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EXHIBIT 4-177
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 November 1, 1990
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES KKP NO. 12, DUE SEPTEMBER 1,
2020,
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be Series KKP No. 12............................. 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED EIGHTY-SEVENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 12
Sec. 1. Terms of Bonds of Series KKP No. 12................. 6
Sec. 2. Redemption of Bonds of Series KKP No. 12............ 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of Series KKP No. 12.................. 9
Form of Trustee's Certificate....................... 13
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 20
Recording and filing of Supplemental Indentures............. 20
Recording of Certificates of Provision for Payment.......... 24
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 24
PART IV.
MISCELLANEOUS
Execution in Counterparts................................... 25
Testimonium................................................. 25
Execution................................................... 25
Acknowledgements............................................ 26
Affidavit as to consideration and good faith................ 27
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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
November, in the year one thousand nine hundred and ninety,
between THE DETROIT EDISON COMPANY, a corporation organized
and existing under the laws of the State of Michigan and a
transmitting utility (hereinafter called the "Company"),
party of the first part, and BANKERS TRUST COMPANY, a
corporation organized and existing under the laws of the
State of New York, having its corporate trust office at Four
Albany Street, in the Borough of Manhattan, The City and
State of New York, as Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), 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 and February 15, 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
BONDS UNDER issuable in one or more series, and makes provision that the
INDENTURE. rates of interest and dates 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 five
ISSUED. hundred eighty-one million five hundred thirty-seven
thousand dollars ($5,581,537,000) 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,
(21-28) Bonds of Series DDP Nos. 1-8 -- Principal Amount $6,400,000,
(29-39) Bonds of Series FFR Nos. 1-11 -- Principal Amount $6,500,000,
(40-54) Bonds of Series GGP Nos. 1-6 and
8-16 -- Principal Amount $8,355,000,
(55-67) Bonds of Series IIP Nos. 1-6 and
8-14 -- Principal Amount $470,000,
(68-73) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(74-79) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(80-92) Bonds of Series LLP Nos. 1-6 and
8-14 -- Principal Amount $4,700,000,
(93-105) Bonds of Series NNP Nos. 1-6 and
8-14 -- Principal Amount $8,450,000,
(106-114) Bonds of Series OOP Nos. 1-9 -- Principal Amount $3,015,000,
(115-128) Bonds of Series QQP Nos. 1-8 and
10-15 -- Principal Amount $9,710,000,
(129-135) Bonds of Series TTP Nos. 1-7 -- Principal Amount $385,000,
(136) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(137-153) Bonds of 1980 Series CP Nos. 1-12
and 13-17 -- Principal Amount $26,000,000,
(154-164) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(165-169) 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;
(170) 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;
(171) 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;
(172) 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;
(173) 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;
(174) 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;
(175) 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;
(176) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding at
the date hereof;
(177) 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;
(178) 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;
(179) 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 thousand dollars ($2,400,000)
principal amount have heretofore been retired and
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Five million five hundred five thousand dollars ($5,505,000)
principal amount are outstanding at the date hereof;
(180) Bonds of Series EE in the principal amount of Fifty
million dollars ($50,000,000), of which Thirty million dollars
($30,000,000) principal amount have heretofore been retired and
Twenty million dollars ($20,000,000) principal amount are
outstanding at the date hereof;
(181-183) Bonds of Series FFR Nos. 12-14 in the principal
amount of Thirty-nine million one hundred thousand dollars
($39,100,000), all of which are outstanding at the date hereof;
(184-190) 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;
(191) Bonds of Series HH in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(192-193) Bonds of Series MMP and MMP No. 2 in the principal
amount of Five million four hundred thirty thousand dollars
($5,430,000), of which One million two hundred thirty-five
thousand dollars ($1,235,000) principal amount have heretofore
been retired and Four million one hundred ninety-five thousand
dollars ($4,195,000) principal amount are outstanding at the
date hereof;
(194-202) Bonds of Series IIP Nos. 7 and 15-22 in the principal
amount of Three million two hundred eighty thousand dollars
($3,280,000), of which One hundred sixty-five thousand dollars
($165,000) principal amount have heretofore been retired and
Three million one hundred fifteen thousand dollars ($3,115,000)
principal amount are outstanding at the date hereof;
