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EXHIBIT 4-187
CONFORMED COPY
THE DETROIT EDISON COMPANY
(0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 48226)
TO
BANKERS TRUST COMPANY
(Four Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000)
AS TRUSTEE
------------------------
INDENTURE
Dated as of February 29, 1992
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES AP, DUE SEPTEMBER 1, 2022
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1992 Series AP................................ 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 6
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED NINETY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES AP
Sec. 1. Terms of Bonds of 1992 Series AP.................... 6
Sec. 2. Redemption of Bonds of 1992 Series AP............... 8
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of 1992 Series AP..................... 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Series 318(c) of Trust Indenture Act........ 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 22
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the twenty-ninth
day of February, in the year one thousand nine hundred
and ninety-two, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of
the State of Michigan and a transmitting utility
(hereinafter called the "Company"), party of the first
part, and BANKERS TRUST COMPANY, a corporation
organized and existing under the laws of the State of
New York, having its corporate trust office at Four
Albany Street, in the Borough of Manhattan, The City
and State of New York, as Trustee under the Mortgage
and Deed of Trust hereinafter mentioned (hereinafter
called the "Trustee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and
INDENTURE AND delivered its Mortgage and Deed of Trust (hereinafter
SUPPLEMENTALS. 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 and January 15, 1992 supplemental to the
Original Indenture, have heretofore been entered into
between the Company and the Trustee (the Original
Indenture and all indentures supplemental thereto
together being hereinafter sometimes referred to as
the "Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall
BONDS UNDER be issuable in one or more series, and makes provision
INDENTURE. 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 WHEREAS, bonds in the principal amount of Five billion
ISSUED. nine hundred twenty-one million seven hundred
ninety-seven thousand dollars ($5,921,797,000) have
heretofore been issued under the Indenture as follows,
viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
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(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,
(69-82) Bonds of Series IIP Nos. 1-6 and
8-15 -- Principal Amount $490,000,
(83-88) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(89-94) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(95-109) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(110-130) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(131-140) Bonds of Series OOP Nos. 1-10 -- Principal Amount $3,350,000,
(141-156) Bonds of Series QQP Nos. 1-16 -- Principal Amount $12,345,000,
(157-171) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(172) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(173-197) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(198-208) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(209-220) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(221) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(222) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(223) Bonds of Series PP -- Principal Amount $70,000,000,
(224) Bonds of Series RR -- Principal Amount $70,000,000,
(225) Bonds of Series EE -- Principal Amount $50,000,000,
(226-227) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
all of which have either been retired and cancelled, or no
longer represent obligations of the Company, having been
called for redemption and funds necessary to effect the
payment, redemption and retirement thereof having been
deposited with the Trustee as a special trust fund to be
applied for such purpose;
(228) Bonds of Series R in the principal amount of One
hundred million dollars ($100,000,000), all of which
are outstanding at the date hereof;
(229) Bonds of Series S in the principal amount of One
hundred fifty million dollars ($150,000,000), all of
which are outstanding at the date hereof;
(230) Bonds of Series T in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(231) Bonds of Series U in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(232) Bonds of Series V in the principal amount of One
hundred million dollars ($100,000,000), all of which
are outstanding at the date hereof;
(233) Bonds of Series X in the principal amount of One
hundred million dollars ($100,000,000), all of which
are outstanding at the date hereof;
(234) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(235) Bonds of Series Z in the principal amount of One
hundred million dollars ($100,000,000), all of which
are outstanding at the date hereof;
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(236-243) Bonds of Series IIP Nos. 7 and 16-22 in the
principal amount of Three million two hundred sixty
thousand dollars ($3,260,000), of which Two hundred
twenty thousand dollars ($220,000) principal amount have
heretofore been retired and Three million forty thousand
dollars ($3,040,000) principal amount are outstanding at
the date hereof;
(244-245) Bonds of Series JJP Nos. 7-8 in the principal
amount of Six million one hundred sixty thousand
dollars ($6,160,000), of which Six hundred twenty thousand
dollars ($620,000) principal amount have heretofore been
retired and Five million five hundred forty thousand
dollars ($5,540,000) principal amount are outstanding at
the date hereof;
(246-251) Bonds of Series KKP Nos. 7-12 in the principal
amount of One hundred twenty-three million seven hundred
ninety thousand dollars ($123,790,000), of which One
million three hundred thousand dollars ($1,300,000)
principal amount have heretofore been retired and One
hundred twenty-two million four hundred ninety thousand
dollars ($122,490,000) principal amount are outstanding at
the date hereof;
(252-259) Bonds of Series OOP Nos. 11-18 in the principal
amount of Fifteen million five hundred thirty thousand
