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EXHIBIT 4-188
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
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INDENTURE
Dated as of April 15, 1992
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES KKP NO. 13, DUE SEPTEMBER 1,
2022
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be Series KKP No. 13............................. 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-SIXTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 13
Sec. 1. Terms of Bonds of Series KKP No. 13................. 6
Sec. 2. Redemption of Bonds of Series KKP No. 13............ 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of Series KKP No. 13.................. 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Series 318(c) of Trust Indenture Act........ 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 22
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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 fifteenth day
of April, in the year one thousand nine hundred
and ninety-two, 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 "Trus- tee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and
INDENTURE AND delivered its Mortgage and Deed of Trust (hereinafter
SUPPLEMENTALS. referred to as 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, April 1, 1991,
May 1, 1991, May 15, 1991, September 1, 1991, November
1, 1991, January 15, 1992 and February 29, 1992
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
BONDS UNDER be issuable in one or more series, and makes provision
INDENTURE. that the 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
ISSUED. billion nine hundred eighty-seven million seven
hundred ninety-seven thousand dollars ($5,987,797,000)
have heretofore been issued under the Indenture as
follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
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(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount
$100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount
$100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-176) Bonds of Series QQP Nos. 1-16 -- Principal Amount $12,345,000,
(177-191) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(192) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(193-217) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(218-228) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(229-240) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(241) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(242) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(243) Bonds of Series PP -- Principal Amount $70,000,000,
(244) Bonds of Series RR -- Principal Amount $70,000,000,
(245) Bonds of Series EE -- Principal Amount $50,000,000,
(246-247) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
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;
(248) 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;
(249) 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;
(250) 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;
(251) 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;
(252) 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;
(253) 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;
(254) Bonds of Series Y in the principal amount of Sixty million
dollars ($60,000,000), all of which are outstanding at the date hereof;
(255) 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;
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(256-259) Bonds of Series KKP Nos. 9-12 in the principal amount of One
hundred forty-four million two hundred ninety thousand dollars ($144,290,000),
all of which are outstanding at the date hereof;
(260-262) Bonds of Series QQP Nos. 17-19 in the principal amount of One
million three hundred five thousand dollars ($1,305,000), all of which are
outstanding at the date hereof;
(263) Bonds of Series SS in the principal amount of One hundred fifty
million dollars ($150,000,000), of which One hundred ten million dollars
($110,000,000) principal amount have heretofore been retired and Forty million
dollars ($40,000,000) principal amount are outstanding at the date hereof;
(264) Bonds of 1980 Series B in the principal amount of One hundred
million dollars ($100,000,000), of which Seventy-three million one hundred
fifty thousand dollars ($73,150,000) principal amount have heretofore been
retired and Twenty-six million eight hundred fifty thousand dollars
($26,850,000) principal amount are outstanding at the date hereof;
(265-268) Bonds of 1981 Series AP Nos. 13-16 in the principal amount of
One hundred million dollars ($100,000,000), all of which are outstanding at the
date hereof;
(269) 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;
(270) 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;
(271) Bonds of 1986 Series A in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at the date
hereof;
(272) Bonds of 1986 Series B in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at the date
hereof;
(273) Bonds of 1986 Series C in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at the date
hereof;
(274) Bonds of 1987 Series A in the principal amount of Three hundred
million dollars ($300,000,000), all of which are outstanding at the date
hereof;
(275) Bonds of 1987 Series B in the principal amount of One hundred
seventy-five million dollars ($175,000,000), all of which are outstanding at
the date hereof;
(276) Bonds of 1987 Series C in the principal amount of Two hundred
twenty-five million dollars ($225,000,000), all of which are outstanding at the
