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EXHIBIT 4-205
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 August 15, 1999
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
FLOATING RATE 1999 SERIES D
DUE SEPTEMBER 17, 2001
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 Floating Rate 1999 Series D................... 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF THREE HUNDRED TWENTY-THIRD
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
FLOATING RATE 1999 SERIES D
Sec. 1. Certain terms of Bonds of Floating Rate 1999 Series
D......................................................... 6
Sec. 2. Redemption of Bonds of Floating Rate 1999 Series
D......................................................... 8
Sec. 3. Calculation Agent................................... 9
Sec. 4. Form of Bonds of Floating Rate 1999 Series D........ 11
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 15
Recording and filing of Supplemental Indentures............. 15
Recording of Certificates of Provision for Payment.......... 20
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 20
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 20
Execution in Counterparts................................... 20
Testimonium................................................. 21
Execution................................................... 21
Acknowledgement of execution by Company..................... 21
Acknowledgement of execution by Trustee..................... 22
Affidavit as to consideration and good faith................ 23
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
August, in the year one thousand nine hundred and ninety-nine,
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
INDENTURE AND
SUPPLEMENTALS. WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter referred to as the
"Original Indenture"), dated as of October 1, 1924, to the
Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935, September 1,
1936, November 1, 1936, February 1, 1940, December 1, 1940,
September 1, 1947, March 1, 1950, November 15, 1951, January
15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15,
1957, June 1, 1959, December 1, 1966, October 1, 1968, December
1, 1969, July 1, 1970, December 15, 1970, June 15, 1971,
November 15, 1971, January 15, 1973, May 1, 1974, October 1,
1974, January 15, 1975, November 1, 1975, December 15, 1975,
February 1, 1976, June 15, 1976, July 15, 1976, February 15,
1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1,
1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1,
1979, September 1, 1979, September 15, 1979, January 1, 1980,
April 1, 1980, August 15, 1980, August 1, 1981, November 1,
1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1,
1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1,
1986, August 15, 1986, November 30, 1986, January 31, 1987,
April 1, 1987, August 15, 1987, November 30, 1987, June 15,
1989, July 15, 1989, December 1, 1989, February 15, 1990,
November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991,
September 1, 1991, November 1, 1991, January 15, 1992, February
29, 1992, April 15, 1992, July 15, 1992, July 31, 1992,
November 30, 1992, December 15, 1992, January 1, 1993, March 1,
1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31,
1993, June 30, 1993, June 30, 1993, September 15, 1993, March
1, 1994, June 15, 1994, August 15, 1994, December 1, 1994,
August 1, 1995 and August 1, 1999 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 BONDS
UNDER INDENTURE. WHEREAS, the Indenture provides that said bonds shall be
issuable in one or more series, and makes provision that the
rates of interest and dates for the payment thereof, the date
of maturity or dates of maturity, if of serial maturity, the
terms and rates of optional redemption (if redeemable), the
forms of registered bonds without coupons of any series and any
other provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the Board of Directors may
determine, may be expressed in a supplemental indenture to be
made by the Company to the Trustee thereunder; and
BONDS HERETOFORE
ISSUED. WHEREAS, bonds in the principal amount of Eight billion, four
hundred forty-seven million seven hundred fifty-two thousand
dollars ($8,447,752,000) 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,
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(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(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,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos.
1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos.
1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos.
1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP No.
