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EXHIBIT 4-204
THE DETROIT EDISON COMPANY
(▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 48226)
TO
BANKERS TRUST COMPANY
(Four ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇)
AS TRUSTEE
------------------------
INDENTURE
Dated as of August 1, 1999
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES AP, DUE SEPTEMBER 1, 2029,
(B) GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES BP, DUE SEPTEMBER 1, 2029,
(C) GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES CP, DUE SEPTEMBER 1, 2029,
AND
(D) 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 1999 Series AP, 1999 Series BP and 1999 Series
CP..................................................... 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF THREE HUNDRED TWENTIETH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES AP
Sec. 1. Certain terms of Bonds of 1999 Series AP............ 6
Sec. 2. Redemption of Bonds of 1999 Series AP............... 7
Sec. 3.Redemption of Bonds of 1999 Series AP in event of
acceleration of Strategic Fund Revenue Bonds......... 8
Sec. 4. Form of Bonds of 1999 Series AP..................... 8
Form of Trustee's Certificate....................... 13
PART II.
CREATION OF THREE HUNDRED TWENTY-FIRST
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES BP
Sec. 1. Certain terms of Bonds of 1999 Series BP............ 13
Sec. 2. Redemption of Bonds of 1999 Series BP............... 15
Sec. 3.Redemption and/or Revocation of Bonds of 1999 Series
BP in event of acceleration of Strategic Fund Revenue
Bonds................................................ 15
Sec. 4. Form of Bonds of 1999 Series BP..................... 16
Form of Trustee's Certificate....................... 21
PART III.
CREATION OF THREE HUNDRED TWENTY-SECOND
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES CP
Sec. 1. Certain terms of Bonds of 1999 Series CP............ 21
Sec. 2. Redemption of Bonds of 1999 Series CP............... 23
Sec. 3.Redemption and/or Revocation of Bonds of 1999 Series
CP in event of acceleration of Strategic Fund Revenue
Bonds................................................ 23
Sec. 4. Form of Bonds of 1999 Series CP..................... 24
Form of Trustee's Certificate....................... 28
PART IV.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 29
Recording and filing of Supplemental Indentures............. 29
Recording of Certificates of Provision for Payment.......... 35
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PAGE
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PART V.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 35
PART VI.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 35
Execution in Counterparts................................... 35
Testimonium................................................. 36
Execution................................................... 36
Acknowledgement of execution by Company..................... 36
Acknowledgement of execution by Trustee..................... 37
Affidavit as to consideration and good faith................ 38
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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 first 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 and
August 1, 1995 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 will enter into Loan Agreements, dated
as of September 1, 1999, August 1, 1999 and September 1, 1999
with the Michigan Strategic Fund in connection with the
issuance of the Collateralized Series 1999A, Collateralized
Series 1999B and Collateralized Series 1999C, respectively,
Bonds in order to refund certain pollution control related
bonds, and pursuant to such Loan Agreements the Company has
agreed to issue its General and Refunding Mortgage Bonds under
the Indenture in order further to secure its obligations under
such Loan Agreements; and
WHEREAS, for such purposes the Company desires to issue three
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 1999
SERIES AP, 1999
SERIES BP AND
1999 SERIES CP. WHEREAS, the Company desires by this Supplemental Indenture
to create three new series of bonds, to be designated "General
and Refunding Mortgage Bonds, 1999 Series AP," "General and
Refunding Mortgage Bonds, 1999 Series BP" and "General and
Refunding Mortgage Bonds, 1999 Series CP;" 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
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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 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 TWENTIETH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES AP
CERTAIN TERMS OF
BONDS OF 1999
SERIES AP. SECTION 1. The Company hereby creates the Three hundred
twentieth 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, 1999 Series AP"
(elsewhere herein referred to as the "bonds of 1999 Series
AP"). The aggregate principal amount of bonds of 1999 Series AP
shall be limited to One hundred eighteen million three hundred
sixty thousand dollars ($118,360,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
Each bond of 1999 Series AP is to be irrevocably assigned to,
and registered in the name of, Chase Manhattan Trust Company,
National Association, as trustee, or a successor trustee (said
trustee or any successor trustee being hereinafter referred to
as the "Strategic Fund Trust Indenture Trustee"), under the
Trust Indenture, dated as of September 1, 1999 (hereinafter
called the "Strategic Fund Trust Indenture"), between the
Michigan Strategic Fund (hereinafter called "Strategic Fund"),
and the Strategic Fund Trust Indenture Trustee, to secure
payment of the Michigan Strategic Fund Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company Pollution
Control Bonds Project), Collateralized Series 1999A
(hereinafter called the "Strategic Fund Revenue Bonds"), issued
by the Strategic Fund under the Strategic Fund Trust Indenture,
the proceeds of which have been provided for the refunding of
certain pollution control related bonds which the Company has
agreed to refund pursuant to the provisions of the Loan
Agreement, dated as of September 1, 1999 (hereinafter called
the "Strategic Fund Agreement"), between the Company and the
Strategic Fund.
The bonds of 1999 Series AP shall be issued as registered
bonds without coupons in denominations of a multiple of $5,000.
The bonds of 1999 Series AP shall be issued in the aggregate
principal amount of $118,360,000, shall mature on September 1,
2029 and shall bear interest, payable semi-annually on March 1
and September 1 of each year (commencing March 1, 2000), at the
rate of 5.55%, until the principal thereof shall have become
due and payable and thereafter until the Company's obligation
with respect to the payment of said principal shall have been
discharged as provided in the Indenture.
The bonds of 1999 Series AP shall be payable as to principal,
premium, if any, and interest as provided in the Indenture, but
only to the extent and in the manner herein provided. The bonds
of 1999 Series AP shall be payable, both as to principal and
interest, at the office or agency of the Company in the Borough
of Manhattan,
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The City and State of New York, in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts.
Except as provided herein, each bond of 1999 Series AP shall
be dated the date of its authentication and interest shall be
payable on the principal represented thereby from the March 1
or September 1 next preceding the date thereof to which
interest has been paid on bonds of 1999 Series AP, 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 March 1, 2000, in which case interest shall be payable from
September 3, 1999.