date hereof;
(277) Bonds of 1987 Series D in the principal amount of Two hundred
fifty million dollars ($250,000,000), all of which are outstanding at the date
hereof;
(278) Bonds of 1987 Series E in the principal amount of One hundred
fifty million dollars ($150,000,000), all of which are outstanding at the date
hereof;
(279) Bonds of 1987 Series F in the principal amount of Two hundred
million dollars ($200,000,000), all of which are outstanding at the date
hereof;
(280) Bonds of 1989 Series A in the principal amount of Three hundred
million dollars ($300,000,000), all of which are outstanding at the date
hereof;
(281) Bonds of 1989 Series BP in the principal amount of Sixty-six
million five hundred sixty-five thousand dollars ($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 dollars ($194,649,000) of
which Eighteen million eight hundred thirty-seven thousand dollars
($18,837,000) principal amount have heretofore been retired and One hundred
seventy-five million eight hundred twelve thousand dollars ($175,812,000)
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 dollars ($256,932,000) of
which Twenty-eight million
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five hundred forty-eight thousand dollars ($28,548,000) principal
amount have heretofore been retired and Two hundred twenty-eight million three
hundred eighty-four thousand dollars ($228,384,000) 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 dollars ($85,475,000) of which Ten
million two hundred fifty-seven thousand dollars ($10,257,000) principal amount
have heretofore been retired and Seventy-five million two hundred eighteen
thousand dollars ($75,218,000) principal amount are outstanding at the date
hereof;
(285) Bonds of 1991 Series AP in the principal amount of Thirty-two
million three hundred seventy-five thousand dollars ($32,375,000), all of which
are outstanding at the date hereof;
(286) Bonds of 1991 Series BP in the principal amount of Twenty-five
million nine hundred ten thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;
(287) Bonds of 1991 Series CP in the principal amount of Thirty-two
million eight hundred thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
(288) Bonds of 1991 Series DP in the principal amount of Thirty-seven
million six hundred thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
(289) Bonds of 1991 Series EP in the principal amount of Forty-one
million four hundred eighty thousand dollars ($41,480,000), all of which are
outstanding at the date hereof;
(290) Bonds of 1991 Series FP in the principal amount of Ninety-eight
million three hundred seventy-five thousand dollars ($98,375,000), all of which
are outstanding at the date hereof;
(291) Bonds of 1992 Series BP in the principal amount of Twenty million
nine hundred seventy-five thousand dollars ($20,975,000), all of which are
outstanding at the date hereof; and
(292) Bonds of 1992 Series AP in the principal amount of sixty-six
million dollars ($66,000,000), all of which are outstanding at the date hereof;
and, accordingly, of the bonds so issued, Four billion fifty million
two hundred eighty-nine thousand dollars ($4,050,289,000) principal amount are
outstanding at the date hereof; and
REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to
CREATION OF issue and sell $33,800,000 principal amount of its
NEW SERIES. Pollution Control Revenue Bonds (The Detroit Edison
Company Monroe and Fermi Plants Project),
Collateralized Series I-1992 so as to provide funds
for the purchase and construction of certain
pollution control facilities installed in the Company's
Fermi 2 Plant; and
WHEREAS, the Company has entered into an
Installment Sales Contract, dated as of March 1, 1977
and amended as of September 1, 1979, October 15, 1985,
July 1, 1989, December 1, 1989, November 1, 1990 and
May 1, 1992 with the County of Monroe, in order to
purchase certain pollution control facilities, and
pursuant to such Installment Sales Contract the
Company has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture in order further to
secure its obligations under such Installment Sales
Contract; and
WHEREAS, for such purposes the Company desires to
issue a new series of bonds to be issued under the
Indenture and to be authenticated and delivered
pursuant to Section 8 of Article III of the Indenture;
and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
SERIES KKP NO. 13. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds,
Series KKP No. 13"; and
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Further WHEREAS, the Original Indenture, by its terms,
Assurance. includes in 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
OF SUPPLEMENTAL and authority conferred upon and reserved to it under
INDENTURE. and by 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
INDENTURE. premises and 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 NINETY-SIXTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 13
CERTAIN TERMS SECTION 1. The Company hereby creates the Two
OF BONDS OF hundred Ninety-sixth series of bonds to be issued
SERIES KKP NO. 13. under and secured by the Original Indenture as
amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by
the title "General and Refunding Mortgage Bonds,
Series KKP No. 13" (elsewhere herein referred to as
the "bonds of Series KKP No. 13"). The aggregate
principal amount of bonds of Series KKP No. 13 shall
be limited to Thirty-three million eight hundred
thousand dollars ($33,800,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements
of bonds.
