURSUANT TO SUCH LOAN
AGREEMENT THE COMPANY HAS AGREED TO ISSUE ITS GENERAL AND REFUNDING
MORTGAGE BONDS UNDER THE INDENTURE IN ORDER FURTHER TO SECURE ITS
OBLIGATIONS UNDER SUCH LOAN AGREEMENT; AND
WHEREAS, THE MICHIGAN STRATEGIC FUND HAS AGREED TO ISSUE AND SELL
$22,175,000 PRINCIPAL AMOUNT OF ITS LIMITED OBLIGATION REFUNDING REVENUE
BONDS (THE DETROIT EDISON COMPANY POLLUTION CONTROL BONDS PROJECT),
COLLATERALIZED SERIES 1995BB, IN ORDER TO PROVIDE FUNDS FOR THE REFUNDING
OF CERTAIN POLLUTION CONTROL RELATED BONDS PREVIOUSLY ISSUED TO FINANCE
POLLUTION CONTROL PROJECTS OF THE COMPANY; AND
WHEREAS, THE COMPANY WILL ENTER INTO A LOAN AGREEMENT, DATED AS OF
AUGUST 1, 1995, WITH THE MICHIGAN STRATEGIC FUND IN CONNECTION WITH THE
ISSUANCE OF THE COLLATERALIZED SERIES 1995BB BONDS IN ORDER TO REFUND
CERTAIN POLLUTION CONTROL RELATED BONDS, AND PURSUANT TO SUCH LOAN
AGREEMENT THE COMPANY HAS AGREED TO ISSUE ITS GENERAL AND REFUNDING
MORTGAGE BONDS UNDER THE INDENTURE IN ORDER FURTHER TO SECURE ITS
OBLIGATIONS UNDER SUCH LOAN AGREEMENT; AND
WHEREAS, FOR SUCH PURPOSES THE COMPANY DESIRES TO ISSUE NEW SERIES OF
BONDS TO BE ISSUED UNDER THE INDENTURE AND TO BE AUTHENTICATED AND
DELIVERED PURSUANT TO SECTION 8 OF ARTICLE III OF THE INDENTURE; AND
BONDS TO BE WHEREAS, THE COMPANY DESIRES BY THIS SUPPLEMENTAL INDENTURE TO CREATE
1995 SERIES AP AND NEW SERIES OF BONDS, TO BE DESIGNATED "GENERAL AND REFUNDING MORTGAGE
1995 SERIES BP. BONDS, 1995 SERIES AP" AND "GENERAL AND REFUNDING MORTGAGE BONDS, 1995
SERIES BP"; AND
FURTHER WHEREAS, THE ORIGINAL INDENTURE, BY ITS TERMS, INCLUDES IN THE PROPERTY
ASSURANCE. SUBJECT TO THE LIEN THEREOF ALL OF THE ESTATES AND PROPERTIES, REAL,
PERSONAL AND MIXED, RIGHTS, PRIVILEGES AND FRANCHISES OF EVERY NATURE AND
KIND AND WHERESOEVER SITUATE, THEN OR THEREAFTER OWNED OR POSSESSED BY OR
BELONGING TO THE COMPANY OR TO WHICH IT WAS THEN OR AT ANY TIME THEREAFTER
MIGHT BE ENTITLED IN LAW OR IN EQUITY (SAVING AND EXCEPTING, HOWEVER, THE
PROPERTY THEREIN SPECIFICALLY EXCEPTED OR RELEASED FROM THE LIEN THEREOF),
AND THE COMPANY THEREIN COVENANTED THAT IT WOULD, UPON REASONABLE REQUEST,
EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AS MAY BE NECESSARY OR PROPER
FOR THE BETTER ASSURING AND CONFIRMING UNTO THE TRUSTEE ALL OR ANY PART OF
THE TRUST ESTATE, WHETHER THEN OR THEREAFTER OWNED OR ACQUIRED BY THE
COMPANY (SAVING AND EXCEPTING, HOWEVER, PROPERTY SPECIFICALLY EXCEPTED OR
RELEASED FROM THE LIEN THEREOF); AND
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and authority
OF SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of
INDENTURE. the Indenture, and pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes herein
provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
FOR SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained
INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustee and its
successors in the trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
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PART I.
CREATION OF THREE HUNDRED EIGHTEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES AP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred eighteenth
OF BONDS OF series of bonds to be issued under and secured by the Original Indenture
1995 SERIES AP. 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, 1995 Series
AP" (elsewhere herein referred to as the "bonds of 1995 Series AP"). The
aggregate principal amount of bonds of 1995 Series AP shall be limited to
Ninety-seven million dollars ($97,000,000), except as provided in Sections
7 and 13 of Article II of the Original Indenture with respect to exchanges
and replacements of bonds.