dollars ($15,530,000), of which Three hundred twenty
thousand dollars ($320,000) principal amount have
heretofore been retired and Fifteen million two hundred ten
thousand dollars ($15,210,000) principal amount are
outstanding at the date hereof;
(260-262) Bonds of Series QQP Nos. 17-19 in the principal
amount of One million three hundred five thousand dollars
($1,305,000), all of which are outstanding at the date
hereof;
(263) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which
Ninety million dollars ($90,000,000) principal amount
have heretofore been retired and Sixty million dollars
($60,000,000) principal amount are outstanding at the date
hereof;
(264) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which Sixty-six
million five hundred thousand dollars ($66,500,000)
principal amount have heretofore been retired and
Thirty-three million five hundred thousand dollars
($33,500,000) principal amount are outstanding at the date
hereof;
(265-268) Bonds of 1981 Series AP Nos. 13-16 in the
principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date
hereof;
(269) Bonds of 1984 Series AP in the principal amount of
Two million four hundred thousand dollars ($2,400,000), all
of which are outstanding at the date hereof;
(270) Bonds of 1984 Series BP in the principal amount of
Seven million seven hundred fifty thousand dollars
($7,750,000), all of which are outstanding at the date
hereof;
(271) Bonds of 1986 Series A in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(272) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(273) Bonds of 1986 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(274) Bonds of 1987 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of
which are outstanding at the date hereof;
(275) Bonds of 1987 Series B in the principal amount of One
hundred seventy-five million dollars ($175,000,000), all of
which are outstanding at the date hereof;
(276) Bonds of 1987 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(277) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which
are outstanding at the date hereof;
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(278) Bonds of 1987 Series E in the principal amount of One
hundred fifty million dollars ($150,000,000), all of which
are outstanding at the date hereof;
(279) Bonds of 1987 Series F in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(280) Bonds of 1989 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of
which are outstanding at the date hereof;
(281) 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;
(282) 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 Twelve million five hundred
fifty-eight thousand dollars ($12,558,000) principal amount
have heretofore been retired and One hundred eighty-two
million ninety-one thousand dollars ($182,091,000)
principal amount are outstanding at the date hereof;
(283) 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 Nineteen million thirty-two
thousand dollars ($19,032,000) principal amount have
heretofore been retired and Two hundred thirty-seven
million nine hundred thousand dollars ($237,900,000)
principal amount are outstanding at the date hereof;
(284) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Six million eight
hundred thirty-eight thousand dollars ($6,838,000)
principal amount have heretofore been retired and
Seventy-eight million six hundred thirty-seven thousand
dollars ($78,637,000) principal amount are outstanding at
the date hereof;
(285) 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;
(286) 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;
(287) 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;
(288) 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;
(289) 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;
(290) 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; and
(291) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand
dollars ($20,975,000), all of which are outstanding at the
date hereof;
and, accordingly, of the bonds so issued, Four billion
sixty-five million nine hundred forty-three thousand
dollars ($4,065,943,000) principal amount are outstanding
at the date hereof; and
REASON FOR WHEREAS, The Economic Development Corporation of the
CREATION OF County of Monroe, Michigan has agreed to issue and sell
NEW SERIES. $66,000,000 principal amount of its Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992-AA, in order to provide
funds for the refunding of certain pollution control related
bonds previously issued to finance a pollution control
project of the Company; and
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WHEREAS, the Company has entered into a Loan Agreement,
dated as of March 24, 1992 with The Economic Development
Corporation of the County of Monroe, Michigan in connection
with the issuance of the Collateralized Series 1992-AA
Bonds, in order to refund certain pollution control
related bonds, and pursuant to such Loan Agreement the
Company has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture in order further to
secure its obligations under such Loan Agreement; and
WHEREAS, for such purposes the Company desires to issue a
new series of bonds to be issued under the Indenture and
to be authenticated and delivered pursuant to Section 8 of
Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
1992 SERIES AP. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 1992
Series AP"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes
ASSURANCE. in the property subject to the lien thereof all of the
estates and properties, real, personal and mixed,
rights, privileges and franchises of every nature and
kind and wheresoever situate, then or thereafter owned or
possessed by or belonging to the Company or to which it was
then or at any time thereafter might be entitled in law or
in equity (saving and excepting, however, the property
therein specifically excepted or released from the lien
thereof), and the Company therein covenanted that it would,
upon reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have been
done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises
INDENTURE. and of the covenants contained in the Indenture and of the
sum of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees
to and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
PART I.
