INDENTURE
DATED AS OF SEPTEMBER 15, 2001
------------------------
THE DETROIT EDISON COMPANY
(0000 0XX XXXXXX,
XXXXXXX, XXXXXXXX 48226)
TO
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(14 XXXX XXXXXX,
XXX XXXX, XXX XXXX 00000)
AS TRUSTEE
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES D
AND GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES E
AND
(B) RECORDING AND FILING DATA.
TABLE OF CONTENTS*
PAGE
----
PARTIES.........................................................................................1
RECITALS........................................................................................1
Original Indenture and Supplementals...................................................1
Issue of Bonds Under Indenture.........................................................2
Bonds Heretofore Issued................................................................2
Reason for Creation of New Series.....................................................12
Bonds to be 2001 Series D and 2001 Series E...........................................12
Further Assurance.....................................................................12
Authorization of Supplemental Indenture...............................................13
Consideration for Supplemental Indenture..............................................13
PART I. CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2001 SERIES D..................................................................13
Sec. 1. Terms of Bonds of 2001 Series D.............................................13
Release.....................................................................13
Sec. 2. Redemption of Bonds of 2001 Series D........................................13
Sec. 3. Redemption of Bonds of 2001 Series D in event of acceleration of Notes......13
Sec. 4. Form of Bonds of 2001 Series D..............................................13
Form of Trustee's Certificate...............................................13
PART II. CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2001 SERIES E..................................................................13
Sec. 1. Terms of Bonds of 2001 Series E.............................................13
Release.....................................................................13
Sec. 2. Redemption of Bonds of 2001 Series E........................................13
Sec. 3. Redemption of Bonds of 2001 Series E in event of acceleration of Notes......13
Sec. 4. Form of Bonds of 2001 Series E..............................................13
Form of Trustee's Certificate...............................................13
PART III. RECORDING AND FILING DATA............................................................13
Recording and Filing of Original Indenture............................................13
Recording and Filing of Supplemental Indentures.......................................13
Recording of Certificates of Provision for Payment....................................13
PART IV. THE TRUSTEE...........................................................................13
Terms and Conditions of Acceptance of Trust by Trustee................................13
PART V. MISCELLANEOUS..........................................................................13
Confirmation of Section 318(c) of Trust Indenture Act.................................13
Execution in Counterparts.............................................................13
Testimonium...........................................................................13
Execution.............................................................................13
Acknowledgment of Execution by Company................................................13
Acknowledgment of Execution by Trustee................................................13
Affidavit as to Consideration and Good Faith..........................................13
------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
ii
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 15th day
of September, in the year 2001, between THE
DETROIT EDISON COMPANY, a corporation organized
and existing under the laws of the State of
Michigan and a public utility (hereinafter called
the "Company"), party of the first part, and
First Chicago Trust Company of New York, a trust
company organized and existing under the laws of
the State of New York, having its corporate trust
office at 00 Xxxx Xxxxxx, in the Borough of
Manhattan, The City and State of New York, as
successor Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called
the "Trustee"), party of the second part.
ORIGINAL INDENTURE AND WHEREAS, the Company has heretofore executed and
SUPPLEMENTALS. delivered its Mortgage and Deed of Trust
(hereinafter referred to as the "Original
Indenture"), dated as of October 1, 1924, to the
Trustee, for the security of all bonds of the
Company outstanding thereunder, and pursuant to
the terms and provisions of the Original
Indenture, indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25,
1935, September 1, 1936, November 1, 1936,
February 1, 1940, December 1, 1940, September 1,
1947, March 1, 1950, November 15, 1951, January
15, 1953, May 1, 1953, March 15, 1954, May 15,
1955, August 15, 1957, June 1, 1959, December 1,
1966, October 1, 1968, December 1, 1969, July 1,
1970, December 15, 1970, June 15, 1971, November
15, 1971, January 15, 1973, May 1, 1974, October
1, 1974, January 15, 1975, November 1, 1975,
December 15, 1975, February 1, 1976, June 15,
1976, July 15, 1976, February 15, 1977, March 1,
1977, June 15, 1977, July 1, 1977, October 1,
1977, June 1, 1978, October 15, 1978, March 15,
1979, July 1, 1979, September 1, 1979, September
15, 1979, January 1, 1980, April 1, 1980, August
15, 1980, August 1, 1981, November 1, 1981, June
30, 1982, August 15, 1982, June 1, 1983, October
1, 1984, May 1, 1985, May 15, 1985, October 15,
1985, April 1, 1986, August 15, 1986, November
30, 1986, January 31, 1987,
April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1,
1989, February 15, 1990, November 1, 1990, April
1, 1991, May 1, 1991, May 15, 1991, September 1,
1991, November 1, 1991, January 15, 1992,
February 29, 1992, April 15, 1992, July 15, 1992,
July 31, 1992, November 30, 1992, December 15,
1992, January 1, 1993, March 1, 1993, March 15,
1993, April 1, 1993, April 26, 1993, May 31,
1993, June 30, 1993, June 30, 1993, September 15,
1993, March 1, 1994, June 15, 1994, August 15,
1994, December 1, 1994, August 1, 1995, August 1,
1999, August 15, 1999 and January 1, 2000, April
15, 2000, August 1, 2000, March 15, 2001, May 1,
2001 and August 15, 2001 supplemental to the
Original Indenture, have heretofore been entered
into between the Company and the Trustee (the
Original Indenture and all indentures
supplemental thereto together being hereinafter
sometimes referred to as the "Indenture"); and
ISSUE OF BONDS WHEREAS, the Indenture provides that said bonds
UNDER INDENTURE. shall be issuable in one or more series, and
makes provision that the rates of interest and
dates for the payment thereof, the date of
maturity or dates of maturity, if of serial
maturity, the terms and rates of optional
redemption (if redeemable), the forms of
registered bonds without coupons of any series