(203-204) Bonds of Series JJP Nos. 7-8 in the principal amount
of Six million one hundred sixty thousand dollars ($6,160,000),
of which Four hundred eighty-five thousand dollars ($485,000)
principal amount have heretofore been retired and Five million
six hundred seventy-five thousand dollars ($5,675,000) are
outstanding at the date hereof;
(205-209) Bonds of Series KKP Nos. 7-11 in the principal amount
of Seventy-three million forty-five thousand dollars
($73,045,000), of which One million five thousand dollars
($1,005,000) principal amount have heretofore been retired and
Seventy-two million forty thousand dollars ($72,040,000) are
outstanding at the date hereof;
(210-211) Bonds of Series LLP Nos. 7 and 15 in the principal
amount of Four million one hundred fifty thousand dollars
($4,150,000), of which Three million seven hundred fifteen
thousand dollars ($3,715,000) principal amount have heretofore
been retired and Four hundred thirty-five thousand dollars
($435,000) principal amount are outstanding at the date hereof;
(212-219) 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;
(220-228) 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;
(229) Bonds of Series PP in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
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(230-234) 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;
(235) Bonds of Series RR in the principal amount of Seventy
million dollars ($70,000,000), all of which are outstanding at
the date hereof;
(236) Bonds of Series SS in the principal amount of One hundred
fifty million dollars ($150,000,000), of which Seventy million
dollars ($70,000,000) principal amount have heretofore been
retired and Eighty million dollars ($80,000,000) principal
amount are outstanding at the date hereof;
(237-244) 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;
(245) Bonds of Series UU in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at
the date hereof;
(246) 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;
(247-254) 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;
(255-265) 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;
(266) Bonds of 1984 Series AP in the principal amount of Two
million four hundred thousand dollars ($2,400,000), all of
which are outstanding at the date hereof;
(267) Bonds of 1984 Series BP in the principal amount of Seven
million seven hundred fifty thousand dollars ($7,750,000), all
of which are outstanding at the date hereof;
(268) Bonds of 1985 Series A in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(269) Bonds of 1985 Series B in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(270) Bonds of 1986 Series A in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(271) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(272) Bonds of 1986 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(273) Bonds of 1987 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(274) Bonds of 1987 Series B in the principal amount of One
hundred seventy-five million dollars ($175,000,000), all of
which are outstanding at the date hereof;
(275) Bonds of 1987 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(276) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which are
outstanding at the date hereof;
(277) Bonds of 1987 Series E in the principal amount of One
hundred fifty million dollars ($150,000,000), all of which are
outstanding at the date hereof;
(278) Bonds of 1987 Series F in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
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(279) Bonds of 1989 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(280) 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;
(281) 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;
(282) 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
(283) 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 four
hundred nineteen million four hundred eight-two thousand
dollars ($4,419,482,000) principal amount are outstanding at
the date hereof; and
REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to
CREATION OF issue and sell $50,745,000 principal amount of its Pollution
NEW SERIES. Control Revenue Bonds (The Detroit Edison Company Monroe and
Fermi Plants Project), Collateralized Series I-1990 so as to
provide funds for the purchase and construction of certain
pollution control facilities installed in the Company's
Fermi 2 Plant; and
WHEREAS, the Company has entered into an Installment Sales
Contract, dated as of March 1, 1977 and amended as of
September 1, 1979, October 15, 1985, July 1, 1989, December
1, 1989 and November 1, 1990 with the County of Monroe, in
order to purchase certain pollution control facilities, and
pursuant to such Installment Sales Contract the Company has
agreed to issue its General and Refunding Mortgage Bonds
under the Indenture in order further to secure its
obligations under such Installment Sales Contract; and
WHEREAS, for such purposes the Company desires to issue
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
SERIES KKP Indenture to create such new series of bonds, to be
NO. 12 designated "General and Refunding Mortgage Bonds, Series KKP
No. 12"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property 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
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AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of 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
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. of the covenants contained 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-SEVENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 12
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF Eighty-seventh series of bonds to be issued under and