CREATION OF TWO HUNDRED NINETY-FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES AP
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Certain terms SECTION 1. The Company hereby creates the Two hundred
of Bonds of Ninety-fifth series of bonds to be issued under and secured
1992 Series AP. by the Original Indenture as amended to date and as further
amended by this Supplemental Indenture, to be designated,
and to be distinguished from the bonds of all other
series, by the title "General and Refunding Mortgage Bonds,
1992 Series AP" (elsewhere herein referred to as the "bonds
of 1992 Series AP"). The aggregate principal amount of
bonds of 1992 Series AP shall be limited to Sixty-six
million dollars ($66,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Each bond of 1992 Series AP is to be irrevocably assigned
to, and registered in the name of, NBD Bank, N.A., as
trustee, or a successor trustee (said trustee or any
successor trustee being hereinafter referred to as the
"Monroe EDC Trust Indenture Trustee"), under the Trust
Indenture, dated as of March 24, 1992 (hereinafter called
the "Monroe EDC Trust Indenture"), between The Economic
Development Corporation of the County of Monroe, Michigan
(hereinafter called "Monroe EDC"), and the Monroe EDC Trust
Indenture Trustee, to secure payment of The Economic
Development Corporation of the County of Monroe, State of
Michigan Limited Obligation Refunding Revenue Bonds (The
Detroit Edison Company Project), Collateralized Series
1992-AA (hereinafter called the "Monroe EDC Revenue
Bonds"), issued by the Monroe EDC under the Monroe EDC
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 March 24,
1992 (hereinafter called the "Monroe EDC Agreement"),
between the Company and the Monroe EDC.
The bonds of 1992 Series AP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1992 Series AP shall be issued in the
aggregate principal amount of $66,000,000, shall mature on
September 1, 2022 and shall bear interest, payable
semi-annually on March 1 and September 1 of each year
(commencing September 1, 1992), at the rate of 6.95%, until
the principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
The bonds of 1992 Series 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 1992 Series AP shall be
payable, both as to principal and interest, at the office
or agency of the Company in the Borough of Manhattan, The
City and State of New York, in any coin or currency of the
United States of America which at the time of payment is
legal tender for public and private debts.
Except as provided herein, each bond of 1992 Series 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 1992 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 September 1, 1992, in which
case interest shall be payable from March 24, 1992.
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The bonds of 1992 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 1992 Series AP). Until bonds
of 1992 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 1992 Series AP in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1992 Series AP, if any, may be printed
and may be issued in authorized denominations in
substantially the form of definitive bonds of 1992 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 1992 Series AP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the Monroe EDC Trust
Indenture, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default under the
Monroe EDC Trust Indenture. Any such transfer shall be made
upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City
and State of New York, together with a written instrument
of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed by
the holder or by its duly authorized attorney. Bonds of
1992 Series AP shall in the same manner be exchangeable for
a like aggregate principal amount of bonds of 1992 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
1992 Series AP, during any period of ten days next
preceding any redemption date for such bonds.
Bonds of 1992 Series AP, in definitive and temporary
form, and of the 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 Monroe
EDC Agreement.
Upon payment of the principal or premium, if any, or
interest on the Monroe EDC Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise,
or upon provision for the payment thereof having been
made in accordance with Articles I or IV of the Monroe EDC
Trust Indenture, bonds of 1992 Series AP in a principal
amount equal to the principal amount of such Monroe EDC
Revenue Bonds, shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in
the case of the payment of principal and premium, if any,
such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1992 Series AP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal
1992 SERIES AP. amounts which correspond to the redemption dates for, and
the principal amounts to be redeemed of, the Monroe
EDC Revenue Bonds.
