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EXHIBIT 4-191
EXECUTED IN 50 COUNTERPARTS
OF WHICH THIS IS COUNTERPART NO. 36
THE DETROIT EDISON COMPANY
(0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 48226)
TO
BANKERS TRUST COMPANY
(Four Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000)
AS TRUSTEE
----------------
INDENTURE
Dated as of March 1, 1993
----------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(a) SECURED MEDIUM-TERM NOTES, 1993 SERIES E,
AND
(b) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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Page
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PARTIES ................................................................... 1
RECITALS
Original Indenture and Supplementals ..................................... 1
Issue of Bonds under Indenture ........................................... 1
Bonds heretofore issued .................................................. 1
Reason for creation of new series ........................................ 5
Bonds to be 1993 Series E ................................................ 5
Further assurance ........................................................ 5
Authorization of Supplemental Indenture .................................. 5
Consideration for Supplemental Indenture ................................. 5
PART I.
CREATION OF THREE HUNDRED FOURTH
SERIES OF BONDS
1993 SERIES E
Sec. 1. Terms of Bonds of 1993 Series E ................................... 6
Sec. 2. Redemption of Bonds of 1993 Series E .............................. 7
Exchange and transfer ............................................. 8
Sec. 3. Consent ........................................................... 8
Sec. 4. Form of Bonds of 1993 Series E .................................... 9
Form of Trustee's Certificate ..................................... 15
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture ................................ 17
Recording and filing of Supplemental Indentures ........................... 17
Recording of Certificates of Provision for Payment ........................ 21
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee .................... 21
PART IV.
MISCELLANEOUS
Confirmation of Section 318 (c) of Trust Indenture Act .................... 21
Execution in Counterparts ................................................. 21
Testimonium ............................................................... 22
Execution and Acknowledgements ............................................ 22
Affidavit as to consideration and good faith .............................. 24
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of the first day of March,
in the year one thousand nine hundred and ninety-three,
between THE DETROIT EDISON COMPANY, a corporation organized
and existing under the laws of the State of Michigan and a
transmitting utility (hereinafter called the "Company"),
party of the first part, and BANKERS TRUST COMPANY, a
corporation organized and existing under the laws of the
State of New York, having its corporate trust office at Four
Albany Street, in the Borough of Manhattan, The City and
State of New York, as Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as of
SUPPLEMENTALS. the "Original Indenture"), dated 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 and
January 1, 1993 supplemental to the Original Indenture, have
heretofore been entered into between the Company and the
Trustee (the Original Indenture and all indentures
supplemental thereto together being hereinafter sometimes
referred to as the "Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall
BONDS UNDER be issuable in one or more series, and makes provision that
INDENTURE. the rates of interest and dates for the payment thereof, the
date of maturity or dates of maturity, if of serial maturity,
the terms and rates of optional redemption (if redeemable),
the forms of registered bonds without coupons of any series
and any other provisions and agreements in respect thereof,
in the Indenture provided and permitted, as the Board of
Directors may determine, may be expressed in a supplemental
indenture to be made by the Company to the Trustee
thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Six billion seven
ISSUED. hundred sixty-six million five hundred ninety-seven thousand
dollars ($6,766,597,000) 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,
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(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 0 - Principal Amount $60,000,000,
(16) Bonds of Series P - Principal Amount $70,000,000,
(17) Bonds of Series Q - Principal Amount $40,000,000,
(18) Bonds of Series W - Principal Amount $50,000,000,
(19) Bonds of Series AA - Principal Amount $100,000,000,
(20) Bonds of Series BB - Principal Amount $50,000,000,
(21) Bonds of Series CC - Principal Amount $50,000,000,
(22) Bonds of Series UU - Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 - Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 - Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 - Principal Amount $42,300,000,
(68) Bonds of Series HH - Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 - Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 - Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 - Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 - Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 - Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 - Principal Amount $18,880,000,
(161-177) Bonds of Series QQP Nos. 1-17 - Principal Amount $12,780,000,
(178-192) Bonds of Series TTP Nos. 1-15 - Principal Amount $3,800,000,
(193) Bonds of 1980 Series A - Principal Amount $50,000,000,
(194-218) Bonds of 1980 Series CP Nos. 1-25 - Principal Amount $35,000,000,
(219-229) Bonds of 1980 Series DP Nos. 1-11 - Principal Amount $10,750,000,
(230-243) Bonds of 1981 Series AP Nos. 1-14 - Principal Amount $59,000,000,
(244) Bonds of 1985 Series A - Principal Amount $35,000,000,
(245) Bonds of 1985 Series B - Principal Amount $50,000,000,
(246) Bonds of Series PP - Principal Amount $70,000,000,
(247) Bonds of Series RR - Principal Amount $70,000,000,
(248) Bonds of Series EE - Principal Amount $50,000,000,
(249-250) Bonds of Series MMP and MMP
No. 2 - Principal Amount $5,430,000,
(251) Bonds of Series T - Principal Amount $75,000,000,
(252) Bonds of Series U - Principal Amount $75,000,000,
