1
EXHIBIT 4-25
EXECUTED IN ________ COUNTERPARTS
OF WHICH THIS IS COUNTERPART NO. ________ .
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 April 26, 1993
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SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) SECURED MEDIUM-TERM NOTES, 1993 SERIES G,
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
Indenture to be Amended and Bonds to be 1993 Series G..... 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
AMENDMENT OF ARTICLE II, SECTION 5
OF THE ORIGINAL INDENTURE
PART II.
CREATION OF THREE HUNDRED EIGHTH
SERIES OF BONDS
1993 SERIES G
Sec. 1. Terms of Bonds of 1993 Series G..................... 6
Sec. 2. Redemption of Bonds of 1993 Series G................ 7
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1993 Series G...................... 9
Form of Trustee's Certificate....................... 15
PART III.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 17
Recording and filing of Supplemental Indentures............. 17
Recording of Certificates of Provision for Payment.......... 21
PART IV.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 22
PART V.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 22
Execution in Counterparts................................... 22
Testimonium................................................. 23
Execution and Acknowledgements.............................. 23
Affidavit as to consideration and good faith................ 25
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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-sixth day of
April, in the year one thousand nine hundred and
ninety-three, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the
State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS
TRUST COMPANY, a corporation organized and existing under
the laws of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November
30, 1992, December 15, 1992, January 1, 1993, March 1, 1993,
March 15, 1993 and April 1, 1993 supplemental to the
Original Indenture, have heretofore been entered into
between the Company and the Trustee (the Original Indenture
and all indentures supplemental thereto together being
hereinafter sometimes referred to as the "Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall be
BONDS UNDER issuable in one or more series, and makes provision that the
INDENTURE. rates of interest and dates for the payment thereof, the
date of maturity or dates of maturity, if of serial
maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons
of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as
the Board of Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to the
Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Seven billion two
ISSUED. hundred seventy-two million two hundred eighty-two thousand
dollars ($7,272,282,000) 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,
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(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,
(99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(161-177) Bonds of Series QQP Nos. 1-17 -- Principal Amount $12,780,000,
(178-192) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(193) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(194-218) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(219-229) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(230-243) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000,
(244) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(245) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(246) Bonds of Series PP -- Principal Amount $70,000,000,
(247) Bonds of Series RR -- Principal Amount $70,000,000,
(248) Bonds of Series EE -- Principal Amount $50,000,000,
(249-250) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(251) Bonds of Series T -- Principal Amount $75,000,000,
(252) Bonds of Series U -- Principal Amount $75,000,000,
(253) Bonds of 1986 Series B -- Principal Amount
$100,000,000,
(254) Bonds of 1987 Series D -- Principal Amount
$250,000,000,
(255) Bonds of 1987 Series E -- Principal Amount
$150,000,000,
(256) Bonds of 1987 Series C -- Principal Amount
$225,000,000,
(257) Bonds of Series V -- Principal Amount $100,000,000
(258) Bonds of Series SS -- Principal Amount $150,000,000
(259) Bonds of 1980 Series B -- Principal Amount $100,000,000
(260) Bonds of 1986 Series C -- Principal Amount
$200,000,000,
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;
(261) 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;
(262) 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;
(263) 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;
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(264) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(265) 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;
(266-271) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred
ninety thousand dollars ($193,290,000), all of which are
outstanding at the date hereof;
(272-273) Bonds of Series QQP Nos. 18-19 in the principal
amount of Eight hundred seventy thousand dollars ($870,000),
all of which are outstanding at the date hereof;
(274-275) Bonds of 1981 Series AP Nos. 15-16 in the
principal amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the date
hereof;
(276) 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;
(277) 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;
(278) 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;
(279) 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;
(280) 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;
(281) Bonds of 1987 Series F in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(282) Bonds of 1989 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof;
(283) Bonds of 1989 Series BP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date
hereof;
(284) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Twenty-five million one
hundred sixteen thousand dollars ($25,116,000) principal
amount have heretofore been retired and One hundred
sixty-nine million five hundred thirty-three thousand
dollars ($169,533,000) principal amount are outstanding at
the date hereof;
