1
EXHIBIT 4-192
EXECUTED IN ____COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. ____.
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANKERS TRUST COMPANY
(Four Albany Street,
New York, New York 10015)
AS TRUSTEE
------------------------
INDENTURE
Dated as of March 15, 1993
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1993 SERIES D, DUE APRIL 1, 1999,
AND
(B) RECORDING AND FILING DATA
2
i
TABLE OF CONTENTS*
------------------------
PAGE
----
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 1993 Series D................................. 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF THREE HUNDRED FIFTH
SERIES OF BONDS
1993 SERIES D
Sec. 1. Terms of Bonds of 1993 Series D..................... 5
Sec. 2. Optional Redemption of Bonds of 1993 Series D....... 6
Direct Payments..................................... 8
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1993 Series D...................... 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............. 15
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 Section 318(c) of Trust Indenture Act....... 20
Execution in Counterparts................................... 20
Testimonium................................................. 21
Execution................................................... 21
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 23
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
March, in the year one thousand nine hundred and
ninety-three, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the
State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS
TRUST COMPANY, a corporation organized and existing under
the laws of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November
30, 1992, December 15, 1992, January 1, 1993 and March 1,
1993 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 seven
ISSUED. hundred sixty-six million five hundred ninety-seven thousand
dollars ($6,766,597,000) 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,
4
2
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series 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,
(230-243) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000,
(244) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(245) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(246) Bonds of Series PP -- Principal Amount $70,000,000,
(247) Bonds of Series RR -- Principal Amount $70,000,000,
(248) Bonds of Series EE -- Principal Amount $50,000,000,
(249-250) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(251) Bonds of Series T -- Principal Amount $75,000,000,
(252) Bonds of Series U -- Principal Amount $75,000,000,
(253) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(254) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(255) Bonds of 1987 Series E -- Principal Amount $150,000,000,
all of which have either been retired and
cancelled, or no longer represent obligations of the
Company, having been called for redemption and funds
necessary to effect the payment, redemption and
retirement thereof having been deposited with the
Trustee as a special trust fund to be applied for such
purpose;
(256) 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;
(257) 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;
(258) 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;
(259) 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;
(260) Bonds of Series Y in the principal amount
of Sixty million dollars ($60,000,000), all of which
are outstanding at the date hereof;
(261) 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;
5
3
(262-267) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred
ninety thousand dollars ($193,290,000), all of which are
outstanding at the date hereof;
(268-269) 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;
(270) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which
One hundred thirty million dollars ($130,000,000)
principal amount have heretofore been retired and
Twenty million dollars ($20,000,000) principal amount
are outstanding at the date hereof;
(271) 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;
(272-273) Bonds of 1981 Series AP Nos. 15-16 in the
principal amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the date
hereof;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) 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;
(279) 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;
(280) 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;
(281) 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;
(282) 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;
(283) 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;
(284) 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;
(285) 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;
(286) 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
6
4
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;
(287) 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;
(288) 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;
(289) 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;
(290) 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;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
(295) Bonds of 1992 Series D in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which
are outstanding at the date hereof;
(299) Bonds of 1993 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;
(300) Bonds of 1993 Series B in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
and, accordingly, of the bonds so issued, Four billion one
hundred twenty-three million six hundred fifty-four thousand
dollars ($4,123,654,000) principal amount are outstanding at
the date hereof; and
7
5
REASON FOR WHEREAS, the Company desires to replace corporate funds
CREATION OF utilized for certain refundings and for this purpose desires
NEW SERIES. to issue and sell 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 Indenture
1993 SERIES D. to create such new series of bonds, to be designated
"General and Refunding Mortgage Bonds, 1993 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:
PART I.
CREATION OF THREE HUNDRED FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1993 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundred
OF 1993 SERIES D. fifth series of 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 "General and Refunding Mortgage Bonds, 1993 Series D"
(elsewhere herein referred to as the "bonds of 1993 Series
D"). The aggregate principal amount of bonds of 1993 Series
D shall be limited to One hundred million dollars
($100,000,000), 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 1993 Series D shall mature on April 1, 1999
and shall be issued as registered bonds without coupons in
minimum denominations of $150,000 and integral multiples of
$1,000 in excess thereof, and shall bear interest, payable
semi-annually on April 1 and October 1 of each year
(commencing on October 1, 1993), at the rate of 6.45%
(computed on the basis of a 360-day year having twelve
30-day months) until the principal shall have become due and
payable, and thereafter until
8
6
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 1993 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 1993 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 1993 Series D shall be dated the date of
its authentication and interest shall be payable on the
principal represented thereby from the April 1 or October 1
next preceding the date thereof to which interest has been
paid on bonds of 1993 Series D, 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 October 1, 1993, in which case interest shall be payable
from the date of authentication of the bond of 1993 Series D
originally evidencing the debt represented thereby.
