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EXHIBIT 4-178
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 May 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 BP, DUE MAY 1, 2011,
(B) GENERAL AND REFUNDING MORTGAGE BONDS, 1991 SERIES CP, DUE MAY 1, 2021
AND
(C) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1991 Series BP and 1991 Series CP............. 5
Further Assurance......................................... 6
Authorization of Supplemental Indenture................... 6
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED EIGHTY-NINTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES BP
Sec. 1. Terms of Bonds of 1991 Series BP.................... 6
Sec. 2. Redemption of Bonds of 1991 Series BP............... 8
Sec. 3. Redemption in Event of Acceleration................. 9
Sec. 4. Consent............................................. 10
Sec. 5. Form of Bonds of 1991 Series BP..................... 10
Form of Trustee's Certificate....................... 15
PART II.
CREATION OF TWO HUNDRED NINETIETH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES CP
Sec. 1. Terms of Bonds of 1991 Series CP.................... 15
Sec. 2. Redemption of Bonds of 1991 Series CP............... 17
Sec. 3. Redemption in Event of Acceleration................. 17
Sec. 4. Consent............................................. 18
Sec. 5. Form of Bonds of 1991 Series CP..................... 18
Form of Trustee's Certificate....................... 22
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 23
Recording and filing of Supplemental Indentures............. 23
Recording of Certificates of Provision for Payment.......... 27
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 27
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 28
Execution in Counterparts................................... 28
Testimonium................................................. 29
Execution................................................... 29
Acknowledgements............................................ 30
Affidavit as to consideration and good faith................ 31
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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 May, 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
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, February 15, 1990, November
1, 1990 and April 1, 1991 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 six
ISSUED. hundred sixty-four million six hundred fifty-seven thousand
dollars ($5,664,657,000) 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,
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(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(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;
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(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 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;
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(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;
(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 Sixty-six
million five hundred thousand dollars ($66,500,000) principal
amount have heretofore been retired and Thirty-three million
five hundred thousand dollars ($33,500,000) 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;
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(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;
(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 Twelve million five hundred fifty-eight
thousand ($12,558,000) principal amount have heretofore been
retired and One hundred eighty-two million ninety-one thousand
($182,091,000) 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 Nineteen million thirty-two thousand
($19,032,000) principal amount have heretofore been retired and
Two hundred thirty-seven million nine hundred thousand
($237,900,000) principal amount are outstanding at the date
hereof;
(284) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
($85,475,000) of which Six million eight hundred thirty-eight
thousand ($6,838,000) principal amount have heretofore been
retired and Seventy-eight million six hundred thirty-seven
thousand ($78,637,000) principal amount are outstanding at the
date hereof; and
(285) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
($32,375,000), all of which are outstanding at the date hereof.
and, accordingly, of the bonds so issued, Four billion three
hundred forty-nine million one hundred fifty-three thousand
dollars ($4,349,153,000) principal amount are outstanding at
the date hereof; and
REASON FOR WHEREAS, the Michigan Strategic Fund has agreed to issue
CREATION OF and sell $25,910,000 principal amount of its Limited
NEW SERIES. Obligation Refunding Revenue Bonds (The Detroit Edison
Company Pollution Control Bonds Project), Collateralized
Series 1991AA and $32,800,000 principal amount of its
Limited Obligation Refunding Revenue Bonds (The Detroit
Edison Company Pollution Control Bonds Project),
Collateralized Series 1991BB, in each case to provide funds
for the refunding of certain pollution control bonds
previously issued to finance pollution control projects of
the Company; and
WHEREAS, the Company has entered into separate Loan
Agreements, each dated as of May 1, 1991 with the Michigan
Strategic Fund in connection with the issuance of the
Collateralized Series 1991AA and Collateralized Series
1991BB Bonds, in order to refund certain pollution control
bonds, and pursuant to such Loan Agreements 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 Agreements; and
WHEREAS, for such purposes the Company desires to issue
two 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
1991 SERIES BP Indenture to create such new series of bonds, to be
AND 1991 SERIES designated "General and Refunding Mortgage Bonds, 1991
CP Series BP" and "General and Refunding Mortgage Bonds, 1991
Series CP"; and
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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
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-NINTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES BP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF Eighty-ninth series of bonds to be issued under and secured
1991 SERIES BP by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 1991
Series BP" (elsewhere herein referred to as the "bonds of
1991 Series BP"). The aggregate principal amount of bonds of
1991 Series BP shall be limited to Twenty-five million nine
hundred and ten thousand dollars ($25,910,000), except as
provided in Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements of
bonds.