Each bond of 1995 Series AP is to be irrevocably assigned to, and
registered in the name of, NBD Bank, as trustee, or a successor trustee
(said trustee or any successor trustee being hereinafter referred to as
the "Strategic Fund Trust Indenture Trustee"), under the Trust Indenture,
dated as of September 1, 1995 (hereinafter called the "Strategic Fund
Trust Indenture"), between the Michigan Strategic Fund (hereinafter called
"Strategic Fund"), and the Strategic Fund Trust Indenture Trustee, to
secure payment of the Michigan Strategic Fund Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Pollution Control Bonds
Project), Collateralized Series 1995AA (hereinafter called the "Strategic
Fund Revenue Bonds"), issued by the Strategic Fund under the Strategic
Fund Trust Indenture, the proceeds of which have been provided for the
refunding of certain pollution control related bonds which the Company has
agreed to refund pursuant to the provisions of the Loan Agreement, dated
as of September 1, 1995 (hereinafter called the "Strategic Fund
Agreement"), between the Company and the Strategic Fund.
The bonds of 1995 Series AP shall be issued as registered bonds without
coupons in denominations of a multiple of $5,000. The bonds of 1995 Series
AP shall be issued in the aggregate principal amount of $97,000,000, shall
mature on September 1, 2025 and shall bear interest, payable semi-annually
on March 1 and September 1 of each year (commencing March 1, 1996), at the
rate of 6.40%, until the principal thereof shall have become due and
payable and thereafter until the Company's obligation with respect to the
payment of said principal shall have been discharged as provided in the
Indenture.
The bonds of 1995 Series AP shall be payable as to principal, premium,
if any, and interest as provided in the Indenture, but only to the extent
and in the manner herein provided. The bonds of 1995 Series AP shall be
payable, both as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The City and State of New York, in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts.
Except as provided herein, each bond of 1995 Series AP shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the March 1 or September 1 next
preceding the date thereof to which interest has been paid on bonds of
1995 Series AP, unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall be payable from the
date of authentication, or unless the date of authentication is prior to
March 1, 1996, in which case interest shall be payable from September 1,
1995.
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The bonds of 1995 Series AP in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of bonds of 1995
Series AP). Until bonds of 1995 Series AP 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 1995
Series AP in temporary form, as provided in Section 10 of Article II of
the Indenture. Temporary bonds of 1995 Series AP, if any, may be printed
and may be issued in authorized denominations in substantially the form of
definitive bonds of 1995 Series AP, but with such omissions, insertions
and variations as may be appropriate for temporary bonds, all as may be
determined by the Company.
Bonds of 1995 Series AP shall not be assignable or transferable except
as may be required to effect a transfer to any successor trustee under the
Strategic Fund Trust Indenture, or, subject to compliance with applicable
law, as may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the Strategic Fund
Trust Indenture. Any such transfer shall be made upon surrender thereof
for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York, together with a written
instrument of transfer (if so required by the Company or by the Trustee)
in form approved by the Company duly executed by the holder or by its duly
authorized attorney. Bonds of 1995 Series AP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 1995 Series
AP upon the terms and conditions specified herein and in Section 7 of
Article II of the Indenture. The Company waives its rights under Section 7
of Article II of the Indenture not to make exchanges or transfers of bonds
of 1995 Series AP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1995 Series AP, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be specified in the Strategic
Fund Agreement.
Upon payment of the principal or premium, if any, or interest on the
Strategic Fund Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with Articles I or IV of the Strategic Fund Trust
Indenture, bonds of 1995 Series AP in a principal amount equal to the
principal amount of the Strategic Fund Revenue Bonds, shall, to the extent
of such payment of principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be surrendered for
cancellation or presented for appropriate notation to the Trustee.