(253) Bonds of 1986 Series B - Principal Amount $100,000,000,
(254) Bonds of 1987 Series D - Principal Amount $250,000,000,
(255) Bonds of 1987 Series E - Principal Amount $150,000,000,
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;
(256) Bonds of Series R in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(257) Bonds of Series S in the principal amount of One
hundred fifty million dollars ($150,000,000), all of which
are outstanding at the date hereof;
(258) Bonds of Series V in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(259) Bonds of Series X in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(260) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
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(261) Bonds of Series Z in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(262-267) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred ninety
thousand dollars ($193,290,000), all of which are outstanding
at the date hereof;
(268-269) Bonds of Series QQP Nos. 18-19 in the principal
amount of Eight hundred seventy thousand dollars ($870,000),
all of which are outstanding at the date hereof;
(270) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which One
hundred ten million dollars ($110,000,000) principal amount
have heretofore been retired and Forty million dollars
($40,000,000) principal amount are outstanding at the date
hereof;
(271) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which
Seventy-three million one hundred fifty thousand dollars
($73,150,000) principal amount have heretofore been retired
and Twenty-six million eight hundred fifty thousand dollars
($26,850,000) principal amount are outstanding at the date
hereof;
(272-273) Bonds of 1981 Series AP Nos. 15-16 in the principal
amount of Sixty-five million dollars ($65,000,000), all of
which are outstanding at the date hereof;
(274) Bonds of 1984 Series AP in the principal amount of Two
million four hundred thousand dollars ($2,400,000), all of
which are outstanding at the date hereof;
(275) Bonds of 1984 Series BP in the principal amount of
Seven million seven hundred fifty thousand dollars
($7,750,000), all of which are outstanding at the date
hereof;
(276) Bonds of 1986 Series A in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(277) Bonds of 1986 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(278) Bonds of 1987 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(279) Bonds of 1987 Series B in the principal amount of One
hundred seventy-five million dollars ($175,000,000), all of
which are outstanding at the date hereof;
(280) Bonds of 1987 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(281) Bonds of 1987 Series F in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(282) Bonds of 1989 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(283) Bonds of 1989 Series BP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date
hereof;
(284) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Eighteen million eight
hundred thirty-seven thousand dollars ($18,837,000) principal
amount have heretofore been retired and One hundred
seventy-five million eight hundred twelve thousand dollars
($175,812,000) principal amount are outstanding at the date
hereof;
(285) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which Twenty-
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eight million five hundred forty-eight thousand dollars
($28,548,000) principal amount have heretofore been retired
and Two hundred twenty-eight million three hundred eighty-
four thousand dollars ($228,384,000) principal amount are
outstanding at the date hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Ten million two hundred
fifty-seven thousand dollars ($10,257,000) principal amount
have heretofore been retired and Seventy-five million two
hundred eighteen thousand dollars ($75,218,000) principal
amount are outstanding at the date hereof;
(287) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(288) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(292) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(293) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(295) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding
at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which are
outstanding at the date hereof;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding
at the date hereof;
and, accordingly, of the bonds so issued, Four billion one
hundred forty-three million six hundred fifty-four thousand
dollars ($4,143,654,000) principal amount are outstanding at
the date hereof; and
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REASON FOR WHEREAS, the Company desires to provide funds to refund or
CREATION OF replace funds utilized by the Company for the purpose of
NEW SERIES. meeting (or replacing corporate funds utilized for such
purposes) debt and Preferred and Preference Stock refundings
(including optional redemptions) and for this purpose desires
to issue and sell a new series of bonds to be issued under
the Indenture in the aggregate principal amount of up to Four
hundred million dollars ($400,000,000) to be authenticated
and delivered pursuant to Section 8 of Article III of the
Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture
1993 Series E. to create such new series of bonds, to be designated "Secured
Medium-Term Notes, 1993 Series E"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity (saving
and excepting, however, the property therein specifically
excepted or released from the lien thereof), and the Company
therein covenanted that it would, upon reasonable request,
execute and deliver such further instruments as may be
necessary or proper for the better assuring and confirming
unto the Trustee all or any part of the trust estate, whether
then or thereafter owned or acquired by the Company (saving
and excepting, however, property specifically excepted or
released from the lien thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the INDENTURE, AND pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. of the covenants contained in the Indenture and of the sum
of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, hereby covenants and agrees to and
with the Trustee and its successors in the trusts under the
Original Indenture and in said indentures supplemental
thereto as follows:
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PART I.