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Each bond of Series KKP No. 13 is to be
irrevocably assigned to, and registered in the name
of, Manufacturers Bank, N.A., as trustee, or a
successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Monroe
Trust Indenture Trustee"), under the Trust Indenture,
dated as of March 1, 1977, as amended September 1,
1979, October 15, 1985, July 1, 1989, December 1,
1989, November 1, 1990 and May 1, 1992 (hereinafter
called the "Monroe Trust Indenture"), between the
County of Monroe, Michigan (hereinafter called
"Monroe"), and the Monroe Trust Indenture Trustee, to
secure payment of the County of Monroe, Michigan,
Pollution Control Revenue Bonds (The Detroit Edison
Company Monroe and Fermi Plants Project),
Collateralized Series I-1992 (hereinafter called the
"Monroe Revenue Bonds"), issued by Monroe under the
Monroe Trust Indenture, the proceeds of which (other
than any accrued interest thereon) have been provided
for the acquisition and construction of certain
pollution control facilities which the Company has
agreed to purchase pursuant to the provisions of the
Installment Sales Contract, dated as of March 1, 1977,
as amended as of September 1, 1979, as of October 15,
1985, as of July 1, 1989, as of December 1, 1989, as
of November 1, 1990 and as of May 1, 1992 (hereinafter
called the "Monroe Contract"), between the Company and
Monroe.
The bonds of Series KKP No. 13 shall be issued
as registered bonds without coupons in denominations
of a multiple of $5,000. The bonds of Series KKP No.
13 shall be issued in the aggregate principal amount
of $33,800,000, shall mature on September 1, 2022 and
shall bear interest, payable semi-annually on March 1
and September 1 of each year (commencing September 1,
1992), at the rate of 6 7/8%, until the principal
thereof shall have become due and payable and
thereafter until the Company's obligation with respect
to the payment of said principal shall have been
discharged as provided in the Indenture.
The bonds of Series KKP No. 13 shall be payable
as to principal, premium, if any, and interest as
provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of Series KKP
No. 13 shall be payable, both as to principal and
interest, at the office or agency of the Company in
the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of
America which at the time of payment is legal tender
for public and private debts.
Except as provided herein, each bond of Series
KKP No. 13 shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the March 1 or
September 1 next preceding the date thereof to which
interest has been paid on bonds of Series KKP No. 13,
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 September 1,
1992, in which case interest shall be payable from May
1, 1992.
The bonds of Series KKP No. 13 in definitive
form shall be, at the election of the Company, fully
engraved or shall be lithographed or printed in
authorized denomina- tions as aforesaid and numbered 1
and upwards (with such further designation as may be
appropriate and desirable to indicate by such
designation the form, series and denominations of
bonds of Series KKP No. 13). Until bonds of Series KKP
No. 13 in definitive form are ready for delivery, the
Company may execute, and upon its request in writing
the Trustee shall authenticate and deliver in lieu
thereof, bonds of Series KKP No. 13 in temporary form,
as provided in Section 10 of Article II of the
Indenture. Temporary bonds of Series KKP No. 13, if
any, may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of Series KKP No. 13, 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 Series KKP No. 13 shall not be assignable or
transferable except as may be required to effect a
transfer to any successor trustee under
the Monroe Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course
of the exercise of rights and remedies consequent upon
an Event of Default under the Monroe Trust Indenture.
Any such transfer shall be made upon surrender thereof
for cancella- tion at the office or agency of the
Company in the Borough of Manhattan, The City and
State of New York, together with a written instrument
of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney.