(285) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which Thirty-eight million
sixty-four thousand dollars ($38,064,000) principal amount
have heretofore been retired and Two hundred eighteen
million eight hundred sixty-eight thousand dollars
($218,868,000) principal amount are outstanding at the date
hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Thirteen million six hundred
seventy-six thousand dollars ($13,676,000) principal amount
have heretofore been retired and Seventy-one million seven
hundred ninety-nine thousand dollars ($71,799,000) principal
amount are outstanding at the date hereof;
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(287) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(288) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(292) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(293) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(295) Bonds of 1992 Series D in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which
are outstanding at the date hereof;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), all of which are
outstanding at the date hereof; and
(302) Bonds of 1993 Series D in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(303) 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;
and, accordingly, of the bonds so issued, Four billion
thirty-eight million two hundred seventy-five thousand
dollars ($4,038,275,000) principal amount are outstanding at
the date hereof; and
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REASON FOR WHEREAS, the Company desires to provide funds to refund
CREATION OF or replace funds utilized by the Company for the purpose of
NEW SERIES. meeting (or replacing corporate funds utilized for such
purposes) debt and Preferred and Preference Stock refundings
(including optional redemptions) and for this purpose
desires to issue and sell a new series of bonds to be issued
under the Indenture in the aggregate principal amount of up
to Two hundred twenty-five million dollars ($225,000,000) to
be authenticated and delivered pursuant to Section 8 of
Article III of the Indenture; and
INDENTURE TO BE AMENDED WHEREAS, the Company desires by this Supplemental
AND BONDS TO BE 1993 Indenture to agree with the Trustee to amend the Indenture
SERIES G. and to create such new series of bonds, to be designated
"Secured Medium-Term Notes, 1993 Series G"; 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 OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. 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.
AMENDMENT OF ARTICLE II, SECTION 5
OF THE ORIGINAL INDENTURE
Eighty-five percent of the holders of all bonds
outstanding have consented to amend Article II, Section 5 of
the Indenture. Accordingly, the first paragraph of Article
II, Section 5 of the Indenture is hereby amended to read as
follows:
"SECTION 5. The bonds of each series other than the
said bonds of Series A shall be dated as of October 1,
1924 (except as herein otherwise provided with respect
to registered bonds without coupons), shall bear
interest at such rate, payable in such installments and
on such dates, shall mature on such date or dates,
shall be payable in gold coin of such standard, and may
be redeemable at the election of the Company before
maturity at such price or prices and upon such terms
and conditions, as shall be fixed and determined in
respect of such series by the Board of Directors of the
Company, and as shall be appropriately expressed in the
bonds of such series."
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PART II.
CREATION OF THREE HUNDRED EIGHTH
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
1993 SERIES G
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundred
OF 1993 SERIES G. eighth series of General and Refunding Mortgage Bonds to be
issued under and secured by the Original Indenture as
amended to date and as further amended by this Supplemental
Indenture, to be designated, and to be distinguished from
the bonds of all other series, by the title "Secured
Medium-Term Notes, 1993 Series G" (elsewhere herein referred
to as the "bonds of 1993 Series G"). The aggregate principal
amount of bonds of 1993 Series G, which shall be issued from
time to time, shall be limited to Two hundred twenty-five
million dollars ($225,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
The bonds of 1993 Series G shall be issued as registered
bonds without coupons in denominations of $1,000 and any
multiple thereof. Each bond of 1993 Series G shall mature on
such date not less than two years from date of issue, shall
bear interest at such rate or rates and have such other
terms and provisions not inconsistent with the Indenture as
may be set forth in a Certificate filed by the Company with
the Trustee referring to this Supplemental Indenture;
interest on bonds of 1993 Series G shall be payable
semi-annually on interest payment dates specified by the
Company and at maturity; and thereafter until the Company's
obligation with respect to the payment of said principal
shall have been discharged as provided in the Indenture.
Except as otherwise specifically provided in this
Supplemental Indenture, the principal of and interest on the
bonds of 1993 Series G shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City
of New York, The State of New York in any coin or currency
of the United States of America which at the time of payment
is legal tender for public and private debts. The interest
on bonds of 1993 Series G, whether in temporary or
definitive form, shall be payable without presentation of
such bonds and (subject to the provisions of this Section 1)
only to or upon the written order of the registered holders
thereof.
Each bond of 1993 Series G shall be dated the date of
its authentication.
The bonds of 1993 Series G in definitive form shall be,
at the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of
bonds of 1993 Series G). Until bonds of 1993 Series G in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 1993
Series G in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
G, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series G.
