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EXHIBIT 4-15
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of April 1, 1991
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1991 SERIES AP, DUE JULY 15, 2008
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Bonds to be 1991 Series AP......................................... 5
Further Assurance.................................................. 5
Authorization of Supplemental Indenture............................ 5
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF TWO HUNDRED EIGHTY-EIGHTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES AP
Sec. 1. Terms of Bonds of 1991 Series AP............................. 6
Sec. 2. Redemption of Bonds of 1991 Series AP........................ 8
Sec. 3. Redemption in Event of Acceleration.......................... 8
Sec. 4. Consent...................................................... 9
Sec. 5. Form of Bonds of 1991 Series AP.............................. 9
Form of Trustee's Certificate................................ 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 14
Recording and filing of Supplemental Indentures...................... 14
Recording of Certificates of Provision for Payment................... 18
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 18
PART IV.
MISCELLANEOUS
Execution in Counterparts............................................ 18
Testimonium.......................................................... 19
Execution............................................................ 19
Acknowledgements..................................................... 20
Affidavit as to consideration and good faith......................... 21
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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 April, in the year
one thousand nine hundred and ninety-one, 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 and November
1, 1990 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 six hundred
ISSUED. thirty-two million two hundred eighty-two thousand dollars
($5,632,282,000) 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,
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(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 BB -- Principal Amount $50,000,000,
(20) Bonds of Series CC -- Principal Amount $50,000,000,
(21) Bonds of Series UU -- Principal Amount $100,000,000,
(22-29) Bonds of Series DDP Nos. 1-8 -- Principal Amount $6,400,000,
(30-41) Bonds of Series FFR Nos. 1-12 -- Principal Amount $8,000,000,
(42-56) Bonds of Series GGP Nos. 1-6 and
8-16 -- Principal Amount $8,355,000,
(57-70) Bonds of Series IIP Nos. 1-6 and
8-15 -- Principal Amount $490,000,
(71-76) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(77-82) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(83-97) Bonds of Series LLP Nos. 1-7 and
8-15 -- Principal Amount $8,850,000,
(98-110) Bonds of Series NNP Nos. 1-6 and
8-14 -- Principal Amount $8,450,000,
(111-119) Bonds of Series OOP Nos. 1-9 -- Principal Amount $3,015,000,
(120-133) Bonds of Series QQP Nos. 1-8 and
10-15 -- Principal Amount $9,710,000,
(134-140) Bonds of Series TTP Nos. 1-7 -- Principal Amount $385,000,
(141) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(142-158) Bonds of 1980 Series CP Nos.
1-12 and 13-17 -- Principal Amount $26,000,000,
(159-169) Bonds of 1980 Series DP Nos.
1-11 -- Principal Amount $10,750,000,
(170-174) Bonds of 1981 Series AP Nos. 1-5 -- Principal Amount $4,000,000,
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;
(175) 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;
(176) 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;
(177) 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;
(178) 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;
(179) 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;
(180) 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;
(181) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding at
the date hereof;
(182) 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;
(183) 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;
(184) Bonds of Series DDP No. 9 in the principal amount of
Seven million nine hundred five thousand dollars ($7,905,000),
of which Two million four hundred
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thousand dollars ($2,400,000) principal amount have heretofore
been retired and Five million five hundred five thousand
dollars ($5,505,000) principal amount are outstanding at the
date hereof;
(185) Bonds of Series EE in the principal amount of Fifty
million dollars ($50,000,000), of which Thirty-five million
dollars ($35,000,000) principal amount have heretofore been
retired and Fifteen million dollars ($15,000,000) principal
amount are outstanding at the date hereof;
(186-187) Bonds of Series FFR Nos. 13-14 in the principal
amount of Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date hereof;
(188-194) Bonds of Series GGP Nos. 7 and 17-22 in the principal
amount of Thirty-three million nine hundred forty-five thousand
dollars ($33,945,000), of which Three million two hundred
thousand dollars ($3,200,000) principal amount have heretofore
been retired and Thirty million seven hundred forty-five
thousand dollars ($30,745,000) principal amount are outstanding
at the date hereof;