10
8
REDEMPTION SECTION 2. Bonds of 1995 Series AP shall be redeemed on the date and in
OF BONDS OF the respective principal amount which correspond to the redemption date
1995 SERIES AP. for, and the principal amount to be redeemed of, the Strategic Fund
Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund Revenue Bonds
prior to maturity in accordance with the provisions of the Strategic Fund
Trust Indenture, the Company shall on the same date redeem bonds of 1995
Series AP in the principal amount and at the redemption price
corresponding to the Strategic Fund Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of bonds of 1995
Series AP on the same date as it gives notice of redemption of Strategic
Fund Revenue Bonds to the Strategic Fund Trust Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the Strategic Fund
OF BONDS OF 1995 Trust Indenture and the acceleration of all Strategic Fund Revenue Bonds,
SERIES AP IN EVENT the bonds of 1995 Series AP shall be redeemable in whole upon receipt by
OF ACCELERATION the Trustee of a written demand (hereinafter called a "Redemption Demand")
OF STRATEGIC FUND from the Strategic Fund Trust Indenture Trustee stating that there has
REVENUE BONDS. occurred under the Strategic Fund Trust Indenture both an Event of Default
and a declaration of acceleration of payment of principal, accrued
interest and premium, if any, on the Strategic Fund Revenue Bonds,
specifying the last date to which interest on the Strategic Fund Revenue
Bonds has been paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding redemption of the bonds of
said series. The Trustee shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate
the date of its receipt by the Trustee. Promptly upon receipt by the
Company of such copy of a Redemption Demand, the Company shall fix a date
on which it will redeem the bonds of said series so demanded to be
redeemed (hereinafter called the "Demand Redemption Date"). Notice of the
date fixed as the Demand Redemption Date shall be mailed by the Company to
the Trustee at least ten days prior to such Demand Redemption Date. The
date to be fixed by the Company as and for the Demand Redemption Date may
be any date up to and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y) the maturity date
of such bonds first occurring following the 20th day after the receipt by
the Trustee of the Redemption Demand; provided, however, that if the
Trustee shall not have received such notice fixing the Demand Redemption
Date on or before the 10th day preceding the earlier of such dates, the
Demand Redemption Date shall be deemed to be the earlier of such dates.
The Trustee shall mail notice of the Demand Redemption Date (such notice
being hereinafter called the "Demand Redemption Notice") to the Strategic
Fund Trust Indenture Trustee not more than ten nor less than five days
prior to the Demand Redemption Date.
11
9
Each bond of 1995 Series AP shall be redeemed by the Company on the
Demand Redemption Date therefore upon surrender thereof by the Strategic
Fund Trust Indenture Trustee to the Trustee at a redemption price equal to
the principal amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual Date to the
Demand Redemption Date plus an amount equal to the aggregate premium, if
any, due and payable on such Demand Redemption Date on all Strategic Fund
Revenue Bonds; provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 604 of the Strategic Fund
Trust Indenture, the Strategic Fund Trust Indenture Trustee has terminated
proceedings to enforce any right under the Strategic Fund Trust Indenture,
then any Redemption Demand shall thereby be rescinded by the Strategic
Fund Trust Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if already given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any subsequent default
or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding, the Trustee
is not authorized to take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or effect, unless it is
executed in the name of the Strategic Fund Trust Indenture Trustee by its
President or one of its Vice Presidents.
FORM OF BONDS SECTION 4. The bonds of 1995 Series AP and the form of Trustee's
OF 1995 SERIES AP. Certificate to be endorsed on such bonds shall be substantially in the
following forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
General and Refunding Mortgage Bond
1995 Series AP, 6.40% due September 1, 2025
Notwithstanding any provisions hereof or in the Indenture, this bond is
not assignable or transferable except as may be required to effect a
transfer to any successor trustee under the Trust Indenture, dated as of
September 1, 1995 between the Michigan Strategic Fund and NBD Bank, as
trustee, or, subject to compliance with applicable law, as may be involved
in the course of the exercise of rights and remedies consequent upon an
Event of Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to the Michigan Strategic Fund, or registered assigns, at the
Company's office or agency in the Borough of Manhattan, The City and State
of New York, the principal sum of dollars ($ ) in
lawful money of the United States of America on the date specified in the
title hereof and interest thereon at the rate specified in the title
hereof, in like lawful money, from September 1, 1995, and after the first
payment of interest on bonds of this Series has been made or otherwise
provided for, from the most recent date to which interest has been paid or
otherwise provided for, semi-annually on March 1 and September 1 of each
year (commencing March 1, 1996), until the Company's obligation with
respect to payment of said principal shall have been discharged, all as
provided, to the extent and in the manner specified in the Indenture
hereinafter mentioned on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been issued.
Under a Trust Indenture, dated as of September 1, 1995 (hereinafter
called the "Strategic Fund Trust Indenture"), between the Michigan
Strategic Fund (hereinafter called "Strategic Fund"), and NBD Bank, as
trustee (hereinafter called the "Strategic Fund Trust Indenture Trustee"),
the Strategic Fund has issued Limited Obligation Refunding Revenue Bonds
(The Detroit Edison Company Pollution Control Bonds Project),
Collateralized Series 1995AA (hereinafter called the "Strategic Fund
Revenue Bonds"). This bond was originally issued to the Strategic Fund and
simultaneously irrevocably assigned to the Strategic Fund Trust Indenture
Trustee so as to secure the payment of the Strategic Fund Revenue Bonds.
