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EXHIBIT 4-190
EXECUTED IN ________ COUNTERPARTS OF WHICH
THIS IS COUNTERPART NUMBER ____ .
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 31, 1992
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) SECURED MEDIUM-TERM NOTES, 1992 SERIES D
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 1992 Series D................................. 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-EIGHTH
SERIES OF BONDS
1992 SERIES D
Sec. 1. Terms of Bonds of 1992 Series D..................... 6
Sec. 2. Redemption of Bonds of 1992 Series D................ 7
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1992 Series D...................... 9
Form of Trustee's Certificate....................... 15
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 17
Recording and filing of Supplemental Indentures............. 17
Recording of Certificates of Provision for Payment.......... 21
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 21
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 21
Execution in Counterparts................................... 21
Testimonium................................................. 22
Execution................................................... 22
Acknowledgements............................................ 23
Affidavit as to consideration and good faith................ 24
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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 thirty-first 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, April 15, 1992 and July 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,
(161-177) 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
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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 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;
(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
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REASON FOR WHEREAS, the Company desires to provide funds to refund or
CREATION OF replace funds utilized by the Company for the purpose of
NEW SERIES. meeting debt and Preferred and Preference Stock refundings
(including optional redemptions) and for this purpose
desires to issue and sell a new series of bonds to be issued
under the Indenture in the aggregate principal amount of
Three hundred million dollars ($300,000,000) to be
authenticated and delivered pursuant to Section 8 of Article
III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture
1992 SERIES D. to create such new series of bonds, to be designated
"Secured Medium-Term Notes, 1992 Series D"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
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 FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL Edison Company, in consideration of the premises and of the
INDENTURE. 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:
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PART I.
CREATION OF TWO HUNDRED NINETY-EIGHTH
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
1992 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Two
OF 1992 SERIES D. hundred ninety-eighth series of General and
Refunding Mortgage Bonds to be issued 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 "Secured
Medium-Term Notes, 1992 Series D" (elsewhere herein
referred to as the "bonds of 1992 Series D"). The
aggregate principal amount of bonds of 1992 Series D,
which shall be issued from time to time, shall be
limited to Three hundred million dollars
($300,000,000), except as provided in Sections 7 and
13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds. The
bonds of 1992 Series D shall be issued as registered
bonds without coupons in denominations of $1,000 and
any multiple thereof. Each bond of 1992 Series D shall
mature on such date not less than two years from date
of issue, shall bear interest at such rate or rates
and have such other terms and provisions not
inconsistent with the Indenture as may be set forth in
a Certificate filed by the Company with the Trustee
referring to this Supplemental Indenture; interest on
bonds of 1992 Series D shall be payable semi-annually
on interest payment dates specified by the Company and
at maturity; and thereafter until the Company's
obligation with respect to the payment of said
principal shall have been discharged as provided in
the Indenture. Except as otherwise specifically
provided in this Supplemental Indenture, the principal
of and interest on the bonds of 1992 Series D shall be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The 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. The
interest on bonds of 1992 Series D, whether in
temporary or definitive form, shall be payable without
presentation of such bonds and (subject to the
provisions of this Section 1) only to or upon the
written order of the registered holders thereof. Each
bond of 1992 Series D shall be dated the date of its
authentication. The bonds of 1992 Series D 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 denomination of
bonds of 1992 Series D). Until bonds of 1992 Series D
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 D in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1992 Series D, if any, may be
printed and may be issued in authorized denominations
in substantially the form of definitive bonds of 1992
Series D.
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Interest on any bond of 1992 Series D which is
payable on any interest payment date and is
punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous
bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be
specified by the Company. If the Issue Date of the
bonds of 1992 Series D of a designated interest rate
and maturity is after the record date, such bonds
shall bear interest from the Issue Date but payment
of interest shall commence on the second interest
payment date succeeding the Issue Date. "Issue Date"
with respect to bonds of 1992 Series D of a
designated interest rate and maturity shall mean the
date of first authentication of bonds of such
designated interest rate and maturity. If the Company
shall default in the payment of the interest due on
any interest payment date on the principal
represented by any bond of 1992 Series D, such
defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any
bond or bonds of 1992 Series D issued upon transfer
or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the
Company, to the person in whose name that bond (or
any bond or bonds of 1992 Series D issued upon
transfer or exchange thereof) is registered on a
subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of
bonds of 1992 Series D not less than ten (10) days
preceding such subsequent record date, which
subsequent record date shall be at least five (5)
days prior to the payment date of such defaulted
interest.