The bonds of 1993 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 1993 Series D). Until bonds of 1993 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 1993
Series D in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
D, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series D, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
Interest on any bond of 1993 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 the fifteenth
day of March or September as the case may be (whether or not
a business day) next preceding such interest payment date. 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 1993 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 1993 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 1993 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 1993
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.
OPTIONAL SECTION 2. The bonds of 1993 Series D shall be redeemable,
REDEMPTION OF in whole or in part, prior to stated maturity, at the
BONDS OF 1993 election of the Company on any date prior to maturity, at a
SERIES D. redemption price equal to the principal amount to be redeemed
plus accrued interest, if any, to the date of redemption
plus the Make-Whole Amount.
9
7
"Make-Whole Amount" means, in connection with any optional
redemption of the bonds of 1993 Series D, the amount (but
not less than zero) equal to the excess, if any, of
A. the sum of the Present Values (as hereinafter defined)
of (1) the principal amount being prepaid (assuming the
principal being redeemed is payable upon maturity) and (2)
the amount of interest which would have been payable on
each interest payment date on the amount of such principal
being prepaid (assuming the principal balance payable upon
maturity and interest payments are paid when due), over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall
be determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of
such prepayment at a discount rate equal to the applicable
Treasury Yield, and the "Treasury Yield" for such purpose
shall be determined as of 10:00 A.M. New York City time on
the fifth business day prior to the date of such prepayment
by reference to the yields of those actively traded "On the
Run" United States Treasury securities having a maturity
equal to the then-remaining maturity of the bonds of 1993
Series D being prepaid, provided that if such maturity is not
equal to the maturity of an actively traded "On The Run"
United States Treasury security, such yield shall be obtained
by linear interpolation (calculated to the nearest
one-twelfth of a year) imputed from the yields of those
actively traded "On The Run" United States Treasury
securities having maturities closest, before and after, to
such remaining maturity as reported by the Telerate Access
Service page 8003, or the equivalent pages provided by
Telerate Systems Incorporated (or if such data for any reason
ceases to be available through such Telerate Access Service,
any publicly available source of similar market data). For
purposes hereof, "On The Run" United States Treasury
securities refers to those United States Treasury securities
of the appropriate maturity which are most recently auctioned
prior to the fifth business day preceding the date of
prepayment. The Make-Whole Amount shall be determined by the
Company. The Company shall promptly furnish the holders of
the bonds of 1993 Series D with its calculation of the
Make-Whole Amount. A holder of the bonds of 1993 Series D
shall promptly advise the Trustee if it disputes the
Company's calculation of the Make-Whole Amount; and in such
event, the Trustee shall conclusively determine the
appropriate Make-Whole Amount in accordance with the terms
hereof.
The bonds of 1993 Series D shall be redeemable as
aforesaid, 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 1993 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 1993 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 1993 Series D
so called for redemption from and after the date fixed for
redemption if payment sufficient to redeem the bonds of 1993
Series D designated for redemption has been duly provided
for.
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 are available for payment to the holders of the
bonds of 1993 Series D so to be redeemed) sufficient to
redeem bonds of 1993 Series D in whole, on the date fixed for
redemption, then all obligations of the Company in respect of
such bonds so to be redeemed and interest due or to become
due thereon shall cease and be discharged and the holders of
such bonds of 1993 Series D shall thereafter be restricted
10
8
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or in
respect of such bonds and interest.
The bonds of 1993 Series D shall not be entitled to or
subject to any sinking fund.
DIRECT The Company may, subject to any provision of the Indenture
PAYMENTS. which requires presentment of a bond upon the payment of the
principal amount thereof in whole enter into a written
agreement with any person who is or is to become the original
holder, or an institutional investor holding at least
$500,000 aggregate principal amount, of any of the bonds of
1993 Series D providing for the making of all payments on
account of such bonds of 1993 Series D prior to final maturity
directly to or for the account of such holder in the manner
specified in or pursuant to such agreement, if there shall
be filed with the Trustee an original or conformed copy of
such agreement.
EXCHANGE AND At the option of the registered holder, any bonds of 1993
TRANSFER. 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 1993 Series D of other authorized denominations,
upon the terms and conditions specified herein and in Section
7 of Article II of the Indenture. Bonds of 1993 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 1993 Series D during any period of
ten (10) days next preceding any interest payment date for
such bonds.
The Trustee agrees that an indemnity agreement in favor
of the Company and the Trustee of any original holder of a
bond of 1993 Series D, or of any institutional investor
holding at least $500,000 unpaid principal amount of
outstanding bonds of 1993 Series D, shall constitute
sufficient indemnity (and security shall not be required) for
the purposes of Section 13 of Article II of the Indenture in
any case of destruction, loss, theft or mutilation of any such
bonds of 1993 Series D.