The bonds of 1999 Series AP in definitive form shall be, at
the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate by
such designation the form, series and denominations of bonds of
1999 Series AP). Until bonds of 1999 Series AP 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 AP in temporary
form, as provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1999 Series AP, if any, may be printed and
may be issued in authorized denominations in substantially the
form of definitive bonds of 1999 Series AP, but with such
omissions, insertions and variations as may be appropriate for
temporary bonds, all as may be determined by the Company.
Bonds of 1999 Series AP shall not be assignable or
transferable except as may be required to effect a transfer to
any successor trustee under the Strategic Fund Trust Indenture,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Strategic Fund
Trust Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City and State of New York,
together with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by the
Company duly executed by the holder or by its duly authorized
attorney. Bonds of 1999 Series AP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of
1999 Series AP upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of the
Indenture not to make exchanges or transfers of bonds of 1999
Series AP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1999 Series AP, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto or
as may be specified in the Strategic Fund Agreement.
Upon payment of the principal or premium, if any, or interest
on the Strategic Fund Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, or upon provision
for the payment thereof having been made in accordance with
Articles I or IV of the Strategic Fund Trust Indenture, bonds
of 1999 Series AP in a principal amount equal to the principal
amount of the Strategic Fund Revenue Bonds, shall, to the
extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder
to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION
OF BONDS OF
1999 SERIES AP SECTION 2. Bonds of the 1999 Series AP shall be redeemed on
the date and in the respective principal amount which
correspond to the redemption date for, and the principal amount
to be redeemed of, the Strategic Fund Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund
Revenue Bonds prior to maturity in accordance with the
provisions of the Strategic Fund Trust
11
8
Indenture, the Company shall on the same date redeem bonds of
1999 Series AP in the principal amount and at the redemption
price corresponding to the Strategic Fund Revenue Bonds so
redeemed. The Company agrees to give the Trustee notice of any
such redemption of bonds of 1999 Series AP on the same date as
it gives notice of redemption of Strategic Fund Revenue Bonds
to the Strategic Fund Trust Indenture Trustee.
REDEMPTION
OF BONDS OF
1999 SERIES AP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS. SECTION 3. In the event of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of all
Strategic Fund Revenue Bonds, the bonds of 1999 Series AP shall
be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a "Redemption Demand") from the
Strategic Fund Trust Indenture Trustee stating that there has
occurred under the Strategic Fund Trust Indenture both an Event
of Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the
Strategic Fund Revenue Bonds, specifying the last date to which
interest on the Strategic Fund Revenue Bonds has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the bonds
of said series. The Trustee shall, within five days after
receiving such Redemption Demand, mail a copy thereof to the
Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of said series so demanded to be redeemed
(hereinafter called the "Demand Redemption Date"). Notice of
the date fixed as the Demand Redemption Date shall be mailed by
the Company to the Trustee at least ten days prior to such
Demand Redemption Date. The date to be fixed by the Company as
and for the Demand Redemption Date may be any date up to and
including the earlier of (x) the 60th day after receipt by the
Trustee of the Redemption Demand or (y) the maturity date of
such bonds first occurring following the 20th day after the
receipt by the Trustee of the Redemption Demand; provided,
however, that if the Trustee shall not have received such
notice fixing the Demand Redemption Date on or before the 10th
day preceding the earlier of such dates, the Demand Redemption
Date shall be deemed to be the earlier of such dates. The
Trustee shall mail notice of the Demand Redemption Date (such
notice being hereinafter called the "Demand Redemption Notice")
to the Strategic Fund Trust Indenture Trustee not more than ten
nor less than five days prior to the Demand Redemption Date.
Each bond of 1999 Series AP shall be redeemed by the Company
on the Demand Redemption Date therefore upon surrender thereof
by the Strategic Fund Trust Indenture Trustee to the Trustee at
a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand Redemption
Date plus an amount equal to the aggregate premium, if any, due
and payable on such Demand Redemption Date on all Strategic
Fund Revenue Bonds; provided, however, that in the event of a
receipt by the Trustee of a notice that, pursuant to Section
604 of the Strategic Fund Trust Indenture, the Strategic Fund
Trust Indenture Trustee has terminated proceedings to enforce
any right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the Strategic
Fund Trust Indenture Trustee, and no Demand Redemption Notice
shall be given, or, if already given, shall be automatically
annulled; but no such rescission or annulment shall extend to
or affect any subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to a
Redemption Demand and such Redemption Demand shall be of no
force or effect, unless it is executed in the name of the
Strategic Fund Trust Indenture Trustee by its President or one
of its Vice Presidents.
FORM OF BONDS OF
1999 SERIES AP. SECTION 4. The bonds of 1999 Series AP and the form of
Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
12
9
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1999 SERIES AP, 5.55%, DUE SEPTEMBER 1, 2029
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of September 1, 1999 between the
Michigan Strategic Fund and Chase Manhattan Trust Company,
National Association, as trustee, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to the Michigan Strategic
Fund, or registered assigns, at the Company's office or agency
in the Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date specified in
the title hereof and interest thereon at the rate specified in
the title hereof, in like lawful money, from September 3, 1999,
and after the first payment of interest on bonds of this Series
has been made or otherwise provided for, from the most recent
date to which interest has been paid or otherwise provided for,
semi-annually on March 1 and September 1 of each year
(commencing March 1, 2000), until the Company's obligation with
respect to payment of said principal shall have been
discharged, all as provided, to the extent and in the manner
specified in the Indenture hereinafter mentioned on the reverse
hereof and in the supplemental indenture pursuant to which this
bond has been issued.
Under a Trust Indenture, dated as of September 1, 1999
(hereinafter called the "Strategic Fund Trust Indenture"),
between the Michigan Strategic Fund (hereinafter called
"Strategic Fund"), and Chase Manhattan Trust Company, National
Association, as trustee (hereinafter called the "Strategic Fund
Trust Indenture Trustee"), the Strategic Fund has issued
Limited Obligation Refunding Revenue Bonds (The Detroit Edison
Company Pollution Control Bonds Project), Collateralized Series
1999A (hereinafter called the "Strategic Fund Revenue Bonds").