2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
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(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
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;
(279-284) Bonds of Series KKP Nos. 10-15 in the principal
amount of One hundred seventy-nine million five hundred ninety
thousand dollars ($179,590,000), all of which are outstanding
at the date hereof;
(285) 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;
(286) 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 Sixty-two million seven hundred
ninety thousand dollars ($62,790,000) principal amount have
heretofore been retired and One hundred thirty-one million
eight hundred fifty-nine thousand dollars ($131,859,000)
principal amount are outstanding at the date hereof;
(287) 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 Ninety-five million one hundred
sixty thousand dollars ($95,160,000) principal amount have
heretofore been retired and One hundred sixty-one million seven
hundred seventy-two thousand dollars ($161,772,000) principal
amount are outstanding at the date hereof;
(288) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Thirty-four million one hundred ninety
thousand dollars ($34,190,000) principal amount have heretofore
been retired and Fifty-one million two hundred eighty-five
thousand dollars ($51,285,000) principal amount are outstanding
at the date hereof;
(289) 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;
(290) 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;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
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(295) 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;
(296) 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;
(297) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which Ten million
dollars ($10,000,000) principal amount have heretofore been
retired and Two hundred ninety million ($290,000,000) principal
amount are outstanding at the date hereof;
(298) 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;
(299) 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;
(300) 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;
(301) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
Twenty-seven million dollars ($27,000,000) principal amount
have heretofore been retired and One hundred ninety-eight
million dollars ($198,000,000) principal amount are outstanding
at the date hereof;
(302) 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;
(303) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Thirty-one
million five hundred thousand dollars ($31,500,000) principal
amount have heretofore been retired and Three hundred
sixty-eight million five hundred thousand dollars
($368,500,000) principal amount are outstanding at the date
hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five
million six hundred eighty-five thousand dollars ($5,685,000),
all of which are outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred twenty-five million dollars ($125,000,000)
principal amount have been retired and One hundred million
dollars ($100,000,000) principal amount are outstanding at the
date hereof;
(306) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which Seventy eight
million five hundred thousand dollars ($78,500,000) principal
amount have heretofore been retired and Two hundred twenty-one
million five hundred thousand dollars ($221,500,000) principal
amount are outstanding at the date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five
million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal amount of
Sixty-five million dollars ($65,000,000), all of which are
outstanding at the date hereof;
(309) Bonds of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One
hundred sixty million dollars ($160,000,000), all of which are
outstanding at the date hereof;
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(311) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars ($7,535,000),
all of which are outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal amount of Twelve
million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date hereof;
(315) Bonds of 1995 Series AP in the principal amount of
Ninety-seven million dollars ($97,000,000), all of which are
outstanding at the date hereof;
(316) Bonds of 1995 Series BP in the principal amount of
Twenty-two million, one hundred seventy-five thousand dollars
($22,175,000), all of which are outstanding at the date hereof;
and, accordingly, of the bonds so issued, Two billion nine
hundred forty-five million four hundred forty-one thousand
dollars ($2,945,441,000) principal amount are outstanding at
the date hereof; and
REASON FOR
CREATION OF NEW
SERIES. WHEREAS, the Company desires to issue a new series of bonds
to be issued under the Indenture and to be authenticated and
delivered pursuant to Section 8 of Article III of the
Indenture; and
BONDS TO BE
FLOATING RATE
1999 SERIES D. WHEREAS, the Company desires by this Supplemental Indenture
to create a new series of bonds, to be designated "General and
Refunding Mortgage Bonds, Floating Rate 1999 Series D," and
FURTHER
ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in
the property subject to the lien thereof all of the estates and
properties, real, personal and mixed, rights, privileges and
franchises of every nature and kind and wheresoever situate,
then or thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time thereafter might
be entitled in law or in equity (saving and excepting, however,
the property therein specifically excepted or released from the
lien thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver such
further instruments as may be necessary or proper for the
better assuring and confirming unto the Trustee all or any part
of the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF
SUPPLEMENTAL
INDENTURE. WHEREAS, the Company in the exercise of the powers and
authority conferred upon and reserved to it under and by virtue
of the provisions of the Indenture, and pursuant to resolutions
of its Board of Directors has duly resolved and determined to
make, execute and deliver to the Trustee a supplemental
indenture in the form hereof for the purposes herein provided;
and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized;
CONSIDERATION FOR
SUPPLEMENTAL
INDENTURE. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
Edison Company, in consideration of the premises and of the
covenants contained in the Indenture and of the sum of One
Dollar ($1.00) and other good and valuable consideration to it
duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and
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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 TWENTY-THIRD
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
FLOATING RATE 1999 SERIES D
TERMS OF BONDS OF
FLOATING RATE 1999
SERIES D. SECTION 1. The Company hereby creates the Three hundred
twenty-third 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, Floating Rate 1999
Series D" (elsewhere herein referred to as the "bonds of 1999
Series D"). The aggregate principal amount of bonds of 1999
Series D shall be limited to Forty million dollars
($40,000,000), 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 1999 Series D shall mature on September 17, 2001
and shall be issued as registered bonds without coupons in
denominations of $1,000 and any multiple thereof. The bonds of
1999 Series D will be issued in book-entry form through the
facilities of The Depository Trust Company ("DTC"). Transfers
or exchanges of beneficial interests in the bonds of 1999
Series D may be effected only through records maintained by DTC
or its nominee. Payments of principal and interest on the Bonds
will be made to DTC in immediately available funds as the
principal of and interest on the bonds of 1999 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 1999 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.