SERIES KKP secured by the Original Indenture as amended to date and as
NO. 12 further amended by this Supplemental Indenture, to be
designated, and to be distinguished from the bonds of all
other series, by the title "General and Refunding Mortgage
Bonds, Series KKP No. 12" (elsewhere herein referred to as
the "bonds of Series KKP No. 12"). The aggregate principal
amount of bonds of Series KKP No. 12 shall be limited to
Fifty million seven hundred and forty-five thousand dollars
($50,745,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
Each bond of Series KKP No. 12 is to be irrevocably
assigned to, and registered in the name of, Manufacturers
National Bank of Detroit, as trustee, or a successor trustee
(said trustee or any successor trustee being hereinafter
referred to as the "Monroe Trust Indenture Trustee"), under
the Trust Indenture, dated as of March 1, 1977, as amended
September 1, 1979, October 15, 1985, July 1, 1989, December
1, 1989 and November 1, 1990 (hereinafter called the "
Monroe Trust Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and the Monroe Trust
Indenture Trustee, to secure payment of the County of
Monroe, Michigan, Pollution Control Revenue Bonds (The
Detroit Edison Company Monroe and Fermi Plants Project),
Collateralized Series I-1990 (hereinafter called the "Monroe
Revenue Bonds"), issued by Monroe under the Monroe Trust
Indenture, the proceeds of which (other than any accrued
interest thereon) have been provided for the acquisition and
construction of certain pollution control facilities which
the Company has agreed to purchase pursuant to the
provisions of the Installment Sales Contract, dated as of
March 1, 1977, as amended as of September 1, 1979, as of
October 15, 1985, as of July 1, 1989, as of December 1, 1989
and as of November 1, 1990 (hereinafter called the "Monroe
Contract"), between the Company and Monroe.
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The bonds of Series KKP No. 12 shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of Series KKP No. 12 shall be
issued in the aggregate principal amount of $50,745,000,
shall mature on September 1, 2020 and shall bear interest,
payable semi-annually on March 1 and September 1 of each
year (commencing March 1, 1991), at the rate of 7.65%, until
the principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
The bonds of Series KKP No. 12 shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture, but only to the extent and in the manner herein
provided. The bonds of Series KKP No. 12 shall be payable,
both as to principal and interest, at the office or agency
of the Company in the Borough of Manhattan, The City and
State of New York, in any coin or currency of the United
States of America which at the time of payment is legal
tender for public and private debts.
Except as provided herein, each bond of Series KKP No. 12
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the March 1 or September 1 next preceding the date thereof
to which interest has been paid on bonds of Series KKP No.
12, 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, 1991, in which case
interest shall be payable from November 1, 1990.
The bonds of Series KKP No. 12 in definitive form shall
be, at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of Series KKP No. 12). Until bonds of Series KKP No.
12 in definitive form are ready for delivery, the Company
may execute, and upon its request in writing the Trustee
shall authenticate and deliver in lieu thereof, bonds of
Series KKP No. 12 in temporary form, as provided in Section
10 of Article II of the Indenture. Temporary bonds of Series
KKP No. 12, if any, may be printed and may be issued in
authorized denominations in substantially the form of
definitive bonds of Series KKP No. 12, but with such
omissions, insertions and variations as may be appropriate
for temporary bonds, all as may be determined by the
Company.
Bonds of Series KKP No. 12 shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the Monroe Trust Indenture,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Monroe Trust Indenture. Any such transfer shall be made upon
surrender thereof for cancellation at the office or agency
of the Company in the Borough of Manhattan, The City and
State of New York, together with a written instrument of
transfer (if so required by the Company or by the Trustee)
in form approved by the Company duly executed by the holder
or by its duly authorized attorney. Bonds of Series KKP No.
12 shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of Series KKP No. 12
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives
its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of Series KKP
No. 12, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of Series KKP No. 12, in definitive and temporary
form, may bear such legends as may be necessary to comply
with any law or with any rules or regulations made pursuant
thereto or as may be specified in the Monroe Contract.
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Upon payment of the principal or premium, if any, or
interest on the Monroe Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article IX of the Monroe Trust Indenture,
bonds of Series KKP No. 12 in a principal amount equal to
the principal amount of such Monroe Revenue Bonds, shall, to
the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for appropriate
notation to the Trustee.
REDEMPTION SECTION 2. Bonds of Series KKP No. 12 shall be redeemed on
OF BONDS the respective dates and in the respective principal amounts
OF SERIES KKP which correspond to the redemption dates for, and the
NO. 12 principal amounts to be redeemed of, the Monroe Revenue
Bonds.