This bond was originally issued to the Strategic Fund and
simultaneously irrevocably assigned to the Strategic Fund Trust
Indenture Trustee so as to secure the payment of the Strategic
Fund Revenue Bonds. Payments of principal of, or premium, if
any, or interest on, Strategic Fund Revenue Bonds shall
constitute like payments on this bond as further provided
herein and in the supplemental indenture pursuant to which this
bond has been issued.
Reference is hereby made to such further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of certificate
endorsed hereon.
13
10
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed 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 Assistant
Corporate Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By -------------------------
Vice President
and Treasurer
[SEAL]
Attest:
-----------------------------
Assistant Corporate Secretary
14
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[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 1999 Series AP, limited to an aggregate
principal amount of $118,360,000, 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 1,
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 1, 1999, are hereinafter
collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of any
indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five
percent (85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed to
be taken, then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from
voting by reason of the Company's interest therein as specified
in the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration shall,
among other things, affect the terms of payment of the
principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption upon
demand of the Strategic Fund Trust Indenture Trustee following
the occurrence of an Event of Default under the Strategic Fund
Trust Indenture and the acceleration of the principal of the
Strategic Fund Revenue Bonds.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 1999 Series AP (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued thereunder
may become or be declared due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
15
12
Upon payment of the principal of, or premium, if any, or
interest on, the Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been made in
accordance with Articles I or IV of the Strategic Fund Trust
Indenture, bonds of 1999 Series AP in a principal amount equal
to the principal amount of such Strategic Fund Revenue Bonds
and having both a corresponding maturity date and interest rate
shall, to the extent of such payment of principal, premium or
interest, be deemed fully paid and the obligation of the
Company thereunder to make such payment shall forthwith cease
and be discharged, and, in the case of the payment of principal
and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate
notation to the Trustee.
This bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Strategic Fund Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Strategic Fund Trust Indenture. Any such
transfer shall be made by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized denominations
for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new
bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture, and
upon payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal of
or the interest on this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture, or of any
indenture supplemental thereto, against any incorporator, or
against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or
successor corporation, either directly or through the Company
or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever; all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released by every holder or owner hereof, as more fully
provided in the Indenture.
16
13
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
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
PART II.
CREATION OF THREE HUNDRED TWENTY-FIRST
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES BP
CERTAIN TERMS OF
BONDS OF 1999
SERIES BP. SECTION 1. The Company hereby creates the Three hundred
twenty-first 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, 1999 Series BP"
(elsewhere herein referred to as the "bonds of 1999 Series
BP"). The aggregate principal amount of bonds of 1999 Series BP
shall be limited to Thirty-nine million seven hundred
forty-five thousand dollars ($39,745,000), except as provided
in Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Each bond of 1999 Series BP is to be assigned to, and
registered in the name of, Bank One Trust Company, NA, as
trustee, or a successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Strategic Fund
Trust Indenture Trustee"), under the Trust Indenture, dated as
of August 1, 1999 (hereinafter called the "Strategic Fund Trust
Indenture"), between the Michigan Strategic Fund (hereinafter
called "Strategic Fund"), and the Strategic Fund Trust
Indenture Trustee, to secure payment of the Michigan Strategic
Fund Variable Rate Demand Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Pollution Control Bonds
Project), Collateralized Series 1999B (hereinafter called the
"Strategic Fund Revenue Bonds"), issued by the Strategic Fund
under the Strategic Fund Trust Indenture, the proceeds of which
have been provided for the refunding of certain pollution
control related bonds which the Company has agreed to refund
pursuant to the provisions of the Loan Agreement, dated as of
August 1, 1999 (hereinafter called the "Strategic Fund
Agreement"), between the Company and the Strategic Fund. Such
assignment is revocable only upon revocation of the bonds, as
provided herein and in the Strategic Fund Trust Indenture.
The bonds of 1999 Series BP shall be issued as registered
bonds without coupons in denominations of a multiple of $5,000.
The bonds of 1999 Series BP shall be issued in the aggregate
principal amount of $39,745,000, shall mature on September 1,
2029 (unless redeemed or revoked on an earlier date pursuant to
the terms of the Strategic Fund Trust Indenture) and shall
initially bear interest, payable semi-annually on March 1 and
September 1 (commencing March 1, 2000), and thereafter shall
bear interest, payable on such dates as interest shall be
payable on the Strategic Fund Revenue Bonds pursuant to the
Strategic Fund Trust Indenture, at such rate or rates not in
excess of a maximum rate of 15% per annum (unless such maximum
rate shall be increased by resolution of the Company's Board of
Directors and set forth in an additional Supplemental Indenture
between the Company and the Trustee), until the principal
thereof shall have become due and payable pursuant to the
Strategic Fund Trust Indenture and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided
17
14
in the Indenture or until such time as the bonds of 1999 Series
BP shall be revoked pursuant to the terms of the Strategic Fund
Trust Indenture, in which event all principal shall be deemed
to be discharged within the meaning of the Indenture.
The bonds of 1999 Series BP shall be payable as to principal,
premium, if any, and interest as provided in the Indenture, but
only to the extent and in the manner herein provided. The bonds
of 1999 Series BP shall be payable, both as to principal and
interest, at the office or agency of the Company in the Borough
of Manhattan, The City and State of New York, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts.
Except as provided herein, each bond of 1999 Series BP shall
be dated the date of its authentication and interest shall be
payable on the principal represented thereby as provided in the
Strategic Fund Trust Indenture.
The bonds of 1999 Series BP in definitive form shall be, at
the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate by
such designation the form, series and denominations of bonds of
1999 Series BP). Until bonds of 1999 Series BP 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 BP in temporary
form, as provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1999 Series BP, if any, may be printed and
may be issued in authorized denominations in substantially the
form of definitive bonds of 1999 Series BP, but with such
omissions, insertions and variations as may be appropriate for
temporary bonds, all as may be determined by the Company.