The bonds of 1999 Series D shall bear interest at a rate per
annum, reset quarterly, equal to three-month LIBOR (as defined
below) plus seventeen basis points (.17%), as determined by the
Calculation Agent (as defined below). Interest will be computed
on the basis of a 360-day year and the actual number of days in
the applicable Interest Period (as defined below). Interest is
payable quarterly in arrears on March 15, June 15, September
15, and December 15 of each year, commencing September 15,
1999, except that the final payment of interest will be due on
September 17, 2001, instead of September 15, 2001 (each an
"Interest Payment Date"), for the period commencing on and
including the immediately preceding Interest Payment Date and
ending on and including the day preceding the next Interest
Payment Date (each an "Interest Period"), with the exception
that the first Interest Period shall commence on and include
August 27, 1999. Interest is payable to the persons in whose
names the bonds of 1999 Series D are registered at the close of
business on the fifteenth calendar day, whether or not a
Business Day (as defined below), prior to the Interest Payment
Date.
The interest rate on the bonds of 1999 Series D may not
exceed the "Maximum Rate", which is defined to mean the rate of
interest equal to 15% per annum or such higher rate as may be
established from time to time by the Board of Directors of the
Company.
If any Interest Payment Date, other than at stated maturity,
for the bonds of 1999 Series D would otherwise be a day that is
not a Business Day, such Interest Payment Date will be
postponed to the next day that is a Business Day, except that
if such Business Day is in the next succeeding calendar month,
such Interest
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Payment Date shall be the immediately preceding Business Day.
If the stated maturity for the bonds of 1999 Series D falls on
a day which is not a Business Day, payment of principal and
interest with respect to the bonds of 1999 Series D will be
paid on the next succeeding Business Day with the same force
and effect as if made on such date and no interest on such
payment will accrue from and after such date.
The interest rate for each Interest Period shall be
determined by the Calculation Agent in accordance with the
following provisions:
The per annum rate of interest for each Interest Period will
be three-month LIBOR on the second Business Day preceding the
relevant Interest Reset Date (as defined below) for such
Interest Period (the "Interest Determination Date") plus the
applicable spread described above. The Interest Determination
Date for the first Interest Period shall be August 25, 1999.
"LIBOR" for each subsequent Interest Period shall be determined
by the Calculation Agent in accordance with the following
provisions:
(i) On each Interest Determination Date, the Calculation
Agent shall ascertain the offered rate for three-month deposits
in U.S. dollars in the London interbank market, which appears on
the Telerate Page 3750, as of 11:00 a.m. (London time) on such
Interest Determination Date.
(ii) If such rate does not appear on the Telerate Page
3750, or the Telerate Page 3750 is unavailable, the Calculation
Agent shall request each of four major banks in the London
interbank market (the "Reference Banks") to provide the
Calculation Agent with its offered quotation (expressed as a
rate per annum) for three-month deposits in U.S. dollars to
leading banks in the London interbank market at approximately
11:00 a.m. (London time) on the Interest Determination Date. If
at least two such quotations are provided, LIBOR in respect of
the Interest Determination Date, will be the arithmetic mean of
such quotations.
(iii) If less than two of the Reference Banks provide the
Calculation Agent with such offered quotations, LIBOR in respect
of that Interest Determination Date shall be the arithmetic mean
of the rates quoted by three major banks in The City of New York
(selected by the Calculation Agent) at approximately 11:00 a.m.,
New York City time, on that Interest Determination Date for
three-month loans in U.S. dollars to leading European banks, in
a principal amount equal to an amount of not less than
$1,000,000 that is representative for a single transaction in
such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR shall be LIBOR in effect on
such Interest Determination Date.
"Interest Reset Date" means, with respect to any Interest
Period, the first day of such Interest Period.
"Business Day" means any day (other than a Saturday or
Sunday) on which banking institutions in The City of New York
are open for business and which is also a London Banking Day.
"London Banking Day" means any day (other than a Saturday or
Sunday) on which dealings in deposits are transacted in the
London interbank market.
"Telerate Page 3750" means the display designated as page
"3750" on the Bridge Telerate, Inc. (or such other page as may
replace that page on that service for the purpose of displaying
the LIBOR Index on a daily basis).
All percentages resulting from any calculation on the bonds
of 1999 Series D shall be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and U.S. dollar amounts used in or resulting from
such calculations shall be rounded to the nearest cent (with
one-half cent being rounded upward).
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The Company agrees that, so long as any of the bonds of 1999
Series D remain outstanding, it shall maintain under
appointment an agent (the "Calculation Agent"), initially
Bankers Trust Company, to calculate the rate of interest
payable on the Bonds in respect of each Interest Period as
provided in Section 3 below. If the Calculation Agent is unable
or unwilling to continue to act as such, or if the Calculation
Agent fails to establish the applicable rate of interest for
any Interest Period, or if the Company removes the Calculation
Agent, the Company shall appoint the office of another bank to
act as the Calculation Agent; provided, however, that the
Calculation Agent shall not resign or be removed until
acceptance of an appointment by a successor as evidenced by an
appropriate agreement entered into by the Company and such
successor Calculation Agent.
