EX-4.213 5 k60357ex4-213.txt SUPPLEMENTAL INDENTURE, DATED 11/30/92 1 EXHIBIT 4-213 CONFORMED COPY THE DETROIT EDISON COMPANY (2000 Second Avenue, Detroit, Michigan 48226) TO BANKERS TRUST COMPANY (Four Albany Street, New York, New York 10015) AS TRUSTEE ------------------------ INDENTURE Dated as of November 30, 1992 ------------------------ SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 PROVIDING FOR (A) GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES E, DUE DECEMBER 15, 1999, (B) GENERAL AND REFUNDING MORTGAGE BONDS, 1993 SERIES B, DUE DECEMBER 15, 1999 AND (C) RECORDING AND FILING DATA 2 i TABLE OF CONTENTS* ------------------------
PAGE ---- PARTIES..................................................... 1 RECITALS Original Indenture and Supplementals...................... 1 Issue of Bonds under Indenture............................ 1 Bonds heretofore issued................................... 1 Reason for creation of new series......................... 4 Bonds to be 1992 Series E and 1993 Series B............... 4 Further assurance......................................... 4 Authorization of Supplemental Indenture................... 5 Consideration for Supplemental Indenture.................. 5 PART I. CREATION OF TWO HUNDRED NINETY-NINTH SERIES OF BONDS 1992 SERIES E Sec. 1. Terms of Bonds of 1992 Series E..................... 5 Sec. 2. Optional Redemption of Bonds of 1992 Series E....... 6 Direct Payments..................................... 7 Exchange and transfer............................... 8 Sec. 3. Consent............................................. 8 Sec. 4. Form of Bonds of 1992 Series E...................... 9 Form of Trustee's Certificate....................... 14 PART II. CREATION OF THREE HUNDRETH SERIES OF BONDS 1993 SERIES B Sec. 1. Terms of Bonds of 1993 Series B..................... 14 Sec. 2. Optional Redemption of Bonds of 1993 Series B....... 15 Direct Payments..................................... 17 Exchange and transfer............................... 17 Sec. 3. Consent............................................. 17 Sec. 4. Form of Bonds of 1993 Series B...................... 18 Form of Trustee's Certificate....................... 22 PART III. RECORDING AND FILING DATA Recording and filing of Original Indenture.................. 23 Recording and filing of Supplemental Indentures............. 24 Recording of Certificates of Provision for Payment.......... 28 PART IV. THE TRUSTEE Terms and conditions of acceptance of trust by Trustee...... 29 PART V. MISCELLANEOUS Confirmation of Section 318(c) of Trust Indenture Act....... 29 Execution in Counterparts................................... 29 Testimonium................................................. 30 Execution................................................... 30 Acknowledgements............................................ 31 Affidavit as to consideration and good faith................ 32
------------------------ * 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 the thirtieth day of November, in the year one thousand nine hundred and ninety-two, between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan and a transmitting utility (hereinafter called the "Company"), party of the first part, and BANKERS TRUST COMPANY, a corporation organized and existing under the laws of the State of New York, having its corporate trust office at Four Albany Street, in the Borough of Manhattan, The City and State of New York, as Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the "Trustee"), party of the second part. ORIGINAL WHEREAS, the Company has heretofore executed and delivered INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992 and July 31, 1992 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and ISSUE OF WHEREAS, the Indenture provides that said bonds shall be BONDS UNDER issuable in one or more series, and makes provision that the INDENTURE. rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and BONDS HERETOFORE WHEREAS, bonds in the principal amount of Six billion three ISSUED. hundred fifty-six million five hundred ninety-seven thousand dollars ($6,356,597,000) 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, (12) Bonds of Series L -- Principal Amount $24,000,000,
4 2 (13) Bonds of Series M -- Principal Amount $40,000,000, (14) Bonds of Series N -- Principal Amount $40,000,000, (15) Bonds of Series O -- Principal Amount $60,000,000, (16) Bonds of Series P -- Principal Amount $70,000,000, (17) Bonds of Series Q -- Principal Amount $40,000,000, (18) Bonds of Series W -- Principal Amount $50,000,000, (19) Bonds of Series AA -- Principal Amount $100,000,000, (20) Bonds of Series BB -- Principal Amount $50,000,000, (21) Bonds of Series CC -- Principal Amount $50,000,000, (22) Bonds of Series UU -- Principal Amount $100,000,000, (23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000, (32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000, (46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000, (68) Bonds of Series HH -- Principal Amount $50,000,000, (69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000, (91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000, (99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000, (107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000, (122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000, (143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000, (161-177) Bonds of Series QQP Nos. 1-17 -- Principal Amount $12,780,000, (178-192) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000, (193) Bonds of 1980 Series A -- Principal Amount $50,000,000, (194-218) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000, (219-229) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000, (230-243) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000, (244) Bonds of 1985 Series A -- Principal Amount $35,000,000, (245) Bonds of 1985 Series B -- Principal Amount $50,000,000, (246) Bonds of Series PP -- Principal Amount $70,000,000, (247) Bonds of Series RR -- Principal Amount $70,000,000, (248) Bonds of Series EE -- Principal Amount $50,000,000, (249-250) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000, (251) Bonds of Series T -- Principal Amount $75,000,000, (252) Bonds of Series U -- Principal Amount $75,000,000, (253) Bonds of 1986 Series B -- Principal Amount $100,000,000, (254) Bonds of 1987 Series D -- Principal Amount $250,000,000, (255) Bonds of 1987 Series E -- Principal Amount $150,000,000,