and any other provisions and agreements in
respect thereof, in the Indenture provided and
permitted, as the Board of Directors may
determine, may be expressed in a supplemental
indenture to be made by the Company to the
Trustee thereunder; and
BONDS HERETOFORE ISSUED. WHEREAS, bonds in the principal amount of Nine
billion two hundred thirty-six million three
hundred seventy-two thousand dollars
($9,236,372,000) have heretofore been issued
under the indenture as follows, viz:
2
(1) Bonds of -- Principal Amount $26,016,000,
Series A
(2) Bonds of -- Principal Amount $23,000,000,
Series B
(3) Bonds of -- Principal Amount $20,000,000,
Series C
(4) Bonds of -- Principal Amount $50,000,000,
Series D
(5) Bonds of -- Principal Amount $15,000,000,
Series E
(6) Bonds of -- Principal Amount $49,000,000,
Series F
(7) Bonds of -- Principal Amount $35,000,000,
Series G
(8) Bonds of -- Principal Amount $50,000,000,
Series H
(9) Bonds of -- Principal Amount $60,000,000,
Series I
(10) Bonds of -- Principal Amount $35,000,000,
Series J
(11) Bonds of -- Principal Amount $40,000,000,
Series K
(12) Bonds of -- Principal Amount $24,000,000,
Series L
(13) Bonds of -- Principal Amount $40,000,000,
Series M
(14) Bonds of -- Principal Amount $40,000,000,
Series N
(15) Bonds of -- Principal Amount $60,000,000,
Series O
(16) Bonds of -- Principal Amount $70,000,000,
Series P
(17) Bonds of -- Principal Amount $40,000,000,
Series Q
(18) Bonds of -- Principal Amount $50,000,000,
Series W
(19) Bonds of -- Principal Amount $100,000,000,
Series AA
(20) Bonds of -- Principal Amount $50,000,000,
Series BB
(21) Bonds of -- Principal Amount $50,000,000,
Series CC
(22) Bonds of -- Principal Amount $100,000,000,
Series UU
(23-31) Bonds of -- Principal Amount $14,305,000,
Series DDP
Nos. 1-9
(32-45) Bonds of -- Principal Amount $45,600,000,
Series FFR
3
Nos. 1-14
(46-67) Bonds of -- Principal Amount $42,300,000,
Series GGP
Nos. 1-22
(68) Bonds of -- Principal Amount $50,000,000,
Series HH
(69-90) Bonds of -- Principal Amount $3,750,000,
Series IIP
Nos. 1-22
(91-98) Bonds of -- Principal Amount $6,850,000,
Series JJP
Nos. 1-8
(99-107) Bonds of -- Principal Amount $34,890,000,
Series KKP
Nos. 1-9
(108-122) Bonds of -- Principal Amount $8,850,000,
Series LLP
Nos. 1-15
(123-143) Bonds of -- Principal Amount $47,950,000,
Series NNP
Nos. 1-21
(144-161) Bonds of -- Principal Amount $18,880,000,
Series OOP
Nos. 1-18
(162-180) Bonds of -- Principal Amount $13,650,000,
Series QQP
Nos. 1-19
(181-195) Bonds of -- Principal Amount $3,800,000,
Series TTP
Nos. 1-15
(196) Bonds of 1980 -- Principal Amount $50,000,000,
Series A
(197-221) Bonds of 1980 -- Principal Amount $35,000,000,
Series CP
Nos. 1-25
(222-232) Bonds of 1980 -- Principal Amount $10,750,000,
Series DP
Nos. 1-11
(233-248) Bonds of 1981 -- Principal Amount $124,000,000,
Series AP
Nos. 1-16
(249) Bonds of 1985 -- Principal Amount $35,000,000,
Series A
(250) Bonds of 1985 -- Principal Amount $50,000,000,
4
Series B
(251) Bonds of -- Principal Amount $70,000,000,
Series PP
(252) Bonds of -- Principal Amount $70,000,000,
Series RR
(253) Bonds of -- Principal Amount $50,000,000,
Series EE
(254-255) Bonds of -- Principal Amount $5,430,000,
Series MMP and
MMP No. 2
(256) Bonds of -- Principal Amount $75,000,000,
Series T
(257) Bonds of -- Principal Amount $75,000,000,
Series U
(258) Bonds of 1986 -- Principal Amount $100,000,000,
Series B
(259) Bonds of 1987 -- Principal Amount $250,000,000,
Series D
(260) Bonds of 1987 -- Principal Amount $150,000,000,
Series E
(261) Bonds of 1987 -- Principal Amount $225,000,000,
Series C
(262) Bonds of -- Principal Amount $100,000,000,
Series V
(263) Bonds of -- Principal Amount $150,000,000,
Series SS
(264) Bonds of 1980 -- Principal Amount $100,000,000,
Series B
(265) Bonds of 1986 -- Principal Amount $200,000,000,
Series C
(266) Bonds of 1986 -- Principal Amount $200,000,000,
Series A
(267) Bonds of 1987 -- Principal Amount $175,000,000,
Series B
(268) Bonds of -- Principal Amount $100,000,000,
Series X
(269) Bonds of 1987 -- Principal Amount $200,000,000,
Series F
5
(270) Bonds of 1987 -- Principal Amount $300,000,000,
Series A
(271) Bonds of -- Principal Amount $60,000,000,
Series Y
(272) Bonds of -- Principal Amount $100,000,000,
Series Z
(273) Bonds of 1989 -- Principal Amount $300,000,000,
Series A
(274) Bonds of 1984 -- Principal Amount $2,400,000,
Series AP
(275) Bonds of 1984 -- Principal Amount $7,750,000,
Series BP
(276) Bonds of -- Principal Amount $100,000,000,
Series R
(277) Bonds of -- Principal Amount $150,000,000,
Series S
(278) Bonds of 1993 -- Principal Amount $100,000,000,
Series D
(279) Bonds of 1992 -- Principal Amount $50,000,000,
Series E
(280) Bonds of 1993 -- Principal Amount $50,000,000,
Series B
(281) Bonds of 1989 -- Principal Amount $66,565,000,
Series BP
(282) Bonds of 1990 -- Principal Amount $194,649,000
Series A
(283) Bonds of 1993 -- Principal Amount $225,000,000
Series G
(284) Bonds of 1993 -- Principal Amount $160,000,000
Series K
(285) Bonds of 1991 -- Principal Amount $41,480,000
Series EP
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
6
been deposited with the Trustee as a special trust
fund to be applied for such purpose;
(286-291) Bonds of Series KKP Nos. 10-15 in the
principal amount of One hundred seventy-nine million
five hundred ninety thousand dollars ($179,590,000),
of which Ninety million four hundred ninety thousand
dollars ($90,490,000) principal amount have
heretofore been retired and eighty-nine million one
hundred thousand dollars ($89,100,000) principal
amount are outstanding at the date hereof;
(292) 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
One hundred fourteen million one hundred ninety-two
thousand dollars ($114,192,000) principal amount have
heretofore been retired and One hundred forty-two
million seven hundred forty thousand dollars
($142,740,000) principal amount are outstanding at
the date hereof;
(293) Bonds of 1990 Series C in the principal amount
of Eighty-five million four hundred seventy-five
thousand dollars ($85,475,000) of which Forty-one
million twenty-eight thousand dollars ($41,028,000)
principal amount have heretofore been retired and
Forty-four million four hundred forty-seven thousand
dollars ($44,447,000) principal amount are
outstanding at the date hereof;
(294) 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;
(295) 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;
(296) Bonds of 1991 Series CP in the principal amount
of Thirty-two million eight hundred thousand dollars
7
($32,800,000), all of which are outstanding at the
date hereof;
(297) 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;
(298) 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;
(299) 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;
(300) 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;
(301) Bonds of 1992 Series D in the principal amount
of Three hundred million dollars ($300,000,000), of
which One hundred thirty million four hundred
ninety-five thousand dollars ($130,495,000) principal
amount have heretofore been retired and One hundred
sixty-nine million five hundred and five thousand
($169,505,000) principal amount are outstanding at
the date hereof;