Each bond of 1999 Series D shall be dated the date of its
authentication and interest shall be payable on the principal
represented thereby from the March 15, June 15, September 15 or
December 15 next preceding the date thereof to which interest
has been paid on bonds of 1999 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 September 15, 1999, in which case interest shall be payable
from August 27, 1999 on the bond of 1999 Series D originally
evidencing the debt represented thereby.
The bonds of 1999 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
1999 Series D). Until bonds of 1999 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 1999 Series D in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1999 Series D, if any, may be printed and
may be issued in authorized denominations in substantially the
form of definitive bonds of 1999 Series D, but 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 1999 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 calendar day (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 1999 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 1999
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 1999 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 1999 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
BONDS OF 1999
SERIES D. SECTION 2. The bonds of 1999 Series D shall not be redeemable
prior to stated maturity.
The bonds of 1999 Series D shall not be entitled to or
subject to any sinking fund.
EXCHANGE AND
TRANSFER. At the option of the registered holder, any bonds of 1999
Series D, upon surrender thereof for cancellation at the office
or agency of the Company in the Borough of
11
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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 1999 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 1999
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 1999 Series D during any period of ten
(10) days next preceding any interest payment date for such
bonds.
Bonds of 1999 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.
CALCULATION AGENT SECTION 3. (a) The Company hereby appoints Bankers Trust
Company as Calculation Agent (in such capacity, the
"Calculation Agent") of the Company with respect to the bonds
of 1999 Series D, and the Calculation Agent hereby accepts its
obligations as set forth in this Supplemental Indenture upon
the terms and conditions set forth herein.
(b) As soon as reasonably practical on or after each Interest
Determination Date, the Calculation Agent shall determine LIBOR
and notify the Company thereof and the resulting interest rate.
Upon the request of the beneficial owner of any bond of 1999
Series D, the Calculation Agent will provide the interest rate
then in effect and, if determined, the applicable interest rate
that will become effective as of the next Interest Reset Date.
All interest rate determinations made by the Calculation Agent
with respect to the bonds of 1999 Series D shall, in the
absence of manifest error, be conclusive for all purposes and
binding upon the Company.
(c) The Calculation Agent shall be entitled to such
compensation for its services as the Calculation Agent and the
Company may agree, and the Company shall pay such compensation
and shall reimburse the Calculation Agent for all reasonable
expenses, disbursements and advances incurred or made by the
Calculation Agent in connection with the services rendered by
it as Calculation Agent.
(d) The Calculation Agent shall incur no liability for, or in
respect of, any action taken, omitted to be taken or suffered
by it in reliance upon any bond of 1999 Series D, certificate,
affidavit, instruction, notice, request, direction, order,
statement or other paper, document or communication reasonably
believed by it to be genuine. Any order, certificate,
affidavit, instruction, notice, request, direction, statement
or other communication from the Company made or given by it and
sent, delivered or directed to the Calculation Agent under,
pursuant to or as permitted by any provision of this
Supplemental Indenture shall be sufficient for purposes of this
Supplemental Indenture if such communication is in writing and
signed by any officer of the Company. The Calculation Agent may
consult with counsel satisfactory to it (which counsel may be
counsel for the Company) and the opinion of such counsel shall
constitute full and complete protection of the Calculation
Agent with respect to any action taken, omitted to be taken or
suffered by it hereunder in good faith and in accordance with
and in reliance upon the opinion of such counsel. In acting
under this Supplemental Indenture, the Calculation Agent (in
its capacity as such) does not assume any obligation to, or any
relationship of agency or trust for or with, the holders of the
bonds of 1999 Series D.
(e) The Calculation Agent shall be obligated only to perform
such duties as are specifically set forth herein and no other
duties or obligations on the part of the Calculation Agent, in
its capacity as such, shall be implied hereby.
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(f) The Calculation Agent may at any time terminate its
appointment as Calculation Agent by giving no less than ninety
(90) days' written notice to the Company, unless the Company
consents in writing to a shorter time. Upon receipt of notice
of termination by the Calculation Agent, the Company agrees
promptly to appoint a successor Calculation Agent. The Company
may terminate the appointment of the Calculation Agent at any
time by giving written notice to the Calculation Agent of such
termination and specifying the date when such termination shall
become effective; provided, however, that no termination by the
Calculation Agent or by the Company shall become effective
prior to the date of the appointment by the Company, as
provided below, of a successor Calculation Agent and the
acceptance of such appointment by such successor Calculation
Agent. Upon termination by either party pursuant to the
provisions of this paragraph, the Calculation Agent shall be
entitled to the payment of any compensation owed to it by the
Company hereunder, as provided by paragraph (c) above, and the
provisions of paragraph (h) below shall remain in effect
following such termination.