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Each bond of 1991 Series BP 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 "Strategic Fund Trust Indenture Trustee"), under
the Trust Indenture, dated as of May 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 1991AA (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 has agreed to refund pursuant to the
provisions of the Loan Agreement, dated as of May 1, 1991
(hereinafter called the "Strategic Fund Agreement"), between
the Company and the Strategic Fund.
The bonds of 1991 Series BP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1991 Series BP shall be issued in the
aggregate principal amount of $25,910,000, shall mature on
May 1, 2011 and shall bear interest, payable semi-annually
on May 1 and November 1 of each year (commencing November 1,
1991), at the rate of 6.95%, 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 1991 Series BP shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture, but only to the extent and in the manner herein
provided. The bonds of 1991 Series BP shall be payable, both
as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The City and State of
New York, in any coin or currency of the United States of
America which at the time of payment is legal tender for
public and private debts.
Except as provided herein, each bond of 1991 Series BP
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the May 1 or November 1 next preceding the date thereof to
which interest has been paid on bonds of 1991 Series BP,
unless the bond is authenticated on a date to which interest
has been paid, in which case interest shall be payable from
the date of authentication, or unless the date of
authentication is prior to November 1, 1991, in which case
interest shall be payable from May 1, 1991.
The bonds of 1991 Series BP in definitive form shall be,
at the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 1991 Series BP). Until bonds of 1991 Series BP in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 1991
Series BP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1991 Series
BP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1991 Series BP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
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Bonds of 1991 Series BP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the Strategic Fund Trust
Indenture, or, subject to compliance with applicable law, as
may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Strategic Fund Trust Indenture. Any such transfer shall be
made upon surrender thereof for cancellation at the office
or agency of the Company in the Borough of Manhattan, The
City and State of New York, together with a written
instrument of transfer (if so required by the Company or by
the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney. Bonds of
1991 Series BP shall in the same manner be exchangeable for
a like aggregate principal amount of bonds of 1991 Series BP
upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company waives
its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1991 Series
BP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1991 Series BP, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto
or as may be specified in the Strategic Fund Agreement.
Upon payment of the principal or premium, if any, or
interest on the Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise, or
upon provision for the payment thereof having been made in
accordance with Article IV of the Strategic Fund Trust
Indenture, bonds of 1991 Series BP 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.
REDEMPTION SECTION 2. Bonds of 1991 Series BP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal amounts
1991 SERIES BP which correspond to the 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
BP 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 BP on the same
date as it gives notice of redemption of Strategic Fund
Revenue Bonds to the Strategic Fund Trust Indenture Trustee.
11
9
REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF 1991 Strategic Fund Trust Indenture and the acceleration of all
SERIES BP Strategic Fund Revenue Bonds, the bonds of 1991 Series BP
IN EVENT OF shall be redeemable in whole upon receipt by the Trustee of
ACCELERATION a written demand (hereinafter called a "Redemption Demand")
OF STRATEGIC FUND from the Strategic Fund Trust Indenture Trustee stating that
REVEUNE BONDS. there has 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 BP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Strategic Fund Trust Indenture
Trustee to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest thereon at
the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount
equal to the aggregate premium, if any, due and payable on
such Demand Redemption Date on all Strategic Fund Revenue
Bonds; provided, however, that in the event of a receipt by
the Trustee of a notice that, pursuant to Section 604 of the
Strategic Fund Trust Indenture, the Strategic Fund Trust
Indenture Trustee has terminated proceedings to enforce any
right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the
Strategic Fund Trust Indenture Trustee, and no Demand
Redemption Notice shall be given, or, if already given,
shall be automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent default
or impair any right consequent thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to
a Redemption Demand and such Redemption Demand shall be of
no force or effect, unless it is executed in the name of the
Strategic Fund Trust Indenture Trustee by its President or
one of its Vice Presidents.
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CONSENT. SECTION 4. The holders of the bonds of 1991 Series BP, 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 BP and the form of
OF 1991 SERIES BP Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
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11
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1991 SERIES BP, 6.95% DUE MAY 1, 2011
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 May 1, 1991 between the
Michigan Strategic Fund 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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to the Michigan
Strategic Fund, or registered assigns, at the Company's
office or agency in the Borough of Manhattan, The City and
State of New York, the principal sum of dollars
($) 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 May 1 and November 1 of each year
(commencing November 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 May 1, 1991
(hereinafter called the "Strategic Fund Trust Indenture"),
between the Michigan Strategic Fund (hereinafter called
"Strategic Fund"), and Manufacturers National Bank of
Detroit, 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 1991AA (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.