Bonds of 1993 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.
Notwithstanding the foregoing provisions in this Section
2, the Company shall not be required to make any transfers or
exchanges of bonds of 1993 Series D for a period of fifteen
(15) days next preceding any mailing of notice of redemption,
and the Company shall not be required to make transfers or
exchanges of the principal amount (or any portion thereof) of
any bonds of 1993 Series D so called or designated for
redemption.
CONSENT. SECTION 3. The holders of the bonds of 1993 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.
11
9
FORM OF SECTION 4. The bonds of 1993 Series D and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES D. substantially in the following forms, respectively:
[FORM OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1993 Series D, 6.45% due April 1, 1999
$ ________ No. ________
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.
THE DETROIT EDISON COMPANY (herein called the "Company"
or the "issuer"), 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 of in lawful money of the United States of
America on the first day of April, 1999, and to pay interest
thereon at the rate specified in the title hereof, at such
office or agency, in like lawful money, from the date hereof,
and after the first interest payment on bonds of this Series
has been made or otherwise provided for, from the most recent
date to which such interest has been paid, semi-annually on
the first day of April and October in each year (commencing on
October 1, 1993), to the person in whose name this bond is
registered at the close of business on the fifteenth day of
the preceding March or September (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.
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.
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 said bonds known as General
and Refunding Mortgage Bonds, 1993 Series D (elsewhere herein
referred to as the "bonds of 1993 Series D"), limited to an
aggregate principal amount of $100,000,000, 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,
12
10
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
March 15, 1993) 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 March 15, 1993, 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 1993 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 1993 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 Indenture dated as of March 15, 1993, 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 prior to stated maturity, in whole or
in part, at the election of the Company on any date prior to
maturity, at a redemption price equal to the principal amount
to be redeemed plus accrued interest, if any, to the date of
redemption plus the Make-Whole Amount.
13
11
"Make-Whole Amount" means, in connection with any optional redemption of the bonds of 1993
Series D, the amount (but not less than zero) equal to the excess, if any, of
A. the sum of the Present Values (as hereinafter defined) of (1) the principal amount being
prepaid (assuming the principal being redeemed is payable upon maturity) and (2) the amount of
interest which would have been payable on each interest payment date on the amount of such
principal being prepaid (assuming the principal balance payable upon maturity and interest
payments are paid when due), over
B. the principal amount being prepaid.
For purposes of this definition, "Present Value" shall be determined in accordance with
generally accepted financial practice by discounting on a semiannual basis to the date of such
prepayment at a discount rate equal to the applicable Treasury Yield and the "Treasury Yield"
for such purpose shall be determined as of 10:00 A.M. New York City time on the fifth business
day prior to the date of such prepayment by reference to the yields of those actively traded "On
The Run" United States Treasury securities having a maturity equal to the then-remaining
maturity of the bonds of 1993 Series D being prepaid, provided that if such maturity is not
equal to the maturity of an actively traded "On The Run" United States Treasury security, such
yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) imputed from the yields of those actively traded "On The Run" United States Treasury
securities having maturities closest, before and after, to such remaining maturity as reported
by the Telerate Access Service page 8003, or the equivalent pages provided by Telerate Systems
Incorporated (or if such data for any reason ceases to be available through such Telerate Access
Service, any publicly available source of similar market data). For purposes hereof, "On The
Run" United States Treasury securities refers to those United States Treasury securities of the
appropriate maturity which are most recently auctioned prior to the fifth business day preceding
the date of prepayment. The Make-Whole Amount shall be determined by the Company. The Company
shall promptly furnish the holder of this bond of 1993 Series D with its calculation of the
Make-Whole Amount. The holder of this bond of 1993 Series D shall promptly advise the Trustee if
it disputes the Company's calculation of the Make-Whole Amount, and in such event, the Trustee
shall conclusively determine the appropriate Make-Whole Amount in accordance with the terms
hereof.
This bond is redeemable as aforesaid, 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 1993 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 1993 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 1993 Series D so called for
redemption from and after the date fixed for redemption if payment sufficient to redeem the
bonds of 1993 Series D designated for redemption has been duly provided for.
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 1993 Series D so to be redeemed) sufficient to redeem
bonds of 1993 Series D in whole, on the date fixed for redemption, then all obligations of the
Company in respect of such bonds so to be redeemed and interest due or to become due thereon
shall cease and be discharged and the holders of such bonds of 1993 Series D 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 and interest.