In the event the Company elects to redeem any Monroe EDC
Revenue Bonds prior to maturity in accordance with the
provisions of the Monroe EDC Trust Indenture, the Company
shall on the same date redeem bonds of 1992 Series AP in
principal amounts and at redemption prices corresponding to
the Monroe EDC Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of
bonds of 1992 Series AP on the same date as it gives notice
of redemption of Monroe EDC Revenue Bonds to the Monroe EDC
Trust Indenture Trustee.
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Redemption SECTION 3. In the event of an Event of Default
of Bonds of 1992 under the Monroe EDC Trust Indenture and the
Series AP in event acceleration of all Monroe EDC Revenue Bonds, the
of acceleration bonds of 1992 Series AP shall be redeemable in whole
of Monroe upon receipt by the Trustee of a written demand
Revenue Bonds. (hereinafter called a "Redemption Demand") from the
Monroe EDC Trust Indenture Trustee stating that there has
occurred under the Monroe EDC Trust Indenture both an
Event of Default and a declaration of acceleration of
payment of principal, accrued interest and premium, if any,
on the Monroe EDC Revenue Bonds, specifying the last date to
which interest on the Monroe EDC Revenue Bonds has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the
bonds of said series. The Trustee shall, within five days
after receiving such Redemption Demand, mail a copy thereof
to the Company marked to indicate the date of its receipt by
the Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date on
which it will redeem the bonds of said series so demanded to
be redeemed (hereinafter called the "Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption
Date shall be mailed by the Company to the Trustee at least
ten days prior to such Demand Redemption Date. The date to
be fixed by the Company as and for the Demand Redemption
Date may be any date up to and including the earlier of (x)
the 60th day after receipt by the Trustee of the Redemption
Demand or (y) the maturity date of such bonds first
occurring following the 20th day after the receipt by the
Trustee of the Redemption Demand; provided, however, that if
the Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day preceding
the earlier of such dates, the Demand Redemption Date shall
be deemed to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice being
hereinafter called the "Demand Redemption Notice") to the
Strategic Fund Trust Indenture Trustee not more than ten nor
less than five days prior to the Demand Redemption Date.
Each bond of 1992 Series AP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Monroe EDC Trust Indenture Trustee
to the Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual
Date to the Demand Redemption Date plus an amount equal to
the aggregate premium, if any, due and payable on such
Demand Redemption Date on all Monroe EDC Revenue Bonds;
provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 604 of the
Monroe EDC Trust Indenture, the Monroe EDC Trust Indenture
Trustee has terminated proceedings to enforce any right
under the Monroe EDC Trust Indenture, then any Redemption
Demand shall thereby be rescinded by the Monroe EDC Trust
Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if already given, shall be automatically
annulled; but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right
consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to take any
action pursuant to a Redemption Demand and such Redemption
Demand shall be of no force or effect, unless it is
executed in the name of the Monroe EDC Trust Indenture
Trustee by its President or one of its Vice Presidents.
11
9
Consent. SECTION 4. The holders of the bonds of 1992 Series
AP, by their acceptance of and holding thereof,
consent and agree that bonds of any series may be issued
which mature on a date or dates later than October 1, 2024
and also consent to the deletion from the first paragraph
of Section 5 of Article II of the Indenture of the phrase
"but in no event later than October 1, 2024". Such holders
further agree that (a) such consent shall, for all purposes
of Article XV of the Indenture and without further action
on the part of such holders, be deemed the affirmative vote
of such holders at any meeting called pursuant to said
Article XV for the purpose of approving such deletion, and
(b) such deletion shall become effective at such time as
not less than eighty-five per cent (85%) in principal
amount of bonds outstanding under the Indenture shall have
consented thereto substantially in the manner set forth in
this Section 4, or in writing, or by affirmative vote cast
at a meeting called pursuant to said Article XV, or by any
combination thereof.