Payments of principal of, or premium, if any, or interest on, Strategic
Fund Revenue Bonds shall constitute like payments on this bond as further
provided herein and in the supplemental indenture pursuant to which this
bond has been issued.
Reference is hereby made to such further provisions of this bond set
forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though set forth at this place.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter
mentioned on the reverse hereof, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its Vice
President and Treasurer, with their manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Corporate Secretary or an
Assistant Corporate Secretary with his or her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Vice President
Attest: and Treasurer
............................
Vice President and
Corporate Secretary
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Indenture hereinafter
mentioned or any indentures supplemental thereto, and is one of a series
of General and Refunding Mortgage Bonds known as 1995 Series AP, limited
to an aggregate principal amount of $97,000,000, except as otherwise
provided in the Indenture hereinafter mentioned. This bond and all other
bonds of said series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking, amortization,
improvement or analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may afford additional
security for the bonds of any particular series and except as provided in
Section 3 of Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers Trust Company, a
corporation of the State of New York, as Trustee, to which Indenture and
all indentures supplemental thereto (including the Supplemental Indenture
dated as of August 1, 1995) 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 August 1, 1995, are hereinafter
collectively called the "Indenture"). As provided in the Indenture, said
bonds may be for various principal sums and are issuable in series, which
may mature at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the consent of the
Company and to the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of the bonds
and the terms and provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain respects by
affirmative vote of at least eighty-five percent (85%) in amount of the
bonds then outstanding, and, if the rights of one or more, but less than
all, series of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from voting by
reason of the Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect the terms of
payment of the principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set forth in the
Indenture, including provision for redemption upon demand of the Strategic
Fund Trust Indenture Trustee following the occurrence of an Event of
Default under the Strategic Fund Trust Indenture and the acceleration of
the principal of the Strategic Fund Revenue Bonds.
Under the Indenture, funds may be deposited with the Trustee (which
shall have become available for payment), in advance of the redemption
date of any of the bonds of 1995 Series AP (or portions thereof), in trust
for the redemption of such bonds (or portions thereof) and the interest
due or to become due thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to be redeemed and such
interest shall cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or with respect to
such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the bonds issued thereunder may become or be declared
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
15
13
Upon payment of the principal of, or premium, if any, or interest on,
the Strategic Fund Revenue Bonds, whether at maturity or prior to maturity
by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Articles I or IV of the Strategic Fund
Trust Indenture, bonds of 1995 Series AP in a principal amount equal to
the principal amount of such Strategic Fund Revenue Bonds and having both
a corresponding maturity date and interest rate shall, to the extent of
such payment of principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as may be required to
effect a transfer to any successor trustee under the Strategic Fund Trust
Indenture, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent
upon an Event of Default under the Strategic Fund Trust Indenture. Any
such transfer shall be made by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, The City and
State of New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond of the same series of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in like form
may in like manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same aggregate
principal amount, all as provided and upon the terms and conditions set
forth in the Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated therein,
TRUSTEE'S described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
17
15
PART II.
CREATION OF THREE HUNDRED NINETEENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1995 SERIES BP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred nineteenth
OF BONDS OF series of bonds to be issued under and secured by the Original Indenture
1995 SERIES BP. 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, 1995 Series
BP" (elsewhere herein referred to as the "bonds of 1995 Series BP"). The
aggregate principal amount of bonds of 1995 Series BP shall be limited to
Twenty-two million one hundred seventy-five thousand dollars
($22,175,000), except as provided in Sections 7 and 13 of Article II of
the Original Indenture with respect to exchanges and replacements of
bonds.
Each bond of 1995 Series BP is to be irrevocably assigned to, and
registered in the name of, Comerica Bank, as trustee, or a successor
trustee (said trustee or any successor trustee being hereinafter referred
to as the "Strategic Fund Trust Indenture Trustee"), under the Trust
Indenture, dated as of August 1, 1995 (hereinafter called the "Strategic
Fund Trust Indenture"), between the Michigan Strategic Fund (hereinafter
called "Strategic Fund"), and the Strategic Fund Trust Indenture Trustee,
to secure payment of the Michigan Strategic Fund Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company Pollution Control
Bonds Project), Collateralized Series 1995BB (hereinafter called the
"Strategic Fund Revenue Bonds"), issued by the Strategic Fund under the
Strategic Fund Trust Indenture, the proceeds of which have been provided
for the refunding of certain pollution control related bonds which the
Company has agreed to refund pursuant to the provisions of the Loan
Agreement, dated as of August 1, 1995 (hereinafter called the "Strategic
Fund Agreement"), between the Company and the Strategic Fund.