CREATION OF THREE HUNDRED
FOURTH
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
1993 SERIES E
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundred
OF 1993 SERIES E. fourth series of General and Refunding Mortgage Bonds to be
issued under and secured by the Original Indenture as amended
to date and as further amended by this Supplemental
Indenture, to be designated, and to be distinguished from the
bonds of all other series, by the title "Secured Medium-Term
Notes, 1993 Series E" (elsewhere herein referred to as the
"bonds of 1993 Series E"). The aggregate principal amount of
bonds of 1993 Series E, which shall be issued from time to
time, shall be limited to Four hundred million dollars
($400,000,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
The bonds of 1993 Series E shall be issued as registered
bonds without coupons in denominations of $1,000 and any
multiple thereof. Each bond of 1993 Series E shall mature on
such date not less than two years from date of issue, shall
bear interest at such rate or rates and have such other terms
and provisions not inconsistent with the Indenture as may be
set forth in a Certificate filed by the Company with the
Trustee referring to this Supplemental Indenture; interest on
bonds of 1993 Series E shall be payable semi-annually on
interest payment dates specified by the Company and at
maturity; and thereafter until the Company's obligation with
respect to the payment of said principal shall have been
discharged as provided in the Indenture. Except as otherwise
specifically provided in this Supplemental Indenture, the
principal of and interest on the bonds of 1993 Series E shall
be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New
York in any coin or currency of the United States of America
which at the time of payment is legal tender for public and
private debts. The interest on bonds of 1993 Series E,
whether in temporary or definitive form, shall be payable
without presentation of such bonds and (subject to the
provisions of this Section 1) only to or upon the written
order of the registered holders thereof.
Each bond of 1993 Series E shall be dated the date of its
authentication.
The bonds of 1993 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 1993 Series E). Until bonds of 1993 Series E in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 1993
Series E in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
E, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series E.
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Interest on any bond of 1993 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 specified by the
Company. If the Issue Date of the bonds of 1993 Series E of a
designated interest rate and maturity is after the record
date, such bonds shall bear interest from the Issue Date but
payment of interest shall commence on the second interest
payment date succeeding the Issue Date. "Issue Date" with
respect to bonds of 1993 Series E of a designated interest
rate and maturity shall mean the date of first authentication
of bonds of such designated interest rate and maturity. If
the Company shall default in the payment of the interest due
on any interest payment date on the principal represented by
any bond of 1993 Series 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 1993 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 1993 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 1993
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.
REDEMPTION OF SECTION 2. The bonds of 1993 Series E may be redeemable
BONDS OF 1993 prior to stated maturity in the manner set forth in a
SERIES E Certificate filed by the Company with the Trustee.
The bonds of 1993 Series E may be redeemable as aforesaid
and except as otherwise provided herein, and as specified in
Article IV of the Indenture upon giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) days, but not more
than ninety (90) days, prior to the date fixed for redemption
to the registered holders of bonds of 1993 Series E so called
for redemption at their last respective addresses appearing
on the register thereof, but failure to mail such notice to
the registered holders of any bonds of 1993 Series E
designated for redemption shall not affect the validity of
any such redemption of any other bonds of such series.
Interest shall cease to accrue on any bonds of 1993 Series E
(or any portion thereof) so called for redemption from and
after the date fixed for redemption if payment sufficient to
redeem the bonds of 1993 Series E (or such portion)
designated for redemption has been duly provided for. Bonds
of 1993 Series E redeemed in part only shall be in amounts of
$1,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall have become available for payment to the holders
of the bonds of 1993 Series E so to be redeemed) sufficient
to redeem bonds of 1993 Series E in whole or in part, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and interest due or to become due thereon shall
cease and be discharged and the holders of such bonds of 1993
Series E (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or in
respect of such bonds (or portions thereof) and interest.
The bonds of 1993 Series E may be entitled to or subject to
any sinking fund specified in a Certificate filed by the
Company with the Trustee.
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EXCHANGE AND At the option of the registered holder, any bonds of 1993
TRANSFER. Series E, upon surrender thereof for cancellation at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, The State of New York, together with a
written instrument of transfer (if so required by the Company
or by the Trustee) in form approved by the Company duly
executed by the holder or by its duly authorized attorney,
shall be exchangeable for a like aggregate principal amount
of bonds of 1993 Series E subject to the same terms and
conditions of other authorized denominations, upon the terms
and conditions specified herein and in Section 7 of Article
II of the Indenture. Bonds of 1993 Series E shall be
transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New
York. The Company waives its rights under Section 7 of
Article II of the Indenture not to make exchanges or
transfers of bonds of 1993 Series E during any period of ten
(10) days next preceding any interest payment date for such
bonds.
