1
EXHIBIT 4-222
EXECUTED IN
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 48226)
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
(14 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000)
AS TRUSTEE
------------------------------------------------
INDENTURE
Dated as of March 15, 2001
------------------------------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(a) GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES AP, DUE APRIL 1, 2011,
AND
(b) RECORDING AND FILING DATA
2
i
TABLE OF CONTENTS*
------------------------
PAGE
----
Parties.......................................................... 1
Original Indenture and Supplementals............................. 1
Bonds heretofore issued.......................................... 1
Bonds to be 2001 Series AP....................................... 5
Further Assurance................................................ 6
Authorization of Supplemental Indenture.......................... 6
Consideration for Supplemental Indenture......................... 6
PART I.
CREATION OF THREE HUNDRED TWENTY-SIXTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES AP
Sec. 1. Certain terms of Bonds of 2001 Series AP................. 6
Sec. 2. Redemption of Bonds of 2001 Series AP.................... 8
Sec. 3. Redemption of Bonds of 2001 Series AP in event of
Ambac Payment............................................. 9
Sec. 4. Form of Bonds of 2001 Series AP.......................... 10
Form of Trustee's Certificate............................ 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture....................... 14
Recording and filing of Supplemental Indentures.................. 14
Recording of Certificates of Provision for Payment............... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee........... 19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act............ 19
Execution in Counterparts........................................ 19
Testimonium...................................................... 20
Execution........................................................ 20
Acknowledgement of execution by Company.......................... 20
Acknowledgement of execution by Trustee.......................... 21
Affidavit as to consideration and good faith..................... 22
------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of March 15, 2001 among
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 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 Trustee
under the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL INDENTURE WHEREAS, the Company has heretofore executed and
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, January 1, 2000, April 15, 2000 and
August 1, 2000 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
BONDS HERETOFORE WHEREAS, Bonds in the principal amount of Eight billion,
ISSUED. nine hundred eighty-three million one hundred sixty-seven
thousand dollars ($8,983,167,000) have heretofore been
issued under the indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
4
2
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos.
1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos.
1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos.
1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP No.
2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
5
3
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;
(282-287) 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;
(288) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Sixty-nine million sixty-nine
thousand dollars ($69,069,000) principal amount have heretofore
been retired and One hundred twenty-five million five hundred
eighty thousand dollars ($125,580,000) principal amount are
outstanding at the date hereof;
(289) 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 four million six
hundred seventy-six thousand dollars ($104,676,000) principal
amount have heretofore been retired and One hundred fifty-two
million two hundred fifty-six thousand dollars ($152,256,000)
principal amount are outstanding at the date hereof;
(290) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Thirty-seven million six hundred nine
thousand dollars ($37,609,000) principal amount have heretofore
been retired and Forty-seven million eight hundred sixty-six
thousand dollars ($47,866,000) principal amount are outstanding
at the date hereof;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
(295) 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;
(296) 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;
(297) 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;
(298) 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;
(299) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
three million four hundred fifty thousand dollars
($103,450,000) principal amount have heretofore been retired
and
6
4
One hundred ninety-six million ($196,550,000) principal amount
are outstanding at the date hereof;
(300) 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;
(301) 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;
(302) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
Sixty-one million six hundred thousand dollars
($61,600,000,000) principal amount have heretofore been retired
and One hundred sixth-three million four hundred thousand
dollars ($163,400,000) principal amount are outstanding at the
date hereof;
(303) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Two hundred
thirteen million nine hundred thousand dollars ($213,900,000)
principal amount have heretofore been retired and One hundred
eighty-six million one hundred thousand dollars ($186,100,000)
principal amount are outstanding at the date hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five
million six hundred eighty-five thousand dollars ($5,685,000),
all of which are outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred twenty-five million dollars ($125,000,000)
principal amount have been retired and One hundred million
dollars ($100,000,000) principal amount are outstanding at the
date hereof;
(306) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
eleven million dollars ($111,000,000) principal amount have