Bonds of 1999 Series BP shall not be assignable or
transferable except as may be required to effect a transfer to
any successor trustee under the Strategic Fund Trust Indenture,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Strategic Fund
Trust Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City and State of New York,
together with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by the
Company duly executed by the holder or by its duly authorized
attorney. Bonds of 1999 Series BP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of
1999 Series BP upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of the
Indenture not to make exchanges or transfers of bonds of 1999
Series BP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1999 Series BP, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto or
as may be specified in the Strategic Fund Agreement.
Upon payment of the principal or premium, if any, or interest
on the Strategic Fund Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, or upon provision
for the payment thereof having been made in accordance with the
terms of the Strategic Fund Trust Indenture, bonds of 1999
Series BP in a principal amount equal to the principal amount
of the Strategic Fund Revenue Bonds, shall, to the extent of
such payment of principal, premium or interest, be deemed fully
paid and the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and upon
revocation of such bonds as provided herein the obligation of
the Company hereunder to make any payment shall forthwith cease
and be discharged, and, in the case of the payment of principal
and premium, if any, or revocation of such bonds pursuant to
the terms of The Strategic Fund Trust Indenture such bonds
shall be surrendered for cancellation or presented for
appropriate notation to the Trustee.
18
15
REDEMPTION AND/OR
REVOCATION OF
BONDS OF 1999
SERIES BP SECTION 2. Bonds of the 1999 Series BP shall be redeemed on
the date and in the respective principal amount which
correspond to the redemption date for, and the principal amount
to be redeemed of, the Strategic Fund Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund
Revenue Bonds prior to maturity in accordance with the
provisions of the Strategic Fund Trust Indenture, the Company
shall on the same date redeem bonds of 1999 Series BP in the
principal amount and at the redemption price corresponding to
the Strategic Fund Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of
bonds of 1999 Series BP on the same date as it gives notice of
redemption of Strategic Fund Revenue Bonds to the Strategic
Fund Trust Indenture Trustee.
The Company may elect to revoke the bonds of 1999 Series BP
on such date as it shall select in accordance with the terms of
the Strategic Fund Trust Indenture. For purposes of this
Supplemental Indenture, the term "revocation" of bonds of 1999
Series BP shall mean the revocation by the Company of the
pledge of such bonds and of the assignment thereof to the
Strategic Trust Fund Indenture Trustee pursuant to the terms of
the Strategic Fund Trust Indenture, the surrender by the
Strategic Fund Trust Indenture Trustee of such bonds to the
Trustee for cancellation, the receipt by the Trustee of
certificates and opinions set forth in the next succeeding
paragraph of this Section 2 and the cancellation of such bonds
by the Trustee pursuant to an order of an authorized officer of
the Company. In the event the Company elects to revoke the
bonds of 1999 Series BP, the Company agrees to give the Trustee
notice of such revocation on the same date as it gives notice
of revocation to the Strategic Fund Trust Indenture Trustee.
The bonds of 1999 Series BP shall be cancelled upon surrender
of such bonds to the Trustee by the Strategic Fund Trust
Indenture Trustee and satisfaction of the conditions set forth
in the next succeeding paragraph of this Section 2.
The cancellation of bonds of 1999 Series BP being revoked
shall be subject to receipt by the Trustee from the Company of
(i) the notice specified above; (ii) the certificate and
opinion set forth in Article XA, Section 1(a) and (b) of the
Indenture; (iii) a certificate of the Company, under its
corporate seal, signed by its President or a Vice-President and
by its Treasurer or an Assistant Treasurer, and an opinion of
counsel stating that in the opinion of the same signers or, as
the case may be, such counsel, all conditions precedent for
revocation of the pledge and cancellation of the bonds under
the Strategic Fund Trust Indenture have been complied with, and
(iv) such other certificates and opinions as the Trustee may
reasonably require. In addition, cancellation shall be subject
to receipt by the Trustee of a release, executed by the
Strategic Fund Trust Indenture Trustee, of the pledge of such
bonds. The Trustee shall be entitled to rely upon the foregoing
to the full extent provided in the Indenture, including without
limitation Article XII, Section 1 thereof, in canceling the
bonds as provided herein.
REDEMPTION
OF BONDS OF
1999 SERIES BP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS. SECTION 3. In the event of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of all
Strategic Fund Revenue Bonds, the bonds of 1999 Series BP shall
be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a "Redemption Demand") from the
Strategic Fund Trust Indenture Trustee stating that there has
occurred under the Strategic Fund Trust Indenture both an Event
of Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the
Strategic Fund Revenue Bonds, specifying the last date to which
interest on the Strategic Fund Revenue Bonds has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the bonds
of said series. The Trustee shall, within five days after
receiving such Redemption Demand, mail a copy thereof to the
Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of said series so demanded to be redeemed
(hereinafter called the "Demand Redemption Date").
19
16
Notice of the date fixed as the Demand Redemption Date shall be
mailed by the Company to the Trustee at least ten days prior to
such Demand Redemption Date. The date to be fixed by the
Company as and for the Demand Redemption Date may be any date
up to and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y) the
maturity date of such bonds first occurring following the 20th
day after the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have received
such notice fixing the Demand Redemption Date on or before the
10th day preceding the earlier of such dates, the Demand
Redemption Date shall be deemed to be the earlier of such
dates. The Trustee shall mail notice of the Demand Redemption
Date (such notice being hereinafter called the "Demand
Redemption Notice") to the Strategic Fund Trust Indenture
Trustee not more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 1999 Series BP shall be redeemed by the Company
on the Demand Redemption Date therefore upon surrender thereof
by the Strategic Fund Trust Indenture Trustee to the Trustee at
a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand Redemption
Date plus an amount equal to the aggregate premium, if any, due
and payable on such Demand Redemption Date on all Strategic
Fund Revenue Bonds; provided, however, that in the event of a
receipt by the Trustee of a notice that, pursuant to the
Strategic Fund Trust Indenture, the Strategic Fund Trust
Indenture Trustee has terminated proceedings to enforce any
right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the Strategic
Fund Trust Indenture Trustee, and no Demand Redemption Notice
shall be given, or, if already given, shall be automatically
annulled; but no such rescission or annulment shall extend to
or affect any subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to a
Redemption Demand and such Redemption Demand shall be of no
force or effect, unless it is executed in the name of the
Strategic Fund Trust Indenture Trustee by its President or one
of its Vice Presidents.