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Interest on any bond of 1993 Series G which is payable
on any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be specified by
the Company. If the Issue Date of the bonds of 1993 Series G
of a designated interest rate and maturity is after the
record date, such bonds shall bear interest from the Issue
Date but payment of interest shall commence on the second
interest payment date succeeding the Issue Date. "Issue
Date" with respect to bonds of 1993 Series G of a designated
interest rate and maturity shall mean the date of first
authentication of bonds of such designated interest rate and
maturity. If the Company shall default in the payment of the
interest due on any interest payment date on the principal
represented by any bond of 1993 Series G, such defaulted
interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular
record date by virtue of his having been such holder, and
such defaulted interest may be paid to the registered holder
of that bond (or any bond or bonds of 1993 Series G issued
upon transfer or exchange thereof) on the date of payment of
such defaulted interest or, at the election of the Company,
to the person in whose name that bond (or any bond or bonds
of 1993 Series G issued upon transfer or exchange thereof)
is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the
holders of bonds of 1993 Series G not less than ten (10)
days preceding such subsequent record date, which subsequent
record date shall be at least five (5) days prior to the
payment date of such defaulted interest.
REDEMPTION OF SECTION 2. The bonds of 1993 Series G may be redeemable
BONDS OF 1993 prior to stated maturity in the manner set forth in a
SERIES G. Certificate filed by the Company with the Trustee.
The bonds of 1993 Series G may be redeemable as
aforesaid and except as otherwise provided herein, and as
specified in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by
or on behalf of the Company at least thirty (30) days, but
not more than ninety (90) days, prior to the date fixed for
redemption to the registered holders of bonds of 1993 Series
G so called for redemption at their last respective
addresses appearing on the register thereof, but failure to
mail such notice to the registered holders of any bonds of
1993 Series G designated for redemption shall not affect the
validity of any such redemption of any other bonds of such
series. Interest shall cease to accrue on any bonds of 1993
Series G (or any portion thereof) so called for redemption
from and after the date fixed for redemption if payment
sufficient to redeem the bonds of 1993 Series G (or such
portion) designated for redemption has been duly provided
for. Bonds of 1993 Series G redeemed in part only shall be
in amounts of $1,000 or any multiple thereof.
If the giving of the notice of redemption shall have
been completed, or if provision satisfactory to the Trustee
for the giving of such notice shall have been made, and if
the Company shall have deposited with the Trustee in trust
funds (which shall have become available for payment to the
holders of the bonds of 1993 Series G so to be redeemed)
sufficient to redeem bonds of 1993 Series G in whole or in
part, on the date fixed for redemption, then all obligations
of the Company in respect of such bonds (or portions
thereof) so to be redeemed and interest due or to become due
thereon shall cease and be discharged and the holders of
such bonds of 1993 Series G (or portions thereof) shall
thereafter be restricted exclusively to such funds for any
and all claims of whatsoever nature on their part under the
Indenture or in respect of such bonds (or portions thereof)
and interest.
The bonds of 1993 Series G may be entitled to or subject
to any sinking fund specified in a Certificate filed by the
Company with the Trustee.
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EXCHANGE AND At the option of the registered holder, any bonds of
TRANSFER. 1993 Series G, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of
Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so
required by the Company or by the Trustee) in form approved
by the Company duly executed by the holder or by its duly
authorized attorney, shall be exchangeable for a like
aggregate principal amount of bonds of 1993 Series G subject
to the same terms and conditions of other authorized
denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the Indenture.
Bonds of 1993 Series G shall be transferable at the office
or agency of the Company in the Borough of Manhattan, The
City of New York, The State of New York. The Company waives
its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 1993 Series G
during any period of ten (10) days next preceding any
interest payment date for such bonds.
Bonds of 1993 Series G, in definitive and temporary
form, may bear such legends as may be necessary to comply
with any law or with any rules or regulations made pursuant
thereto or with the rules or regulations of any stock
exchange or to conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of bonds of the 1993 Series G
consent that the Company may, but shall not be obligated
to, fix a record date for the purpose of determining the
holders of bonds of 1993 Series G entitled to consent to any
amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their
duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver
or to revoke any consent previously given, whether or not
such persons continue to be holders after such record date.
No such consent shall be valid or effective for more than 90
days after such record date.