heretofore been retired and One hundred eighty-nine million
dollars ($189,000,000) principal amount are outstanding at the
date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five
million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal amount of
Sixty-five million dollars ($65,000,000), all of which are
outstanding at the date hereof;
(309) Bonds of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One
hundred sixty million dollars ($160,000,000), all of which are
outstanding at the date hereof;
(311) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars ($7,535,000),
all of which are outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal amount of Twelve
million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date hereof;
(315) Bonds of 1995 Series AP in the principal amount of
Ninety-seven million dollars ($97,000,000), all of which are
outstanding at the date hereof;
7
5
(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;
(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 Five
million six hundred seventy thousand dollars ($5,670,000)
principal amount have heretofore been retried and Two hundred
fourteen million three hundred thirty thousand dollars
($214,330,000) 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;
and
accordingly, the Company has issued and has presently
outstanding Two billion eight hundred fifty-five million nine
hundred sixty-seven thousand dollars ($2,855,967,000) aggregate
principal amount of its General and Refunding Mortgage Bonds
(the "Bonds") at the date hereof; and
WHEREAS, The Economic Development Corporation of the County
of Monroe, Michigan has issued and sold $31,000,000 principal
amount of its Adjustable Rate Demand Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company Project),
Series 1992-CC; and subject to certain conditions, Ambac
Assurance Corporation, a Wisconsin-domiciled stock insurance
company, has agreed to issue its financial guaranty insurance
policy guaranteeing the scheduled payment of interest on and
the purchase price of the Series 1992-CC Bonds during the
period March 26, 2001 through April 1, 2011; and
WHEREAS, the Company, in order to induce Ambac to issue its
financial guaranty insurance policy relating to the Series
1992-CC Bonds during the period March 26, 2001 through April 1,
2011, has agreed to issue its General and Refunding Mortgage
Bonds under the Indenture to Ambac; and
WHEREAS, for such purposes the Company desires to issue a new
series of bonds to be issued under the Indenture and to be
authenticated and delivered pursuant to Section 8 of Article
III of the Indenture; and
BONDS TO BE
2001 SERIES AP. WHEREAS, the Company desires by this Supplemental Indenture
to create such new series of bonds, to be designated "General
and Refunding Mortgage Bonds, 2001 Series AP; and
8
6
FURTHER WHEREAS, the Original Indenture, by its terms,
ASSURANCE. includes in the property subject to the lien thereof
all of the estates and properties, real, personal and
mixed, rights, privileges and franchises of every
nature and kind and wheresoever situate, then or
thereafter owned or possessed by or belonging to the
Company or to which it was then or at any time
thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien
thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver
such further instruments as may be necessary or proper
for the better assuring and confirming unto the Trustee
all or any part of the trust estate, whether then or
thereafter owned or acquired by the Company (saving and
excepting, however, property specifically excepted or
released from the lien thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the
OF SUPPLEMENTAL powers and authority conferred upon and reserved to it
INDENTURE. under and by virtue of the provisions of the Indenture,
and pursuant to resolutions of its Board of Directors
has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the
form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements
necessary to make this Supplemental Indenture a valid
and legally binding instrument in accordance with its
terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects
duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That
FOR SUPPLEMENTAL The 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-SIXTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES AP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three
OF BONDS OF hundred twenty-sixth series of bonds to be issued under
2001 SERIES AP. 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 AP"
(elsewhere herein referred to as the "bonds of 2001
Series AP"). The aggregate principal amount of bonds of
2001 Series AP shall be limited to Thirty-one million
dollars ($31,000,000), except as provided in Sections 7
and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
9
7
Each bond of 2001 Series AP is to be issued and
registered to Ambac Assurance Corporation ("Ambac"), a
Wisconsin stock insurance company, in order to induce Ambac
to issue the Financial Guaranty Insurance Policy ("Series
1992-CC Insurance Policy") guaranteeing the scheduled
payment of interest during the period March 26, 2001 through
April 1, 2011 and the purchase price of tendered bonds on
April 1, 2011 with respect to The Economic Development
Corporation of the County of Monroe, Michigan ("EDC")
Adjustable Rate Demand Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Project), Series 1992-CC
in the aggregate principal amount of Thirty-one million
dollars ($31,000,000) ("Series 1992-CC Bonds"), which Series
1992-CC Bonds were created and issued pursuant to a Trust
Indenture ("Indenture") dated as of April 1, 1992 between
the EDC and Bank One Trust Company, National Association
(successor to NBD Bank, N.A.), as trustee ("Trustee"). Under
a Loan Agreement, dated as of April 1, 1992, between the
Company and the EDC (the "Series 1992-CC Contract"), the
Company is obligated to make payments to the Trustee (or its
successor), for the Series 1992-CC Bonds in amounts and at
times equal and corresponding to the amount and time of
payments of principal, premium and interest due on the
Series 1992-CC Bonds.
The bonds of 2001 Series AP shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of 2001 Series AP shall be
issued in the aggregate principal amount of $31,000,000,
shall mature on April 1, 2011 and shall bear interest,
payable semi-annually on April 1 and October 1 of each year
(commencing October 1, 2001), at the rate of 4.65%, to and
including April 1, 2011. Payments of interest on, or the
purchase price of, the Series 1992-CC Bonds shall constitute
the payments of interest and principal, respectively, on the
bonds of 2001 Series AP. In the event that Ambac shall make
a payment of interest or purchase price with respect to the
Series 1992-CC Bonds, then, the interest rate on any amounts
so paid shall be the prime rate announced by Citibank, N.A.,
from time to time, plus 2% per annum, and such rate shall
continue until such time as the Company shall reimburse
Ambac for any payments so paid.
The bonds of 2001 Series AP shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture during the Long Term Rate Mode, as defined in the
Indenture, ending April 1, 2011, but only to the extent and
in the manner herein provided. The bonds of 2001 Series AP
shall be payable, both as to principal and interest, at the
office or agency of the Company in the Borough of Manhattan,
The City and State of New York, in any coin or currency of
the United States of America which at the time of payment is
legal tender for public and private debts.
Except as provided herein, each bond of 2001 Series AP
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 AP,
unless the bond is authenticated on a date to which interest
has been paid, in which case interest shall be payable from
the date of authentication, or unless the date of
authentication is prior to April 1, 2001, in which case
interest shall be payable from March 26, 2001.
The bonds of 2001 Series AP in definitive form shall
be, at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 2001 Series AP). Until bonds of 2001 Series AP in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 2001
Series AP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 2001 Series
AP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 2001 Series AP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
10
8
Bonds of 2001 Series AP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor in interest to Ambac under the Series 1992-
CC Insurance Policy. 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 AP
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 2001 Series AP upon
the terms and conditions specified herein and in Section 7
of Article II of the Indenture. The Company waives its
rights under Section 7 of Article II of the Indenture not to
make exchanges or transfers of bonds of 2001 Series AP,
during any period of ten days next preceding any redemption
date for such bonds.
Bonds of 2001 Series AP, in definitive and temporary
form, may bear such legends as may be necessary to comply
with any law or with any rules or regulations made pursuant
thereto or as may be specified pursuant to the terms and
conditions specified herein.
Upon payment by the Company of both its obligations
under the Indenture for the Long Term Interest Rate Mode
commencing March 26, 2001 and ending April 1, 2011 and its
obligations, if any, to Ambac, the bonds of 2001 Series AP
shall be deemed fully paid and the obligation of the Company
thereunder to make payments thereunder shall forthwith cease
and be discharged, and, such bonds shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
REDEMPTION SECTION 2. Bonds of 2001 Series AP shall be redeemed
OF BONDS on the respective dates and in the respective principal
OF 2001 amounts which correspond to the redemption dates, if any,
SERIES AP. for, and the principal amounts, if any, to be redeemed of,
the Series 1992-CC Bonds during the period March 26, 2001
through April 1, 2011.
In the event the Company elects to redeem any Series
1992-CC Bonds prior to maturity in accordance with the
provisions of the Indenture, the Company shall on the same
date redeem bonds of 2001 Series AP in principal amounts and
at redemption prices corresponding to the Series 1992-CC
Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of 2001 Series AP on
the same date as it gives notice of redemption of Series
1992-CC Bonds to the Trustee.
11
9
REDEMPTION SECTION 3. In the event that (1) Ambac makes payment
OF BONDS OF under the Series 1992-CC Insurance policy as a result of the
2001 SERIES Company's failure to make any of its required payments with
AP IN EVENT respect to the Series 1992-CC Bonds, the bonds of 2001
OF AMBAC PAYMENT. Series AP shall be payable or redeemable, or both, in an
amount corresponding to the payment of interest or the
purchase price, as the case may be or both, by Ambac or (2)
the Trustee has called for redemption the Series 1992-CC
Bonds as a result of an Event of Default under the
Indenture; then, upon receipt by the Trustee of a written
demand by Ambac, accompanied by a certification from the
Trustee as to the amount and type (principal, interest or
both) of payment by AMBAC ("Payment Demand") the bonds of
2001 Series AP shall be payable or redeemable, or both, in
an amount corresponding to the amount payable upon the
redemption of the Series 1992-CC Bonds, together in the case
of each of clause (1) and (2) above, with interest thereon
to the date of payment as provided below. The Trustee shall,
within five days after receiving such Payment 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 Payment Demand, the Company shall
be obligated to pay such amount as may be deemed to be
interest and 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"). Interest shall accrue
to the date of payment. 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 Payment Demand or (y) the maturity date of such bonds
first occurring following the 20th day after the receipt by
the Trustee of the Payment 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 Ambac not more than ten nor less than five days
prior to the Demand Redemption Date.
Each bond of 2001 Series AP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by Ambac to the Trustee at a redemption
price equal to the principal amount thereof plus accrued
interest calculated as provided in Section 1 hereof from the
date of such payment to the Demand Redemption Date plus an
amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on a corresponding
amount of Series 1992-CC Bonds; provided, however, that in
the event of a receipt by the Trustee of a notice that Ambac
has terminated proceedings to enforce any right it may have
against the Company under the Series 1992-CC Insurance
Policy and the Bonds or both, then any Payment Demand shall
thereby be rescinded by Ambac, 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 Payment Demand and such Payment Demand
shall be of no force or effect, unless it is executed in the
name of Ambac by its President or one of its Managing
Directors or Vice Presidents.
12
10
FORM OF BONDS SECTION 4. The bonds of 2001 Series AP and the
OF 2001 SERIES AP. form of Trustee's Certificate to be endorsed on such
bonds shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2001 SERIES AP, 4.65% DUE APRIL 1, 2011
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 insurance trustee under the Financial
Guaranty Insurance Policy, dated as of March 26, 2001
issued by Ambac Assurance Corporation and relating to
The Economic Development Corporation ("EDC") the
County of Monroe, Michigan Adjustable Rate Demand
Limited Obligation Refunding Revenue Bonds (The Detroit
Edison Company Project), Series 1992-CC, or to Ambac
Assurance Corporation pursuant to Part I, Section 1 of
the Supplemental Indenture dated as of March 15, 2001,
or, subject to compliance with applicable law.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called
the "Company"), a corporation of the State of Michigan,
for value received, hereby promises to pay to Ambac
Assurance Corporation, 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
Thirty-one million dollars ($31,000,000) in lawful
money of the United States of America on the date
specified in the title hereof and interest thereon at
the rate specified in the title hereof, in like lawful
money, from March 26, 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, 2001), until April 1, 2011, the
date the Company's obligations with respect to the Long
Term Interest Rate Mode ending April 1, 2011 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.
In the event that AMBAC shall make a payment of
interest or purchase price with respect to the Series
1992-CC Bonds, then, the interest rate on any amounts
so paid shall be the prime rate announced by Citibank,
N.A., from time to time, plus 2% per annum, and such
rate shall continue until such time as the Company
shall reimburse Ambac for any payments so paid.
Under a Trust Indenture ("Indenture"), dated as
of April 1, 1992, between the EDC and Bank One Trust
Company, National Association (successor to NBD Bank,
N.A.), as trustee ("Trustee"), the EDC has issued
Adjustable Rate Demand Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Project),
Series 1992-CC (hereinafter called the "Series 1992-CC
Bonds") and Ambac Assurance Corporation ("Ambac") has
issued its Financial Guaranty Insurance Policy ("Series
1992-CC Insurance Policy") relating to the guarantee of
the scheduled payment of interest on and purchase price
of the Series 1992-CC Bond for the period March 26,
2001 through April 1, 2011. This bond is being issued
to induce Ambac to issue the Series 1992-CC Insurance
Policy for the period March 26, 2001 through April 1,
2011. Payments of interest on or the purchase price of,
the Series 1992-CC Bonds shall constitute like payments
of interest and principal on this bond as further
provided herein and in the supplemental indenture
pursuant to which this bond has been issued.
Reference is hereby made to such further
provisions of this bond set forth on the reverse hereof
and such further provisions shall for all purposes have
the same effect as though set forth at this place.
This bond shall not be valid or become obligatory
for any purpose until Bankers Trust Company, the
Trustee under the Indenture hereinafter mentioned on
the reverse hereof, or its successor thereunder, shall
have signed the form of certificate endorsed hereon.
13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
caused this instrument to be executed by its Chairman of the
Board and its President or a Vice President, 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 Corporate Secretary or an
Assistant Corporate Secretary with his manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Vice President and Treasurer
............................
Assistant Corporate Secretary
14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds
of the Company, unlimited as to amount except as
provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series
of General and Refunding Mortgage Bonds known as 2001
Series AP, limited to an aggregate principal amount of
$31,000,000, 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, a trust
company of the State of New York, as Trustee, to which
Indenture and all indentures supplemental thereto
(including the Supplemental Indenture dated as of March
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 March 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
holders of the bonds and the terms and provisions of
the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects
by affirmative vote of at least eighty-five percent
(85%) in amount of the bonds then outstanding, and, if
the rights of one or more, but less than all, series of
bonds then outstanding are to be affected by the action
proposed to be taken, then also by affirmative vote of
at least eighty-five percent (85%) in amount of the
series of bonds so to be affected (excluding in every
instance bonds disqualified from voting by reason of
the Company's interest therein as specified in the
Indenture); provided, however, that, without the
consent of the holder hereof, no such modification or
alteration shall, among other things, affect the terms
of payment of the principal of or the interest on this
bond, which in those respects is unconditional.
This bond is redeemable upon the terms and
conditions set forth in the Indenture.
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 AP (or portions thereof), in
trust for the redemption of such bonds (or portions
thereof) and the interest due or to become due thereon,
and thereupon all obligations of the Company in respect
of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and
the holders thereof shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or
with respect to such bonds (or portions thereof) and
interest.
15
13
Upon payment by the Company as part of its obligations
under the Indenture of the principal of, or premium, if any,
or interest on, the Series 1992-CC Bonds, whether at
maturity or prior to maturity by redemption or otherwise or
upon provision for the payment thereof having been made in
accordance with the Indenture during the period March 26,
2001 through April 1, 2011, bonds of 2001 Series AP in a
principal amount equal to the principal amount of such
Series 1992-CC Bonds and having both a corresponding
maturity date and interest rate shall, to the extent of such
payment of principal, premium or interest, be deemed fully
paid and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged, and,
in the case of the payment of principal and premium, if any,
such bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as
may be required to effect a transfer to any successor to
Ambac Assurance Corporation pursuant to the terms and
conditions set forth in Part I, Section I of the
Supplemental Indenture, dated as of March 15, 2001 or
subject to compliance with applicable law. 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 denomina-
tions for a like aggregate principal amount will be issued
to the transferee in exchange therefor, and this bond with
others in like form may in like manner be exchanged for one
or more new bonds of the same series of other authorized
denominations, but of the same aggregate principal amount,
all as provided and upon the terms and conditions set forth
in the Indenture, and upon payment, in any event, of the
charges prescribed in the Indenture.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any claim
based hereon or otherwise in respect hereof or of the
Indenture, or of any indenture supplemental thereto, against
any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company,
or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or
penalty or otherwise howsoever; all such liability being, by
the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released by every
holder or owner hereof, as more fully provided in the
Indenture.
16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series
TRUSTEE'S designated therein, described in the within-mentioned
CERTIFICATE. Indenture.
FIRST CHICAGO TRUST COMPANY OF NEW
YORK,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and
INDENTURE. 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 Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental thereto
SUPPLEMENTAL heretofore entered into have been recorded as a real
INDENTURES. estate mortgage and/or filed as a chattel mortgage or
as a financing statement in the offices of the
respective Registers of Deeds of certain counties in
the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate
Commerce Commission, as set forth in supplemental
indentures as follows:
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
June 1, 1925(a)(b)................ Series B Bonds February 1, 1940
August 1, 1927(a)(b).............. Series C Bonds February 1, 1940
February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
June 1, 1931(a)(b)................ Subject Properties February 1, 1940
October 1, 1932(a)(b)............. Series E Bonds February 1, 1940
September 25, 1935(a)(b).......... Series F Bonds February 1, 1940
September 1, 1936(a)(b)........... Series G Bonds February 1, 1940
November 1, 1936(a)(b)............ Subject Properties February 1, 1940
February 1, 1940(a)(b)............ Subject Properties September 1, 1947
December 1, 1940(a)(b)............ Series H Bonds and 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
17
15
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
May 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
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
18
16
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
19
17
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 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
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
20
18
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
March 1, 1993..................... 1993 Series E June 30, 1993
March 15, 1993.................... 1993 Series D September 15, 1993
April 1, 1993..................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and Amendment September 15, 1993
of 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 1994 August 1, 1995
Series DP
August 1, 1995.................... 1995 Series AP and 1995 August 15, 1999
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.
21
19
RECORDING OF All the bonds of Series A which were issued under
CERTIFICATES the Original Indenture dated as of October 1, 1924, and
OF PROVISION of Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P,
FOR PAYMENT. 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 and 1993 Series D
which were issued under Supplemental Indentures dated
as of, respectively, June 1, 1925, August 1, 1927,
February 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, December 1, 1940, September 1, 1947,
November 15, 1951, January 15, 1953, May 1, 1953, March
15, 1954, May 15, 1955, August 15, 1957, December 15,
1970, November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975,
February 1, 1976, June 15, 1976, July 15, 1976, October
1, 1977, March 1, 1977, July 1, 1979, March 1, 1977,
March 1, 1977, March 1, 1977, September 1, 1979, July
1, 1977, July 1, 1979, September 15, 1979, October 1,
1977, June 1, 1978, October 1, 1977, July 1, 1979,
January 1, 1980, August 15, 1980, November 1, 1981,
October 1, 1984, May 1, 1985, May 15, 1985, January 31,
1987, June 1, 1978, October 15, 1978, December 15,
1975, February 15, 1977, September 1, 1979, June 15,
1989 and March 15, 1993 have matured or have been
called for redemption and funds sufficient for such
payment or redemption have been irrevocably deposited
with the Trustee for that purpose; and Certificates of
Provision for Payment have been recorded in the offices
of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all
bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W,
BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and
2, IIP Xx. 0, XXX Xx. 0, XXX Xx. 0, XXX No. 1 and GGP
No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby
CONDITIONS OF declared and provided, and agrees to perform the same
ACCEPTANCE OF upon the terms and conditions in the Original
TRUST BY TRUSTEE. Indenture, as amended to date and as supplemented by
this Supplemental Indenture, and in this Supplemental
Indenture set forth, and upon the following terms and
conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or
sufficiency of this Supplemental Indenture or the due
execution hereof by the Company or for or in respect of
the recitals contained herein, all of which recitals
are made by the Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein,
SECTION 318(c) OF no provision of this supplemental indenture or any
TRUST INDENTURE future supplemental indenture is intended to modify,
ACT. and the parties do hereby adopt and confirm, the
provisions of Section 318(c) of the Trust Indenture Act
which amend and supercede provisions of the Indenture
in effect prior to November 15, 1990.
EXECUTION IN 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.
22
20
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 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:
------------------------------------------------
Xxxx X. Xxxxxx
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the presence of
------------------------------------------------
Xxxxx Xxxxxx
------------------------------------------------
X. X. Xxxxxxxxxxx
STATE OF MICHIGAN
SS.:
COUNTY OF XXXXX
ACKNOWLEDGMENT On this 20th day of March, 2001, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY COMPANY. 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 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)
23
21
FIRST CHICAGO TRUST COMPANY OF,
New York,
(Corporate Seal) By
-----------------------------
Attest:
------------------------------------
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY
of New York, in the presence of
------------------------------------
------------------------------------
STATE OF ILLINOIS
SS.:
COUNTY OF XXXX
ACKNOWLEDGMENT On this day of March, 2001, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY TRUSTEE. Xxxx, in the State of Illinois, personally appeared
, to me personally known, who, being by me
duly sworn, did say that his business office is located at
Xxx Xxxx Xxx Xxxxx, Xxxxxxx, Xxxxxxxx, and he is
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)
----------------------------------
24
22
STATE OF MICHIGAN
COUNTY OF XXXXX SS.:
AFFIDAVIT AS TO X. X. Xxxxxx, being duly sworn, says: that he is
CONSIDERATION the Assistant Treasurer of THE DETROIT EDISON COMPANY,
AND GOOD FAITH. 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.
----------------------------
X. X. Xxxxxx
Sworn to before me this day of
March, 2001
This instrument was drafted by Xxxxxxx X. Xxxxxxx,
Esq., 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