The bonds of 1995 Series BP shall be issued as registered bonds without
coupons in denominations of a multiple of $5,000. The bonds of 1995 Series
BP shall be issued in the aggregate principal amount of $22,175,000, shall
mature on August 15, 2025 and shall bear interest, payable semi-annually
on February 15 and August 15 of each year (commencing February 15, 1996),
at the rate of 6.20%, until the principal thereof shall have become due
and payable and thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as provided in
the Indenture.
The bonds of 1995 Series BP shall be payable as to principal, premium,
if any, and interest as provided in the Indenture, but only to the extent
and in the manner herein provided. The bonds of 1995 Series BP shall be
payable, both as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The City and State of New York, in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts.
Except as provided herein, each bond of 1995 Series BP shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the February 15 or August 15 next
preceding the date thereof to which interest has been paid on bonds of
1995 Series BP, unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall be payable from the
date of authentication, or unless the date of authentication is prior to
February 15, 1996, in which case interest shall be payable from August 1,
1995.
18
16
The bonds of 1995 Series BP in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of bonds of 1995
Series BP). Until bonds of 1995 Series BP 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 1995
Series BP in temporary form, as provided in Section 10 of Article II of
the Indenture. Temporary bonds of 1995 Series BP, if any, may be printed
and may be issued in authorized denominations in substantially the form of
definitive bonds of 1995 Series BP, but with such omissions, insertions
and variations as may be appropriate for temporary bonds, all as may be
determined by the Company.
Bonds of 1995 Series BP shall not be assignable or transferable except
as may be required to effect a transfer to any successor trustee under the
Strategic Fund Trust Indenture, or, subject to compliance with applicable
law, as may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the Strategic Fund
Trust Indenture. Any such transfer shall be made upon surrender thereof
for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York, together with a written
instrument of transfer (if so required by the Company or by the Trustee)
in form approved by the Company duly executed by the holder or by its duly
authorized attorney. Bonds of 1995 Series BP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 1995 Series
BP upon the terms and conditions specified herein and in Section 7 of
Article II of the Indenture. The Company waives its rights under Section 7
of Article II of the Indenture not to make exchanges or transfers of bonds
of 1995 Series BP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1995 Series BP, in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be specified in the Strategic
Fund Agreement.
Upon payment of the principal or premium, if any, or interest on the
Strategic Fund Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with Articles I or IV of the Strategic Fund Trust
Indenture, bonds of 1995 Series BP in a principal amount equal to the
principal amount of the Strategic Fund Revenue Bonds, shall, to the extent
of such payment of principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be surrendered for
cancellation or presented for appropriate notation to the Trustee.
19
17
REDEMPTION SECTION 2. Bonds of 1995 Series BP shall be redeemed on the date and in
OF BONDS OF the respective principal amount which correspond to the redemption date
1995 SERIES BP. for, and the principal amount to be redeemed of, the Strategic Fund
Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund Revenue Bonds
prior to maturity in accordance with the provisions of the Strategic Fund
Trust Indenture, the Company shall on the same date redeem bonds of 1995
Series BP in the principal amount and at the redemption price
corresponding to the Strategic Fund Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of bonds of 1995
Series BP on the same date as it gives notice of redemption of Strategic
Fund Revenue Bonds to the Strategic Fund Trust Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the Strategic Fund
OF BONDS OF 1995 Trust Indenture and the acceleration of all Strategic Fund Revenue Bonds,
SERIES BP IN EVENT the bonds of 1995 Series BP shall be redeemable in whole upon receipt by
OF ACCELERATION the Trustee of a written demand (hereinafter called a "Redemption Demand")
OF STRATEGIC FUND from the Strategic Fund Trust Indenture Trustee stating that there has
REVENUE BONDS. occurred under the Strategic Fund Trust Indenture both an Event of Default
and a declaration of acceleration of payment of principal, accrued
interest and premium, if any, on the Strategic Fund Revenue Bonds,
specifying the last date to which interest on the Strategic Fund Revenue
Bonds has been paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding redemption of the bonds of
said series. The Trustee shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate
the date of its receipt by the Trustee. Promptly upon receipt by the
Company of such copy of a Redemption Demand, the Company shall fix a date
on which it will redeem the bonds of said series so demanded to be
redeemed (hereinafter called the "Demand Redemption Date"). Notice of the
date fixed as the Demand Redemption Date shall be mailed by the Company to
the Trustee at least ten days prior to such Demand Redemption Date. The
date to be fixed by the Company as and for the Demand Redemption Date may
be any date up to and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y) the maturity date
of such bonds first occurring following the 20th day after the receipt by
the Trustee of the Redemption Demand; provided, however, that if the
Trustee shall not have received such notice fixing the Demand Redemption
Date on or before the 10th day preceding the earlier of such dates, the
Demand Redemption Date shall be deemed to be the earlier of such dates.