FORM OF BONDS SECTION 5. The bonds of 1992 Series AP and the form of
OF 1992 SERIES AP. Trustee's Certificate to be endorsed on such bonds shall
be substantially in the following forms, respectively:
12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1992 SERIES AP, 6.95% DUE SEPTEMBER 1, 2022
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
March 24, 1992 between The Economic Development Corporation
of the County of Monroe, Michigan and NBD Bank, N.A., as
trustee, or, subject to compliance with applicable law, as
may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said
Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to NBD Bank, N.A.,
as trustee, or registered assigns, at the Company's office
or agency in the Borough of Manhattan, The City and State
of New York, the principal sum of dollars
($ ) in lawful money of the United States of America
on the date specified in the title hereof and interest
thereon at the rate specified in the title hereof, in like
lawful money, from March 24, 1992, and after the first
payment of interest on bonds of this Series has been made
or otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided for,
semi-annually on March 1 and September 1 of each year
(commencing September 1, 1992), 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 March 24, 1992
(hereinafter called the "Monroe EDC Trust Indenture"),
between The Economic Development Corporation of the County
of Monroe, Michigan (hereinafter called "Monroe EDC"), and
NBD Bank, N.A., as trustee (hereinafter called the "Monroe
EDC Trust Indenture Trustee"), the Monroe EDC has issued
Limited Obligation Refunding Revenue Bonds (The Detroit
Edison Company Project), Collateralized Series 1992-AA
(hereinafter called the "Monroe EDC Revenue Bonds"). This
bond was originally issued to the Monroe EDC and
simultaneously irrevocably assigned to the Monroe EDC Trust
Indenture Trustee so as to secure the payment of the Monroe
EDC Revenue Bonds. Payments of principal of, or premium, if
any, or interest on, Monroe EDC Revenue Bonds shall
constitute like payments on this bond as further provided
herein and in the supplemental indenture pursuant to which
this bond has been issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until Bankers Trust Company, the Trustee under the
Indenture hereinafter mentioned on the reverse hereof, or
its successor thereunder, shall have signed the form of
certificate endorsed hereon.
13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
has caused this instrument to be executed by its Chairman of
the Board and its Executive Vice President and Chief
Financial Officer, with their manual or facsimile
signatures, and its corporate seal, or a facsimile thereof,
to be impressed or imprinted hereon and the same to be
attested by its Secretary or an Assistant Secretary with his
or her manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ...........................
Chairman of the Board
...........................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1992 Series AP, limited
to an aggregate principal amount of $66,000,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other bonds of said series are issued and
to be issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization, improvement
or analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI of
said Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to Bankers Trust
Company, a corporation of the State of New York, as
Trustee, to which Indenture and all indentures supplemental
thereto (including the Supplemental Indenture dated as of
February 29, 1992) reference is hereby made for a
description of the properties and franchises mortgaged and
conveyed, the nature and extent of the security, the terms
and conditions upon which the bonds are issued and under
which additional bonds may be issued, and the rights of the
holders of the bonds and of the Trustee in respect of such
security (which Indenture and all indentures supplemental
thereto, including the Supplemental Indenture dated as of
February 29, 1992, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at
different rates and may otherwise vary as in said Indenture
provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of
any indenture supplemental thereto, may be modified or
altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in amount of the bonds then
outstanding, and, if the rights of one or more, but less
than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
amount of the series of bonds so to be affected (excluding
in every instance bonds disqualified from voting by reason
of the Company's interest therein as specified in the
Indenture); provided, however, that, without the consent of
the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment of
the principal of or the interest on this bond, which in
those respects is unconditional.
The holders of the bonds of 1992 Series AP, by their
acceptance of and holding thereof, consent and agree that
bonds of any series may be issued which mature on a date or
dates later than October 1, 2024 and also consent to the
deletion from the first paragraph of Section 5 of Article
II of the Indenture of the phrase "but in no event later
than October 1, 2024,". Such holders further agree that (a)
such consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented
thereto substantially in the manner set forth in Section 4
of Part I of the Supplemental Indenture dated as of
February 29, 1992, or in writing, or by affirmative vote
cast at a meeting called pursuant to said Article XV, or by
any combination thereof.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe EDC Trust Indenture Trustee
following the occurrence of an Event of Default under the
Monroe EDC Trust Indenture and the acceleration of the
principal of the Monroe EDC Revenue Bonds.
15
13
Under the Indenture, funds may be deposited with the
Trustee (which shall have become available for payment), in
advance of the redemption date of any of the bonds of 1992
Series 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.