In the event the Company elects to redeem any Monroe Revenue
Bonds prior to maturity in accordance with the provisions of
the Monroe Trust Indenture, the Company shall on the same
date redeem bonds of Series KKP No. 12 in principal amounts
and at redemption prices corresponding to the Monroe Revenue
Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of Series KKP No. 12
on the same date as it gives notice of redemption of Monroe
Revenue Bonds to the Monroe Trust Indenture Trustee.
REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF Monroe Trust Indenture and the acceleration of all Monroe
SERIES KKP Revenue Bonds, the bonds of Series KKP No. 12 shall be
NO. 12 IN EVENT redeemable in whole upon receipt by the Trustee of a written
OF ACCELERATION demand (hereinafter called a "Redemption Demand") from the
OF MONROE Monroe Trust Indenture Trustee stating that there has
REVENUE BONDS. occurred under the Monroe Trust Indenture both an Event of
Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the
Monroe Revenue Bonds, specifying the last date to which
interest on the Monroe Revenue Bonds has been paid (such
date being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of said
series. The Trustee shall, within five days after receiving
such Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the Trustee.
Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of said series so demanded to be
redeemed (hereinafter called the "Demand Redemption Date").
Notice of the date fixed as the Demand Redemption Date shall
be mailed by the Company to the Trustee at least ten days
prior to such Demand Redemption Date. The date to be fixed
by the Company as and for the Demand Redemption Date may be
any date up to and including the earlier of (x) the 60th day
after receipt by the Trustee of the Redemption Demand or (y)
the maturity date of such bonds first occurring following
the 20th day after the receipt by the Trustee of the
Redemption Demand; provided, however, that if the Trustee
shall not have received such notice fixing the Demand
Redemption Date on or before the 10th day preceding the
earlier of such dates, the Demand Redemption Date shall be
deemed to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice being
hereinafter called the "Demand Redemption Notice") to the
Monroe Trust Indenture Trustee not more than ten nor less
than five days prior to the Demand Redemption Date.
11
9
Each bond of Series KKP No. 12 shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Monroe Trust Indenture Trustee to
the Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual
Date to the Demand Redemption Date plus an amount equal to
the aggregate premium, if any, due and payable on such
Demand Redemption Date on all Monroe Revenue Bonds;
provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 1010 of the
Monroe Trust Indenture, the Monroe Trust Indenture Trustee
has terminated proceedings to enforce any right under the
Monroe Trust Indenture, then any Redemption Demand shall
thereby be rescinded by the Monroe Trust Indenture Trustee,
and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Redemption Demand and such Redemption Demand shall be of
no force or effect, unless it is executed in the name of the
Monroe Trust Indenture Trustee by its President or one of
its Vice Presidents.
CONSENT. SECTION 4. The holders of the bonds of Series KKP No. 12,
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 Series KKP No. 12 and the form of
OF SERIES KKP Trustee's Certificate to be endorsed on such bonds shall be
NO. 12. substantially in the following forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 12, 7.65% DUE SEPTEMBER 1, 2020
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of March 1, 1977 and amended
as of September 1, 1979, October 15, 1985, July 1, 1989,
December 1, 1989 and November 1, 1990 between the County of
Monroe, Michigan and Manufacturers National Bank of Detroit,
as trustee, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default under said
Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Manufacturers
National Bank of Detroit, as trustee, or registered assigns,
at the Company's office or agency in the Borough of
Manhattan, The City and State of New York, the principal sum
of dollars ($) in lawful money of the
United States of America on the date specified in the title
hereof and interest thereon at the rate specified in the
title hereof, in like lawful money, from November 1, 1990,
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, 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 March 1, 1977 and
amended as of September 1, 1979, October 15, 1985, July 1,
1989, December 1, 1989 and November 1, 1990 (hereinafter
called the "Monroe Trust Indenture"), between the County of
Monroe, Michigan (hereinafter called "Monroe"), and
Manufacturers National Bank of Detroit, as trustee
(hereinafter called the "Monroe Trust Indenture Trustee"),
Monroe has issued Pollution Control Revenue Bonds (The
Detroit Edison Company Monroe and Fermi Plants Project),
Collateralized Series I-1990 (hereinafter called the "Monroe
Revenue Bonds"). This bond was originally issued to Monroe
and simultaneously irrevocably assigned to the Monroe Trust
Indenture Trustee so as to secure the payment of the Monroe
Revenue Bonds. Payments of principal of, or premium, if any,
or interest on, Monroe Revenue Bonds shall constitute like
payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been
issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
13
11
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
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as Series KKP No. 12, limited
to an aggregate principal amount of $50,745,000, 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 November 1, 1990)
reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent
of the security, the terms and conditions upon which the
bonds are issued and under which additional bonds may be
issued, and the rights of the holders of the bonds and of
the Trustee in respect of such security (which Indenture and
all indentures supplemental thereto, including the
Supplemental Indenture dated as of November 1, 1990, are
hereinafter collectively called the "Indenture"). As
provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the
consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the
Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain
respects by affirmative vote of at least eighty-five percent
(85%) in 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 Series KKP No. 12, 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 November 1, 1990,
or in writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any combination
thereof.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe Trust Indenture Trustee following
the occurrence of an Event of Default under the Monroe Trust
Indenture and the acceleration of the principal of the
Monroe Revenue Bonds.