14
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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
15
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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 BP, limited to
an aggregate principal amount of $25,910,000, 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 May 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 May 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 BP, 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 May 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.
16
14
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 BP (or portions thereof), in trust for the redemption
of such bonds (or portions thereof) and the interest due or
to become due thereon, and thereupon all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be discharged,
and the holders thereof shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or with
respect to such bonds (or portions thereof) and interest.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued
thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions
provided in the Indenture.
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 BP in a principal amount
equal to the principal amount of such Strategic Fund Revenue
Bonds and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and the
obligation of the Company thereunder to make such payment
shall forthwith cease and be discharged, and, in the case of
the payment of principal and premium, if any, such bonds of
said series shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
This bond is not assignable or transferable except as may
be required to effect a transfer to any successor trustee
under the Strategic Fund Trust Indenture, or, subject to
compliance with applicable law, as may be involved in the
course of the exercise of rights and remedies consequent
upon an Event of Default under the Strategic Fund Trust
Indenture. Any such transfer shall be made by the registered
holder hereof, in person or by his attorney duly authorized
in writing, on the books of the Company kept at its office
or agency in the Borough of Manhattan, The City and State of
New York, upon surrender and cancellation of this bond, and
thereupon, a new registered bond of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee in exchange
therefor, and this bond with others in like form may in like
manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the
terms and conditions set forth in the Indenture, and upon
payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
17
15
[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.
CREATION OF TWO HUNDRED NINETIETH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1991 SERIES CP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF Ninetieth series of bonds to be issued under and secured by
1991 SERIES CP the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other series,
by the title "General and Refunding Mortgage Bonds, 1991
Series CP" (elsewhere herein referred to as the "bonds of
1991 Series CP"). The aggregate principal amount of bonds of
1991 Series CP shall be limited to Thirty-two million eight
hundred thousand dollars ($32,800,000), 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 CP 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 "Strategic Fund Trust Indenture Trustee"), under
the Trust Indenture, dated as of May 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 1991BB (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 has agreed to refund pursuant to the
provisions of the Loan Agreement, dated as of May 1, 1991
(hereinafter called the "Strategic Fund Agreement"), between
the Company and the Strategic Fund.
The bonds of 1991 Series CP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1991 Series CP shall be issued in the
aggregate principal amount of $32,800,000, shall mature on
May 1, 2021 and shall bear interest, payable semi-annually
on May 1 and November 1 of each year (commencing November 1,
1991), at the rate of 7.00%, 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 1991 Series CP 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 CP 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.
18
16
Except as provided herein, each bond of 1991 Series CP
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the May 1 or November 1 next preceding the date thereof to
which interest has been paid on bonds of 1991 Series CP,
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 November 1, 1991, in which case
interest shall be payable from May 1, 1991.
The bonds of 1991 Series CP 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 CP). Until bonds of 1991 Series CP 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 CP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1991 Series
CP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1991 Series CP, 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 CP 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 CP shall in the same manner be exchangeable for
a like aggregate principal amount of bonds of 1991 Series CP
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
CP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1991 Series CP, 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 CP 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.
19
17
REDEMPTION SECTION 2. Bonds of 1991 Series CP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal amounts
1991 SERIES CP which correspond to the 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
CP 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 CP 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
OF BONDS OF Strategic Fund Trust Indenture and the acceleration of all
1991 SERIES Strategic Fund Revenue Bonds, the bonds of 1991 Series CP
CP IN EVENT OF shall be redeemable in whole upon receipt by the Trustee of
ACCELERATION a written demand (hereinafter called a "Redemption Demand")
OF STRATEGIC FUND from the Strategic Fund Trust Indenture Trustee stating that
REVENUE BONDS. there has 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 CP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Strategic Fund Trust Indenture
Trustee to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest thereon at
the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount
equal to the aggregate premium, if any, due and payable on
such Demand Redemption Date on all Strategic Fund Revenue
Bonds; provided, however, that in the event of a receipt by
the Trustee of a notice that, pursuant to Section 604 of the
Strategic Fund Trust Indenture, the Strategic Fund Trust
Indenture Trustee has terminated proceedings to enforce any
right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the
Strategic Fund Trust Indenture Trustee, and no Demand
Redemption Notice shall be given, or, if already given,
shall be automatically annulled; but no such rescission or
annulment shall extend to or affect any subsequent default
or impair any right consequent thereon.