FORM OF BONDS OF
1999 SERIES BP. SECTION 4. The bonds of 1999 Series BP and the form of
Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
20
17
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1999 SERIES BP, DUE SEPTEMBER 1, 2029
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of August 1, 1999 between the
Michigan Strategic Fund and Bank One Trust Company, NA,
National Association, as trustee, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to the Michigan Strategic
Fund, or registered assigns, at the Company's office or agency
in the Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date specified in
the title hereof and interest thereon in like lawful money, on
such date or dates in each case as provided for in the Trust
Indenture, dated as of August 1, 1999 (hereinafter called the
"Strategic Fund Trust Indenture"), between the Michigan
Strategic Fund (hereinafter called the "Strategic Fund") and
Bank One Trust Company, NA, as trustee (hereinafter "Strategic
Fund Trust Indenture Trustee"). This bond of 1999 Series BP
shall bear interest at a maximum rate of 15% per annum (unless
such maximum rate shall be increased by resolution of the
Company's Board of Directors as set forth in an additional
Supplemental Indenture between the Company and the Trustee),
until the Company's obligation with respect to payment of said
principal shall have been discharged, all as provided, to the
extent and in the manner specified in the Indenture hereinafter
mentioned on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been issued or until
such time as the bonds of 1999 Series BP shall be revoked
pursuant to the terms of the Strategic Fund Trust Indenture, in
which event all principal shall be deemed to be discharged
within the meaning of the Indenture.
Under the Strategic Fund Trust Indenture, the Strategic Fund
has issued Variable Rate Demand Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Pollution Control
Bonds Project), Collateralized Series 1999B (hereinafter called
the "Strategic Fund Revenue Bonds"). This bond was originally
issued to the Strategic Fund and simultaneously assigned to the
Strategic Fund Trust Indenture Trustee so as to secure the
payment of the Strategic Fund Revenue Bonds. Such assignment
shall be irrevocable except as provided in the Indenture.
Payments of principal of, or premium, if any, or interest on,
Strategic Fund Revenue Bonds shall constitute like payments on
this bond as further provided herein and in the supplemental
indenture pursuant to which this bond has been issued. The
Company may elect to revoke the bonds of 1999 Series BP
pursuant to the terms of the Strategic Fund Trust Indenture.
Reference is hereby made to such further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of certificate
endorsed hereon.
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18
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed 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 Vice
President and Corporate Secretary with her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By
------------------------
Vice President
and Treasurer
Attest:
-------------------------------
Assistant Corporate Secretary
22
19
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 1999 Series BP, limited to an aggregate
principal amount of $39,745,000, 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 1,
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 1, 1999, are hereinafter
collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of any
indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five
percent (85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed to
be taken, then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from
voting by reason of the Company's interest therein as specified
in the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration shall,
among other things, affect the terms of payment of the
principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption upon
demand of the Strategic Fund Trust Indenture Trustee following
the occurrence of an Event of Default under the Strategic Fund
Trust Indenture and the acceleration of the principal of the
Strategic Fund Revenue Bonds.
This bond is revocable, at the option of the Company,
pursuant to the provisions of the Strategic Fund Trust
Indenture and cancellation thereupon as provided in the
Indenture.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 1999 Series BP (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
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20
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued thereunder
may become or be declared due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
Upon payment of the principal of, or premium, if any, or
interest on, the Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been made in
accordance with the Strategic Fund Trust Indenture, bonds of
1999 Series BP in a principal amount equal to the principal
amount of such Strategic Fund Revenue Bonds and having both a
corresponding maturity date and interest rate shall, to the
extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder
to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
This bond of 1999 Series BP shall be revoked upon surrender
to the Trustee by the Strategic Fund Trust Indenture Trustee,
and upon such revocation as provided in the Indenture, the
obligation of the Company thereunder to make any payments on
this bond shall forthwith cease and be discharged.
This bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Strategic Fund Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Strategic Fund Trust Indenture. Any such
transfer shall be made by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized denominations
for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new
bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture, and
upon payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal of
or the interest on this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture, or of any
indenture supplemental thereto, against any incorporator, or
against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or
successor corporation, either directly or through the Company
or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever; all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released by every holder or owner hereof, as more fully
provided in the Indenture.
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21
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
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
PART III.
CREATION OF THREE HUNDRED TWENTY-SECOND
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1999 SERIES CP
CERTAIN TERMS OF
BONDS OF 1999
SERIES CP. SECTION 1. The Company hereby creates the Three hundred
twenty-second 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, 1999 Series CP"
(elsewhere herein referred to as the "bonds of 1999 Series
CP"). The aggregate principal amount of bonds of 1999 Series CP
shall be limited to Sixty-six million five hundred sixty-five
thousand dollars ($66,565,000), except as provided in Sections
7 and 13 of Article II of the Original Indenture with respect
to exchanges and replacements of bonds.
Each bond of 1999 Series CP is to be assigned to, and
registered in the name of, Bank One Trust Company, NA, as
trustee, or a successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Strategic Fund
Trust Indenture Trustee"), under the Trust Indenture, dated as
of September 1, 1999 (hereinafter called the "Strategic Fund
Trust Indenture"), between the Michigan Strategic Fund
(hereinafter called "Strategic Fund"), and the Strategic Fund
Trust Indenture Trustee, to secure payment of the Michigan
Strategic Fund Variable Rate Demand Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company Pollution
Control Bonds Project), Collateralized Series 1999C
(hereinafter called the "Strategic Fund Revenue Bonds"), issued
by the Strategic Fund under the Strategic Fund Trust Indenture,
the proceeds of which have been provided for the refunding of
certain pollution control related bonds which the Company has
agreed to refund pursuant to the provisions of the Loan
Agreement, dated as of September 1, 1999 (hereinafter called
the "Strategic Fund Agreement"), between the Company and the
Strategic Fund. Such assignment is revocable only upon
revocation of the bonds, as provided herein and the Strategic
Fund Trust Indenture.
The bonds of 1999 Series CP shall be issued as registered
bonds without coupons in denominations of a multiple of $5,000.