15
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 Series
KKP No. 12 (or portions thereof), in trust for the
redemption of such bonds (or portions thereof) and the
interest due or to become due thereon, and thereupon all
obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and such interest shall
cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any
and all claims of whatsoever nature on their part under the
Indenture or with respect to such bonds (or portions
thereof) and interest.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued
thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions
provided in the Indenture.
Upon payment of the principal of, or premium, if any, or
interest on, the Monroe Revenue Bonds, whether at maturity
or prior to maturity by redemption or otherwise or upon
provision for the payment thereof having been made in
accordance with Article IX of the Monroe Trust Indenture,
bonds of Series KKP No. 12 in a principal amount equal to
the principal amount of such Monroe Revenue Bonds and having
both a corresponding maturity date and interest rate shall,
to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds of said series
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable except as may
be required to effect a transfer to any successor trustee
under the Monroe Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Monroe Trust Indenture. Any such transfer
shall be made by the registered holder hereof, in person or
by his attorney duly authorized in writing, on the books of
the Company kept at its office or agency in the Borough of
Manhattan, The City and State of New York, upon surrender
and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, and this bond
with others in like form may in like manner be exchanged for
one or more new bonds of the same series of other authorized
denominations, but of the same aggregate principal amount,
all as provided and upon the terms and conditions set forth
in the Indenture, and upon payment, in any event, of the
charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
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
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been 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
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Scretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and 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 Provisions
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
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 1, 1953(a)............................ Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c)...................... Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)........................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)..................... Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)........................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c).................... Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)..................... Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c).................... Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)........................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c)...................... Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).......................... Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c)...................... Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)....................... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974............................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974........................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.......................... Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.......................... Series DDP Nos. 1-9 Bonds and December 15, 1975
Subject Properties
December 15, 1975......................... Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.......................... Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976............................. Series GGP Nos. 1-7 Bonds and July 15, 1976
Subject Properties
July 15, 1976............................. Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977......................... Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977............................. Series IIP Nos. 1-7 Bonds, June 15, 1977
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 and July 1, 1977
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:
------------ ------------ ---------------------
July 1, 1977.............................. Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977........................... Series GGP Nos. 8-22 Bonds June 1, 1978
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 Bonds, September 1, 1979
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 Bonds, August 1, 1981
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. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.......................... 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982............................. Article XIV Reconfirmation August 15, 1982
August 15, 1982........................... 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
June 1, 1983.............................. 1981 Series AP Nos. 15-16 and October 1, 1984
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
19
17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
October 15, 1985.......................... Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
April 1, 1986............................. 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986........................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986......................... 1986 Series C Janaury 31, 1987
January 31, 1987.......................... 1987 Series A April 1, 1987
April 1, 1987............................. 1987 Series B and 1987 Series August 15, 1987
C
August 15, 1987........................... 1987 Series D and 1987 Series November 30, 1987
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 1989 February 15, 1990
Series BP
------------------------------------------
(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
February 15, 1990 providing for the terms of bonds to be
issued thereunder of 1990 Series A, 1990 Series B, 1990
Series C, 1990 Series D, 1990 Series E and 1990 Series F 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 February 16,
1990 (Filing No. 01086B), has been filed and recorded in the
Office of the Interstate Commerce Commission (Recordation
No. 5485-PPP), 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..................... February 16, 1990 2527 243-308
Huron....................... February 16, 1990 536 253-318
Ingham...................... February 16, 1990 1802 1263-1328
Lapeer...................... February 16, 1990 681 14-79
Lenawee..................... February 16, 1990 1117 482-547
Livingston.................. February 16, 1990 1391 0791-0856
Macomb...................... February 16, 1990 04817 217-282
Mason....................... February 16, 1990 389 392-457
Monroe...................... February 16, 1990 1109 0521-0586
Oakland..................... February 16, 1990 11263 383-448
Sanilac..................... February 16, 1990 408 660-725
St. Clair................... February 16, 1990 950 838-903
Tuscola..................... February 16, 1990 600 176-241
Washtenaw................... February 16, 1990 2385 517-582
Wayne....................... February 16, 1990 24536 582-647
20
18
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of
OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, W,
FOR PAYMENT. BB, CC, DDP Nos. 1-8, FFR Nos. 1-11, GGP Nos. 1-6 and 8-16,
IIP Nos. 1-6 and 8-14, JJP Nos. 1-6, KKP Nos. 1-6, LLP Nos.