(302) 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;
(303) 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;
8
(304) Bonds of 1993 Series C in the principal amount
of Two hundred twenty-five million dollars
($225,000,000), of which Eighty-one million six
hundred thousand dollars ($81,600,000,000) principal
amount have heretofore been retired and One hundred
forty-three million four hundred thousand dollars
($143,400,000) principal amount are outstanding at
the date hereof;
(305) Bonds of 1993 Series E in the principal amount
of Four hundred million dollars ($400,000,000), of
which Two hundred twenty-nine million six hundred
twenty-five thousand dollars ($229,625,000) principal
amount have heretofore been retired and One hundred
seventy million three hundred seventy-five thousand
dollars ($170,375,000) principal amount are
outstanding at the date hereof;
(306) 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;
(307) Bonds of 1993 Series J in the principal amount
of Three hundred million dollars ($300,000,000), of
which One hundred twenty-two million three hundred
ninety-five thousand dollars ($122,395,000) principal
amount have heretofore been retired and One hundred
seventy-seven million six hundred and five thousand
dollars ($177,605,000) principal amount are
outstanding at the date hereof;
(308) Bonds of 1993 Series IP in the principal amount
of Five million eight hundred twenty-five thousand
dollars ($5,825,000), all of which are outstanding at
the date hereof;
(309) Bonds of 1993 Series AP in the principal amount
of Sixty-five million dollars ($65,000,000), all of
which are outstanding at the date hereof;
(310) Bonds of 1993 Series H in the principal amount
of
9
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(311) Bonds of 1994 Series AP in the principal amount
of Seven million five hundred thirty-five thousand
dollars ($7,535,000), all of which are outstanding at
the date hereof;
(312) Bonds of 1994 Series BP in the principal amount
of Twelve million nine hundred thirty-five thousand
dollars ($12,935,000), all of which are outstanding
at the date hereof;
(313) Bonds of 1994 Series C in the principal amount
of Two hundred million dollars ($200,000,000), of
which One hundred million dollars ($100,000,000)
principal amount have heretofore been retired and One
hundred million dollars ($100,000,000) principal
amount are outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount
of Twenty-three million seven hundred thousand
dollars ($23,700,000), all of which are outstanding
at the date hereof;
(315) Bonds of 1995 Series AP in the principal amount
of Ninety-seven million dollars ($97,000,000), all of
which are outstanding at the date hereof;
(316) Bonds of 1995 Series BP in the principal amount
of Twenty-two million, one hundred seventy-five
thousand dollars ($22,175,000), all of which are
outstanding at the date hereof;
(317) Bonds of 1999 Series AP in the principal amount
of One hundred eighteen million three hundred sixty
thousand dollars ($118,360,000), all of which are
outstanding at the date hereof;
10
(318) Bonds of 1999 Series BP in the principal amount
of Thirty-nine million seven hundred forty-five
thousand dollars ($39,745,000), all of which are
outstanding of the date hereof;
(319) Bonds of 1999 Series CP 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;
(320) Bonds of 1999 Series D in the principal amount
of Forty million dollars ($40,000,000), all of which
are outstanding at the date hereof;
(321) Bonds of 2000 Series A in the principal amount
of Two Hundred Twenty million dollars ($220,000,000)
of which Fifty-eight million eight hundred twenty
thousand dollars ($58,820,000) principal amount have
heretofore been retired and One hundred sixty-one
million one hundred eighty thousand dollars
($161,180,000) principal amount are outstanding at
the date hereof;
(322) Bonds of 2000 Series B in the principal amount
of Fifty million seven hundred forty-five thousand
dollars ($50,745,000), all of which are outstanding
at the date hereof;
(323) Bonds of 2001 Series AP in the principal amount
of Thirty-one million ($31,000,000), all of which are
outstanding at the date hereof;
(324) Bonds of 2001 Series BP in the principal amount
of Eighty-two million three hundred fifty thousand
($82,350,000) all of which are outstanding at the
date hereof;
(325) Bonds of 2001 Series CP in the principal amount
of One hundred thirty-nine million eight hundred
fifty-five thousand dollars ($139,855,000) all of
which are outstanding at the date hereof; and
11
accordingly, the Company has issued and has presently
outstanding Two billion four hundred forty-one
million eight hundred sixty-two thousand dollars
($2,441,862,000) aggregate principal amount of its
General and Refunding Mortgage Bonds (the "Bonds") at
the date hereof; and
REASON FOR CREATION WHEREAS, the Company intends to issue the series of
OF NEW SERIES. Notes under the Note Indenture herein referred to,
and, pursuant to the Note Indenture, the Company has
agreed to issue its General and Refunding Mortgage
Bonds under the Indenture in order further to secure
its obligations with respect to the Notes; and
BONDS TO BE 2001 WHEREAS, for such purpose the Company desires by this
SERIES D AND 2001 Supplemental Indenture to create two new series of
SERIES X. xxxxx, to be designated "General and Refunding
Mortgage Bonds, 2001 Series D" and "General and
Refunding Mortgage Bonds, 2001 Series E",
respectively, in the aggregate principal amount of
Two Hundred million dollars ($200,000,000) and Five
Hundred million dollars ($500,000,000), respectively,
to be authenticated and delivered pursuant to Section
8 of Article III of the Indenture; and
FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms,
includes in the property subject to the lien thereof
all of the estates and properties, real, personal and
mixed, rights, privileges and franchises of every
nature and kind and wheresoever situate, then or
thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time
thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien
thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver
such further instruments as may be necessary or
proper for the better assuring and confirming unto
the Trustee all or any part of the trust estate,
whether then or thereafter owned or acquired by the
Company (saving and excepting, however, property
specifically excepted or released from the lien
thereof);
12
and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers
SUPPLEMENTAL and authority conferred upon and reserved to it under
INDENTURE. and by virtue of the provisions of the Indenture, and
pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in
the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have
been done, performed and fulfilled, and the execution
and delivery hereof have been in all respects duly
authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
SUPPLEMENTAL Detroit Edison Company, in consideration of the
INDENTURE. premises and of the covenants contained in the
Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it duly paid
by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is
hereby acknowledged, hereby covenants and agrees to
and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
PART I.