The bonds of 1999 Series CP shall be issued in the aggregate
principal amount of $66,565,000, shall mature on September 1,
2029 (unless redeemed or revoked on an earlier date pursuant to
the terms of the Strategic Fund Trust Indenture) and shall
initially bear interest, payable semi-annually on March 1 and
September 1 (commencing March 1, 2000), and thereafter shall
bear interest, payable on such dates as interest shall be
payable on the Strategic Fund Revenue Bonds pursuant to the
Strategic Fund Trust Indenture, at such rate or rates not in
excess of a maximum rate of 15% per annum (unless such maximum
rate shall be increased by resolution of the Company's Board of
Directors and set forth in an additional Supplemental Indenture
between the Company and the Trustee), until the principal
thereof shall have become due and payable pursuant to the
Strategic Fund Trust Indenture and thereafter until the
Company's obligation with respect to the payment of said
principal shall have been discharged as provided
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22
in the Indenture or until such time as the bonds of 1999 Series
CP shall be revoked pursuant to the terms of the Strategic Fund
Trust Indenture, in which event all principal shall be deemed
to be discharged within the meaning of the Indenture.
The bonds of 1999 Series CP shall be payable as to principal,
premium, if any, and interest as provided in the Indenture, but
only to the extent and in the manner herein provided. The bonds
of 1999 Series CP shall be payable, both as to principal and
interest, at the office or agency of the Company in the Borough
of Manhattan, The City and State of New York, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts.
Except as provided herein, each bond of 1999 Series CP shall
be dated the date of its authentication and interest shall be
payable on the principal represented thereby as provided in the
Strategic Fund Trust Indenture.
The bonds of 1999 Series CP in definitive form shall be, at
the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate by
such designation the form, series and denominations of bonds of
1999 Series CP). Until bonds of 1999 Series CP in definitive
form are ready for delivery, the Company may execute, and upon
its request in writing the Trustee shall authenticate and
deliver in lieu thereof, bonds of 1999 Series CP in temporary
form, as provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1999 Series CP, if any, may be printed and
may be issued in authorized denominations in substantially the
form of definitive bonds of 1999 Series CP, but with such
omissions, insertions and variations as may be appropriate for
temporary bonds, all as may be determined by the Company.
Bonds of 1999 Series CP shall not be assignable or
transferable except as may be required to effect a transfer to
any successor trustee under the Strategic Fund Trust Indenture,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and remedies
consequent upon an Event of Default under the Strategic Fund
Trust Indenture. Any such transfer shall be made upon surrender
thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City and State of New York,
together with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by the
Company duly executed by the holder or by its duly authorized
attorney. Bonds of 1999 Series CP shall in the same manner be
exchangeable for a like aggregate principal amount of bonds of
1999 Series CP upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of the
Indenture not to make exchanges or transfers of bonds of 1999
Series CP, during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 1999 Series CP, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto or
as may be specified in the Strategic Fund Agreement.
Upon payment of the principal or premium, if any, or interest
on the Strategic Fund Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, or upon provision
for the payment thereof having been made in accordance with the
terms of the Strategic Fund Trust Indenture, bonds of 1999
Series CP in a principal amount equal to the principal amount
of the Strategic Fund Revenue Bonds, shall, to the extent of
such payment of principal, premium or interest, be deemed fully
paid and the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and upon
revocation of such bonds as provided herein the obligation of
the Company thereunder to make any payment shall forthwith
cease and be discharged, and, in the case of the payment of
principal and premium, if any, or revocation of such bonds
pursuant to the terms of The Strategic Fund Trust Indenture
such bonds shall be surrendered for cancellation or presented
for appropriate notation to the Trustee.
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REDEMPTION AND/OR
REVOCATION
OF BONDS OF
1999 SERIES CP SECTION 2. Bonds of the 1999 Series BP shall be redeemed on
the date and in the respective principal amount which
correspond to the redemption date for, and the principal amount
to be redeemed of, the Strategic Fund Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund
Revenue Bonds prior to maturity in accordance with the
provisions of the Strategic Fund Trust Indenture, the Company
shall on the same date redeem bonds of 1999 Series CP in the
principal amount and at the redemption price corresponding to
the Strategic Fund Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of
bonds of 1999 Series CP on the same date as it gives notice of
redemption of Strategic Fund Revenue Bonds to the Strategic
Fund Trust Indenture Trustee.
The Company may elect to revoke the bonds of 1999 Series CP
on such date as it shall select in accordance with the terms of
the Strategic Fund Trust Indenture. For purposes of this
Supplemental Indenture, the term "revocation" of bonds of 1999
Series CP shall mean the revocation by the Company of the
pledge of such bonds and of the assignment thereof to the
Strategic Fund Trust Indenture Trustee pursuant to the terms of
the Strategic Trust Fund Indenture, the surrender by the
Strategic Fund Trust Indenture Trustee of such bonds to the
Trustee for cancellation, the receipt by the Trustee of
certificates and opinions set forth in the next succeeding
paragraph of this Section 2 and the cancellation of such bonds
by the Trustee pursuant to an order of an authorized officer of
the Company. In the event the Company elects to revoke the
bonds of 1999 Series CP, the Company agrees to give the Trustee
notice of such revocation on the same date as it gives notice
of revocation to the Strategic Fund Trust Indenture Trustee.
The bonds of 1999 Series CP shall be cancelled upon surrender
of such bonds to the Trustee by the Strategic Fund Trust
Indenture Trustee and satisfaction of the conditions set forth
in the next succeeding paragraph of this Section 2.
The cancellation of bonds of 1999 Series CP being revoked
shall be subject to receipt by the Trustee from the Company of
(i) the notice specified above; (ii) the certificate and
opinion set forth in Article XA, Section 1(a) and (b) of the
Indenture; (iii) a certificate of the Company, under its
corporate seal, signed by its President or a Vice-President and
by its Treasurer or an Assistant Treasurer, and an opinion of
counsel stating that in the opinion of the same signers or, as
the case may be, such counsel, all conditions precedent for
revocation of the pledge and cancellation of the bonds under
the Strategic Trust Fund Indenture have been complied with, and
(iv) such other certificates and opinions as the Trustee may
reasonably require. In addition, cancellation shall be subject
to receipt by the Trustee of a release, executed by the
Strategic Trust Fund Trustee, of the pledge of such bonds. The
Trustee shall be entitled to rely upon the foregoing to the
full extent provided in the Indenture, including without
limitation Article XII, Section 1 thereof, in canceling the
bonds as provided herein.