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; (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;
5 3 (262-266) Bonds of Series KKP Nos. 9-13 in the principal amount of One hundred forty-four million two hundred ninety thousand dollars ($144,290,000), all of which are outstanding at the date hereof; (267-268) 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; (269) 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; (270) 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; (271-272) 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; (273) 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; (274) 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; (275) 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; (276) 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; (277) 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; (278) 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; (279) 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; (280) 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; (281) 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; (282) 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; (283) 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; (284) 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-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;
6 4 (285) 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; (286) 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; (287) 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; (288) 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; (289) 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; (290) 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; (291) 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; (292) 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; (293) 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; (294) 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; and (295) 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; and, accordingly, of the bonds so issued, Three billion seven hundred thirty-three million six hundred fifty-four thousand dollars ($3,733,654,000) principal amount are outstanding at the date hereof; and
REASON FOR WHEREAS, the Company desires to replace corporate funds CREATION OF utilized for certain refundings and for this purpose desires NEW SERIES. to issue and sell new series of bonds to be issued under the Indenture and to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture 1992 SERIES E AND 1993 to create such new series of bonds, to be designated SERIES B. "General and Refunding Mortgage Bonds, 1992 Series E" and "General and Refunding Mortgage Bonds, 1993 Series B"; 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
7 5 AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to SUPPLEMENTAL it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its INDENTURE. 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 Detroit Edison Company, in consideration of SUPPLEMENTAL the premises and of the covenants contained in the Indenture and of the sum of One Dollar INDENTURE. ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
PART I. CREATION OF TWO HUNDRED NINETY-NINTH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES E TERMS OF BONDS SECTION 1. The Company hereby creates the Two hundred OF 1992 SERIES E. ninety-ninth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "General and Refunding Mortgage Bonds, 1992 Series E" (elsewhere herein referred to as the "bonds of 1992 Series E"). The aggregate principal amount of bonds of 1992 Series E shall be limited to Fifty million dollars ($50,000,000), 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 1992 Series E shall mature on December 15, 1999 and shall be issued as registered bonds without coupons in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof, and shall bear interest, payable semi-annually on June 15 and December 15 of each year (commencing on June 15, 1993), at the rate of 6.83% (computed on the basis of a 360-day year having twelve 30-day months) until the principal shall have become due and payable, and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. Except as otherwise specifically provided in this Supplemental Indenture, the principal of and interest on the bonds of 1992 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 1992 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 1992 Series E shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the June 15 or December 15 next preceding the date thereof to which interest has been paid on bonds of 1992 Series E, unless the bond is authenticated on a date to which interest has been paid, in which case interest shall be payable from the date of authentication, or unless the date of authentication is prior to June 15, 1993, in which case interest shall be payable from the date of authentication of the bond of 1992 Series E originally evidencing the debt represented thereby.