CREATION OF THREE HUNDRED TWENTY-NINTH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES D
TERMS OF BONDS OF SECTION 1. The Company hereby creates the
2001 SERIES D. three hundred twenty-ninth series of bonds to be
issued under and secured by the Original Indenture as
amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be
distinguished from the bonds of all other series, by
the title "General and Refunding Mortgage Bonds, 2001
Series D" (elsewhere herein referred to as the "bonds
of 2001
13
Series D"). The aggregate principal amount of bonds
of 2001 Series D shall be limited to Two hundred
million dollars ($200,000,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements
of bonds, and except further that the Company may,
without the consent of the holders of the bonds of
2001 Series D, "reopen" the bonds of 2001 Series D so
as to increase the aggregate principal amount
outstanding to equal the aggregate principal amount
of Notes outstanding upon a "reopening" of such
series, so long as any additional bonds of 2001
Series D have the same tenor and terms as the bonds
of 2001 Series D established hereby.
Subject to the release provisions set forth
below, each bond of 2001 Series D is to be
irrevocably assigned to, and registered in the name
of, Bank One Trust Company, National Association, as
trustee, or a successor trustee (said trustee or any
successor trustee being hereinafter referred to as
the "Note Indenture Trustee"), under the collateral
trust indenture, dated as of June 30, 1993 (the "Note
Indenture"), as supplemented, between the Note
Indenture Trustee and the Company, to secure payment
of the Company's 5.050% Senior Notes due 2005 (for
purposes of this Part, the "Notes").
The bonds of 2001 Series D shall be issued
as registered bonds without coupons in denominations
of a multiple of $1,000. The bonds of 2001 Series D
shall be issued in the aggregate principal amount of
$200,000,000, shall mature on October 1, 2005
(subject to earlier redemption or release) and shall
bear interest at the rate of 5.050% per annum,
payable semiannually in arrears on April 1 and
October 1 of each year (commencing April 1, 2002),
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 2001 Series D shall be payable
as to
14
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 2001 Series D
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 2001
Series D shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the April 1 or
October 1 next preceding the date thereof to which
interest has been paid on bonds of 2001 Series D,
unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall
be payable from the date of authentication, or unless
the date of authentication is prior to April 1, 2002,
in which case interest shall be payable from October
10, 2001.
The bonds of 2001 Series D in definitive
form shall be, at the election of the Company, fully
engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1
and upwards (with such further designation as may be
appropriate and desirable to indicate by such
designation the form, series and denomination of
bonds of 2001 Series D). Until bonds of 2001 Series D
in definitive form are ready for delivery, the
Company may execute, and upon its request in writing
the Trustee shall authenticate and deliver in lieu
thereof, bonds of 2001 Series D in temporary form, as
provided in Section 10 of Article II of the
Indenture. Temporary bonds of 2001 Series D, if any,
may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of 2001 Series D, but without a recital of
redemption prices and with such omissions, insertions
and variations as may be appropriate for temporary
bonds, all as may be
15
determined by the Company.
Interest on any bond of 2001 Series D which
is payable on any interest payment date and is
punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous
bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be the
fifteenth calendar day (whether or not a business
day) next preceding such interest payment date. If
the Company shall default in the payment of the
interest due on any interest payment date on the
principal represented by any bond of 2001 Series D,
such defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any
bond or bonds of 2001 Series D issued upon transfer
or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the
Company, to the person in whose name that bond (or
any bond or bonds of 2001 Series D issued upon
transfer or exchange thereof) is registered on a
subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of
bonds of 2001 Series D not less than ten (10) days
preceding such subsequent record date, which
subsequent record date shall be at least five (5)
days prior to the payment date of such defaulted
interest.
Bonds of 2001 Series D shall not be
assignable or transferable except as may be set forth
under Section 405 of the Note Indenture or in the
supplemental indenture relating to the Notes, 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 Note 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
16
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 2001
Series D shall in the same manner be exchangeable for
a like aggregate principal amount of bonds of 2001
Series D 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 2001 Series D
during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 2001 Series D, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be
specified in the Note Indenture.
Upon payment of the principal or premium, if
any, or interest on the Notes, whether at maturity or
prior to maturity by redemption or otherwise, or upon
provision for the payment thereof having been made in
accordance with Article V of the Note Indenture,
bonds of 2001 Series D in a principal amount equal to
the principal amount of such Notes, 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.
RELEASE From and after the Release Date (as defined
in the Note Indenture), the bonds of 2001 Series D
shall be deemed fully paid, satisfied and discharged
and the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2001
Series D shall be surrendered to and canceled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
17
bonds of 2001 Series D to be less than the then
outstanding principal amount of the Notes.
REDEMPTION OF SECTION 2. Bonds of 2001 Series D shall be
BONDS OF 2001 SERIES redeemed on the respective dates and in the
D. respective principal amounts which correspond to the
redemption dates for, and the principal amounts to be
redeemed of, the Notes.
In the event the Company elects to redeem
any Notes prior to maturity in accordance with the
provisions of the Note Indenture, the Company shall
on the same date redeem bonds of 2001 Series D in
principal amounts and at redemption prices
corresponding to the Notes so redeemed. The Company
agrees to give the Trustee notice of any such
redemption of bonds of 2001 Series D on the same date
as it gives notice of redemption of Notes to the Note
Indenture Trustee.
REDEMPTION OF SECTION 3. In the event of an Event of
BONDS OF 2001 SERIES Default under the Note Indenture and the acceleration
D IN EVENT OF of all Notes, the bonds of 2001 Series D shall be
ACCELERATION OF redeemable in whole upon receipt by the Trustee of a
NOTES. written demand (hereinafter called a "Redemption
Demand") from the Note Indenture Trustee stating that
there has occurred under the Note Indenture both an
Event of Default and a declaration of acceleration of
payment of principal, accrued interest and premium,
if any, on the Notes, specifying the last date to
which interest on the Notes 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
18
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 Note Indenture Trustee not
more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 2001 Series D shall be redeemed
by the Company on the Demand Redemption Date
therefore upon surrender thereof by the Note
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 Notes; provided,
however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 602 of
the Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any right under the
Note Indenture, then any Redemption Demand shall
thereby be rescinded by the Note 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
19
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 Note
Indenture Trustee by its President or one of its Vice
Presidents.
FORM OF BONDS OF SECTION 4. The bonds of 2001 Series D and
2001 SERIES D. the form of Trustee's Certificate to be endorsed on
such bonds shall be substantially in the following
forms, respectively:
20
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2001 SERIES D
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
Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as of
October 10, 2001, between The Detroit Edison Company
and Bank One Trust Company, National Association, as
Note 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 Indenture.