Bonds of Series KKP No. 13 shall in the same manner be
exchangeable for a like aggregate principal amount of
bonds of Series KKP No. 13 upon the terms and
conditions specified herein and in Section 7 of
Article II of the Indenture. The Company waives its
rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of Series
KKP No. 13, during any period of ten days next
preceding any redemption date for such bonds.
Bonds of Series KKP No. 13, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be
specified in the Monroe Contract.
Upon payment of the principal or premium, if
any, or interest on the Monroe Revenue Bonds, whether
at maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment thereof
having been made in accordance with Article IX of the
Monroe Trust Indenture, bonds of Series KKP No. 13 in
a principal amount equal to the principal amount of
such Monroe Revenue Bonds, shall, to the extent of
such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease
and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of Series KKP No. 13 shall be
OF BONDS OF redeemed on the respective dates and in the
SERIES KKP NO. 13. respective principal amounts which correspond to the
redemption dates for, and the principal amounts
to be redeemed of, the Monroe Revenue Bonds. In the
event the Company elects to redeem any Monroe Revenue
Bonds prior to maturity in accordance with the
provisions of the Monroe Trust Indenture, the Company
shall on the same date redeem bonds of Series KKP No.
13 in principal amounts and at redemption prices
corresponding to the Monroe Revenue Bonds so redeemed.
The Company agrees to give the Trustee notice of any
such redemption of bonds of Series KKP No. 13 on the
same date as it gives notice of redemption of Monroe
Revenue Bonds to the Monroe Trust Indenture Trustee.
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REDEMPTION SECTION 3. In the event of an Event of Default
OF BONDS OF SERIES KKP under the Monroe Trust Indenture and the acceleration
NO. 13 IN EVENT OF of all Monroe Revenue Bonds, the bonds of Series KKP
ACCELERATION No. 13 shall be redeemable in whole upon receipt by
OF MONROE the Trustee of a written demand (hereinafter called
REVENUE BONDS. a "Redemption Demand") from the Monroe Trust
Indenture Trustee stating that there has occurred
under the Monroe Trust Indenture both an
Event of Default and a declaration of acceleration of
payment of principal, accrued interest and premium, if
any, on the Monroe Revenue Bonds, specifying the last
date to which interest on the Monroe Revenue Bonds has
been paid (such date being hereinafter referred to as
the "Initial Interest Accrual Date") and demanding
redemption of the bonds of said series. The Trustee
shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series
so demanded to be redeemed (hereinafter called the
"Demand Redemption Date"). Notice of the date fixed as
the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten days prior to such
Demand Redemption Date. The date to be fixed by the
Company as and for the Demand Redemption Date may be
any date up to and including the earlier of (x) the
60th day after receipt by the Trustee of the
Redemption Demand or (y) the maturity date of such
bonds first occurring following the 20th day after the
receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption Date
on or before the 10th day preceding the earlier of
such dates, the Demand Redemption Date shall be deemed
to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice
being hereinafter called the "Demand Redemption
Notice") to the Monroe Trust Indenture Trustee not
more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of Series KKP No. 13 shall be
redeemed by the Company on the Demand Redemption Date
therefore upon surrender thereof by the Monroe Trust
Indenture Trustee to the Trustee at a redemption price
equal to the principal amount thereof plus accrued
interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand
Redemption Date on all Monroe Revenue Bonds; provided,
however, that in the event of a receipt by the Trustee
of a notice that, pursuant to Section 1010 of the
Monroe Trust Indenture, the Monroe Trust Indenture
Trustee has terminated proceedings to enforce any
right under the Monroe Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the
Monroe Trust Indenture Trustee, and no Demand
Redemption Notice shall be given, or, if already
given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to
take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or effect,
unless it is executed in the name of the Monroe Trust
Indenture Trustee by its President or one of its Vice
Presidents.