REDEMPTION OF SECTION 2. The bonds of 1992 Series D may be
BONDS OF 1992 redeemable prior to stated maturity in the manner set
SERIES D. forth in a Certificate filed by the Company with the
Trustee.
The bonds of 1992 Series D may be redeemable as
aforesaid and except as otherwise provided herein, and
as specified in Article IV of the Indenture upon
giving notice of such redemption by first class mail,
postage prepaid, by or on behalf of the Company at
least thirty (30) days, but not more than ninety (90)
days, prior to the date fixed for redemption to the
registered holders of bonds of 1992 Series D so called
for redemption at their last respective addresses
appearing on the register thereof, but failure to mail
such notice to the registered holders of any bonds of
1992 Series D designated for redemption shall not
affect the validity of any such redemption of any
other bonds of such series. Interest shall cease to
accrue on any bonds of 1992 Series D (or any portion
thereof) so called for redemption from and after the
date fixed for redemption if payment sufficient to
redeem the bonds of 1992 Series D (or such portion)
designated for redemption has been duly provided for.
Bonds of 1992 Series D redeemed in part only shall be
in amounts of $1,000 or any multiple thereof.
If the giving of the notice of redemption shall
have been completed, or if provision satisfactory to
the Trustee for the giving of such notice shall have
been made, and if the Company shall have deposited
with the Trustee in trust funds (which shall have
become available for payment to the holders of the
bonds of 1992 Series D so to be redeemed) sufficient
to redeem bonds of 1992 Series D in whole or in part,
on the date fixed for redemption, then all obligations
of the Company in respect of such bonds (or portions
thereof) so to be redeemed and interest due or to
become due thereon shall cease and be discharged and
the holders of such bonds of 1992 Series D (or
portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or
in respect of such bonds (or portions thereof) and
interest.
The bonds of 1992 Series D may be entitled to or
subject to any sinking fund specified in a Certificate
filed by the Company with the Trustee.
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EXCHANGE AND At the option of the registered holder, any
TRANSFER. bonds of 1992 Series D, upon surrender thereof for
cancellation at the office or agency of the Company in
the Borough of Manhattan, The City of New York, The
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,
shall be exchangeable for a like aggregate principal
amount of bonds of 1992 Series D subject to the same
terms and conditions of other authorized
denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the
Indenture. Bonds of 1992 Series D shall be
transferable at the office or agency of the Company
in the Borough of Manhattan, The City of New York, The
State of New York. 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 D
during any period of ten (10) days next preceding any
interest payment date for such bonds.
Bonds of 1992 Series D, 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 with the rules or
regulations of any stock exchange or to conform to
usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1992
Series D, 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 3, or in
writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any
combination thereof.
The holders of bonds of the 1992 Series D
consent that the Company may, but shall not be
obligated to, fix a record date for the purpose of
determining the holders of bonds of 1992 Series D
entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly
designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given,
whether or not such persons continue to be holders
after such record date. No such consent shall be valid
or effective for more than 90 days after such record
date.
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Form of SECTION 4. The bonds of 1992 Series D and the form of
Bonds of Trustee's Certificate to be endorsed on such bonds
1992 SERIES D. shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
1992 Series D
Unless and until this Bond is exchanged in
whole or in part for certified Bonds registered in
the names of the various beneficial holders hereof as
then certified to the Trustee by The Depository Trust
Company or its successor (the "Depositary"), this
Bond may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the
Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the issuer or its
agent for registration of transfer, exchange or
payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other
name as requested by an authorized representative of
the Depositary and any amount payable thereunder is
made payable to Cede & Co. or such other name, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest
herein.