$_______ No.______
THE DETROIT EDISON COMPANY (hereinafter
called the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay
to Bank One Trust Company, National Association, as
Note Trustee, or registered assigns, at the Company's
office or agency in the Borough of Manhattan, The
City and State of New York, the principal sum of
dollars ($ ) in lawful money of the United States of
America on October 1, 2005 (subject to earlier
redemption or release) and interest thereon at the
rate of 5.050% per annum, in like lawful money, from
October 10, 2001, 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 April 1 and October 1 of each
year (commencing April 1, 2002), until the
21
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 Collateral Trust Indenture, dated as
of June 30, 1993, as amended and as further
supplemented as of October 10, 2001 (hereinafter
called the "Note Indenture"), between the Company and
Bank One Trust Company, National Association, as Note
Trustee (hereinafter called the "Note Indenture
Trustee"), the Company has issued its 5.050% Senior
Notes due 2005 (the "Notes"). This bond was
originally issued to the Note Indenture Trustee so as
to secure the payment of the Notes. Payments of
principal of, or premium, if any, or interest on, the
Notes 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 First Chicago Trust
Company of New York, the Trustee under the Indenture
hereinafter mentioned on the reverse hereof, or its
successor thereunder, shall have signed the form of
certificate endorsed hereon.
22
IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY has caused this instrument to be executed by
its Vice President and Treasurer, with his manual or
facsimile signatures, and its corporate seal, or a
facsimile thereof, to be impressed or imprinted
hereon and the same to be attested by its Assistant
Corporate Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By:______________________________________
Vice President and Treasurer
[SEAL]
Attest:_______________________________
Assistant Corporate Secretary
23
[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 2001 Series D, limited to an aggregate principal
amount of $200,000,000, 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 First Chicago
Trust Company of New York, as successor in interest
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 September 15,
2001) 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 September 15,
2001, 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
24
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 be affirmative vote of at least eighty-five
percent (85%) in amount of the series of bonds so to
be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's
interest therein as specified in the Indenture);
provided, however, that, without the consent of the
holder hereof, no such modification or alteration
shall, among other things, affect the terms of
payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable upon the terms and
conditions set forth in the Indenture, including
provision for redemption upon demand of the Note
Indenture Trustee following the occurrence of an
Event of Default under the Note Indenture and the
acceleration of the principal of the Notes.
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 2001 Series D (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.
25
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 Notes, whether
at maturity or prior to maturity by redemption or
otherwise or upon provision for the payment thereof
having been made in accordance with Article V of the
Note Indenture, bonds of 2001 Series D in a principal
amount equal to the principal amount of such Notes,
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 set forth under Section 405 of the Note
Indenture or in the supplemental indenture relating
to the Notes, 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 Note 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
26
upon payment, in any event, of the charges prescribed
in the Indenture.
From and after the Release Date (as defined
in the Note Indenture), the bonds of 2001 Series D
shall be deemed fully paid, satisfied and discharged
and the obligation of the Company thereunder shall be
terminated. On the Release Date, the bonds of 2001
Series D shall be surrendered to and cancelled by the
Trustee. The Company covenants and agrees that, prior
to the Release Date, it will not take any action that
would cause the outstanding principal amount of the
bond of 2001 Series D to be less than the then
outstanding principal amount of the Notes.
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.
27
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S This bond is one of the bonds, of the
CERTIFICATE. series designated therein, described in the
within-mentioned Indenture.
FIRST CHICAGO TRUST COMPANY,
OF NEW YORK, as Trustee
By
---------------------------------------
Authorized Officer
28
PART II.
CREATION OF THREE HUNDRED THIRTIETH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES E
TERMS OF BONDS OF 2001 SECTION 1. The Company hereby creates the
SERIES E. three hundred thirtieth series of bonds to be
issued under and secured by the Original
Indenture as amended to date and as further
amended by this Supplemental Indenture, to be
designated, and to be distinguished from the
bonds of all other series, by the title "General
and Refunding Mortgage Bonds, 2001 Series E"
(elsewhere herein referred to as the "bonds of
2001 Series E"). The aggregate principal amount
of bonds of 2001 Series E shall be limited to
Five hundred million dollars ($500,000,000),
except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect
to exchanges and replacements of bonds, and
except further that the Company may, without the
consent of the holders of the bonds of 2001
Series E, "reopen" the bonds of 2001 Series E so
as to increase the aggregate principal amount
outstanding to equal the aggregate principal
amount of Notes outstanding upon a "reopening" of
such series, so long as any additional bonds of
2001 Series E have the same tenor and terms as
the bonds of 2001 Series E established hereby.
Subject to the release provisions set
forth below, each bond of 2001 Series E is to be
irrevocably assigned to, and registered in the
name of, Bank One Trust Company, National
Association, as trustee, or a successor trustee
(said trustee or any successor trustee being
hereinafter referred to as the "Note Indenture
Trustee"), under the collateral trust indenture,
dated as of June 30, 1993 (the "Note Indenture"),
as supplemented, between the Note Indenture
Trustee and the Company, to secure payment of the
Company's 6.125% Senior Notes due 2010 (for
purposes of this Part, the "Notes").
The bonds of 2001 Series E shall be issued
as registered bonds without coupons in
denominations of a multiple of $1,000. The bonds
of 2001 Series E shall be
29
issued in the aggregate principal amount of
$500,000,000, shall mature on October 1, 2010
(subject to earlier redemption or release) and
shall bear interest at the rate of 6.125% per
annum, payable semiannually in arrears on April 1
and October 1 of each year (commencing April 1,
2002), 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 2001 Series E 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 2001 Series E 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
2001 Series E shall be dated the date of its
authentication and interest shall be payable on
the principal represented thereby from the April
1 or October 1 next preceding the date thereof to
which interest has been paid on bonds of 2001
Series E, 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 April 1, 2002, in
which case interest shall be payable from October
10, 2001.
The bonds of 2001 Series E, 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 2001 Series E).
Until bonds of 2001 Series E in
30
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 2001 Series E
in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of
2001 Series E, if any, may be printed and may be
issued in authorized denominations in
substantially the form of definitive bonds of
2001 Series E, but without a recital of
redemption prices and with such omissions,
insertions and variations as may be appropriate
for temporary bonds, all as may be determined by
the Company.
Interest on any bond of 2001 Series E
which is payable on any interest payment date and
is punctually paid or duly provided for shall be
paid to the person in whose name that bond, or
any previous bond to the extent evidencing the
same debt as that evidenced by that bond, is
registered at the close of business on the
regular record date for such interest, which
regular record date shall be the fifteenth
calendar day (whether or not a business day) next
preceding such interest payment date. If the
Company shall default in the payment of the
interest due on any interest payment date on the
principal represented by any bond of 2001 Series
E, 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 2001
Series E 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 2001 Series E 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 2001 Series E 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.