8 6 The bonds of 1992 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 1992 Series E). Until bonds of 1992 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 1992 Series E in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 1992 Series E, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 1992 Series E, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company. Interest on any bond of 1992 Series E which is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the first day of June or December as the case may be (whether or not a business day) next preceding such interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 1992 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 1992 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 1992 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 1992 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. OPTIONAL SECTION 2. The bonds of 1992 Series E, together with the REDEMPTION OF bonds of 1993 Series B, shall be redeemable, in whole only, BONDS OF 1992 prior to stated maturity, at the election of the Company on SERIES E. any date prior to maturity, at a redemption price equal to the principal amount to be redeemed plus accrued interest, if any, to the date of redemption plus the Make-Whole Amount. "Make-Whole Amount" means, in connection with any optional redemption of the bonds, of 1992 Series E and 1993 Series B, the amount (but not less than zero) equal to the excess, if any, of A. the sum of the Present Values (as hereinafter defined) of (1) the principal amount being prepaid (assuming the principal being redeemed is payable upon maturity) and (2) the amount of interest which would have been payable on each interest payment date on the amount of such principal being prepaid (assuming the principal balance payable upon maturity and interest payments are paid when due), over B. the principal amount being prepaid.
9 7 For purposes of this definition, "Present Value" shall be determined in accordance with generally accepted financial practice by discounting on a semiannual basis to the date of such prepayment at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; and the "Treasury Yield" for such purpose shall be determined as of 10:00 A.M. New York City time on the fifth business day prior to the date of such prepayment by reference to the yields of those actively traded "On The Run" United States Treasury securities having a maturity equal to the then-remaining maturity of the Bonds of 1992 Series E and 1993 Series B being prepaid, provided that if such maturity is not equal to the maturity of an actively traded "On The Run" United States Treasury security, such yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) imputed from the yields of those actively traded "On The Run" United States Treasury securities having maturities closest, before and after, to such remaining maturity as reported by the Telerate Access Service page 8003, or the equivalent pages provided by Telerate Systems Incorporated (or if such data for any reason ceases to be available through such Telerate Access Service, any publicly available source of similar market data). For purposes hereof, "On The Run" United Treasury securities refers to those United States Treasury securities of the appropriate maturity which are most recently auctioned prior to the fifth business day preceding the date of prepayment. The Make-Whole Amount shall be determined by the Company. The Company shall promptly furnish the holders of the bonds of 1992 Series E with its calculation of the Make-Whole Amount. A holder of the bonds of 1992 Series E shall promptly advise the Trustee if it disputes the Company's calculation of the Make-Whole Amount; and in such event, the Trustee shall conclusively determine the appropriate Make-Whole Amount in accordance with the terms hereof. The bonds of 1992 Series E shall be redeemable as aforesaid, 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 1992 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 1992 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 1992 Series E so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 1992 Series E designated for redemption has been duly provided for. 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 are available for payment to the holders of the bonds of 1992 Series E so to be redeemed) sufficient to redeem bonds of 1992 Series E in whole, on the date fixed for redemption, then all obligations of the Company in respect of such bonds so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 1992 Series E 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 and interest. The bonds of 1992 Series E shall not be entitled to or subject to any sinking fund. DIRECT The Company may, subject to any provision of the Indenture which requires presentment of a bond PAYMENTS. upon the payment of the principal amount thereof in whole enter into a written agreement with any person who is or is to become the original holder, or an institutional investor holding at least $500,000 aggregate principal amount, of any of the bonds of 1992 Series E providing for the making of all payments on account of such bonds of 1992 Series E prior to final maturity directly to or for the account of such holder in the manner specified in or pursuant to such agreement, if there shall be filed with the Trustee an original or conformed copy of such agreement.
10 8
EXCHANGE AND At the option of the registered holder, any bonds of 1992 Series E, upon surrender TRANSFER. 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 1992 Series E of other authorized denominations, upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. Bonds of 1992 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 1992 Series E during any period of ten (10) days next preceding any interest payment date for such bonds. The Trustee agrees that an indemnity agreement in favor of the Company and the Trustee of any original holder of a bond of 1992 Series E, or of any institutional investor holding at least $500,000 unpaid principal amount of outstanding bonds of 1992 Series E, shall constitute sufficient indemnity (and security shall not be required) for the purposes of Section 13 of Article II of the Indenture in any case of destruction, loss, theft or mutilation of any such bonds of 1992 Series E. Bonds of 1992 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. Notwithstanding the foregoing provisions in this Section 2, the Company shall not be required to make any transfers or exchanges of bonds of 1992 Series E for a period of fifteen (15) days next preceding any mailing of notice of redemption, and the Company shall not be required to make transfers or exchanges of the principal amount (or any portion thereof) of any bonds of 1992 Series E so called or designated for redemption. CONSENT. SECTION 3. The holders of the bonds of 1992 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 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.