Bonds of 1993 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
with the rules or regulations of any stock exchange or to
conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1993 Series E, by
their acceptance of and holding thereof, consent and agree
that bonds of any series may be issued which mature on a date
or dater, later than October 1, 2024 and also consent to the
deletion from the first paragraph of Section 5 of Article II
of the Indenture of the phrase "but in no event later than
October 1, 2024". Such holders further agree that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in this Section 3, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
The holders of bonds of the 1993 Series E consent that the
Company may, but shall not be obligated to, fix a record date
for the purpose of determining the holders of bonds of 1993
Series E entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who were
holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such persons
continue to be holders after such record date. No such
consent shall be valid or effective for more than 90 days
after such record date.
11
9
FORM OF SECTION 4. The bonds of 1993 Series E and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES E. substantially in the following forms, respectively:
[FORM OF BOND)
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
1993 Series E
Unless and until this Bond is exchanged in whole or in part
for certified Bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by
The Depositary Trust Company or its successor (the
"Depositary"), this Bond may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such
successor Depositary. Unless this certificate is presented by
an authorized representative of the Depositary to the issuer
or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in
the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary and any amount
payable thereunder is made payable to Cede & Co. or such
other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Bond may be exchanged for certificated Bonds
registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary
is not appointed by the issuer within 90 days, or (b) the
issuer, the Trustee and the Depositary consent to such
exchange.
If applicable, the "Amount of OID", the "Original Issue
Date", the "Yield to Maturity", and the "Short Accrual Period
OID" (computed under the Approximate Method) will be set
forth below. The calculation of the amount of OID upon (a)
optional redemption or (b) declaration of acceleration is
discussed herein.
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R- $__________________________ CUSIP No. _____________
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY OF
ISSUE DATE: DATE: MODIFIED PAYMENT
UPON ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION
PERCENTAGE: If yes, state Issue Price:
INTEREST RATE:
AMOUNT OF OID PER APPLICABILITY OF
INTEREST PAYMENT $1,000 OF PRINCIPAL: ANNUAL REDEMPTION
DATES: ____________ PERCENTAGE
____________ INTEREST PAYMENT INCREASE:
PERIOD:
RECORD DATES: _____ If yes, state each
_____ APPLICABILITY OF redemption date and
ANNUAL REDEMP- redemption price:
OPTIONAL TION PERCENTAGE
REPAYMENT DATE(S): REDUCTION: SHORT ACCRUAL
___________________ PERIOD OID:
___________________ If yes, state Annual
___________________ Percentage Reduction:
SINKING FUND YIELD TO MATURITY:
PROVISIONS:
AMORTIZATION
SCHEDULE:
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THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation
of the State of Michigan, for value received, hereby promises to pay to Cede &
Co. or registered assigns, at its office or agency in the Borough of Manhattan,
The City and State of New York, the principal sum specified above in lawful
money of the United States of America on the Maturity Date specified above, and
to pay interest thereon at the rate specified above, at such office or agency,
in like lawful money, from the Issue Date specified above if the date of this
bond is prior to the first interest payment date, otherwise from the most recent
date to which interest has been paid, semi-annually on the Interest Payment
Dates specified above in each year, to the person in whose name this bond is
registered at the close of business on the applicable Record Date specified
above (subject to certain exceptions provided in the Indenture hereinafter
mentioned), until the Company's obligation with respect to payment of said
principal shall have been discharged, all as provided, to the extent and in the
manner specified in such Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which this bond has been issued.
If the date of this bond (if other than the Issue Date) is after a Record Date
(as specified above) with respect to any Interest Payment Date and on or prior
to such Interest Payment Date, then interest shall be payable only from such
Interest Payment Date. If the Issue Date is after such Record Date, then
interest shall be payable from the Issue Date and payment of interest shall
commence on the second Interest Payment Date succeeding the Issue Date. If the
Company shall default in the payment of interest due on any Interest Payment
Date, then interest shall be payable from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid, from the
Issue Date.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter mentioned on
the reverse hereof, or its successor thereunder, shall have signed the form of
certificate endorsed hereon.