31
Bonds of 2001 Series E shall not be
assignable or transferable except as may be set
forth under Section 405 of the Note Indenture or
in the supplemental indenture relating to the
Notes, 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 Note 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 2001
Series E shall in the same manner be exchangeable
for a like aggregate principal amount of bonds of
2001 Series E 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
2001 Series E during any period of ten days next
preceding any redemption date for such bonds.
Bonds of 2001 Series E, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any
rules or regulations made pursuant thereto or as
may be specified in the Note Indenture.
Upon payment of the principal or premium,
if any, or interest on the Notes, whether at
maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment
thereof having been made in accordance with
Article V of the Note Indenture, bonds of 2001
Series E in a principal amount equal to the
principal amount of such Notes, 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
32
the Trustee.
RELEASE. From and after the Release Date (as
defined in the Note Indenture), the bonds of 2001
Series E shall be deemed fully paid, satisfied
and discharged and the obligation of the Company
thereunder shall be terminated. On the Release
Date, the bonds of 2001 Series E shall be
surrendered to and canceled by the Trustee. The
Company covenants and agrees that, prior to the
Release Date, it will not take any action that
would cause the outstanding principal amount of
the bonds of 2001 Series E to be less than the
then outstanding principal amount of the Notes.
REDEMPTION OF BONDS OF 2001 SECTION 2. Bonds of 2001 Series E shall be
SERIES E. redeemed on the respective dates and in the
respective principal amounts which correspond to
the redemption dates for, and the principal
amounts to be redeemed of, the Notes.
In the event the Company elects to redeem
any Notes prior to maturity in accordance with
the provisions of the Note Indenture, the Company
shall on the same date redeem bonds of 2001
Series E in principal amounts and at redemption
prices corresponding to the Notes so redeemed.
The Company agrees to give the Trustee notice of
any such redemption of bonds of 2001 Series E on
the same date as it gives notice of redemption of
Notes to the Note Indenture Trustee.
REDEMPTION OF BONDS OF 2001 SECTION 3. In the event of an Event of
SERIES E IN EVENT OF Default under the Note Indenture and the
ACCELERATION OF NOTES. acceleration of all Notes, the bonds of 2001
Series E shall be redeemable in whole upon
receipt by the Trustee of a written demand
(hereinafter called a "Redemption Demand") from
the Note Indenture Trustee stating that there has
occurred under the Note Indenture both an Event
of Default and a declaration of acceleration of
payment of principal, accrued interest and
premium, if any, on the Notes, specifying the
last date to which interest on the Notes has been
paid (such date being hereinafter
33
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 Note Indenture Trustee not more
than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of 2001 Series E shall be
redeemed by the Company on the Demand Redemption
Date therefore upon surrender thereof by the Note
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
Notes; provided, however, that in the event of a
receipt by the Trustee of a notice that, pursuant
to Section 602 of the
34
Note Indenture, the Note Indenture Trustee has
terminated proceedings to enforce any right under
the Note Indenture, then any Redemption Demand
shall thereby be rescinded by the Note 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 Note Indenture Trustee by its President or
one of its Vice Presidents.
FORM OF BONDS OF 2001 SECTION 4. The bonds of 2001 Series E and
SERIES E. the form of Trustee's Certificate to be endorsed
on such bonds shall be substantially in the
following forms, respectively:
35
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2001 SERIES E
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
Collateral Trust Indenture, dated as of June 30,
1993, as amended, and as further supplemented as
of October 10, 2001, between The Detroit Edison
Company and Bank One Trust Company, National
Association, as Note 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 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 Bank One Trust Company, National
Association, as Note 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 October 1, 2010 (subject to earlier redemption
or release) and interest thereon at the rate of
6.125% per annum, in like lawful money, from
October 10, 2001, 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
36
provided for, semi-annually on April 1 and
October 1 of each year (commencing April 1,
2002), 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 Collateral Trust Indenture, dated
as of June 30, 1993, as amended and as further
supplemented as of October 10, 2001 (hereinafter
called the "Note Indenture"), between the Company
and Bank One Trust Company, National Association,
as Note Trustee (hereinafter called the "Note
Indenture Trustee"), the Company has issued its
6.125% Senior Notes due 2010 (the "Notes"). This
bond was originally issued to the Note Indenture
Trustee so as to secure the payment of the Notes.
Payments of principal of, or premium, if any, or
interest on, the Notes 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 First Chicago
Trust Company of New York, the Trustee under the
Indenture hereinafter mentioned on the reverse
hereof, or its successor thereunder, shall have
signed the form of certificate endorsed hereon.
37
IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY has caused this instrument to be executed
by its Vice President and Treasurer, with his
manual or facsimile signatures, and its corporate
seal, or a facsimile thereof, to be impressed or
imprinted hereon and the same to be attested by
its Assistant Corporate Secretary by manual or
facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By:
--------------------------------------
Vice President and Treasurer
[SEAL]
Attest:
-----------------------------------
Assistant Corporate Secretary
38
[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 2001 Series E, limited to
an aggregate principal amount of $500,000,000,
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
First Chicago Trust Company of New York, as
successor in interest 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 September 15, 2001)
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 September 15, 2001, 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
39
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 be affirmative
vote of at least eighty-five percent (85%) in
amount of the series of bonds so to be affected
(excluding in every instance bonds disqualified
from voting by reason of the Company's interest
therein as specified in the Indenture); provided,
however, that, without the consent of the holder
hereof, no such modification or alteration shall,
among other things, affect the terms of payment
of the principal of or the interest on this bond,
which in those respects is unconditional.
This bond is redeemable upon the terms and
conditions set forth in the Indenture, including
provision for redemption upon demand of the Note
Indenture Trustee following the occurrence of an
Event of Default under the Note Indenture and the
acceleration of the principal of the Notes.
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 2001
Series E (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.
40
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 Notes,
whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the
payment thereof having been made in accordance
with Article V of the Note Indenture, bonds of
2001 Series E in a principal amount equal to the
principal amount of such Notes, 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 set forth under Section
405 of the Note Indenture or in the supplemental
indenture relating to the Notes, 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 Note 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
41
upon payment, in any event, of the charges
prescribed in the Indenture.
From and after the Release Date (as
defined in the Note Indenture), the bonds of 2001
Series E shall be deemed fully paid, satisfied
and discharged and the obligation of the Company
thereunder shall be terminated. On the Release
Date, the bonds of 2001 Series E shall be
surrendered to and cancelled by the Trustee. The
Company covenants and agrees that, prior to the
Release Date, it will not take any action that
would cause the outstanding principal amount of
the bond of 2001 Series E to be less than the
then outstanding principal amount of the Notes.