The Trustee shall mail notice of the Demand Redemption Date (such notice
being hereinafter called the "Demand Redemption Notice") to the Strategic
Fund Trust Indenture Trustee not more than ten nor less than five days
prior to the Demand Redemption Date.
20
18
Each bond of 1995 Series BP shall be redeemed by the Company on the
Demand Redemption Date therefore upon surrender thereof by the Strategic
Fund Trust Indenture Trustee to the Trustee at a redemption price equal to
the principal amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual Date to the
Demand Redemption Date plus an amount equal to the aggregate premium, if
any, due and payable on such Demand Redemption Date on all Strategic Fund
Revenue Bonds; provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 604 of the Strategic Fund
Trust Indenture, the Strategic Fund Trust Indenture Trustee has terminated
proceedings to enforce any right under the Strategic Fund Trust Indenture,
then any Redemption Demand shall thereby be rescinded by the Strategic
Fund Trust Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if already given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any subsequent default
or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding, the Trustee
is not authorized to take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or effect, unless it is
executed in the name of the Strategic Fund Trust Indenture Trustee by its
President or one of its Vice Presidents.
FORM OF BONDS SECTION 4. The bonds of 1995 Series BP and the form of Trustee's
OF 1995 SERIES BP. Certificate to be endorsed on such bonds shall be substantially in the
following forms, respectively:
21
19
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
General and Refunding Mortgage Bond
1995 Series BP, 6.20% due August 15, 2025
Notwithstanding any provisions hereof or in the Indenture, this bond is
not assignable or transferable except as may be required to effect a
transfer to any successor trustee under the Trust Indenture, dated as of
August 1, 1995 between the Michigan Strategic Fund and Comerica Bank, as
trustee, or, subject to compliance with applicable law, as may be involved
in the course of the exercise of rights and remedies consequent upon an
Event of Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to the Michigan Strategic Fund, or registered assigns, at the
Company's office or agency in the Borough of Manhattan, The City and State
of New York, the principal sum of dollars ($ ) in
lawful money of the United States of America on the date specified in the
title hereof and interest thereon at the rate specified in the title
hereof, in like lawful money, from August 1, 1995, and after the first
payment of interest on bonds of this Series has been made or otherwise
provided for, from the most recent date to which interest has been paid or
otherwise provided for, semi-annually on February 15 and August 15 of each
year (commencing February 15, 1996), until the Company's obligation with
respect to payment of said principal shall have been discharged, all as
provided, to the extent and in the manner specified in the Indenture
hereinafter mentioned on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been issued.
Under a Trust Indenture, dated as of August 1, 1995 (hereinafter called
the "Strategic Fund Trust Indenture"), between the Michigan Strategic Fund
(hereinafter called "Strategic Fund"), and Comerica Bank, as trustee
(hereinafter called the "Strategic Fund Trust Indenture Trustee"), the
Strategic Fund has issued Limited Obligation Refunding Revenue Bonds (The
Detroit Edison Company Pollution Control Bonds Project), Collateralized
Series 1995BB (hereinafter called the "Strategic Fund Revenue Bonds").
This bond was originally issued to the Strategic Fund and simultaneously
irrevocably assigned to the Strategic Fund Trust Indenture Trustee so as
to secure the payment of the Strategic Fund Revenue Bonds. Payments of
principal of, or premium, if any, or interest on, Strategic Fund Revenue
Bonds shall constitute like payments on this bond as further provided
herein and in the supplemental indenture pursuant to which this bond has
been issued.
Reference is hereby made to such further provisions of this bond set
forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though set forth at this place.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter
mentioned on the reverse hereof, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
22
20
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its Vice
President and Treasurer, with their manual or facsimile signatures, and
its corporate seal, or a facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Corporate Secretary or an
Assistant Corporate Secretary with his or her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Vice President
Attest: and Treasurer
............................