14
12
Under the Indenture, funds may be deposited with the Trustee (which are available for payment),
in advance of the redemption date of any of the bonds of 1993 Series D, in trust for the
redemption of such bonds and the interest due or to become due thereon to the redemption date,
and thereupon all obligations of the Company in respect of such bonds 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 and interest.
The bonds of 1993 Series D, including this bond, shall not be entitled or subject to a sinking
fund.
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.
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.
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 Vice President and Treasurer, 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 Corporate Secretary or an Assistant
Corporate Secretary by manual or facsimile signature.
15
13
DATED: THE DETROIT EDISON COMPANY
By
Chairman of the Board
[SEAL] Vice President and Treasurer
Attest:
-----------------------------------------------
Corporate Secretary
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
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.
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.
17
15
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and 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
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
18
16
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
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, 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
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
20
18
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
November 30, 1992................. 1992 Series E and March 15, 1993
1993 Series B
December 15, 1992................. Series KKP No. 14 and 1989 March 15, 1992
Series BP No. 2
------------------------------------------
(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.
Pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of November 30,
1992 providing for the terms of bonds to be issued thereunder
of 1992 Series E and 1993 Series B 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 December 21, 1992 (Filing No. 26422B), has been
filed and recorded in the Office of the Interstate Commerce
Commission (Recordation No. 5485-CCCC) on December 21, 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
------ -------- --------- ----
Genessee....................... December 21, 1992 2827 550-583
Huron.......................... December 21, 1992 591 73-106
Ingham......................... December 21, 1992 2023 196-229
Lapeer......................... December 21, 1992 784 283-316
Lenawee........................ December 21, 1992 1233 430-463
Livingston..................... December 21, 1992 1645 0605-0638
Macomb......................... December 21, 1992 5691 814-847
Mason.......................... December 21, 1992 423 708-741
Monroe......................... December 21, 1992 1271 0274-0307
Oakland........................ December 21, 1992 13200 139-172
Sanilac........................ December 21, 1992 436 667-700
St. Clair...................... December 21, 1992 1078 431-464
Tuscola........................ December 21, 1992 634 1350-1383
Washtenaw...................... December 21, 1992 2727 001-034
Wayne.......................... December 21, 1992 26243 174-207
Pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of December 15,
1992 providing for the terms of bonds to be issued thereunder
of Series KKP No. 14 and 1989 Series BP No. 2 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 December 21, 1992 (Filing No.
26423B), has been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No. 5485-BBBB) on
December 21, 1992, and has been
21
19
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
------ -------- --------- ----
Genessee....................... December 21, 1992 2827 584-613
Huron.......................... December 21, 1992 591 107-136
Ingham......................... December 21, 1992 2023 230-259
Lapeer......................... December 21, 1992 784 317-346
Lenawee........................ December 21, 1992 1233 464-493
Livingston..................... December 21, 1992 1645 0639-0668
Macomb......................... December 21, 1992 5691 848-877
Mason.......................... December 21, 1992 423 742-771
Monroe......................... December 21, 1992 1271 0308-0337
Oakland........................ December 21, 1992 13200 173-202
Sanilac........................ December 21, 1992 436 701-730
St. Clair...................... December 21, 1992 1078 465-494
Tuscola........................ December 21, 1992 634 1384-1413
Washtenaw...................... December 21, 1992 2727 035-064
Wayne.......................... December 21, 1992 26243 208-237
22
20
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, T, U,
FOR PAYMENT. W, 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. 1-14, 1985 Series
A, 1985 Series B, PP, RR, EE, MMP, MMP No. 2, 1986 Series B,
1987 Series D, and 1987 Series E 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, June
1, 1959, December 1, 1969, July 1, 1970, 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, September 1, 1979, August 15, 1986 and
August 15, 1987 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.
23
21
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 _________________
C. C. Arvani
Assistant Treasurer
EXECUTION. Attest:
______________________
Susan M. Beale
Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
_____________________
Jane E. Lenart
________________________
Janet A. Scullen
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of March, 1993, 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 C. C. Arvani, to me
personally known, who, being by me duly sworn, did say that
he does business at 2000 Second Avenue, Detroit, Michigan
48226 and is the Assistant Treasurer of THE DETROIT EDISON
COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the
corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like
authority; and said C. C. Arvani, acknowledged said
instrument to be the free act and deed of said corporation.
______________________
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
24
22
BANKERS TRUST COMPANY,
(Corporate Seal) By __________________
R. T. Gorman
Vice President
Attest:
______________________
Shikha Dombek
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
__________________
John Florio
___________________________
John Perra
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 19th day of March, 1993, before me, the subscriber,
OF EXECUTION a 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
25
23
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO C. C. Arvani, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
_________________
C. C. Arvani
Sworn to before me this day of
March, 1993
______________________
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