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.
42
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S This bond is one of the bonds, of the
CERTIFICATE. series designated therein, described in the
within-mentioned Indenture.
FIRST CHICAGO TRUST COMPANY,
OF NEW YORK, as Trustee
By
---------------------------------------
Authorized Officer
43
PART III.
RECORDING AND FILING DATA
RECORDING AND FILING OF The Original Indenture and indentures
ORIGINAL INDENTURE. supplemental thereto have been recorded and/or
filed and Certificates of Provision for Payment
have been recorded as hereinafter set forth.
The Original Indenture has been recorded
as a real estate mortgage and filed as a chattel
mortgage in the offices of the respective
Registers of Deeds of certain counties in the
State of Michigan as set forth in the
Supplemental Indenture dated as of September 1,
1947, has been recorded as a real estate mortgage
in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental
Indenture dated as of May 1, 1974, has been filed
in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed
and recorded in the office of the Interstate
Commerce Commission on December 8, 1969.
RECORDING AND FILING OF Pursuant to the terms and provisions of
SUPPLEMENTAL INDENTURES. the Original Indenture, indentures supplemental
thereto heretofore entered into have been
recorded as a real estate mortgage and/or filed
as a chattel mortgage or as a financing statement
in the offices of the respective Registers of
Deeds of certain counties in the State of
Michigan, the Office of the Secretary of State of
Michigan and the Office of the Interstate
Commerce Commission, as set forth in supplemental
indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
--------------------------- -------------- ----------------
June 1, 1925(a)(b)......... Series B Bonds February 1, 1940
August 1, 1927(a)(b)....... Series C Bonds February 1, 1940
February 1, 1931(a)(b)..... Series D Bonds February 1, 1940
June 1, 1931(a)(b)......... Subject Properties February 1, 1940
44
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
--------------------------- -------------- ----------------
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, Series I Bonds, November 15, 1951
1947(a)(b)(c).............. Subject
Properties and
Additional
Provisions
March 1, 1950(a)(b)(c)..... Series J Bonds and November 15, 1951
Additional
Provisions
November 15, Series K Bonds January 15, 1953
1951(a)(b)(c).............. Additional
Provisions and
Subject Properties
January 15, 1953(a)(b)..... Series L Bonds May 1, 1953
May 1, 1953(a)............. Series M Bonds and March 15, 1954
Subject Properties
March 15, 1954(a)(c)....... Series N Bonds and May 15, 1955
Subject Properties
May 15, 1955(a)(c)......... Series O Bonds and August 15, 1957
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 and December 1, 1966
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 and December 1, 1969
Subject Properties
December 1, 1969(a)(c)..... Series T Bonds and July 1, 1970
Subject Properties
July 1, 1970(c)............ Series U Bonds and December 15, 1970
Subject Properties
December 15, 1970(c)....... Series V and June 15, 1971
Series W Bonds
June 15, 1971(c)........... Series X Bonds and November 15, 1971
Subject Properties
November 15, 1971(c)....... Series Y Bonds and January 15, 1973
Subject Properties
January 15, 1973(c)........ Series Z Bonds and May 1, 1974
Subject Properties
May 1, 1974................ Series AA Bonds and October 1, 1974
Subject Properties
October 1, 1974............ Series BB Bonds and January 15, 1975
Subject Properties
January 15, 1975........... Series CC Bonds and November 1, 1975
Subject Properties
November 1, 1975........... Series DDP Nos. 1-9 December 15, 1975
Bonds and Subject
Properties
December 15, 1975.......... Series XX Xxxxx and February 1, 1976
45
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
--------------------------- -------------- ----------------
Subject Properties
February 1, 1976........... Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976.............. Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976.............. Series XX Xxxxx and February 15, 1977
Subject Properties
February 15, 1977.......... Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977.............. Series IIP Nos. 1-7 June 15, 1977
Bonds, Series JJP
Nos. 1-7 Bonds,
Series KKP
Nos. 1-7 Bonds
and Series LLP
Nos. 1-7 Bonds
June 15, 1977.............. Series XXX Xx. 00 Xxxx 0, 0000
Xxxxx and
Subject Properties
July 1, 1977............... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
October 1, 1977............ Series GGP Nos. 8-22 June 1, 1978
Bonds 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 and March 15, 1979
Subject Properties
March 15, 1979............. Series SS Bonds and July 1, 1979
Subject Properties
July 1, 1979............... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP
Nos. 8-21 Bonds
and Series TTP
Nos. 1-15 Bonds and
Subject Properties
September 1, 1979.......... Series JJP No. 8 September 15,
Bonds, Series KKP 1979
No. 8 Bonds,
Series LLP
Nos. 8-15 Bonds,
Series MMP No. 2
Bonds and
Series OOP No. 18
Bonds and
Subject
Properties
September 15, 1979......... Series UU Bonds January 1, 1980
January 1, 1980............ 1980 Series A Bonds April 1, 1980
and Subject
Properties
April 1, 1980.............. 1980 Series B Bonds August 15, 1980
August 15, 1980............ Series QQP Nos. 10-19 August 1, 1981
46
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
--------------------------- -------------- ----------------
Bonds,
1980 Series CP
Nos. 1-12 Bonds
and 1980
Series DP
No. 1-11 Bonds
and Subject
Properties
August 1, 1981............. 1980 Series CP November 1, 1981
Nos. 13-25 Bonds
and Subject
Properties
November 1, 1981........... 1981 Series AP June 30, 1982
Nos. 1-12 Bonds
June 30, 1982.............. Article XIV August 15, 1982
Reconfirmation
August 15, 1982............ 1981 Series AP June 1, 1983
Nos. 13-14 and
Subject Properties
June 1, 1983............... 1981 Series AP October 1, 1984
Nos. 15-16 and
Subject Properties
October 1, 1984............ 1984 Series AP and May 1, 1985
1984 Series BP
Bonds and
Subject Properties
May 1, 1985................ 1985 Series A Bonds May 15, 1985
May 15, 1985............... 1985 Series B Bonds October 15, 1985
and Subject
Properties
October 15, 1985........... Series KKP Xx. 0 Xxxxx 0, 0000
Xxxxx and
Subject Properties
April 1, 1986.............. 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986............ 1986 Series B and November 30, 1986
Subject 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 August 15, 1987
1987 Series C
August 15, 1987............ 1987 Series D and November 30, 1987
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 February 15, 1990
1989 Series BP
February 15, 1990.......... 1990 Series A, 1990 November 1, 1990
Series 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 May 15, 1991
1991 Series CP
May 15, 1991............... 1991 Series DP September 1, 1991
September 1, 1991.......... 1991 Series EP November 1, 1991
47
RECORDED AND/OR
FILED AS SET FORTH
IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
--------------------------- -------------- ----------------
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 March 15, 1993
1993 Series D
December 15, 1992.......... Series KKP No. 14 and March 15, 1992
1989 Series BP
No. 2
January 1, 1993............ 1993 Series C April 1, 1993
March 1, 1993.............. 1993 Series E June 30, 1993
March 15, 1993............. 1993 Series D September 15,
1993
April 1, 1993.............. 1993 Series FP and September 15,
1993 Series IP 1993
April 26, 1993............. 1993 Series G and September 15,
Amendment of 1993
Article II,
Section 5
May 31, 1993............... 1993 Series J September 15,
1993
September 15, 1993......... 1993 Series K Xxxxx 0, 0000
Xxxxx 1, 1994.............. 1994 Series AP June 15, 1994
June 15, 1994.............. 1994 Series BP December 1, 1994
August 15, 1994............ 1994 Series C December 1, 1994
December 1, 1994........... Series KKP No. 15 and August 1, 1995
1994 Series DP
August 1, 1995............. 1995 Series AP and August 1, 1999
1995 Series DP
-------------------------------
(a) See Supplemental Indenture dated as of July
1, 1970 for Interstate Commerce Commission filing
and recordation information.