Vice President and
Corporate Secretary
23
21
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Indenture hereinafter
mentioned or any indentures supplemental thereto, and is one of a series
of General and Refunding Mortgage Bonds known as 1995 Series BP, limited
to an aggregate principal amount of $22,175,000, except as otherwise
provided in the Indenture hereinafter mentioned. This bond and all other
bonds of said series are issued and to be issued under, and are all
equally and ratably secured (except insofar as any sinking, amortization,
improvement or analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may afford additional
security for the bonds of any particular series and except as provided in
Section 3 of Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers Trust Company, a
corporation of the State of New York, as Trustee, to which Indenture and
all indentures supplemental thereto (including the Supplemental Indenture
dated as of August 1, 1995) 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 August 1, 1995, are hereinafter
collectively called the "Indenture"). As provided in the Indenture, said
bonds may be for various principal sums and are issuable in series, which
may mature at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the consent of the
Company and to the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of the bonds
and the terms and provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain respects by
affirmative vote of at least eighty-five percent (85%) in amount of the
bonds then outstanding, and, if the rights of one or more, but less than
all, series of bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from voting by
reason of the Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect the terms of
payment of the principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set forth in the
Indenture, including provision for redemption upon demand of the Strategic
Fund Trust Indenture Trustee following the occurrence of an Event of
Default under the Strategic Fund Trust Indenture and the acceleration of
the principal of the Strategic Fund Revenue Bonds.
Under the Indenture, funds may be deposited with the Trustee (which
shall have become available for payment), in advance of the redemption
date of any of the bonds of 1995 Series BP (or portions thereof), in trust
for the redemption of such bonds (or portions thereof) and the interest
due or to become due thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to be redeemed and such
interest shall cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or with respect to
such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the bonds issued thereunder may become or be declared
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
24
22
Upon payment of the principal of, or premium, if any, or interest on,
the Strategic Fund Revenue Bonds, whether at maturity or prior to maturity
by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Articles I or IV of the Strategic Fund
Trust Indenture, bonds of 1995 Series BP in a principal amount equal to
the principal amount of such Strategic Fund Revenue Bonds and having both
a corresponding maturity date and interest rate shall, to the extent of
such payment of principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such payment shall
forthwith cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as may be required to
effect a transfer to any successor trustee under the Strategic Fund Trust
Indenture, or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies consequent
upon an Event of Default under the Strategic Fund Trust Indenture. Any
such transfer shall be made by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of the Company
kept at its office or agency in the Borough of Manhattan, The City and
State of New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond of the same series of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in like form
may in like manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same aggregate
principal amount, all as provided and upon the terms and conditions set
forth in the Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in
respect hereof or of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, or of any
predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise howsoever; all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully provided in
the Indenture.
25
23
[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
26
24
PART III.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate mortgage and
filed as a chattel mortgage in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has been recorded as
a real estate mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture dated as of
May 1, 1974, has been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. financing statement in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate Commerce Commission, as
set forth in supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and Ad- September 1, 1947
ditional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provi-
sions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions
and Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions
and Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions
and Subject Properties
27
25
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
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
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
28
26
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP Nos.
8-21 Bonds and Series
TTP Nos. 1-15 Bonds
and Subject Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8
Bonds, Series LLP Nos.
8-15 Bonds, Series MMP
No. 2 Bonds and Series
OOP No. 18 Bonds and
Subject Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP
Nos. 1-12 Bonds and
1980 Series DP No.
1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983...................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
April 1, 1986..................... 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986................... 1986 Series B and November 30, 1986
Subject Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
29
27
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
April 1, 1986..................... 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986................... 1986 Series B and November 30, 1986
Subject Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
30
28
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
January 15, 1992.................. 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and March 15, 1992
1989 Series BP No. 2
January 1, 1993................... 1993 Series C April 1, 1993
March 1, 1993..................... 1993 Series E June 30, 1993
March 15, 1993.................... 1993 Series D September 15, 1993
April 1, 1993..................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and September 15, 1993
Amendment of Article
II, Section 5
May 31, 1993...................... 1993 Series J September 15, 1993
September 15, 1993................ 1993 Series K March 1, 1994
March 1, 1994..................... 1994 Series AP June 15, 1994
June 15, 1994..................... 1994 Series BP December 1, 1994
August 15, 1994................... 1994 Series C December 1, 1994
December 1, 1994.................. Series KKP No. 15 and August 1, 1995
1994 Series DP
------------------------------------------
(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.