11
9
FORM OF SECTION 4. The bonds of 1993 Series G and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES G. substantially in the following forms, respectively:
[FORM OF BOND]
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
1993 Series G
Unless and until this Bond is exchanged in whole or in
part for certified Bonds registered in the names of the
various beneficial holders hereof as then certified to the
Trustee by The Depository Trust Company or its successor
(the "Depositary"), this Bond may not be transferred except
as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of
such successor Depositary. Unless this certificate is
presented by an authorized representative of the Depositary
to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depositary
and any amount payable thereunder is made payable to Cede &
Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.
This Bond may be exchanged for certificated Bonds
registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling
or unable to continue as depositary and a successor
depositary is not appointed by the issuer within 90 days, or
(b) the issuer, the Trustee and the Depositary consent to
such exchange.
If applicable, the "Amount of OID", the "Original Issue
Date", the "Yield to Maturity", and the "Short Accrual
Period OID" (computed under the Approximate Method) will be
set forth below. The calculation of the amount of OID upon
(a) optional redemption or (b) declaration of acceleration
is discussed herein.
12
10
R- $ CUSIP No. ________
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY OF
ISSUE DATE: DATE: MODIFIED PAYMENT UPON
ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION
PERCENTAGE: If yes, state Issue
INTEREST RATE: Price:
AMOUNT OF OID PER $1,000
INTEREST PAYMENT DATES: OF PRINCIPAL: APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE
INTEREST PAYMENT PERIOD: INCREASE:
RECORD DATES:
APPLICABILITY OF ANNUAL If yes, state each
REDEMPTION PERCENTAGE redemption date and
OPTIONAL REPAYMENT REDUCTION: redemption price:
DATE(S):
If yes, state Annual SHORT ACCRUAL PERIOD
Percentage Reduction: OID:
YIELD TO MATURITY:
SINKING FUND PROVISIONS:
AMORTIZATION SCHEDULE:
13
11
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Cede & Co. or
registered assigns, at its office or agency in the Borough
of Manhattan, The City and State of New York, the principal
sum specified above in lawful money of the United States of
America on the Maturity Date specified above, and to pay
interest thereon at the rate specified above, at such office
or agency, in like lawful money, from the Issue Date
specified above if the date of this bond is prior to the
first interest payment date, otherwise from the most recent
date to which interest has been paid, semi-annually on the
Interest Payment Dates specified above in each year, to the
person in whose name this bond is registered at the close of
business on the applicable Record Date specified above
(subject to certain exceptions provided in the Indenture
hereinafter mentioned), until the Company's obligation with
respect to payment of said principal shall have been
discharged, all as provided, to the extent and in the manner
specified in such Indenture hereinafter mentioned on the
reverse hereof and in the supplemental indenture pursuant to
which this bond has been issued. If the date of this bond
(if other than the Issue Date) is after a Record Date (as
specified above) with respect to any Interest Payment Date
and on or prior to such Interest Payment Date, then interest
shall be payable only from such Interest Payment Date. If
the Issue Date is after such Record Date, then interest
shall be payable from the Issue Date and payment of interest
shall commence on the second Interest Payment Date
succeeding the Issue Date. If the Company shall default in
the payment of interest due on any Interest Payment Date,
then interest shall be payable from the next preceding
Interest Payment Date to which interest has been paid, or,
if no interest has been paid, from the Issue Date.
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.
14
12
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as Secured Medium-Term Notes, 1993 Series
G (elsewhere herein referred to as the "bonds of 1993 Series
G"), limited to an aggregate principal amount of $225,000,000,
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 April 26, 1993)
reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent of
the security, the terms and conditions upon which the bonds are
issued and under which additional bonds may be issued, and the
rights of the holders of the bonds and of the Trustee in
respect of such security (which Indenture and all indentures
supplemental thereto, including the Supplemental Indenture
dated as of April 26, 1993, are hereinafter collectively called
the "Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series, which
may mature at different times, may bear interest at different
rates and may otherwise vary as in said Indenture provided.