1-6 and 8-14, NNP Nos. 1-6 and 8-14, OOP Nos. 1-9, QQP Nos.
1-8 and 10-15 and TTP Nos. 1-7, 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, October
1, 1977, June 1, 1978, October 1, 1977, July 1, 1979,
January 1, 1980, August 15, 1980 and November 1, 1981 have
matured or have been called for redemption and funds
sufficient for such payment or redemption have been
irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP
No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental 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.
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PART IV.
MISCELLANEOUS.
EXECUTION IN This Supplemental Indenture may be simultaneously
COUNTERPARTS. executed in any number of counterparts, each of which when
so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same
instrument.
TESTIMONIUM. IN WITNESS WHEREOF, The Detroit Edison Company and
Bankers Trust Company have caused these presents to be
signed in their respective corporate names by their
respective Chairmen of the Board, Presidents, Vice
Presidents, Assistant Vice Presidents or Treasurers and
impressed with their respective corporate seals, attested by
their respective Secretaries or Assistant Secretaries, all
as of the day and year first above written.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ L. L. LOOMANS
----------------------------
L. L. Loomans
Vice President and Treasurer
EXECUTION. Attest:
/s/ SUSAN M. BEALE
-------------------------------
Susan M. Beale
Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
/s/ PEARL KOTTER
-------------------------------
Pearl Kotter
/s/ BETTY M. HANSEN
-------------------------------
Betty M. Hansen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ BARBARA A. JOINER
----------------------------
Barbara A. Joiner
Vice President
Attest:
/s/ SANDRA SHIRLEY
-------------------------------
Sandra Shirley
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC M. HAWNER
-------------------------------
Eric M. Hawner
/s/ Y. PATRICIA BLUE
-------------------------------
Y. Patricia Blue
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STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 6th day of November, 1990, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. Wayne, in the State of Michigan, personally appeared L. L.
Loomans, to me personally known, who, being by me duly
sworn, did say that he does business at 2000 Second Avenue,
Detroit, Michigan 48226 and is the Vice President and
Treasurer of THE DETROIT EDISON COMPANY, one of the
corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is
the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and that
he subscribed his name thereto by like authority; and said
L. L. Loomans, acknowledged said instrument to be the free
act and deed of said corporation.
/s/ JANET A. SCULLEN
(Notarial Seal) ------------------------------
Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 5th day of November, 1990, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of New
BY TRUSTEE. York, in the State of New York, personally appeared Barbara
A. Joiner, to me personally known, who, being by me duly
sworn, did say that she does business at Four Albany Street,
New York, New York 10015, and is Vice President of BANKERS
TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that she knows the
corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of
Directors and that she subscribed her name thereto by like
authority; and said Barbara A. Joiner acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
/s/ DESIREE MARSHALL
------------------------------------
Desiree Marshall
Notary Public, State of New York
No. 24-4885294
Qualified in Kings County
Certificate filed in New York County
Commission Expires February 17, 1991
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STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO L. L. Loomans, being duly sworn, says: that he is the Vice
CONSIDERATION President and Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
/s/ L. L. LOOMANS
---------------------------
L. L. Loomans
Sworn to before me this 6th day of
November, 1990
/s/ JANET A. SCULLEN
-------------------------------------
Janet A. Scullen, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires March 30, 1993
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman,
Esq., 2000 Second Avenue, Detroit, Michigan 48226