CONSENT. SECTION 4. The holders of the bonds of Series KKP
No. 13, 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.
11
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FORM OF BONDS SECTION 5. The bonds of Series KKP No. 13 and the
OF SERIES KKP NO. 13. form of Trustee's Certificate to be endorsed
on such bonds shall be substantially in the following
forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 13, 6 7/8% DUE SEPTEMBER 1, 2022
Notwithstanding any provisions hereof or in the
Indenture, this bond is not assignable or transferable
except as may be required to effect a transfer to any
successor trustee under the Trust Indenture, dated as
of March 1, 1977 and amended as of September 1, 1979,
October 15, 1985, July 1, 1989, December 1, 1989,
November 1, 1990 and May 1, 1992 between the County of
Monroe, Michigan and Manufacturers Bank, N.A., as
trustee, or, subject to compliance with applicable
law, as may be involved in the course of the exercise
of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called
the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay
to Manufacturers Bank, N.A., as trustee, or registered
assigns, at the Company's office or agency in the
Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date
specified in the title hereof and interest thereon at
the rate specified in the title hereof, in like lawful
money, from May 1, 1992, and after the first payment
of interest on bonds of this Series has been made or
otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided
for, semi-annually on March 1 and September 1 of each
year (commencing September 1, 1992), until the
Company's obligation with respect to payment of said
principal shall have been discharged, all as provided,
to the extent and in the manner specified in the
Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which
this bond has been issued.
Under a Trust Indenture, dated as of March 1,
1977 and amended as of September 1, 1979, October 15,
1985, July 1, 1989, December 1, 1989, November 1, 1990
and May 1, 1992 (hereinafter called the "Monroe
Trustee Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and
Manufacturers Bank, N.A., as trustee (hereinafter
called the "Monroe Trust Indenture Trustee"), Monroe
has issued Pollution Control Revenue Bonds (The
Detroit Edison Company Monroe and Fermi Plants
Project), Collateralized Series I-1992 (hereinafter
called the "Monroe Revenue Bonds"). This bond was
originally issued to Monroe and simultaneously
irrevocably assigned to the Monroe Trust Indenture
Trustee so as to secure the payment of the Monroe
Revenue Bonds. Payments of principal of, or premium,
if any, or interest on, the Monroe Revenue Bonds shall
constitute like payments on this bond as further
provided herein and in the supplemental indenture
pursuant to which this bond has been issued.
Reference is hereby made to such further
provisions of this bond set forth on the reverse
hereof and such further provisions shall for all
purposes have the same effect as though set forth at
this place.
This bond shall not be valid or become
obligatory for any purpose until Bankers Trust
Company, the Trustee under the Indenture hereinafter
mentioned on the reverse hereof, or its successor
thereunder, shall have signed the form of certificate
endorsed hereon.
13
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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, with their manual or facsimile
signatures, and its corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and the same to be attested by its Secretary or an Assistant
Secretary with his or her manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
14
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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 Series KKP No. 13, limited
to an aggregate principal amount of $33,800,000, 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 April 15, 1992)
reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent
of the security, the terms and conditions upon which the
bonds are issued and under which additional bonds may be
issued, and the rights of the holders of the bonds and of
the Trustee in respect of such security (which Indenture and
all indentures supplemental thereto, including the
Supplemental Indenture dated as of April 15, 1992, are
hereinafter collectively called the "Indenture"). As
provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature
at different times, may bear interest at different rates and
may otherwise vary as in said Indenture provided. With the
consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the
Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture
supplemental thereto, may be modified or altered in certain
respects by affirmative vote of at least eighty-five percent
(85%) in amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed
to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds
so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest
therein as specified in the Indenture); provided, however,
that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect
the terms of payment of the principal of or the interest on
this bond, which in those respects is unconditional.