With the consent of the Company and to the extent permitted by
and as provided in the Indenture, the rights and obligations of
the Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds then
outstanding are to be affected by the action proposed to be
taken, then also by affirmative vote of at least eighty-five
percent (85%) in principal amount of the series of bonds so to
be affected (excluding in every instance bonds disqualified
from voting by reason of the Company's interest therein as
specified in the Indenture); provided, however, that, without
the consent of the holder hereof, no such modification or
alteration shall, among other things, affect the terms of
payment of the principal of, or the interest on, this bond,
which in those respects is unconditional.
The holder of this bond of 1993 Series G hereby consents that
the Company may, but shall not be obligated to, fix a record
date for the purpose of determining the holders of bonds of
this series entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who were
holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.
This bond is subject to the redemption provisions specified
above.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 1993 Series G (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
This bond is entitled to or subject to the sinking fund
provisions specified above.
15
13
This bond will be subject to repayment at the option of the
holder hereof on the Optional Repayment Date(s), if any,
indicated on the face hereof. If no Optional Repayment Dates
are set forth on the face hereof, this bond shall not be so
repaid at the option of the holder hereof prior to maturity.
On any Optional Repayment Date, this bond shall be repayable
in whole or in part in increments of $1,000 (provided that
any remaining principal amount hereof shall not be less than
the minimum authorized denomination hereof) at the option of
the holder hereof at a repayment price equal to 100% of the
principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this bond to
be repaid in whole or in part at the option of the holder
hereof, this bond must be received, with the form entitled
"Option to Elect Repayment" below duly completed, by the
Trustee at its corporate trust office at 0 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, or such address which the Company shall
from time to time notify the holders of the bond, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. If specified above that this bond is
subject to (i) "Annual Redemption Percentage Reduction" or
(ii) "Annual Redemption Percentage Increase", then this bond
may be redeemed in whole or in part at the option of the
Company on or after the Initial Redemption Date specified on
the face hereof on the terms set forth above, together with
interest accrued and unpaid hereon to the date of redemption
(except as provided below). If this bond is subject to
"Annual Redemption Percentage Reduction", the Initial
Redemption Percentage indicated on the face hereof will be
reduced on each anniversary of the Initial Redemption Date
specified above by the Annual Percentage Reduction specified
on the face hereof until the redemption price of this bond
is 100% of the principal amount hereof. If this bond is
subject to "Annual Redemption Percentage Increase", the
amount of original issue discount allocable to such short
accrual period is the Amortized Amount. "Amortized Amount"
means the original issue discount amortized from the
Original Issue Date to the date of redemption or
declaration, as the case may be, which amortization shall be
calculated using the "constant yield method" (computed in
accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect
on the date of redemption or declaration, as the case may
be).
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued
thereunder may become or be declared due and payable, in the
manner, with the effect and subject to the conditions,
provided in the Indenture.
If specified above that this bond is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof
is declared to be due and payable as discussed in the
preceding paragraph, the amount of principal due and payable
with respect to this bond shall be limited to the sum of the
Issue Price specified above plus the Amortized Amount, (ii)
for the purpose of any vote of securityholders taken
pursuant to the Indenture prior to the acceleration of
payment of this bond, the principal amount hereof shall
equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this bond
were declared to be due and payable on the date of any such
vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Indenture following
the acceleration of payment of this bond, the principal
amount hereof shall equal the amount of principal due and
payable with respect to this bond, calculated as set forth
in clause (i) above.
This bond is transferable by the registered holder hereof,
in person or by his attorney duly authorized in writing, on
the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and, thereupon, a
new registered bond or bonds of the same series of
authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in
exchange herefor, and this bond with others of like form may
in like manner be exchanged for one or more new registered
bonds of the same series of other authorized denominations,
but of the same aggregate principal amount, all as provided
and upon the terms and conditions set forth in the
Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
16
14
No recourse shall be had for the payment of the principal
of, or the interest on, this bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture,
or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed on its behalf by its Chairman
of the Board and its Vice President and Treasurer, with
their manual or facsimile signatures, and its corporate
seal, or a facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Secretary or an
Assistant Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By
------------------------------
Chairman of the Board
------------------------------
[SEAL] Vice President and Treasurer
Attest:
-----------------------------------------------
Corporate Secretary
17
15
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
------------------------------------------------------------
(please insert social security or other identifying number
of assignee)
------------------------------------------------------------
------------------------------------------------------------
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does
hereby irrevocably constitute and appoint
------------------------------------------------------------
------------------------------------------------------------
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
------------------------------------------------
Notice: The signature to this assignment must correspond
with the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
18
16
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this bond (or portion
hereof specified below) pursuant to its terms at a price
equal to the principal amount hereof together with interest
to the applicable Optional Repayment Date, to the
undersigned, at
------------------------------------------------------------
------------------------------------------------------------
(please print or typewrite name and address of the
undersigned)
For this bond to be repaid, the Trustee must receive at 0
Xxxxxx Xx., Xxx Xxxx, Xxx Xxxx, or at such other place or
places of which the Company shall from time to time notify
the holder of this bond, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on
the face of this bond, this bond with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this bond is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the holder elects to have repaid
and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination of this
bond and shall be an integral multiple of $1,000 of the bond
to be issued to the holder for the portion of this bond not
being repaid (in the absence of any such specification, one
such bond will be issued for the portion not being repaid).