31
29
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as December 1, 1994 providing
for the terms of bonds to be issued thereunder of Series KKP No. 15 and
1994 Series DP 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 March 29, 1994 (Filing No. 41262B),
has been filed and recorded in the Office of the Interstate Commerce
Commission (Recordation No. 5485-MMMM) on March 29, 1994, and has been
recorded as a real estate mortgage in the offices of the respective
Register of Deeds of certain counties in the State of Michigan, as
follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
----------------------------------------------- --------- --------- ---------
Genesee........................................ 3-30-94 3013 800-823
Huron.......................................... 3-29-94 623 481-504
Ingham......................................... 3-30-94 2164 976-999
Lapeer......................................... 3-29-94 850 362-385
Lenawee........................................ 3-29-94 1306 122-145
Livingston..................................... 3-29-94 1812 0662-0685
Macomb......................................... 3-29-94 06275 627-650
Mason.......................................... 3-29-94 438 1607-1630
Monroe......................................... 3-30-94 1371 0909-0932
Oakland........................................ 3-29-94 14565 148-171
St. Clair...................................... 3-29-94 1338 776-799
Sanilac........................................ 3-29-94 454 784-807
Tuscola........................................ 3-30-94 656 497-520
Washtenaw...................................... 3-29-94 2956 926-949
Wayne.......................................... 3-29-94 27268 90-113
32
30
RECORDING OF All the bonds of Series A which were issued under the Original
CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H,
OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos.
FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981
Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985
Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2 and 1989 Series A
which were issued under Supplemental Indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931, October 1, 1932, September
25, 1935, September 1, 1936, December 1, 1940, September 1, 1947, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955,
August 15, 1957, December 15, 1970, November 15, 1971, January 15, 1973,
May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, February
1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March 1, 1977,
July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977, September 1,
1979, July 1, 1977, July 1, 1979, September 15, 1979, October 1, 1977,
June 1, 1978, October 1, 1977, July 1, 1979, January 1, 1980, August 15,
1980, November 1, 1981, October 1, 1984, May 1, 1985, May 15, 1985,
January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975,
February 15, 1977, September 1, 1979 and June 15, 1989 have matured or
have been called for redemption and funds sufficient for such payment or
redemption have been irrevocably deposited with the Trustee for that
purpose; and Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain counties in
the State of Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1
and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART IV.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for and
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no provision of
SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is
TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the
ACT provisions of Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUM-
COUNTERPARTS. BER 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.
33
31
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS TRUST
COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE
CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS,
VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT
TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED
BY THEIR RESPECTIVE SECRETARIES, ASSISTANT SECRETARIES, TREASURERS OR
ASSISTANT TREASURERS ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
C. C. Arvani
Assistant Treasurer
EXECUTION. Attest:
Elaine M. Godfrey
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
Jack L. Somers
Cathy M. Lewis
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGEMENT On this 1st day of August, 1995, 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 C. C. Arvani, to me personally known, who, being by me
duly sworn, did say that he does business at 2000 Second Avenue, Detroit,
Michigan 48226 and is the Assistant Treasurer of THE DETROIT EDISON
COMPANY, one of the corporations described in and which executed the
foregoing instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is the corporate
seal of said corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of Directors and
that he subscribed his name thereto by like authority; and said C. C.
Arvani, acknowledged said instrument to be the free act and deed of said
corporation.
(Notarial Seal) Judith Thun, Notary Public
Wayne County, MI
My Commission Expires 6-6-99
34
32
BANKERS TRUST COMPANY,
(Corporate Seal) By
James McDonough
Assistant Vice President
Attest:
Scott Thiel
Assistant Treasurer
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
Gina Evangelista
Jason C. Theriault
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGEMENT On this 2nd day of August, 1995, 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 James McDonough, to me personally known, who, being by
me duly sworn, did say that his business office is located at Four Albany
Street, New York, New York 10015, and he is Assistant Vice President of
BANKERS TRUST COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the corporate seal of the
said corporation and that the seal affixed to said instrument is the
corporate seal of said corporation; and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like authority; and
said James McDonough acknowledged said instrument to be the free act and
deed of said corporation.
(Notarial Seal)
Carol Allen
Notary Public, State of New York
No. 24-4820187
Qualified in Kings County
Commission Expires 2-16-96
35
33
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO C. C. Arvani, being duly sworn, says: that he is the Assistant Treasurer
CONSIDERATION of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing
AND GOOD FAITH. instrument, and that he has knowledge of the facts in regard to the making
of said instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and adequate, and that
the same was given in good faith for the purposes in such instrument set
forth.
C. C. Arvani
Sworn to before me this 1st day of
August, 1995
Judith Thun, Notary Public
Wayne County, MI
My Commission Expires 6-6-99
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue,
Detroit, Michigan 48226