REDEMPTION
OF BONDS OF
1999 SERIES CP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS. SECTION 3. In the event of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of all
Strategic Fund Revenue Bonds, the bonds of 1999 Series BP shall
be redeemable in whole upon receipt by the Trustee of a written
demand (hereinafter called a "Redemption Demand") from the
Strategic Fund Trust Indenture Trustee stating that there has
occurred under the Strategic Fund Trust Indenture both an Event
of Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the
Strategic Fund Revenue Bonds, specifying the last date to which
interest on the Strategic Fund Revenue Bonds has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the bonds
of said series. The Trustee shall, within five days after
receiving such Redemption Demand, mail a copy thereof to the
Company marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it
will redeem the bonds of said series so demanded to be redeemed
(hereinafter called the "Demand Redemption Date").
27
24
Notice of the date fixed as the Demand Redemption Date shall be
mailed by the Company to the Trustee at least ten days prior to
such Demand Redemption Date. The date to be fixed by the
Company as and for the Demand Redemption Date may be any date
up to and including the earlier of (x) the 60th day after
receipt by the Trustee of the Redemption Demand or (y) the
maturity date of such bonds first occurring following the 20th
day after the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have received
such notice fixing the Demand Redemption Date on or before the
10th day preceding the earlier of such dates, the Demand
Redemption Date shall be deemed to be the earlier of such
dates. The Trustee shall mail notice of the Demand Redemption
Date (such notice being hereinafter called the "Demand
Redemption Notice") to the Strategic Fund Trust Indenture
Trustee not more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 1999 Series CP shall be redeemed by the Company
on the Demand Redemption Date therefore upon surrender thereof
by the Strategic Fund Trust Indenture Trustee to the Trustee at
a redemption price equal to the principal amount thereof plus
accrued interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand Redemption
Date plus an amount equal to the aggregate premium, if any, due
and payable on such Demand Redemption Date on all Strategic
Fund Revenue Bonds; provided, however, that in the event of a
receipt by the Trustee of a notice that, pursuant to the
Strategic Fund Trust Indenture, the Strategic Fund Trust
Indenture Trustee has terminated proceedings to enforce any
right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the Strategic
Fund Trust Indenture Trustee, and no Demand Redemption Notice
shall be given, or, if already given, shall be automatically
annulled; but no such rescission or annulment shall extend to
or affect any subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary notwithstanding,
the Trustee is not authorized to take any action pursuant to a
Redemption Demand and such Redemption Demand shall be of no
force or effect, unless it is executed in the name of the
Strategic Fund Trust Indenture Trustee by its President or one
of its Vice Presidents.
FORM OF BONDS OF
1999 SERIES CP. SECTION 4. The bonds of 1999 Series CP and the form of
Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
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25
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1999 SERIES CP, DUE SEPTEMBER 1, 2029
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of September 1, 1999 between the
Michigan Strategic Fund and Bank One Trust Company, NA,
National Association, as trustee, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to the Michigan Strategic
Fund, or registered assigns, at the Company's office or agency
in the Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date specified in
the title hereof and interest thereon in like lawful money, on
such date or dates in each case as provided for in the Trust
Indenture, dated as of September 1, 1999 (hereinafter called
the "Strategic Fund Trust Indenture"), between the Michigan
Strategic Fund (hereinafter called the "Strategic Fund") and
Bank One Trust Company, NA, as trustee (hereinafter "Strategic
Fund Trust Indenture Trustee"). This bond of 1999 Series CP
shall bear interest at a maximum rate of 15% per annum (unless
such maximum rate shall be increased by resolution of the
Company's Board of Directors as set forth in an additional
Supplemental Indenture between the Company and the Trustee),
until the Company's obligation with respect to payment of said
principal shall have been discharged, all as provided, to the
extent and in the manner specified in the Indenture hereinafter
mentioned on the reverse hereof and in the supplemental
indenture pursuant to which this bond has been issued or until
such time as the bonds of 1999 Series CP shall be revoked
pursuant to the terms of the Strategic Fund Trust Indenture, in
which event all principal shall be deemed to be discharged
within the meaning of the Indenture.
Under the Strategic Fund Trust Indenture, the Strategic Fund
has issued Variable Rate Demand Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Pollution Control
Bonds Project), Collateralized Series 1999C (hereinafter called
the "Strategic Fund Revenue Bonds"). This bond was originally
issued to the Strategic Fund and simultaneously assigned to the
Strategic Fund Trust Indenture Trustee so as to secure the
payment of the Strategic Fund Revenue Bonds. Such assignment
shall be irrevocable except as provided in the Indenture.
Payments of principal of, or premium, if any, or interest on,
Strategic Fund Revenue Bonds shall constitute like payments on
this bond as further provided herein and in the supplemental
indenture pursuant to which this bond has been issued. The
Company may elect to revoke the bonds of 1999 Series CP
pursuant to the terms of the Strategic Fund Trust Indenture.
Reference is hereby made to such further provisions of this
bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of certificate
endorsed hereon.
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26
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed 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 Vice
President and Corporate Secretary with her manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By
---------------------------
Vice President
and Treasurer
Attest:
------------------------------
Assistant Corporate Secretary
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27
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as 1999 Series CP, limited to an aggregate
principal amount of $66,565,000, 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 1,
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 1, 1999, are hereinafter
collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are
issuable in series, which may mature at different times, may
bear interest at different rates and may otherwise vary as in
said Indenture provided. With the consent of the Company and to
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of any
indenture supplemental thereto, may be modified or altered in
certain respects by affirmative vote of at least eighty-five
percent (85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed to
be taken, then also by affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to be
affected (excluding in every instance bonds disqualified from
voting by reason of the Company's interest therein as specified
in the Indenture); provided, however, that, without the consent
of the holder hereof, no such modification or alteration shall,
among other things, affect the terms of payment of the
principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption upon
demand of the Strategic Fund Trust Indenture Trustee following
the occurrence of an Event of Default under the Strategic Fund
Trust Indenture and the acceleration of the principal of the
Strategic Fund Revenue Bonds.