(195) Bonds of Series HH in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(196-197) 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 three hundred eighty
thousand dollars ($1,380,000) principal amount have heretofore
been retired and Four million fifty thousand dollars
($4,050,000) principal amount are outstanding at the date
hereof;
(198-205) Bonds of Series IIP Nos. 7 and 16-22 in the principal
amount of Three million two hundred sixty thousand dollars
($3,260,000), of which Two hundred twenty thousand dollars
($220,000) principal amount have heretofore been retired and
Three million forty thousand dollars ($3,040,000) principal
amount are outstanding at the date hereof;
(206-207) Bonds of Series JJP Nos. 7-8 in the principal amount
of Six million one hundred sixty thousand dollars ($6,160,000),
of which Six hundred twenty thousand dollars ($620,000)
principal amount have heretofore been retired and Five million
five hundred forty thousand dollars ($5,540,000) are
outstanding at the date hereof;
(208-213) Bonds of Series KKP Nos. 7-12 in the principal amount
of One hundred twenty-three million seven hundred ninety
thousand dollars ($123,790,000), of which One million three
hundred thousand dollars ($1,300,000) principal amount have
heretofore been retired and One hundred twenty-two million four
hundred ninety thousand dollars ($122,490,000) are outstanding
at the date hereof;
(214-221) Bonds of Series NNP Nos. 7 and 15-21 in the principal
amount of Thirty-nine million five hundred thousand
($39,500,000), of which Two million four hundred seventy-five
thousand dollars ($2,475,000) principal amount have heretofore
been retired and Thirty-seven million twenty-five thousand
dollars ($37,025,000) principal amount are outstanding at the
date hereof;
(222-230) Bonds of Series OOP Nos. 10-18 in the principal
amount of Fifteen million eight hundred sixty-five thousand
dollars ($15,865,000), of which Two hundred eighty thousand
dollars ($280,000) principal amount have heretofore been
retired and Fifteen million five hundred eighty-five thousand
dollars ($15,585,000) are outstanding at the date hereof;
(231) Bonds of Series PP in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
(232-236) Bonds of Series QQP Nos. 9 and 16-19 in the principal
amount of Three million nine hundred forty thousand dollars
($3,940,000), all of which are outstanding at the date hereof;
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(237) Bonds of Series RR in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
(238) Bonds of Series SS in the principal amount of One hundred
fifty million dollars ($150,000,000), of which Ninety million
dollars ($90,000,000) principal amount have heretofore been
retired and Sixty million dollars ($60,000,000) principal
amount are outstanding at the date hereof;
(239-246) Bonds of Series TTP Nos. 8-15 in the principal amount
of Three million four hundred fifteen thousand dollars
($3,415,000), all of which are outstanding at the date hereof;
(247) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which Fifty-nine
million eight hundred fifty thousand dollars ($59,850,000)
principal amount have heretofore been retired and Forty million
one hundred fifty thousand dollars ($40,150,000) principal
amount are outstanding at the date hereof;
(248-255) Bonds of 1980 Series CP Nos. 18-25 in the principal
amount of Nine million dollars ($9,000,000), all of which are
outstanding at the date hereof;
(256-266) Bonds of 1981 Series AP Nos. 6-16 in the principal
amount of One hundred twenty million dollars ($120,000,000),
all of which are outstanding at the date hereof;
(267) 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;
(268) 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;
(269) 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;
(270) 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;
(271) 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;
(272) 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;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) 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;
(279) 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;
(280) 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;
(281) Bonds of 1989 Series BP in the principal amount of
Sixty-six million five hundred sixty-five thousand
($66,565,000), all of which are outstanding at the date hereof;
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(282) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
($194,649,000) of which Six million two hundred seventy-nine
thousand ($6,279,000) principal amount have heretofore been
retired and One hundred eighty-eight million three hundred
seventy thousand ($188,370,000) principal amount are
outstanding at the date hereof;
(283) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
($256,932,000) of which Nine million five hundred sixteen
thousand ($9,516,000) principal amount have heretofore been
retired and Two hundred forty-seven million four hundred
sixteen thousand ($247,416,000) principal amount are
outstanding at the date hereof; and
(284) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
($85,475,000) of which Three million four hundred nineteen
thousand ($3,419,000) principal amount have heretofore been
retired and Eighty-two million fifty-six thousand ($82,056,000)
principal amount are outstanding at the date hereof;
and, accordingly, of the bonds so issued, Four billion three
hundred forty-two million six hundred forty-two thousand
dollars ($4,342,642,000) principal amount are outstanding at
the date hereof; and
REASON FOR WHEREAS, the Michigan Strategic Fund has issued $32,375,000 principal
CREATION OF amount of its Limited Obligation Refunding Revenue Bonds (The Detroit
NEW SERIES. Edison Company Pollution Control Bonds Project), Series 1990BB so as to
provide funds for the refunding of certain pollution control previously
issued to finance pollution control projects of the Company; and
WHEREAS, the Company has entered into a Loan Agreement, dated as of July
15, 1990 and amended as of April 1, 1991, with the Michigan Strategic Fund
in order to refund certain pollution control 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 a new series of
bonds to be issued under the Indenture and to be authenticated and
delivered pursuant to Section 8 of Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture to create
1991 SERIES AP such new series of bonds, to be designated "General and Refunding Mortgage
Bonds, 1991 Series AP"; 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
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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:
PART I.
CREATION OF TWO HUNDRED EIGHTY-EIGHTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES AP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred Eighty-eighth
OF BONDS OF series of bonds to be issued under and secured by the Original Indenture
1991 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, 1991 Series
AP" (elsewhere herein referred to as the "bonds of 1991 Series AP"). The
aggregate principal amount of bonds of 1991 Series AP shall be limited to
Thirty-two million three hundred and seventy-five thousand dollars
($32,375,000), 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 1991 Series AP is to be irrevocably assigned to, and
registered in the name of, NBD Bank, N.A., 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 July 15, 1990, as amended April 1, 1991
(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
1990BB (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
bonds which the Company refunded pursuant to the provisions of the Loan
Agreement, dated as of July 15, 1990, as amended April 1, 1991
(hereinafter called the "Strategic Fund Agreement"), between the Company
and the Strategic Fund.
The bonds of 1991 Series AP shall be issued as registered bonds without
coupons in denominations of a multiple of $5,000. The bonds of 1991 Series
AP shall be issued in the aggregate principal amount of $32,375,000, shall
mature on July 15, 2008 and shall bear interest, payable semi-annually on
January 15 and July 15 of each year (commencing July 15, 1991), at the
rate of 7.0%, 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.
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The bonds of 1991 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 1991 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 1991 Series AP shall be dated
the date of its authentication and interest shall be payable on the
principal represented thereby from the January 15 or July 15 next
preceding the date thereof to which interest has been paid on bonds of
1991 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
January 15, 1992, in which case interest shall be payable from July 15,
1991.
The bonds of 1991 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 1991
Series AP). Until bonds of 1991 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 1991
Series AP in temporary form, as provided in Section 10 of Article II of
the Indenture. Temporary bonds of 1991 Series AP, if any, may be printed
and may be issued in authorized denominations in substantially the form of
definitive bonds of 1991 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 1991 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 1991 Series AP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of 1991 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 1991 Series AP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1991 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 Article IV of the Strategic Fund Trust
Indenture, bonds of 1991 Series AP in a principal amount equal to the
principal amount of such 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.
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REDEMPTION SECTION 2. Bonds of 1991 Series AP shall be redeemed on the respective
OF BONDS OF dates and in the respective principal amounts which correspond to the
1991 SERIES AP redemption dates for, and the principal amounts 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 1991
Series AP in principal amounts and at redemption prices corresponding to
the Strategic Fund Revenue Bonds so redeemed. The Company agrees to give
the Trustee notice of any such redemption of bonds of 1991 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 1991 Trust Indenture and the acceleration of all Strategic Fund Revenue Bonds,
SERIES AP IN EVENT the bonds of 1991 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.
Each bond of 1991 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 606 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.