(g) Any successor Calculation Agent appointed by the Company
following termination of the appointment of the Calculation
Agent pursuant to the provisions of paragraph (f) hereof shall
execute and deliver to the Calculation Agent and to the Company
an instrument accepting such appointment, and thereupon such
successor Calculation Agent shall, without any further act or
instrument, become vested with all the rights, immunities,
duties and obligations of the Calculation Agent, with like
effect as if originally named as Calculation Agent hereunder,
and the Calculation Agent shall thereupon be obligated to
transfer and deliver, and such successor Calculation Agent
shall be entitled to receive and accept, copies of any
available records maintained by the Calculation Agent in
connection with the performance of its obligations hereunder.
(h) The Company shall indemnify and hold free and harmless
the Calculation Agent, its officers and employees from and
against all actions, claims, damages, liabilities, losses and
expenses (including reasonable legal fees and expenses)
relating to or arising out of actions, or omissions in any
capacity hereunder, except actions, claims, damages,
liabilities, losses and expenses caused by the gross negligence
or wilful misconduct of the Calculation Agent, its officers or
employees.
(i) Any corporation into which the Calculation Agent may be
merged, converted or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the
Calculation Agent may be a party, or any corporation to which
the Calculation Agent may sell or otherwise transfer all or
substantially all of its corporate trust business, shall, to
the extent permitted by applicable law, become the Calculation
Agent under this Supplemental Indenture without the execution
of any paper or any further act by the parties hereto. The
Calculation Agent will give prompt written notice to the
Company and the Trustee (if other than Bankers Trust Company)
of any such merger, conversion or consolidation.
(j) Any notice or other communication given hereunder shall
be delivered in person, sent by letter, telecopy or telex or
communicated by telephone (subject, in the case of
communication by telephone, to written confirmation dispatched
within 24 hours) to such address as the party to receive such
notice may have previously specified.
(k) The terms and conditions of the appointment of the
Calculation Agent may be amended only by means of a written
instrument duly executed and delivered by or on behalf of the
Company and the Calculation Agent; provided, that, except as
required by law, or as agreed by the Company and the
Calculation Agent, such amendment need not be in the form of an
amended or further Supplemental Indenture.
(l) Except as provided herein, the provisions of this Section
3 are solely for the benefit of the Company and the Calculation
Agent hereto and their successors and assigns and no other
person shall acquire or have any rights under or by virtue
hereof.
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THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
FLOATING RATE 1999 SERIES D, DUE SEPTEMBER 17, 2001
$40,000,000 No. 1
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to CEDE & Co. or registered
assigns, at its office or agency in the Borough of Manhattan,
The City and State of New York, the principal sum of
$40,000,000 in lawful money of the United States of America on
the seventeenth day of September 17, 2001, and to pay interest
thereon as provided below, at such office or agency, in like
lawful money, from August 27, 1999, to the person in whose name
this bond is registered at the close of business on the related
regular record date as provided below, or (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.
The bonds of 1999 Series D will bear interest at a rate per
annum, reset quarterly, equal to three-month LIBOR (as defined
below) plus seventeen basis points (.17%), as determined by the
Calculation Agent (as defined below). Interest will be computed
on the basis of a 360-day year and the actual number of days in
the applicable Interest Period (as defined below). Interest is
payable quarterly in arrears on March 15, June 15, September
15, and December 15 of each year, commencing September 15,
1999, except that the final payment of interest will be due on
September 17, 2001, instead of September 15, 2001 (each an
"Interest Payment Date"), for the period commencing on and
including the immediately preceding Interest Payment Date and
ending on and including the day preceding the next Interest
Payment Date (each an "Interest Period"), with the exception
that the first Interest Period shall commence on and include
August 27, 1999. Interest is payable to the persons in whose
names the bonds of 1999 Series D are registered at the close of
business on the related regular record date, which shall be the
fifteenth calendar day, whether or not a Business Day (as
defined below), prior to the Interest Payment Date.
The interest rate on the bonds of 1999 Series D may not
exceed the "Maximum Rate", which is defined to mean the rate of
interest equal to 15% per annum or such higher rate as may be
established from time to time by the Board of Directors of the
Company.