20
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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 CP, 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 CP and the form of
OF 1991 SERIES Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
21
19
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1991 SERIES CP, 7.00% DUE MAY 1, 2021
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 May 1, 1991 between the
Michigan Strategic Fund 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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to the Michigan
Strategic Fund, or registered assigns, at the Company's
office or agency in the Borough of Manhattan, The City and
State of New York, the principal sum of dollars
($) 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 May 1 and November 1 of each year
(commencing November 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 May 1, 1991
(hereinafter called the "Strategic Fund Trust Indenture"),
between the Michigan Strategic Fund (hereinafter called
"Strategic Fund"), and Manufacturers National Bank of
Detroit, 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 1991BB (hereinafter called the
"Strategic Fund Revenue Bonds"). This bond was originally
issued to the Strategic Fund and simultaneously irrevocably
assigned to the Strategic Fund Trust Indenture Trustee so as
to secure the payment of the Strategic Fund Revenue Bonds.
Payments of principal of, or premium, if any, or interest
on, Strategic Fund Revenue Bonds shall constitute like
payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been
issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
22
20
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Chairman of the Board
and its 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
and Chief Financial Officer
Attest:
............................
Secretary
23
21
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1991 Series CP, limited to
an aggregate principal amount of $32,800,000, 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 May 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 May 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 CP, 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
II of the Supplemental Indenture dated as of May 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.
24
22
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 CP (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 CP 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.
[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
25
23
PART III.
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 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 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
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
26
24
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
October 1, 1968(a)(c)..................... Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c).................... Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)........................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c)...................... Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).......................... Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c)...................... Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)....................... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974............................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974........................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.......................... Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.......................... Series DDP Nos. 1-9 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
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
27
25
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
July 1, 1979.............................. Series IIP Nos. 8-22 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
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 January 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
28
26
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
December 1, 1989.......................... Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990......................... 1990 Series A, 1990 Series B, November 1, 1990
1990 Series C, 1990 Series
D, 1990 Series E and 1990
Series F
November 1, 1990.......................... Series KKP No. 12 April 1, 1991
------------------------------------------
(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 April
1, 1991 providing for the terms of bonds to be issued
thereunder of 1991 Series AP 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 April 29, 1991 (Filing No. 10910B), has been
filed and recorded in the Office of the Interstate Commerce
Commission (Recordation No. 5485-RRR), 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........................ April 29, 1991 2640 308-330
Huron.......................... April 29, 1991 554 796-818
Ingham......................... April 29, 1991 1875 556-578
Lapeer......................... April 29, 1991 714 519-541
Lenawee........................ April 29, 1991 1153 603-625
Livingston..................... April 29, 1991 1469 617-639
Macomb......................... April 29, 1991 5088 332-354
Mason.......................... April 29, 1991 403 1241-1263
Monroe......................... April 29, 1991 1160 385-407
Oakland........................ April 29, 1991 11836 232-254
Sanilac........................ April 29, 1991 417 333-355
St. Clair...................... April 29, 1991 987 550-572
Tuscola........................ April 29, 1991 611 1284-1305
Washtenaw...................... April 29, 1991 2489 383-405
Wayne.......................... April 29, 1991 25093 273-295
29
27
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. 1-12, GGP 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. 1-17, 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 Provision for Payment
have been recorded in the offices of the respective
Registers of Deeds of certain counties in the State of
Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos.
1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.
PART IV.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
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.
30
28
PART V.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT. parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supersede provisions of the Indenture in effect prior to
November 15, 1990.
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.
31
29
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/ JANET A. SCULLEN
---------------------------
Janet A. Scullen
/s/ JANE E. LENART
----------------------------
Jane E. Lenart
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ BARBARA A. JOINER
-------------------------------
Barbara A. Joiner
Vice President
Attest:
/s/ JERRY OLIVO
---------------------------------
Jerry Olivo
Assistant Vice President
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC M. HAWNER
---------------------------------
Eric M. Hawner
/s/ SHIKHA DOMBEK
---------------------------------
Shikha Dombek
32
30
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 14th day of May, 1991, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Wayne, in the
BY COMPANY. 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/ 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
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 10th day of May, 1991, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of New York, in the
BY TRUSTEE. 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/ MARIA A. JOHNSON
-----------------------------
Maria A. Johnson
Notary Public, State of New York
No. 4851727
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires February 3, 1992
33
31
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 14th day of
May, 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