11
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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.
CONSENT. SECTION 4. The holders of the bonds of 1991 Series AP, by their
acceptance of and holding thereof, consent and agree that bonds of any
series may be issued which mature on a date or dates later than October 1,
2024 and also consent to the deletion from the first paragraph of Section
5 of Article II of the Indenture of the phrase "but in no event later than
October 1, 2024". Such holders further agree that (a) such consent shall,
for all purposes of Article XV of the Indenture and without further action
on the part of such holders, be deemed the affirmative vote of such
holders at any meeting called pursuant to said Article XV for the purpose
of approving such deletion, and (b) such deletion shall become effective
at such time as not less than eighty-five per cent (85%) in principal
amount of bonds outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in this Section 4, or in
writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
FORM OF BONDS SECTION 5. The bonds of 1991 Series AP and the form of Trustee's
OF 1991 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
1991 SERIES AP, 7.0% DUE JULY 15, 2008
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
July 15, 1990 and amended as of April 1, 1991 between the Michigan
Strategic Fund and NBD Bank, N.A., 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 May 1, 1991, 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 January 15 and July 15 of each
year (commencing July 15, 1991), 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 July 15, 1990 and amended as of
April 1, 1991 (hereinafter called the "Strategic Fund Trust Indenture"),
between the Michigan Strategic Fund (hereinafter called "Strategic Fund"),
and NBD Bank, N.A., 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 1990BB (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.
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IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its Executive
Vice President and Chief Financial Officer 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 or her
manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
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[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 1991 Series AP, limited
to an aggregate principal amount of $32,375,000, 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 April 1, 1991) 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 April 1, 1991, 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.
The holders of the bonds of 1991 Series AP, by their acceptance of and
holding thereof, consent and agree that bonds of any series may be issued
which mature on a date or dates later than October 1, 2024 and also
consent to the deletion from the first paragraph of Section 5 of Article
II of the Indenture of the phrase "but in no event later than October 1,
2024,". Such holders further agree that (a) such consent shall, for all
purposes of Article XV of the Indenture and without further action on the
part of such holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the purpose of
approving such deletion, and (b) such deletion shall become effective at
such time as not less than eighty-five per cent (85%) in principal amount
of bonds outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 4 of Part I of the
Supplemental Indenture dated as of April 1, 1991, or in writing, or by
affirmative vote cast at a meeting called pursuant to said Article XV, or
by any combination thereof.
This bond is redeemable upon the terms and conditions set forth in the
Indenture, including provision for redemption upon demand of the 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.
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13
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 1991 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.
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 Article IV of the Strategic Fund Trust
Indenture, bonds of 1991 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
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[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate mortgage and
filed as a chattel mortgage in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has been recorded as
a real estate mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture dated as of
May 1, 1974, has been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. financing statement in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan, the Office of the 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
17
15
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions
and Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions
and Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 December 15, 1975
Bonds and Subject
Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977
Bonds, Series JJP Nos.
1-7 Bonds, Series KKP
Nos. 1-7 Bonds and
Series LLP Nos. 1-7
Bonds
June 15, 1977..................... Series FFR No. 14 Bonds July 1, 1977
and Subject Properties
July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
18
16
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
---------------------------------- ------------------------ ------------------
October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978
Bonds and Series OOP
Nos. 1-17 Bonds and
Subject Properties
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9
Bonds and Subject
Properties
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP Nos.
8-21 Bonds and Series
TTP Nos. 1-15 Bonds
and Subject Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8
Bonds, Series LLP Nos.