This Bond may be exchanged for certificated
Bonds registered in the names of the various
beneficial owners hereof only if (a) the Depositary
is at any time unwilling or unable to continue as
depositary and a successor depositary is not
appointed by the issuer within 90 days, or (b) the
issuer, the Trustee and the Depositary consent to
such exchange.
If applicable, the "Amount of OID", the
"Original Issue Date", the "Yield to Maturity", and
the "Short Accrual Period OID" (computed under the
Approximate Method) will be set forth below. The
calculation of the amount of OID upon (a) optional
redemption or (b) declaration of acceleration is
discussed herein.
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R- $ CUSIP No. ________
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY OF
ISSUE DATE: DATE: MODIFIED PAYMENT UPON
ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION
PERCENTAGE: If yes, state Issue
INTEREST RATE: Price:
AMOUNT OF OID PER $1,000
INTEREST PAYMENT DATES: OF PRINCIPAL: APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE
INTEREST PAYMENT PERIOD: INCREASE:
RECORD DATES:
APPLICABILITY OF ANNUAL If yes, state each
REDEMPTION PERCENTAGE redemption date and
OPTIONAL REPAYMENT REDUCTION: redemption price:
DATE(S):
If yes, state Annual SHORT ACCRUAL PERIOD
Percentage Reduction: OID:
YIELD TO MATURITY:
SINKING FUND PROVISIONS:
AMORTIZATION SCHEDULE:
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THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to
or registered assigns, at its office or agency
in the Borough of Manhattan, The City and State of New
York, the principal sum specified above in lawful money
of the United States of America on the Maturity Date
specified above, and to pay interest thereon at the
rate specified above, at such office or agency, in like
lawful money, from the Issue Date specified above if
the date of this bond is prior to the first interest
payment date, otherwise from the most recent date to
which interest has been paid, semi-annually on the
Interest Payment Dates specified above in each year, to
the person in whose name this bond is registered at the
close of business on the applicable Record Date
specified above (subject to certain exceptions provided
in the Indenture hereinafter mentioned), 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 such
Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which
this bond has been issued. If the date of this bond (if
other than the Issue Date) is after a Record Date (as
specified above) with respect to any Interest Payment
Date and on or prior to such Interest Payment Date,
then interest shall be payable only from such Interest
Payment Date. If the Issue Date is after such Record
Date, then interest shall be payable from the Issue
Date and payment of interest shall commence on the
second Interest Payment Date succeeding the Issue Date.
If the Company shall default in the payment of interest
due on any Interest Payment Date, then interest shall
be payable from the next preceding Interest Payment
Date to which interest has been paid, or, if no
interest has been paid, from the Issue Date.
Reference is hereby made to the 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.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
has caused this instrument to be executed on its behalf
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 by manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By
----------------------------
Chairman of the Board
----------------------------
Executive Vice President and
Chief Financial Officer
Attest:
---------------------------------------------
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 Secured Medium-Term Notes, 1992 Series
D (elsewhere herein referred to as the "bonds of 1992 Series
D"), limited to an aggregate principal amount of $300,000,000,
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 31, 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 31, 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
principal 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 principal 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 holder of this bond of 1992 Series D hereby consents that
the Company may, but shall not be obligated to, fix a record
date for the purpose of determining the holders of bonds of
this series entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who were
holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.
The holders of the bonds of 1992 Series D, 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 3 of
Part I of the Supplemental
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Indenture dated as of July 31, 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 subject to the redemption provisions specified
above.
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 D (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.
This bond is entitled to or subject to the sinking fund
provisions specified above.
