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EXHIBIT 4-189
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 July 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, 1992 SERIES CP, DUE AUGUST 1, 2024
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......................... 4
Bonds to be 1992 Series CP................................ 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-SEVENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES CP
Sec. 1. Terms of Bonds of 1992 Series CP.................... 5
Sec. 2. Redemption of Bonds of 1992 Series CP............... 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of 1992 Series CP..................... 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
July, 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 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, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992 and April 15, 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 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 Six billion
ISSUED. twenty-one million five hundred ninety-seven thousand
dollars ($6,021,597,000) have heretofore been issued under
the Indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
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(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-176) Bonds of Series QQP Nos. 1-17 -- Principal Amount $12,780,000,
(178-192) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(193) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(194-218) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(219-229) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(230-241) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(242) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(243) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(244) Bonds of Series PP -- Principal Amount $70,000,000,
(245) Bonds of Series RR -- Principal Amount $70,000,000,
(246) Bonds of Series EE -- Principal Amount $50,000,000,
(247-248) 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;
(249) 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;
(250) 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;
(251) 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;
(252) 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;
(253) 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;
(254) 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;
(255) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(256) 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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(257-261) Bonds of Series KKP Nos. 9-13 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;
(262-263) Bonds of Series QQP Nos. 18-19 in the principal
amount of Eight hundred seventy thousand dollars
($870,000), all of which are outstanding at the date
hereof;
(264) 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;
(265) 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;
(266-269) 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;
(270) 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;
(271) 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;
(272) 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;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) 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;
(279) 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;
(280) 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;
(281) 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;
(282) 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;
(283) 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;
(284) 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 five
hundred forty-eight thousand dollars ($28,548,000)
principal amount have hereto-
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fore 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;
(285) 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;
(286) 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;
(287) 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;
(288) 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;
(289) 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;
(290) 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;
(291) 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;
(292) 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
(293) 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
eighty-three million six hundred fifty-four thousand
dollars ($4,083,654,000) principal amount are outstanding
at the date hereof; and
REASON FOR WHEREAS, The Economic Development Corporation of the
CREATION OF County of St. Clair, State of Michigan has agreed to issue
NEW SERIES. and sell $35,000,000 principal amount of its Pollution
Control Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992DD so as to provide
funds for the refunding of certain pollution control revenue
bonds previously issued to finance pollution control
projects of the Company; and
WHEREAS, the Company has entered into Loan Agreement,
dated as of July 15, 1992 with The Economic Development
Corporation of the County of St Clair, State of Michigan in
order to refund certain pollution control revenue bonds, and
pursuant to such Loan Agreement the Company has agreed to
issue its General and Refunding Mortgage Bonds under the
Indenture in order further to secure its obligations under
such Loan Agreement; and
WHEREAS, for such purposes the Company desires to issue a
new series of bonds to be issued under the Indenture and to
be authenticated and delivered pursuant to Section 8 of
Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
1992 SERIES CP. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 1992
Series CP"; and
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FURTHER WHEREAS, the Original Indenture, by its terms, includes
ASSURANCE. 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 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
INDENTURE. 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-SEVENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES CP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF Ninety-seventh series of bonds to be issued under and
1992 SERIES CP. 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, 1992 Series CP" (elsewhere herein referred to as the
"bonds of 1992 Series CP"). The aggregate principal
amount of bonds of 1992 Series CP shall be limited to
Thirty-five million dollars ($35,000,000), except as
provided in Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements of
bonds.
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Each bond of 1992 Series CP 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
"St. Clair EDC Trust Indenture Trustee"), under the Trust
Indenture, dated as of July 15, 1992 (hereinafter called
the "St. Clair EDC Trust Indenture"), between The Economic
Development Corporation of the County of St. Clair, State
of Michigan (hereinafter called "St. Clair EDC"), and the
St. Clair EDC Trust Indenture Trustee, to secure payment of
The Economic Development Corporation of the County of St.
Clair, State of Michigan, Pollution Control Refunding
Revenue Bonds (The Detroit Edison Company Project),
Collateralized Series 1992DD (hereinafter called the "St.
Clair EDC Revenue Bonds"), issued by the St. Clair EDC
under the St. Clair EDC Trust Indenture, the proceeds of
which have been provided for the refunding of certain
pollution control revenue bonds which the Company has
agreed to refund pursuant to the provisions of the Loan
Agreement, dated as of July 15, 1992 (hereinafter called
the "St. Clair EDC Agreement"), between the Company and the
St. Clair EDC.
The bonds of 1992 Series CP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1992 Series CP shall be issued in the
aggregate principal amount of $35,000,000, shall mature on
August 1, 2024 and shall bear interest, payable
semi-annually on February 1 and August 1 of each year
(commencing February 1, 1993), at the rate of 6.05%, 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 1992 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 1992 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.
Except as provided herein, each bond of 1992 Series CP
shall be dated the date of its authentication and
interest shall be payable on the principal represented
thereby from the February 1 or August 1 next preceding the
date thereof to which interest has been paid on bonds of
1992 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 February 1, 1993, in
which case interest shall be payable from July 15, 1992.
The bonds of 1992 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 1992 Series CP). Until bonds of 1992 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 1992
Series CP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1992 Series
CP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1992 Series CP, 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 1992 Series CP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the St. Clair EDC 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 St. Clair EDC 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 1992 Series CP shall in the same manner
be exchangeable for a like aggregate principal amount of
bonds of 1992 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 1992 Series CP, during any period of
ten days next preceding any redemption date for such bonds.
Bonds of 1992 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 St. Clair
EDC Agreement.
Upon payment of the principal or premium, if any, or
interest on the St. Clair EDC 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 St. Clair
EDC Trust Indenture, bonds of 1992 Series CP in a principal
amount equal to the principal amount of such St. Clair EDC
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 1992 Series CP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal
1992 SERIES CP. amounts which correspond to the redemption dates for, and
the principal amounts to be redeemed of, the St. Clair EDC
Revenue Bonds. In the event the Company elects to
redeem any St. Clair EDC Revenue Bonds prior to maturity in
accordance with the provisions of the St. Clair EDC Trust
Indenture, the Company shall on the same date redeem bonds
of 1992 Series CP in principal amounts and at redemption
prices corresponding to the St. Clair EDC Revenue Bonds so
redeemed. The Company agrees to give the Trustee notice of
any such redemption of bonds of 1992 Series CP on the same
date as it gives notice of redemption of St. Clair EDC
Revenue Bonds to the St. Clair EDC Trust Indenture Trustee.
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REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF 1992 St. Clair EDC Trust Indenture and the acceleration of all
SERIES CP IN EVENT St. Clair EDC Revenue Bonds, the bonds of 1992 Series CP
OF ACCELERATION shall be redeemable in whole upon receipt by the Trustee
OF ST. CLAIR EDC of a written demand (hereinafter called a "Redemption
REVENUE BONDS. Demand") from the St. Clair EDC Trust Indenture Trustee
stating that there has occurred under the St. Clair EDC
Trust Indenture both an Event of Default and a
declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the St. Clair EDC
Revenue Bonds, specifying the last date to which interest
on the St. Clair EDC 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 St. Clair EDC
Trust Indenture Trustee not more than ten nor less than
five days prior to the Demand Redemption Date.
Each bond of 1992 Series CP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the St. Clair EDC 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 St. Clair EDC Revenue
Bonds; provided, however, that in the event of a receipt by
the Trustee of a notice that, pursuant to Section 604 of
the St. Clair EDC Trust Indenture, the St. Clair EDC Trust
Indenture Trustee has terminated proceedings to enforce any
right under the St. Clair EDC Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the St.
Clair EDC 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 St. Clair EDC Trust
Indenture Trustee by its President or one of its Vice
Presidents.
11
9
CONSENT. SECTION 4. The holders of the bonds of 1992
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 1992 Series CP and the
OF 1992 SERIES CP. 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
1992 SERIES CP, 6.05% DUE AUGUST 1, 2024
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of July 15, 1992 between The
Economic Development Corporation of the County of St. Clair,
State of 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 July 15, 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 February 1 and August 1 of each year
(commencing February 1, 1993), until the Company's
obligation with respect to payment of said principal shall
have been discharged, all as provided, to the extent and in
the manner specified in the Indenture hereinafter mentioned
on the reverse hereof and in the supplemental indenture
pursuant to which this bond has been issued.
Under a Trust Indenture, dated as of July 15, 1992
(hereinafter called the "St. Clair EDC Trust Indenture"),
between The Economic Development Corporation of the County
of St. Clair, State of Michigan (hereinafter called "St.
Clair EDC"), and Manufacturers Bank, N.A., as trustee
(hereinafter called the "St. Clair EDC Trust Indenture
Trustee"), the St. Clair EDC has issued its Pollution
Control Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992DD (hereinafter called
the "St. Clair EDC Revenue Bonds"). This bond was originally
issued to the St. Clair EDC and simultaneously irrevocably
assigned to the St. Clair EDC Trust Indenture Trustee so as
to secure the payment of the St. Clair EDC Revenue Bonds.
Payments of principal of, or premium, if any, or interest
on, the St. Clair EDC Revenue Bonds shall constitute like
payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been
issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Chairman of the Board
and its Executive Vice President and Chief Financial
Officer, with their manual or facsimile signatures, and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and the same to be attested by its
Secretary or an Assistant Secretary with his or her manual
or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1992 Series CP, limited to
an aggregate principal amount of $35,000,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other bonds of said series are issued and
to be issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization, improvement or
analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI of
said Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to Bankers Trust Company,
a corporation of the State of New York, as Trustee, to which
Indenture and all indentures supplemental thereto (including
the Supplemental Indenture dated as of July 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 July 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 1992 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 I
of the Supplemental Indenture dated as of July 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 St. Clair EDC Trust Indenture Trustee
following the occurrence of an Event of Default under the
St. Clair EDC Trust Indenture and the acceleration of the
principal of the St. Clair EDC 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 1992 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 St. Clair EDC 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 St. Clair EDC Trust Indenture, bonds
of 1992 Series CP in a principal amount equal to the
principal amount of such St. Clair EDC 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 St. Clair EDC 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 St. Clair EDC Trust Indenture. Any
such transfer shall be made by the registered holder
hereof, in person or by his attorney duly authorized
in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The City
and State of New York, upon surrender and cancellation
of this bond, and thereupon, a new registered bond of
the same series of authorized denominations for a like
aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with
others in like form may in like manner be exchanged
for one or more new bonds of the same series of other
authorized denominations, but of the same aggregate
principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon
payment, in any event, of the charges prescribed in
the Indenture.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any
claim based hereon or otherwise in respect hereof or
of the Indenture, or of any indenture supplemental
thereto, against any incorporator, or against any
past, present or future stockholder, director or
officer, as such, of the Company, or of any
predecessor or successor corporation, either directly
or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on
stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise howsoever; all such
liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly
waived and released by every holder or owner hereof,
as more fully provided in the Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series
TRUSTEE'S designated therein, described in the within-mentioned
CERTIFICATE. 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 thereto
SUPPLEMENTAL heretofore entered into have been recorded as a real
INDENTURES. 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
April 15, 1992.................... Series KKP No. 13 July 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
18
Further, pursuant to the terms and provisions
of the Original Indenture, a Supplemental Indenture
dated as of April 15, 1992 providing for the terms of
bonds to be issued thereunder of Series KKP No. 13 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 May 14, 1992 (Filing No. 20196B), has
been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No.
5485-YYY) on May 14, 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........................ May 14, 1992 2748 257-280
Huron.......................... May 14, 1992 577 232-255
Ingham......................... May 14, 1992 1960 868-891
Lapeer......................... May 14, 1992 755 201-224
Lenawee........................ May 14, 1992 1202 364-387
Livingston..................... May 14, 1992 1571 0457-0480
Macomb......................... May 14, 1992 05442 887-910
Mason.......................... May 14, 1992 416 660-683
Monroe......................... May 14, 1992 1226 0772-0795
Oakland........................ May 18, 1992 12617 244-267
Sanilac........................ May 14, 1992 428 481-504
St. Clair...................... May 14, 1992 1039 332-355
Tuscola........................ May 14, 1992 625 1018-1041
Washtenaw...................... May 18, 1992 2626 738-761
Wayne.......................... May 14, 1992 25765 601-624
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. 1-17, TTP Nos. 1-15,
UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP
Nos. 1-11, 1981 Series AP Nos. 1-12, 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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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/ A. W. ANNING
A. W. Anning
Assistant 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/ 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
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 24th day of July, 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 A. W. Anning, 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 A. W. Anning, 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
ACKNOWLEDGMENT
OF EXECUTION
BY TRUSTEE. STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
On this 24th day of July, 1992, before me, the
subscriber, a Notary Public within and for the County
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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AFFIDAVIT AS TO A. W. Anning, being duly sworn, says: that he
CONSIDERATION is the Assistant Treasurer of THE DETROIT EDISON
AND GOOD FAITH. COMPANY, the 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/ A. W. ANNING
A. W. Anning
Sworn to before me this 24th day of
July, 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