$
-----------------------------
Date
--------------------------
Notice: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of this
bond in every particular, without alteration or enlargement
or any change whatever.
19
17
PART III.
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
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
20
18
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series 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
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
21
19
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
22
20
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP Xx. 00 xxx 0000 Xxxxx 00, 0000
Xxxxxx XX Xx. 0
January 1, 1993................... 1993 Series C April 1, 1993
------------------------------------------
(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.
23
21
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of
OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, T, U,
FOR PAYMENT. V, W, AA, BB, CC, DDP Nos. 0-0, XXX Nos. 1-14, GGP Nos.
1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 0-00, XXX Xxx. 0-00, XX,
XXX Nos. 1-15, XX, 0000 Series A, 1980 Series B, 1980 Series
CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos.
1-14, 1985 Series A, 1985 Series B, PP, RR, EE, MMP, MMP Xx.
0, 0000 Xxxxxx X, 0000 Xxxxxx X, 0000 Series C, 1987 Series
D, and 1987 Series E which were issued under Supplemental
Indentures dated as of, respectively, June 1, 1925, August
1, 1927, February 1, 1931, October 1, 1932, September 25,
1935, September 1, 1936, December 1, 1940, September 1,
1947, November 15, 1951, January 15, 1953, May 1, 1953,
March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959,
December 1, 1969, July 1, 1970, December 15, 1970, May 1,
1974, October 1, 1974, January 15, 1975, November 1, 1975,
February 1, 1976, June 15, 1976, July 15, 1976, October 1,
1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1,
1977, March 1, 1977, March 15, 1979, 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, April 1, 1980, August 15, 1980, November 1, 1981, May
1, 1985, May 15, 1985, June 1, 1978, October 15, 1978,
December 15, 1975, February 15, 1977, September 1, 1979,
August 15, 1986, November 30, 1986, April 1, 1987 and August
15, 1987 have matured or have been called for redemption and
funds sufficient for such payment or redemption have been
irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP Xx. 0, XXX
Xx. 0, XXX Xx. 0, XXX Xx. 0 and GGP No. 8.
24
22
PART IV.
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 V.
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.
25
23
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 _________________
X. X. Xxxxxx
Assistant Treasurer
EXECUTION. Attest:
__________________________
Xxxxxx X. Xxxxxxx
Assistant Corporate Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
_____________________
Xxxx X. Xxxxxx
________________________
Xxxxxxx X. Xxxxx
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX
ACKNOWLEDGMENT On this 23rd day of April, 1993, before me, the subscriber,
OF EXECUTION a Notary Public within and for the County of Xxxxx, in the
BY COMPANY. 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.
______________________
(Notarial Seal) Xxxxx X. Xxxxxx, Notary Public
Macomb County, MI
(Acting in Xxxxx County)
My Commission Expires August 23, 1993
26
BANKERS TRUST COMPANY,
(Corporate Seal) By __________________
X. X. Xxxxxx
Vice President
Attest:
______________________
Xxxxxx Xxxxxx
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
__________________
Xxxx Xxxxxx
__________________________
Xxxxxx Xxxxxxxx
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 23rd day of April, 1993, before me, the subscriber,
OF EXECUTION a Notary Public within and for the County of Queens, in the
BY TRUSTEE. State of New York, personally appeared X. X. Xxxxxx, 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 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 X. X. Xxxxxx acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
_________________________
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
27
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.
_________________
X. X. Xxxxxx
Sworn to before me this 23rd day of
April, 1993
______________________
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