The holders of the bonds of Series KKP No. 13, by their
acceptance of and holding thereof, consent and agree that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consent to the
deletion from the first paragraph of Section 5 of Article II
of the Indenture of the phrase "but in no event later than
October 1, 2024,". Such holders further agree that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in Section 4 of Part I
of the Supplemental Indenture dated as of April 15, 1992, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe Trust Indenture Trustee following
the occurrence of an Event of Default under the Monroe Trust
Indenture and the acceleration of the principal of the
Monroe Revenue Bonds.
15
13
Under the Indenture, funds may be deposited with the Trustee (which
shall have become available for payment), in advance of the redemption date of
any of the bonds of Series KKP No. 13 (or portions thereof), in trust for the
redemption of such bonds (or portions thereof) and the interest due or to
become due thereon, and thereupon all obligations of the Company in respect of
such bonds (or portions thereof) so to be redeemed and such interest shall
cease and be discharged, and the holders thereof shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or portions thereof)
and interest.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the bonds issued thereunder may become or be declared due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
Upon payment of the principal of, or premium, if any, or interest on,
the Monroe Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having been
made in accordance with Article IX of the Monroe Trust Indenture, bonds of
Series KKP No. 13 in a principal amount equal to the principal amount of such
Monroe Revenue Bonds and having both a corresponding maturity date and interest
rate shall, to the extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in the case of the
payment of principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as may be required
to effect a transfer to any successor trustee under the Monroe Trust Indenture,
or, subject to compliance with applicable law, as may be involved in the course
of the exercise of rights and remedies consequent upon an Event of Default
under the Monroe Trust Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly authorized in
writing, on the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same aggregate principal
amount, all as provided and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon or otherwise in respect
hereof or of the Indenture, or of any indenture supplemental thereto, against
any incorporator, or against any past, present or future stockholder, director
or officer, as such, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released by every holder or owner hereof, as more fully
provided in the Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
TRUSTEE'S This bond is one of the bonds, of the series
CERTIFICATE. designated therein, described in the within-mentioned
Indenture.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF ORIGINAL supplemental thereto have been recorded and/or filed
INDENTURE. and Certificates of 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
FILING OF Original Indenture, indentures supplemental
SUPPLEMENTAL thereto heretofore entered into have been recorded as
INDENTURES. a real estate mortgage 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 September 1, 1947
Additional 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
17
15
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and 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 July 15, 1976
and 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 October 1, 1977
and Subject Properties
October 1, 1977................... Series GGP Nos. 8-22 Bonds June 1, 1978
and Series OOP Nos. 1-17
Bonds and Subject
Properties
18
16
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9 Bonds
and Subject Properties
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
19
17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
April 1, 1986..................... 1986 Series A and 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 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
------------------------------------------
(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.
20
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Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of February 29, 1992 providing for
the terms of bonds to be issued thereunder of 1992 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 March
19, 1992 (Filing No. 18848B), has been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No. 5485-XXX) on March 19, 1992,
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........................ March 24, 1992 2727 971-994
Huron.......................... March 19, 1992 572 791-814
Ingham......................... March 19, 1992 1943 1189-1212
Lapeer......................... March 19, 1992 747 319-342
Lenawee........................ March 19, 1992 1192 938-961
Livingston..................... March 19, 1992 1551 0267-0290
Macomb......................... March 20, 1992 5367 892-914
Mason.......................... March 19, 1992 414 737-760
Monroe......................... March 23, 1992 1213 0737-0760
Oakland........................ March 19, 1992 12444 406-429
Sanilac........................ March 19, 1992 426 547-570
St. Clair...................... March 19, 1992 1029 587-610
Tuscola........................ March 19, 1992 623 188-211
Washtenaw...................... March 20, 1992 2598 841-864
Wayne.......................... March 19, 1992 25641 016-039
The Supplemental Indenture dated as of January 15, 1992 providing for
the terms of bonds of 1992 Series BP was filed in the County of Ingham,
Michigan on February 11, 1992 and recorded at Liber 1934, pages 341-364 and was
also filed in the County of Lapeer, Michigan on February 6, 1992 and recorded
at Liber 743, pages 11-34.