Upon payment of the principal of, or premium, if any,
or interest on, the Monroe EDC Revenue Bonds, whether
at maturity or prior to maturity by redemption or otherwise
or upon provision for the payment thereof having been made
in accordance with Articles I or IV of the Monroe EDC Trust
Indenture, bonds of 1992 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 Monroe EDC Trust Indenture, or, subject
to compliance with applicable law, as may be involved in
the course of the exercise of rights and remedies
consequent upon an Event of Default under the Monroe EDC
Trust Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly
authorized in writing, on the books of the Company kept at
its office or agency in the Borough of Manhattan, The City
and State of New York, upon surrender and cancellation of
this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate
principal amount will be issued to the transferee in
exchange therefor, and this bond with others in like form
may in like manner be exchanged for one or more new bonds
of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture,
and upon payment, in any event, of the charges prescribed
in the Indenture.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for
any claim based hereon or otherwise in respect hereof or of
the Indenture, or of any indenture supplemental thereto,
against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the
Company, or of any predecessor or successor corporation,
either directly or through the Company or any such
predecessor or successor corporation, whether for amounts
unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise howsoever; all
such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived
and released by every holder or owner hereof, as more fully
provided in the Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947
Additional Provisions
September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951
and Additional Provisions
November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953
Additional Provisions and
Subject Properties
January 15, 1953(a)(b)............ Series L Bonds May 1, 1953
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
17
15
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series XX Xxxxx February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976..................... Series GGP Nos. 1-7 Bonds July 15, 1976
and Subject Properties
July 15, 1976..................... Series XX Xxxxx February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and Subject March 1, 1977
Properties
March 1, 1977..................... Series IIP Nos. 1-7 Bonds, June 15, 1977
Series JJP Nos. 1-7 Bonds,
Series KKP Nos. 1-7 Bonds
and Series LLP Nos. 1-7
Bonds
June 15, 1977..................... Series FFR No. 14 Bonds and July 1, 1977
Subject Properties
July 1, 1977...................... Series NNP Nos. 1-7 Bonds October 1, 1977
and Subject Properties
October 1, 1977................... Series GGP Nos. 8-22 Bonds June 1, 1978
and Series OOP Nos. 1-17
Bonds and Subject
Properties
18
16
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9 Bonds
and Subject Properties
October 15, 1978.................. Series XX Xxxxx March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
19
17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
------------------------------------------
(a) See Supplemental Indenture dated as of July 1, 1970 for
Interstate Commerce Commission filing and recordation
information.
(b) See Supplemental Indenture dated as of May 1, 1953 for
Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for
County of Genesee, Michigan recording and filing
information.
20
18
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as of
January 15, 1992 providing for the terms of bonds to be
issued thereunder of 1992 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 February 7, 1992
(Filing No. C564014), has been filed and recorded in the
Office of the Interstate Commerce Commission (Recordation
No. 5485-WWW) on February 5, 1992, and has been recorded as
a real estate mortgage in the offices of the respective
Register of Deeds of certain counties in the State of
Michigan, as follows:
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
Genesee........................ February 10, 1992 2713 324-347
Huron.......................... February 5, 1992 570 158-181
Xxxxxx......................... Filed and awaiting recording information
Lapeer......................... Filed and awaiting recording information
Lenawee........................ February 7, 1992 1187 472-495
Xxxxxxxxxx..................... February 6, 1992 1539 296-319
Macomb......................... February 5, 1992 5320 485-508
Xxxxx.......................... February 13, 1992 413 419-442
Monroe......................... February 5, 1992 1204 131-154
Oakland........................ February 7, 1992 12345 513-536
Sanilac........................ February 6, 1992 425 00-000
Xx. Clair...................... February 10, 1992 1023 790-813
Tuscola........................ February 6, 1992 621 698-721
Washtenaw...................... February 7, 1992 2582 212-235
Xxxxx.......................... February 5, 1992 25560 135-158
21
19
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of
OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, W,
FOR PAYMENT. XX, XX, XX, XXX Xxx. 0-0, XXX Nos. 1-14, GGP Nos. 1-22, HH,
IIP Nos. 1-6 and 8-15, JJP Nos. 1-6, KKP Nos. 1-6, LLP Nos.