8-15 Bonds, Series MMP
No. 2 Bonds and Series
OOP No. 18 Bonds and
Subject Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP
Nos. 1-12 Bonds and
1980 Series DP No.
1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983...................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
19
17
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 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
---------------
(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 November 1, 1990 providing
for the terms of bonds to be issued thereunder of Series KKP No. 12 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 November 9, 1990 (Filing No. 07211B), has been
filed and recorded in the Office of the Interstate Commerce Commission
(Recordation No. 5485-QQQ), 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..................... November 9, 1990 2611 288-310
Huron....................... November 9, 1990 548 684-706
Ingham...................... November 9, 1990 1849 330-352
Lapeer...................... November 9, 1990 702 519-541
Lenawee..................... November 9, 1990 1140 314-336
Livingston.................. November 9, 1990 1441 608-630
Macomb...................... November 9, 1990 4991 681-703
Mason....................... November 9, 1990 398 324-346
Monroe...................... November 9, 1990 1142 474-496
Oakland..................... November 9, 1990 11629 295-317
Sanilac..................... November 9, 1990 414 235-257
St. Clair................... November 9, 1990 974 519-541
Tuscola..................... November 9, 1990 607 815-837
Washtenaw................... November 9, 1990 2451 933-955
Wayne....................... November 9, 1990 24896 308-330
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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. 1-8, FFR Nos. 1-12, GGP
FOR PAYMENT. Nos. 1-6 and 8-16, IIP Nos. 1-6 and 8-15, JJP Nos. 1-6, KKP Nos. 1-6, LLP
Nos. 1-7 and 8-15, NNP Nos. 1-6 and 8-14, OOP Nos. 1-9, QQP Nos. 1-8 and
10-15 and TTP Nos. 1-7, UU 1980 Series A, 1980 Series CP Nos. 1-12 and
13-17, 1980 Series DP Nos. 1-11 and 1981 Series AP Nos. 1-5 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, September 15, 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 Provi-
sion for Payment have been recorded in the offices of the respective
Registers of Deeds of certain counties in the State of Michigan, with
respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB,
CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No.
1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. Indenture, and in this Supplemental Indenture set forth, and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for and
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
PART IV.
MISCELLANEOUS.
Except to the extent specifically provided therein, no provision of
this supplemental indenture or any future supplemental indenture is
intended to modify, and the parties do hereby adopt and confirm, the
provisions of Section 318(c) of the Trust Indenture Act which amend and
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.
21
19
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS TRUST
COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE
CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS,
VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT
TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED
BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ C. C. ARVANI
-------------------------
C. C. Arvani
Assistant Treasurer
EXECUTION. Attest:
/s/ SUSAN M. BEALE
-------------------------
Susan M. Beale
Secretary
Signed, sealed and delivere
DETROIT EDISON COMPANY, in
presence of
/s/ JANE E. LENART
-------------------------
Jane E. Lenart
/s/ JANET A. SCULLEN
-------------------------
Janet A. Scullen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ BARBARA A. JOINER
-------------------------
Barbara A. Joiner
Vice President
Attest:
/s/ SANDRA SHIRLEY
-------------------------
Sandra Shirley
Assistant Vice President
Signed, sealed and delivere
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC M. HAWNER
-------------------------
Eric M. Hawner
/s/ MARGARET BEREZA
-------------------------
Margaret Bereza
22
20
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
ACKNOWLEDGMENT On this 25th day of April, 1991, 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.
/s/ PEARL E. KOTTER
-------------------------------------
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
STATE OF NEW YORK
COUNTY OF NEW YORK SS.:
ACKNOWLEDGMENT On this 23rd day of April, 1991, 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 she does business at Four Albany Street,
New York, New York 10015, and is Vice President of BANKERS TRUST COMPANY,
one of the corporations described in and which executed the foregoing
instrument; that she knows the corporate seal of the said corporation and
that the seal affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed in behalf of
said corporation by authority of its Board of Directors and that she
subscribed her name thereto by like authority; and said Barbara A. Joiner
acknowledged said instrument to be the free act and deed of said
corporation.
(Notarial Seal)
/s/ JEAN O'KEEFE
-------------------------------------
Jean O'Keefe
Notary Public, State of New York
No. 31-4905426
Qualified in New York County
Certificate filed in New York County
Commission Expires September 14, 1991
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21
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
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.
/s/ C. C. ARVANI
------------------------------
C. C. Arvani
Sworn to before me this 25th day of
April, 1991
/s/ PEARL E. KOTTER
--------------------------------------
Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq.,
2000 Second Avenue, Detroit, Michigan 48226