This bond is revocable, at the option of the Company,
pursuant to the provisions of the Strategic Fund Trust
Indenture and cancellation thereupon as provided in the
Indenture.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 1999 Series CP (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
31
28
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued thereunder
may become or be declared due and payable, in the manner, with
the effect and subject to the conditions provided in the
Indenture.
Upon payment of the principal of, or premium, if any, or
interest on, the Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been made in
accordance with the Strategic Fund Trust Indenture, bonds of
1999 Series CP in a principal amount equal to the principal
amount of such Strategic Fund Revenue Bonds and having both a
corresponding maturity date and interest rate shall, to the
extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder
to make such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and premium, if
any, such bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
This bond of 1999 Series CP shall be revoked upon surrender
to the Trustee by the Strategic Fund Trust Indenture Trustee,
and upon such revocation as provided in the Indenture, the
obligation of the Company thereunder to make any payments on
this bond shall forthwith cease and be discharged.
This bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Strategic Fund Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course of the
exercise of rights and remedies consequent upon an Event of
Default under the Strategic Fund Trust Indenture. Any such
transfer shall be made by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized denominations
for a like aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new
bonds of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture, and
upon payment, in any event, of the charges prescribed in the
Indenture.
No recourse shall be had for the payment of the principal of
or the interest on this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture, or of any
indenture supplemental thereto, against any incorporator, or
against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or
successor corporation, either directly or through the Company
or any such predecessor or successor corporation, whether for
amounts unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise howsoever; all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released by every holder or owner hereof, as more fully
provided in the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
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
32
29
PART IV.
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
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
33
30
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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 ▇▇ ▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇ and Subject February 15, 1977
Properties
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 ▇▇ ▇▇▇▇▇ and Subject March 15, 1979
Properties
34
31
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
35
32
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 15, 1989............... 1989 Series A July 15, 1989
July 15, 1989............... Series KKP No. 10 December 1, 1989
December 1, 1989............ Series KKP ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇
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
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 ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇
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
36
33
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
November 30, 1992........... 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992........... Series KKP ▇▇. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇ ▇▇. ▇
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 ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇ 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.
37
34
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as August 1, 1995
providing for the terms of bonds to be issued thereunder of
1995 Series AP and 1995 Series BP 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 August 10, 1995 (Filing No. 59342B), has been
filed and recorded in the Office of the Surface Transportation
Board (formerly the Interstate Commerce Commission)
(Recordation No. 5485-QQQQ) on August 10, 1995, and has been
recorded as a real estate mortgage in the offices of the
respective Register of Deeds of certain counties in the State
of Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
Genesee..................................... 8/10/95 3180 138-172
Huron....................................... 8/10/95 652 115-149
▇▇▇▇▇▇...................................... 8/10/95 2280 356-390
Lapeer...................................... 8/10/95 0910 0795-0829
Lenawee..................................... 8/10/95 1370 801-835
▇▇▇▇▇▇▇▇▇▇.................................. 8/10/95 1947 0308-0342
Macomb...................................... 8/10/95 06723 591-625
▇▇▇▇▇....................................... 8/10/95 455 548-582
Monroe...................................... 8/10/95 1455 0070-0104
Oakland..................................... 8/10/95 15581 855-889
St. Clair................................... 8/10/95 1441 60-94
Sanilac..................................... 8/10/95 473 345-379
Tuscola..................................... 8/10/95 677 434-468
Washtenaw................................... 8/10/95 3140 397-431
▇▇▇▇▇....................................... 8/10/95 28203 815-849
38
35
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,
▇▇, ▇▇, ▇▇, ▇▇▇ ▇▇▇. ▇-▇, ▇▇▇ 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, ▇▇, ▇▇▇▇
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
and GGP No. 8.
PART V.
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 VI.
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.
39
36
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 /s/ ▇. ▇. ▇▇▇▇▇▇
-------------------------------
▇. ▇. ▇▇▇▇▇▇
Assistant Treasurer
EXECUTION. Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Corporate Secretary
Signed, sealed and delivered
by THE
DETROIT EDISON COMPANY, in
the
presence of
/s/ K. HIER
-----------------------------
K. Hier
/s/ W. A. ▇▇▇▇▇▇▇
-----------------------------
W. A. ▇▇▇▇▇▇▇
STATE OF MICHIGAN
SS.:
COUNTY OF ▇▇▇▇▇
ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY. On this 11th day of August, 1999, before me, the subscriber,
a Notary Public within and for the County of ▇▇▇▇▇, in the
State of Michigan, personally appeared ▇. ▇. ▇▇▇▇▇▇, to me
personally known, who, being by me duly sworn, did say that he
does business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 ▇. ▇. ▇▇▇▇▇▇,
acknowledged said instrument to be the free act and deed of
said corporation.
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Notarial Seal) Notary Public
Oakland County, MI
My Commission Expires
September 22, 2001
(Acting in ▇▇▇▇▇ County, MI)
40
37
BANKERS TRUST COMPANY,
(Corporate Seal) By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGEMENT On this 12th day of August, 1999, before me, the subscriber,
OF EXECUTION a Notary Public within and for the County of New York, in
BY TRUSTEE. the State of New York, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
to me personally known, who, being by me duly sworn, did say
that his business office is located at Four ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Notary Public, State of New York
No. 01TR6016003
Qualified in Kings County
Commission Expires Nov. 9, 2000
41
38
STATE OF MICHIGAN
SS.:
COUNTY OF ▇▇▇▇▇
AFFIDAVIT AS TO ▇.▇. ▇▇▇▇▇▇, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
/s/ ▇.▇. ▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇
Sworn to before me this 11(th) day of
August, 1999
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary Public
Oakland County, MI
My Commission Expires Sept. 22, 2001
(Acting in ▇▇▇▇▇ County, MI)
(Notarial Seal)
This instrument was drafted by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇