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This bond is one of an authorized issue of bonds of the Company, unlimited as
to amount except as provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series of General and Refunding
Mortgage Bonds known as Secured Medium-Term Notes, 1993 Series E (elsewhere
herein referred to as the "bonds of 1993 Series E"), limited to an aggregate
principal amount of $400,000,000, except as otherwise provided in the Indenture
hereinafter mentioned. This bond and all other bonds of said series are issued
and to be issued under, and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular series and except as
provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as
of October 1, 1924, duly executed by the Company to Bankers Trust Company, a
corporation of the State of New York, as Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as
of March 1, 1993) reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent of the security,
the terms and conditions upon which the bonds are issued and under which
additional bonds may be issued, and the rights of the holders of the bonds and
of the Trustee in respect of such security (which Indenture and all indentures
supplemental thereto, including the Supplemental Indenture dated as of March 1,
1993, are hereinafter collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are issuable in
series, which may mature at different times, may bear interest at different
rates and may otherwise vary as in said Indenture provided. With the consent of
the Company and to the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the bonds and the
terms and provisions of the Indenture, or of any indenture supplemental thereto,
may be modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in principal amount of the bonds then outstanding,
and, if the rights of one or more, but less than all, series of bonds then
outstanding are to be affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in principal amount of
the series of bonds so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest therein as
specified in the Indenture); provided, however, that, without the consent of the
holder hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of, or the interest on, this bond,
which in those respects is unconditional.
The holder of this bond of 1993 Series E hereby consents that the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of bonds of this series entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
The holders of the bonds of 1993 Series E, by their acceptance of and holding
thereof, consent and agree that bonds of any series may be issued which mature
on a date or dates later than October 1, 2024 and also consent to the deletion
from the first paragraph of Section 5 of Article II of the Indenture of the
phrase "but in no event later than October 1, 2024,". Such holders further agree
that (a) such consent shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holders, be deemed the affirmative
vote of such holders at any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion shall become effective
at such time as not less than eighty-five per cent (85%) in principal amount of
bonds outstanding under the Indenture shall have consented thereto substantially
in the manner set forth in
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Section 3 of Part I of the Supplemental Indenture dated as of March 1, 1993, or
in writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
This bond is subject to the redemption provisions specified above.
Under the Indenture, funds may be deposited with the Trustee (which shall
have become available for payment), in advance of the redemption date of any of
the bonds of 1993 Series 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.
This bond is entitled to or subject to the sinking fund provisions specified
above.
This bond will be subject to repayment at the option of the holder hereof on
the Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this bond shall not
be so repaid at the option of the holder hereof prior to maturity. On any
Optional Repayment Date, this bond shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount hereof shall
not be less than the authorized denomination hereof) at the option of the holder
hereof at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this bond
to be repaid in whole or in part at the option of the holder hereof, this bond
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its corporate trust office at 0 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, or such address which the Company shall from time to time notify
the holders of the bond, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. If specified above that this bond is subject to (i)
"Annual Redemption Percentage Reduction" or (ii) "Annual Redemption Percentage
Increase", then this bond may be redeemed in whole or in part at the option of
the Company on or after the Initial Redemption Date specified on the face hereof
on the terms set forth above, together with interest accrued and unpaid hereon
to the date of redemption (except as provided below). If this bond is subject to
"Annual Redemption Percentage Reduction", the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the Initial
Redemption Date specified above by the Annual Percentage Reduction specified on
the face hereof until the redemption price of this bond is 100% of the principal
amount hereof. If this bond is subject to "Annual Redemption Percentage
Increase", the amount of original issue discount allocable to such short accrual
period is the Amortized Amount. "Amortized Amount" means the original issue
discount amortized from the Original Issue Date to the date of redemption or
declaration, as the case may be, which amortization shall be calculated using
the constant yield method" (computed in accordance with the rules under the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, in
effect on the date of redemption or declaration, as the case may be).
In case an event of default, as defined in the Indenture, shall occur, the
principal of all the bonds issued thereunder may become or be declared due and
payable, in the manner, with the effect and subject to the conditions, provided
in the Indenture.
If specified above that this bond is subject to "Modified Payment upon
Acceleration," then (i) if the principal hereof is declared to be due and
payable as discussed in the preceding paragraph, the amount of principal due and
payable with respect to this bond shall be limited to the sum of the Issue Price
specified above plus the Amortized Amount, (ii) for the purpose of any vote of
securityholders taken pursuant to the Indenture prior to the acceleration of
payment of this bond, the principal amount hereof shall equal the amount that
would be due and payable
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14
hereon, calculated as set forth in clause (i) above, if this bond were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of securityholders taken pursuant to the Indenture following the
acceleration of payment of this bond, the principal amount hereof shall equal
the amount of principal due and payable with respect to this bond, calculated as
set forth in clause (i) above.
This bond is transferable by the registered holder hereof, in person or by
his attorney duly authorized in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The City and State of New York,
upon surrender and cancellation of this bond, and, thereupon, a new registered
bond or bonds of the same series of authorized denominations for a like
aggregate principal amount will be issued to the transferee or transferees in
exchange herefore, and this bond with others of like form may in like manner be
exchanged for one or more new registered bonds of the same series of other
authorized denominations, but of the same aggregate principal amount, all as
provided and upon the terms and conditions set forth in the Indenture, and upon
payment, in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of, or the interest
on, this bond, or for any claim based hereon or otherwise in respect hereof or
of the Indenture, or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise howsoever; all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released by every holder or owner hereof, as more fully
provided in the Indenture.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to
be executed on its behalf by its Chairman of the Board and its Vice President
and Treasurer, with their manual or facsimile signatures, and its corporate
seal, or a facsimile thereof, to be impressed or imprinted hereon and the same
to be attested by its Secretary or an Assistant Secretary by manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By____________________________
Chairman of the Board
____________________________
[SEAL] Vice President and Treasurer
Attest:
___________________________
Corporate Secretary
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[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By.................................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
____________________________________________________________
(please insert social security or other identifying
number of assignee)
____________________________________________________________
____________________________________________________________
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does hereby
irrevocably constitute and appoint
____________________________________________________________
____________________________________________________________
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
__________________________
Notice: The signature to this assignment must correspond with
the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this bond (or portion hereof specified below) pursuant to its terms at a
price equal to the principal amount hereof together with interest to the
applicable Optional Repayment Date, to the undersigned, at
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 0 Xxxxxx Xx., Xxx
Xxxx, Xxx Xxxx, or at such other place or places of which the Company shall from
time to time notify the holder of this bond, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
bond, this bond with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination of this bond
and shall be an integral multiple of $1,000 of the bond to be issued to the
holder for the portion of this bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not being repaid).
$ _______________________
Date ____________________
Notice: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of this bond in every particular, without
alteration or enlargement or any change whatever.
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PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth in
the Supplemental Indenture dated as of May 1, 1974, has been
filed in the Office of the Secretary of State of Michigan on
November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8,
1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore entered
SUPPLEMENTAL into have been recorded as a real estate mortgage and/or
INDENTURES. 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 Ad- September 1, 1947
ditional 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 Provi-
sions
November 15, 1951 (a)(b)(c) ........... Series K Bonds January 15, 1953
Additional Provisions
and Subject Properties
January 15, 1953 (a)(b) ............... Series L Bonds May 1, 1953
May 1, 1953 (a) ....................... Series M Bonds March 15, 1954
and Subject Properties
Xxxxx 00, 0000 (x)(x) ................. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955 (a)(e) ................... Series 0 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
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
October 1, 1968 (a)(e) ................ Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969 (a)(e) ............... 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 December 15, 1975
Bonds and Subject
Properties
December 15, 1975 ..................... Series XX Xxxxx February 1, 1976
and 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 February 15, 1977
and 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 March 15, 1979
and Subject Properties
March 15, 1979 ........................ Series SS Bonds July 1, 1979
and Subject Properties
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RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
July 1, 1979 .......................... Series IIP Nos. 8-22 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 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 August 1, 1981
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 Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981 ...................... 1981 Series AP Nos. June 30, 1982
1-12 Bonds
June 30, 1982 ......................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982 ....................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983 .......................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984 ....................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985 ........................... 1985 Series A Bonds May 15, 1985
May 15, 1985 .......................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985 ...................... Series KKP Xx. 0 Xxxxx Xxxxx 0, 0000
and Subject Properties
22
20
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
April 1, 1986 ......................... 1986 Series A and 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 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 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 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
--------------------
(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.
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RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of Series
OF PROVISION B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, T, U, W, AA,
FOR PAYMENT. BB, CC, DDP Nos. 0-0, XXX Nos. 1-14, GGP Nos. 1-22, HH, IIP
Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP Nos. 1-15, NNP
Nos. 1-21, OOP Nos. 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. 1-14,1985 Series A, 1985 Series B,
PP, RR, EE, MMP, MMP Xx. 0, 0000 Xxxxxx X, 0000 Series D, and
1987 Series E which were issued under Supplemental Indentures
dated as of, respectively, June 1, 1925, August 1, 1927,
February 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, December 1, 1940, September 1, 1947,
November 15, 1951, January 15, 1953, May 1, 1953, March 15,
1954, May 15, 1955, August 15, 1957, June 1, 1959, December
1, 1969, July 1, 1970, December 15, 1970, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975, February
1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March
1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1,
1977, September 1, 1979, July 1, 1977, July 1, 1979,
September 15, 1979, October 1, 1977, June 1, 1978, October 1,
1977, July 1, 1979, January 1, 1980, August 15, 1980,
November 1, 1981, May 1, 1985, May 15, 1985, June 1, 1978,
October 15, 1978, December 15, 1975, February 15, 1977,
September 1, 1979, August 15, 1986 and August 15, 1987 have
matured or have been called for redemption and funds
sufficient for such payment or redemption have been
irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP Xx. 0, XXX
Xx. 0, XXX Xx. 0, XXX No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof by
the Company or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) provision of this supplemental indenture or any future
OF TRUST INDENTURE supplemental indenture is intended to modify, and the parties
ACT. 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.
24
22
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND
BANKERS TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED
IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE
CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT
VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND
IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED BY
THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS
OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ X. X. Xxxxxx
-------------------------
X. X. Xxxxxx
Assistant Treasurer
EXECUTION. ATTEST:
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
Secretary
Signed, sealed and delivered
by THE DETROIT EDISON COMPANY,
in the presence of
Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
STATE OF MICHIGAN
COUNTY OF XXXXX ss.:
ACKNOWLEDGMENT On this 11th day of March, 1993, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. Xxxxx, in the State of Michigan, personally appeared X. X.
Xxxxxx, to me personally known, who, being by me duly sworn,
did say that he does business at 0000 Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 and is the Assistant Treasurer of THE DETROIT
EDISON COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows the
corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like
authority; and said X. X. Xxxxxx, acknowledged said
instrument to be the free act and deed of said corporation.
/s/ Xxxxx X. Xxxxxx
-------------------------------------
(Notarial Seal) Xxxxx X. Xxxxxx, Notary Public
Macomb County, MI
(Acting in Xxxxx County)
My Commission Expires August 23, 1993
25
23
BANKERS TRUST COMPANY,
(Corporate Seal) By /s/ X. X. Xxxxxx
-------------------
X. X. Xxxxxx
Vice President
Attest:
/s/ Xxxxx Xxxx
-------------------------
Xxxxx Xxxx
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ Xxxx Xxxxxx
----------------------------
Xxxx Xxxxxx
/s/ Xxxxxxxxxx XxXxxxx
----------------------------
Xxxxxxxxxx XxXxxxx
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
Acknowledgment On this 5th day of March, 1993, before me, the
of execution subscriber, a Notary Public within and for the County of
by Trustee. Queens, in the State of New York, personally appeared X. X.
Xxxxxx, to me personally known, who, being by me duly sworn,
did say that his business office is located at Four Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and he is Vice President of
BANKERS TRUST COMPANY, one of the corporations described in
and which executed the foregoing instrument; that he knows
the corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like
authority; and said X. X. Xxxxxx acknowledged said
instrument to be the free act and deed of said corporation.
(Notarial Seal)
Xxxxxxxx Xxxxxxx
------------------------------------
Xxxxxxxx Xxxxxxx
Notary Public, State of New York
No. 00-0000000
Qualified in Queens County
Certificate filed in New York County
Commission Expires Sept. 16, 1993
26
24
STATE OF MICHIGAN
COUNTY OF XXXXX SS.:
AFFIDAVIT AS TO X. X. Xxxxxx, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has
knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for the
purposes in such instrument set forth.
X. X. Xxxxxx
---------------------------
X. X. Xxxxxx
Sworn to before me this 11th day of
March, 1993
Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, Notary Public
Macomb County, MI
(Acting in Xxxxx County)
My Commission Expires August 23, 1993
(Notarial Seal)
This instrument was drafted by Xxxxxxx X. Xxxxxxx, Esq.,
0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
Return to:
Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx, X000 XXX
Xxxxxxx, XX 00000
27
TRUSTEE'S CERTIFICATE
BANKERS TRUST COMPANY, Trustee under the Mortgage and Deed of Trust dated as of
October 1, 1924, between THE DETROIT EDISON COMPANY (hereinafter referred to as
the "Company") and BANKERS TRUST COMPANY, Trustee, (hereinafter referred to as
the "Trustee"), as amended and supplemented, hereby certifies as follows:
1. That the Supplemental Indenture dated as of March 1, 1993 was executed
on its behalf by Xxxxxx X. Xxxxxx, a Vice President, and its corporate
seal was affixed thereto and attested by Xxxxx Xxxx, as Assistant
Secretary, both of whom were at the time of the acts mentioned duly
elected or appointed officers of BANKERS TRUST COMPANY and duly
authorized to perform said acts;
2. That, pursuant to the provisions of Section 8 of Article III of said
Mortgage and Deed of Trust, as so amended and supplemented, and upon
the written order of the Company, it will authenticate and deliver from
time to time up to $400,000,000 principal amount of General and
Refunding Mortgage Bonds, 1993 Series E, designated Secured Medium Term
Notes (the "Bonds of 1993 Series E") in definitive form, and that such
Bonds will be authenticated on its behalf by one or more persons who
are at the time of authentication duly authorized to authenticate said
Bonds as Authorized Officers and thereafter any bond issued pursuant to
Sections 7 and 13 of Article II of the Mortgage and Deed of Trust will
be authenticated by one or more persons who are at the time of
authentication duly authorized to authenticate said bonds as Authorized
Officers;
3. That, prior to the date hereof, there have been issued and are
presently outstanding under the Deed of Trust, as so amended and
supplemented, $4,143,654,000 principal amount of General and Refunding
Mortgage Bonds; and
4. That, as Trustee, it has had no notice or knowledge that the Company is
in default under any of the provisions of said Mortgage and Deed of
Trust as so amended and supplemented.