21
19
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. AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH,
IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP Nos. 1-15,
NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-16, TTP Nos. 1-15,
UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP
Nos. 1-11, 1981 Series AP Nos. 1-12, 1985 Series A, 1985
Series B, PP, RR, EE, MMP and MMP No. 2 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, May 1, 1974, October 1, 1974,
January 15, 1975, November 1, 1975, February 1, 1976, June
15, 1976, July 15, 1976, October 1, 1977, March 1, 1977,
July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977,
September 1, 1979, July 1, 1977, July 1, 1979, September 15,
1979, October 1, 1977, June 1, 1978, October 1, 1977, July
1, 1979, January 1, 1980, August 15, 1980, November 1, 1981,
May 1, 1985, May 15, 1985, June 1, 1978, October 15, 1978,
December 15, 1975, February 15, 1977, and September 1, 1979
have matured or have been called for redemption and funds
sufficient for such payment or redemption have been
irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP
No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
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
supercede 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.
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20
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND
BANKERS TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE
SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR
RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE
PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR
ASSISTANT TREASURERS AND IMPRESSED WITH THEIR
RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR
RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL
AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal)
By /s/ C. C. ARVANI
------------------------
C.C.Arvani
Assistant Treasurer
EXECUTION. Attest:
/s/ ELAINE M. GODFREY
---------------------------
Elaine M. Godfrey
Assistant Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
/s/ JANE E. LENART
-------------------------
Jane E. Lenart
/s/ JANET A. SCULLEN
--------------------------
Janet A. Scullen
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ R. T. GORMAN
-------------------------
R. T. Gorman
Vice President
Attest:
/s/ CAROLE KEPPLER
------------------------------------------------
Carole Keppler
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC HAWNER
------------------------------------------------
Eric Hawner
/s/ SHIKHA DOMBEK
------------------------------------------------
Shikha Dombek
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STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
ACKNOWLEDGMENT On this 12th day of May, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY COMPANY. of Wayne, in the State of Michigan, personally
appeared C. C. Arvani, to me personally known,
who, being by me duly sworn, did say that he does
business at 2000 Second Avenue, Detroit, Michigan
48226 and is the Assistant Treasurer of THE DETROIT
EDISON COMPANY, one of the corporations described in
and which executed the foregoing instrument; that he
knows the corporate seal of the said corporation and
that the seal affixed to said instrument is the
corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and
that he subscribed his name thereto by like authority;
and said C. C. Arvani, acknowledged said instrument to
be the free act and deed of said corporation.
/s/ PEARL E. KOTTER
---------------------------
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
STATE OF NEW YORK
COUNTY OF NEW YORK SS.:
ACKNOWLEDGMENT On this 8th day of May, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY TRUSTEE. of Queens, in the State of New York, personally
appeared R. T. Gorman, to me personally known,
who, being by me duly sworn, did say that his business
office is located at Four Albany Street, New York, New
York 10015, and he is Vice President of BANKERS TRUST
COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows
the corporate seal of the said corporation and that
the seal affixed to said instrument is the corporate
seal of said corporation; and that said instrument was
signed and sealed in behalf of said corporation by
authority of its Board of Directors and that he
subscribed his name thereto by like authority; and
said R. T. Gorman acknowledged said instrument to be
the free act and deed of said corporation.
(Notarial Seal)
/s/ MARJORIE STANLEY
------------------------------
Marjorie Stanley
Notary Public, State of New York
No. 41-4986405
Qualified in Queens County
Certificate filed in New York County
Commission Expires Sept. 16, 1993
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STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
AFFIDAVIT AS TO C. C. Arvani, being duly sworn, says: that he is the
CONSIDERATION Assistant 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/ C. C. ARVANI
---------------------------------
C. C. Arvani
Sworn to before me this 12th day of
May, 1992
/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