1-15, NNP Nos. 1-21, OOP Nos. 1-10, QQP Nos. 1-16, TTP Nos.
1-15, XX, 0000 Series A, 1980 Series CP Nos. 1-25, 1980
Series DP Nos. 1-11, 1981 Series AP Nos. 1-12, 1985 Series
A, 1985 Series B, PP, RR, EE, MMP and MMP No. 2 which were
issued under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1,
1931, October 1, 1932, September 25, 1935, September 1,
1936, December 1, 1940, September 1, 1947, November 15,
1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15,
1955, August 15, 1957, December 15, 1970, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975,
February 1, 1976, June 15, 1976, July 15, 1976, October 1,
1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1,
1977, March 1, 1977, September 1, 1979, July 1, 1977, July
1, 1979, September 15, 1979, October 1, 1977, June 1, 1978,
October 1, 1977, July 1, 1979, January 1, 1980, August 15,
1980, November 1, 1981, May 1, 1985, May 15, 1985, June 1,
1978, October 15, 1978, December 15, 1975, February 15,
1977, and September 1, 1979 have matured or have been called
for redemption and funds sufficient for such payment or
redemption have been irrevocably deposited with the Trustee
for that purpose; and Certificates of Provision for Payment
have been recorded in the offices of the respective
Registers of Deeds of certain counties in the State of
Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos.
1-3, GGP Nos. 1 and 2, IIP Xx. 0, XXX Xx. 0, XXX Xx. 0, XXX
No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
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20
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND
BANKERS TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE
SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR
RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE
PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR
ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES
OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST
ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ X. X. XXXXXX
------------------------
X. X. Xxxxxx
Assistant Treasurer
EXECUTION. Attest:
/s/ XXXXX X. XXXXX
-------------------------------
Xxxxx X. Xxxxx
Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
/s/ XXXX X. XXXXXX
-------------------------------
Xxxx X. Xxxxxx
/s/ XXXXX X. XXXXXXX
-------------------------------
Xxxxx X. Xxxxxxx
(Corporate Seal)
BANKERS TRUST COMPANY,
By /s/ XXXXX X. XXXXXXX
------------------------
Xxxxx X. Xxxxxxx
Assistant Vice President
Attest:
/s/ XXXX X. XXXXXXX
-------------------------------
Xxxx X. Xxxxxxx
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ XXXX XXXXXX
-------------------------------
Xxxx Xxxxxx
/s/ XXXXXX XXXXXXX
-------------------------------
Xxxxxx Xxxxxxx
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21
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX
ACKNOWLEDGMENT On this 16th day of March, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. Xxxxx, in the State of Michigan, personally appeared X. X.
Xxxxxx, to me personally known, who, being by me duly
sworn, did say that he does business at 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000 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
X. X. Xxxxxx, acknowledged said instrument to be the free
act and deed of said corporation.
/s/ XXXXX X. XXXXXX
--------------------------------------
(Notarial Seal) Xxxxx X. Xxxxxx, Notary Public
Macomb County, MI
(Acting in Xxxxx County)
My Commission Expires August 23, 1993
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 12th day of March, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY TRUSTEE. Queens, in the State of New York, personally appeared
Xxxxx X. Xxxxxxx, to me personally known, who, being
by me duly sworn, did say that his business office is
located at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
he is Assistant Secretary 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
Xxxxx X. Xxxxxxx acknowledged said instrument to be the free
act and deed of said corporation.
(Notarial Seal)
/s/ XXXXXXXX XXXXXXX
--------------------------------------
Xxxxxxxx Xxxxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Certificate filed in New York County
Commission Expires Sept. 16, 1993
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22
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX
AFFIDAVIT AS TO X. X. Xxxxxx, 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/ X. X. XXXXXX
---------------------
X. X. Xxxxxx
Sworn to before me this 16th day of
March, 1992
/s/ XXXXX X. XXXXXX
--------------------------------------
Xxxxx X. Xxxxxx, Notary Public
Macomb County, MI
(Acting in Xxxxx County)
My Commission Expires August 23, 1993
(Notarial Seal)
This instrument was drafted by Xxxxxxx X. Xxxxxxx, Esq.,
0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