IN WITNESS WHEREOF, BANKERS TRUST COMPANY has caused this Certificate to be
executed in its corporate name and its corporate seal to be hereunto affixed by
a Vice President this 15th day of March, 1993.
BANKERS TRUST COMPANY, Trustee
/s/ X. X. XXXXXX
------------------------------
X. X. XXXXXX
VICE PRESIDENT
I, Xxxxx Xxxx, as Assistant Secretary of Bankers Trust Company, DO HEREBY
CERTIFY that X. X. Xxxxxx is duly appointed Vice President of Bankers Trust
Company as of the date hereof and that the above signature is his genuine
signature.
/s/ XXXXX XXXX
-------------------------------
XXXXX XXXX
ASSISTANT SECRETARY
DETED-13
28
BANKERS TRUST COMPANY NEW YORK
I, Xxxx Xxxxxxxx, Assistant Secretary of BANKERS TRUST COMPANY, a
corporation duly organized and existing under the Laws of the State of New York,
hereby certify that the following is a true and correct copy of resolutions duly
passed by the Board of Directors of said Company at meetings regularly and duly
held, at which quorums were present; that said resolutions are still in force;
and that no action has been taken in any way to nullify the effect of same:
RESOLVED, that the Chairman of the Board, the President, each Vice
Chairman, each Executive Vice President, each Managing Director, each
Senior Vice President, the General Auditor and the General Credit
Auditor be, and each of them hereby is, authorized and empowered to sign
any contract, document, instrument, certificate or other writing that it
may be necessary or appropriate to execute for, or on behalf of, the
Company in the conduct of its lawful business, either on its own behalf
or in a fiduciary, representative or agency capacity;
RESOLVED, that authority be, and hereby is, granted to the Chairman of
the Board, the President, each Vice Chairman, each Executive Vice
President, each Managing Director, each Senior Vice President, the
General Auditor, and the General Credit Auditor, in such instances and
to such extent as in the judgement of any one of said officers may be
proper and desirable, to authorize in writing from time to time
employees of the Company, including officers elected or appointed by the
Board of Directors in accordance with the By-laws, to have general or
limited signing authority in any one or more of the following groups;
that such authority shall be applicable only to the performance or
discharge of the assigned duties of such officer or employee within his
or her particular division or function; and that any grant of signing
authority may include a designation of the title or capacity in which
such employee is authorized to exercise such signing authority;
provided, however, that the General Auditor and the General Credit
Auditor shall not have the authority to grant Group A signing authority:
GROUP A. Authority to sign any contract, document, instrument,
certificate or other writing that it may be necessary or
appropriate to execute for, or on behalf of, the Company in the
conduct of its lawful business, either on its own behalf or in
a fiduciary, representative or agency capacity.
GROUP B. Authority to sign any purchase order or contract for the
purchase by the Company of goods and services.
GROUP G. Authority to sign as an Assistant Secretary or Special
Assistant Secretary with authority to sign or countersign for
this Company as Registrar, Transfer Agent or Paying Agent; to
certify stockholders and bondholders lists prepared from
records maintained by this Company in its capacity as Transfer
Agent or Registrar; to certify tabulations of proxies received
by this Company in its capacity as agent for the corporation
issuing the stock to which the proxies pertain; to execute
cremation certificates covering cancelled securities or coupons
destroyed by this Company as Trustee or in any other capacity;
to sign with the title of "Transfer Clerk", certificates for
the capital stock and/or preferred stock of this Company; to
sign certificates of authentication for and on behalf of this
Company as Trustee or in any other representative capacity in
respect of bonds, notes, debentures and other obligations
issued under corporate mortgages, trust agreements, or other
indentures or resolutions; and to sign certificates for
securities deposited, interim certificates and other
certificates for and on behalf of this Company as Depositary,
Transfer Agent, Registrar or in some other agency capacity.
I, further certify that the following persons hold in this Company the
positions and signing authority classifications indicated below and that the
signatures appearing alongside their names are specimens of their true
signatures:
Name Title Specimen Signature Classification
---- ----- ------------------ --------------
Xxxxxx X. Xxxxxx Vice President /s/ Xxxxxx X. Xxxxxx A
--------------------
Xxxxx Xxxx Assistant Secretary /s/ Xxxxx Xxxx A
-----------------
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Company this 15th day of March, 1993.
------------------------------
ASSISTANT SECRETARY OF
BANKERS TRUST COMPANY
BANKERS TRUST COMPANY NEW YORK