This bond will be subject to repayment at the option of the
holder hereof on the Optional Repayment Date(s), if any,
indicated on the face hereof. If no Optional Repayment Dates
are set forth on the face hereof, this bond shall not be so
repaid at the option of the holder hereof prior to maturity. On
any Optional Repayment Date, this bond shall be repayable in
whole or in part in increments of $1,000 (provided that any
remaining principal amount hereof shall not be less than the
minimum authorized denomination hereof) at the option of the
holder hereof at a repayment price equal to 100% of the
principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this bond to be repaid in
whole or in part at the option of the holder hereof, this bond
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its
corporate trust office at 4 Albany Street, New York, New York,
or such address which the Company shall from time to time
notify the holders of the bond, not more than 60 nor less than
30 days prior to an Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable. If
specified above that this bond is subject to (i) "Annual
Redemption Percentage Reduction" or (ii) "Annual Redemption
Percentage Increase", then this bond may be redeemed in whole
or in part at the option of the Company on or after the Initial
Redemption Date specified on the face hereof on the terms set
forth on the above, together with interest accrued and unpaid
hereon to the date of redemption (except as provided below). If
this bond is subject to "Annual Redemption Percentage
Reduction", the Initial Redemption Percentage indicated on the
face hereof will be reduced on each anniversary of the Initial
Redemption Date specified above by the Annual Percentage
Reduction specified on the face hereof until the redemption
price of this bond is 100% of the principal amount hereof. If
this bond is subject to "Annual Redemption Percentage
Increase", the amount of original issue discount allocable to
such short accrual period is the Amortized Amount. "Amortized
Amount" means the original issue discount amortized from the
Original Issue Date to the date of redemption or declaration,
as the case may be, which amortization shall be calculated
using the "constant yield method" (computed in accordance with
the rules under the Internal Revenue Code of 1986, as amended,
and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be).
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.
If specified above that this bond is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as discussed in the preceding
paragraph, the amount of principal due and payable with respect
to this bond shall be limited to the sum of the Issue Price
specified above plus the Amortized Amount, (ii) for the purpose
of any vote of securityholders taken pursuant to the Indenture
prior to the acceleration of payment of this bond, the
principal amount hereof shall equal the amount that would be
due and payable hereon, calculated as set forth in clause (i)
above, if this bond were declared to be due and payable on the
date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the
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Indenture following the acceleration of payment of this bond,
the principal amount hereof shall equal the amount of principal
due and payable with respect to this bond, calculated as set
forth in clause (i) above.
This bond is transferable 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 or bonds of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee or transferees in exchange herefor,
and this bond with others of like form may in like manner be
exchanged for one or more new registered 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.
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[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------------
(please insert social security or other identifying number of
assignee)
---------------------------------------------------------------
---------------------------------------------------------------
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does hereby
irrevocably constitute and appoint
---------------------------------------------------------------
---------------------------------------------------------------
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
-----------------------------------------------------------------
Notice: The signature to this assignment must correspond with
the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this bond (or portion hereof specified
below) pursuant to its terms at a price equal to the principal
amount hereof together with interest to the applicable Optional
Repayment Date, to the undersigned, at
---------------------------------------------------------------
---------------------------------------------------------------
(please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 4
Albany St., New York, New York, or at such other place or
places of which the Company shall from time to time notify the
holder of this bond, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face
of this bond, this bond with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this bond is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the holder elects to have repaid
and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination of this bond
and shall be an integral multiple of $1,000 of the bond to be
issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond
will be issued for the portion not being repaid).
$
------------------------------------------------------------
Date
--------------------------------------------------------
Notice: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of this bond
in every particular, without alteration or enlargement or any
change whatever.
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the 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
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
20
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 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
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20
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.
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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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22
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
-----------------------------------------------
A. W. Anning
Assistant Treasurer
EXECUTION. Attest:
------------------------------------------------
Ronald J. Gdowski
Assistant Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
------------------------------------------------
Jane E. Lenart
------------------------------------------------
Janet A. Scullen
(Corporate Seal)
BANKERS TRUST COMPANY,
By
-----------------------------------------------
R. T. Gorman
Vice President
Attest:
------------------------------------------------
Shikha Dombek
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
------------------------------------------------
Eric Hawner
------------------------------------------------
Jacqueline DaSilva
25
23
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of August, 1992, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Wayne, in the
BY COMPANY. State of Michigan, personally appeared 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.
---------------------------------------------------
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this day of July, 1992, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Queens, in the
BY TRUSTEE. 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)
---------------------------------------------------
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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24
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO A. W. Anning, 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.
------------------------------------------------
A. W. Anning
Sworn to before me this day of
August, 1992
------------------------------------------------
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