If any Interest Payment Date, other than at stated maturity,
for the bonds of 1999 Series D would otherwise be a day that is
not a Business Day, such Interest Payment Date will be
postponed to the next day that is a Business Day, except that
if such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding
Business Day. If the stated maturity for the bonds of 1999
Series D falls on a day which is not a Business Day, payment of
principal and interest with respect to the bonds of 1999 Series
D will be paid on the next succeeding Business Day with the
same force and effect as if made on such date and no interest
on such payment will accrue from and after such date.
The interest rate for each Interest Period will be determined
by the Calculation Agent in accordance with the following
provisions:
The per annum rate of interest for each Interest Period will
be three-month LIBOR on the second Business Day preceding the
relevant Interest Reset Date (as defined below) for such
Interest Period (the "Interest Determination Date") plus the
applicable spread described above. The Interest Determination
Date for the first Interest Period will be August 25, 1999.
"LIBOR" for each subsequent Interest
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12
Period will be determined by the Calculation Agent in
accordance with the following provisions:
(i) On each Interest Determination Date, the Calculation
Agent will ascertain the offered rate for three-month deposits
in U.S. dollars in the London interbank market, which appears on
the Telerate Page 3750, as of 11:00 a.m. (London time) on such
Interest Determination Date.
(ii) If such rate does not appear on the Telerate Page
3750, or the Telerate Page 3750 is unavailable, the Calculation
Agent will request each of four major banks in the London
interbank market (the "Reference Banks") to provide the
Calculation Agent with its offered quotation (expressed as a
rate per annum) for three-month deposits in U.S. dollars to
leading banks in the London interbank market at approximately
11:00 a.m. (London time) on the Interest Determination Date. If
at least two such quotations are provided, LIBOR in respect of
the Interest Determination Date, will be the arithmetic mean of
such quotations.
(iii) If less than two of the Reference Banks provide the
Calculation Agent with such offered quotations, LIBOR in respect
of that Interest Determination Date will be the arithmetic mean
of the rates quoted by three major banks in The City of New York
(selected by the Calculation Agent) at approximately 11:00 a.m.,
New York City time, on that Interest Determination Date for
three-month loans in U.S. dollars to leading European banks, in
a principal amount equal to an amount of not less than
$1,000,000 that is representative for a single transaction in
such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR will be LIBOR in effect on
such Interest Determination Date.
"Interest Reset Date" means, with respect to any Interest
Period, the first day of such Interest Period.
"Business Day" means any day (other than a Saturday or
Sunday) on which banking institutions in The City of New York
are open for business and which is also a London Banking Day.
"London Banking Day" means any day (other than a Saturday or
Sunday) on which dealings in deposits are transacted in the
London interbank market.
"Telerate Page 3750" means the display designated as page
"3750" on the Bridge Telerate, Inc. (or such other page as may
replace that page on that service for the purpose of displaying
the LIBOR Index on a daily basis).
All percentages resulting from any calculation on the bonds
of 1999 Series D will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and U.S. dollar amounts used in or resulting from
such calculations will be rounded to the nearest cent (with
one-half cent being rounded upward).
The Company has agreed that, so long as any of the bonds of
1999 Series D remain outstanding, it will maintain under
appointment an agent (the "Calculation Agent"), initially
Bankers Trust Company, to calculate the rate of interest
payable on the Bonds in respect of each Interest Period. If the
Calculation Agent is unable or unwilling to continue to act as
such, or if the Calculation Agent fails to establish the
applicable rate of interest for any Interest Period, or if the
Company removes the Calculation Agent, the Company will appoint
the office of another bank to act as the Calculation Agent;
provided, however, that the Calculation Agent shall not resign
or be removed until acceptance of an appointment by a successor
as evidenced by an appropriate agreement entered into by the
Company and such successor Calculation Agent.
15
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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 Vice
President and Treasurer, with his manual or facsimile
signature, and its corporate seal, or a facsimile thereof, to
be impressed or imprinted hereon and the same to be attested by
its Secretary or its Assistant Corporate Secretary by manual or
facsimile signature.
Dated:
DTE SEAL
Attest:
SOMERS
Assistant Corporate Secretary
THE DETROIT EDISON COMPANY
By LOOMANS
Vice President and Treasurer
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, Floating Rate 1999 Series D
(elsewhere herein referred to as the "bonds of 1999 Series D"),
limited to an aggregate principal amount of $40,000,000, 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 August 15, 1999) 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 August 15,
1999, are hereinafter collectively called
14
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 Company and of the holders of the bonds and
the terms and
16
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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 bonds of 1999 Series D, including this bond, shall not be
redeemable prior to stated maturity.
The bonds of 1999 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.
TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
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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
FILING OF ORIGINAL
INDENTURE. The Original Indenture and indentures supplemental thereto
have been recorded and/or filed and Certificates of Provision
for Payment have been recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate
mortgage and filed as a chattel mortgage in the offices of the
respective Registers of Deeds of certain counties in the State
of Michigan as set forth in the Supplemental Indenture dated as
of September 1, 1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture
dated as of May 1, 1974, has been filed in the Office of the
Secretary of State of Michigan on November 16, 1951 and has
been filed and recorded in the office of the Interstate
Commerce Commission on December 8, 1969.
RECORDING AND
FILING OF
SUPPLEMENTAL
INDENTURES. Pursuant to the terms and provisions of the Original
Indenture, indentures supplemental thereto heretofore entered
into have been recorded as a real estate mortgage and/or filed
as a chattel mortgage or as a financing statement in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan, the Office of the Secretary
of State of Michigan and the Office of the Interstate Commerce
Commission, as set forth in supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b).......... Series B Bonds February 1, 1940
August 1, 1927(a)(b)........ Series C Bonds February 1, 1940
February 1, 1931(a)(b)...... Series D Bonds February 1, 1940
June 1, 1931(a)(b).......... Subject Properties February 1, 1940
October 1, 1932(a)(b)....... Series E Bonds February 1, 1940
September 25, 1935(a)(b).... Series F Bonds February 1, 1940
September 1, 1936(a)(b)..... Series G Bonds February 1, 1940
November 1, 1936(a)(b)...... Subject Properties February 1, 1940
February 1, 1940(a)(b)...... Subject Properties September 1, 1947
December 1, 1940(a)(b)...... Series H Bonds and Additional September 1, 1947
Provisions
18
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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:
------------ ------------ ---------------------
September 1, Series I Bonds, November 15, 1951
1947(a)(b)(c)............. Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)...... Series J Bonds November 15, 1951
and Additional Provisions
November 15, Series K Bonds January 15, 1953
1951(a)(b)(c)............. Additional Provisions and
Subject Properties
January 15, 1953(a)(b)...... Series L Bonds May 1, 1953
May 1, 1953(a).............. Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954(a)(c)........ Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955(a)(c).......... Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957(a)(c)....... Series P Bonds Additional June 1, 1959
Provisions and Subject
Properties
June 1, 1959(a)(c).......... Series Q Bonds and Subject December 1, 1966
Properties
December 1, 1966(a)(c)...... Series R Bonds Additional October 1, 1968
Provisions and Subject
Properties
October 1, 1968(a)(c)....... Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969(a)(c)...... Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)............. Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)........ Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............ Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)........ Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)......... Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974................. Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974............. Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975............ Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975............ Series DDP Nos. 1-9 Bonds and December 15, 1975
Subject Properties
December 15, 1975........... Series EE Bonds and Subject February 1, 1976
Properties
February 1, 1976............ Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976............... Series GGP Nos. 1-7 Bonds and July 15, 1976
Subject Properties
July 15, 1976............... Series HH Bonds and Subject February 15, 1977
Properties
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17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
February 15, 1977........... Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977............... Series IIP Nos. 1-7 Bonds, Series June 15, 1977
JJP Nos. 1-7 Bonds, Series KKP
Nos. 1-7 Bonds and Series LLP
Nos. 1-7 Bonds
June 15, 1977............... Series FFR No. 14 Bonds and July 1, 1977
Subject Properties
July 1, 1977................ Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977............. Series GGP Nos. 8-22 Bonds and June 1, 1978
Series OOP Nos. 1-17 Bonds and
Subject Properties
June 1, 1978................ Series PP Bonds, Series QQP Nos. October 15, 1978
1-9 Bonds and Subject Properties
October 15, 1978............ Series RR Bonds and Subject March 15, 1979
Properties
March 15, 1979.............. Series SS Bonds and Subject July 1, 1979
Properties
July 1, 1979................ Series IIP Nos. 8-22 Bonds, Series September 1, 1979
NNP Nos. 8-21 Bonds and Series
TTP Nos. 1-15 Bonds and Subject
Properties
September 1, 1979........... Series JJP No. 8 Bonds, Series KKP September 15, 1979
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 Subject April 1, 1980
Properties
April 1, 1980............... 1980 Series B Bonds August 15, 1980
August 15, 1980............. Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
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 Bonds November 1, 1981
and Subject Properties
November 1, 1981............ 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982............... Article XIV Reconfirmation August 15, 1982
August 15, 1982............. 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
20
18
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1983................ 1981 Series AP Nos. 15-16 and October 1, 1984
Subject Properties
October 1, 1984............. 1984 Series AP and 1984 Series BP May 1, 1985
Bonds and Subject Properties
May 1, 1985................. 1985 Series A Bonds May 15, 1985
May 15, 1985................ 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985............ Series KKP No. 9 Bonds and Subject April 1, 1986
Properties