(b) See Supplemental Indenture dated as of May 1,
1953 for Secretary of State of Michigan filing
information.
(c) See Supplemental Indenture dated as of May 1,
1974 for County of Genesee, Michigan recording
and filing information.
RECORDING OF CERTIFICATES OF All the bonds of Series A which were
PROVISION FOR PAYMENT. issued under the Original Indenture dated as of
October 1, 1924, and of Series B, C, D, E, F, G,
H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z, XX,
XX, XX, XXX Xxx. 0-0, XXX Nos. 1-14, GGP Nos.
1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos.
1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18,
QQP Nos. 1-17, TTP Nos. 1-15, XX, 0000 Series A,
1980 Series CP Nos. 1-25, 1980 Series DP Nos.
1-11, 1981 Series AP Nos. 1-16, 1984 Series AP,
1984 Series BP, 1985 Series A, 1985 Series B,
1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989
Series A, 1990 Series A,
48
1993 Series D, 1993 Series G and 1993 Series H
which were issued under Supplemental Indentures
dated as of, respectively, June 1, 1925, August
1, 1927, February 1, 1931, October 1, 1932,
September 25, 1935, September 1, 1936, December
1, 1940, September 1, 1947, November 15, 1951,
January 15, 1953, May 1, 1953, March 15, 1954,
May 15, 1955, August 15, 1957, December 15, 1970,
November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1,
1975, February 1, 1976, June 15, 1976, July 15,
1976, October 1, 1977, March 1, 1977, July 1,
1979, March 1, 1977, March 1, 1977, March 1,
1977, September 1, 1979, July 1, 1977, July 1,
1979, September 15, 1979, October 1, 1977, June
1, 1978, October 1, 1977, July 1, 1979, January
1, 1980, August 15, 1980, November 1, 1981,
October 1, 1984 May 1, 1985, May 15, 1985,
January 31, 1987, June 1, 1978, October 15, 1978,
December 15, 1975, February 15, 1977, September
1, 1979, June 15, 1989, February 15, 1990, March
15, 1993, April 26, 1992 and September 15, 1992
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 IV.
THE TRUSTEE.
TERMS AND CONDITIONS OF The Trustee hereby accepts the trust
ACCEPTANCE OF TRUST BY hereby declared and provided, and agrees to
TRUSTEE. perform the same upon the terms and conditions in
the Original Indenture, as amended to date and as
supplemented by this Supplemental Indenture, and
in this Supplemental Indenture set forth, and
upon the following terms and
49
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
SECTION 318(C) OF TRUST therein, no provision of this supplemental
INDENTURE ACT. indenture or any future supplemental indenture is
intended to modify, and the parties do hereby
adopt and confirm, the provisions of Section
318(c) of the Trust Indenture Act which amend and
supersede provisions of the Indenture in effect
prior to November 15, 1990.
EXECUTION IN COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE
SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE
AND THE SAME INSTRUMENT.
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY AND FIRST CHICAGO TRUST COMPANY OF NEW
YORK 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
50
SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN.
51
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ X.X. Xxxxxx
-------------------------
Name: X.X. Xxxxxx
Title: Vice President and
Treasurer
EXECUTION. Attest:
/s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Assistant Corporate Secretary
Signed, sealed and delivered by
THE DETROIT EDISON COMPANY,
in the presence of
/s/ K. Hier
---------------------------------
Name: K. Hier
/s/ Xxxxx Xxxxxx, Xx.
---------------------------------
Name: Xxxxx Xxxxxx, Xx.
52
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX
ACKNOWLEDGMENT OF EXECUTION On this 2nd day of October, 2001, before me, the
BY COMPANY. subscriber, a Notary Public within and for the
County of 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 0xx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 and is the Vice President and
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) /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxxxx X. Xxxxxxxx, Notary
Xxxxx County, MI
My Commission Expires 3/5/05
53
FIRST CHICAGO TRUST
COMPANY OF NEW YORK,
(Corporate Seal) By /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Attest:
/s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
in the presence of
/s/ Xxxxxx Xxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxx
54
STATE OF ILLINOIS
SS.:
ACKNOWLEDGMENT OF EXECUTION On this 2nd day of October, 2001, before me, the
BY TRUSTEE. subscriber, a Notary Public within and for the
County of Xxxx, in the State of Illinois,
personally appeared Xxxxxx X. Xxxxxx, to me
personally known, who, being by me duly sworn,
did say that his business office is located at 0
Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, and he
is Vice President of FIRST CHICAGO TRUST COMPANY
OF NEW YORK, 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 Xxxxxx X. Xxxxxx acknowledged said
instrument to be the free act and deed of said
corporation.
(Notarial Seal) /s/ Caesar Xxxxx Xxxxxx
-----------------------
Notary Public, State of Illinois
Qualified in Xxxx County
Commission Expires 06/06/2005
55
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX.
AFFIDAVIT AS TO X.X. Xxxxxx, being duly sworn, says: that he is
CONSIDERATION AND GOOD FAITH. the Vice President and Treasurer of THE DETROIT
EDISON COMPANY, the 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 2nd day of October, 2001
/s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxxxx X. Xxxxxxxx, Notary
Xxxxx County, MI
My Commission Expires 3/5/05
(Notarial Seal)
56