April 1, 1986............... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C January 31, 1987
January 31, 1987............ 1987 Series A April 1, 1987
April 1, 1987............... 1987 Series B and 1987 Series C August 15, 1987
August 15, 1987............. 1987 Series D and 1987 Series E November 30, 1987
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 Series February 15, 1990
BP
February 15, 1990........... 1990 Series A, 1990 Series B, 1990 November 1, 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 Series CP May 15, 1991
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
July 15, 1992............... 1992 Series CP November 30, 1992
July 31, 1992............... 1992 Series D November 30, 1992
April 1, 1986............... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C January 31, 1987
January 31, 1987............ 1987 Series A April 1, 1987
April 1, 1987............... 1987 Series B and 1987 Series C August 15, 1987
21
19
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
August 15, 1987............. 1987 Series D and 1987 Series E November 30, 1987
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 Series February 15, 1990
BP
February 15, 1990........... 1990 Series A, 1990 Series B, 1990 November 1, 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 Series CP May 15, 1991
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
July 15, 1992............... 1992 Series CP November 30, 1992
November 30, 1992........... 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992........... Series KKP No. 14 and 1989 Series March 15, 1992
BP No. 2
January 1, 1993............. 1993 Series C April 1, 1993
March 1, 1993............... 1993 Series E June 30, 1993
March 15, 1993.............. 1993 Series D September 15, 1993
April 1, 1993............... 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993.............. 1993 Series G and Amendment of September 15, 1993
Article II, Section 5
May 31, 1993................ 1993 Series J September 15, 1993
September 15, 1993.......... 1993 Series K March 1, 1994
March 1, 1994............... 1994 Series AP June 15, 1994
June 15, 1994............... 1994 Series BP December 1, 1994
August 15, 1994............. 1994 Series C December 1, 1994
December 1, 1994............ Series KKP No. 15 and 1994 Series August 1, 1995
DP
August 1, 1995.............. 1995 Series A Bond August 15, 1999
1995 Series DP
-----------------------------------------
(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.
22
20
RECORDING OF
CERTIFICATES
OF PROVISION
FOR PAYMENT. All the bonds of Series A which were issued under the
Original Indenture dated as of October 1, 1924, and of Series
B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
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. 1-9, 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. 1-16, 1984 Series AP, 1984 Series BP, 1985
Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
No. 2, 1989 Series A and 1993 Series D 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, November 15, 1971, January 15, 1973, 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,
October 1, 1984, May 1, 1985, May 15, 1985, January 31, 1987,
June 1, 1978, October 15, 1978, December 15, 1975, February 15,
1977, September 1, 1979, June 15, 1989 and March 15, 1993 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
CONDITIONS OF
ACCEPTANCE OF
TRUST BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and
provided, and agrees to perform the same upon the terms and
conditions in the Original Indenture, as amended to date and 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
SECTION 318(C) OF
TRUST INDENTURE
ACT. Except to the extent specifically provided therein, no
provision of this supplemental indenture or any future
supplemental indenture is intended to modify, and the 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
COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY 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, ASSISTANT SECRETARIES, TREASURERS OR ASSISTANT
TREASURERS ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
--------------------------------
N. A. Khouri
Assistant Treasurer
EXECUTION. Attest:
-----------------------------------------------------------------
Jack L. Somers
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
-----------------------------------------------------------------
K. Hier
-----------------------------------------------------------------
W. A. Horwath
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY. On this day of August, 1999, before me, the subscriber, a
Notary Public within and for the County of , in the
State of Michigan, personally appeared N. A. Khouri, to me
personally known, who, being by me duly sworn, did say that he
does business at 2000 2nd Avenue, Detroit, Michigan 48226-1279
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 N. A. Khouri,
acknowledged said instrument to be the free act and deed of
said corporation.
----------------------------------
(Notarial Seal) , Notary Public
County, MI
My Commission Expires
24
22
BANKERS TRUST COMPANY,
(Corporate Seal) By
--------------------------------------------
Marc J. Parilla
Assistant Vice President
Attest:
------------------------------------------------
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
------------------------------------------------
------------------------------------------------
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGEMENT On this day of August, 1999, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of New York, in the
BY TRUSTEE. State of New York, personally appeared Marc J. Parilla, 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 Assistant 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 acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
---------------------------------------------------
Notary Public, State of New York
No.
Qualified in Kings County
Commission Expires
25
23
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO N.A. Khouri, 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.
------------------------------------------------
N.A. Khouri
Sworn to before me this day of
August, 1999
------------------------------------------------
, Notary Public
Wayne County, MI
My Commission Expires
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
48226