11 9 FORM OF SECTION 4. The bonds of 1992 Series E and the form of Trustee's Certificate to be endorsed on BONDS OF such bonds shall be substantially in the following forms, respectively: 1992 SERIES E. [FORM OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 1992 Series E, 6.83% due December 15, 1999 $ ________ No. ________ Unless and until this Bond is exchanged in whole or in part for certified Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this Bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This Bond may be exchanged for certificated Bonds registered in the names of the various beneficial owners hereof only if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, or (b) the issuer, the Trustee and the Depositary consent to such exchange. THE DETROIT EDISON COMPANY (herein called the "Company" or the "issuer"), a corporation of the State of Michigan, for value received, hereby promises to pay to or registered assigns, at its office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of in lawful money of the United States of America on the fifteenth day of December, 1999, and to pay interest thereon at the rate specified in the title hereof, at such office or agency, in like lawful money, from the date hereof, and after the first interest payment on bonds of this Series has been made or otherwise provided for, from the most recent date to which such interest has been paid, semi-annually on the fifteenth day of June and December in each year (commencing on June 15, 1993), to the person in whose name this bond is registered at the close of business on the first day of the preceding June or December (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. 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.
12 10 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 said bonds known as General and Refunding Mortgage Bonds, 1992 Series E (elsewhere herein referred to as the "bonds of 1992 Series E"), limited to an aggregate principal amount of $50,000,000, 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 November 30, 1992) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of November 30, 1992, are hereinafter collectively called the "Indenture"). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in 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 1992 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 1992 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 Section 3 of Part I of the Supplemental Indenture dated as of November 30, 1992, or in writing, or by affirmative vote cast at a meeting called pursuant to said Article XV, or by any combination thereof.
13 11 This bond is redeemable prior to stated maturity, but only as part of the redemption, in whole, of all bonds of 1992 Series E and 1993 Series B, at the election of the Company on any date prior to maturity, at a redemption price equal to the principal amount to be redeemed plus accrued interest, if any, to the date of redemption plus the Make-Whole Amount. "Make-Whole Amount" means, in connection with any optional redemption of the bonds, of 1992 Series E and 1993 Series B, the amount (but not less than zero) equal to the excess, if any, of A. the sum of the Present Values (as hereinafter defined) of (1) the principal amount being prepaid (assuming the principal being redeemed is payable upon maturity) and (2) the amount of interest which would have been payable on each interest payment date on the amount of such principal being prepaid (assuming the principal balance payable upon maturity and interest payments are paid when due), over B. the principal amount being prepaid. For purposes of this definition, "Present Value" shall be determined in accordance with generally accepted financial practice by discounting on a semiannual basis to the date of such prepayment at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; and the "Treasury Yield" for such purpose shall be determined as of 10:00 A.M. New York City time on the fifth business day prior to the date of such prepayment by reference to the yields of those actively traded "On The Run" United States Treasury securities having a maturity equal to the then-remaining maturity of the Bonds of 1992 Series E and 1993 Series B being prepaid, provided that if such maturity is not equal to the maturity of an actively traded "On The Run" United States Treasury security, such yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) imputed from the yields of those actively traded "On The Run" United States Treasury securities having maturities closest, before and after, to such remaining maturity as reported by the Telerate Access Service page 8003, or the equivalent pages provided by Telerate Systems Incorporated (or if such data for any reason ceases to be available through such Telerate Access Service, any publicly available source of similar market data). For purposes hereof, "On The Run" United Treasury securities refers to those United States Treasury securities of the appropriate maturity which are most recently auctioned prior to the fifth business day preceding the date of prepayment. The Make-Whole Amount shall be determined by the Company. The Company shall promptly furnish the holder of this bond of 1992 Series E with its calculation of the Make-Whole Amount. The holder of this bond of 1992 Series E shall promptly advise the Trustee if it disputes the Company's calculation of the Make-Whole Amount, and in such event, the Trustee shall conclusively determine the appropriate Make-Whole Amount in accordance with the terms hereof. This bond is redeemable as aforesaid, 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 1992 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 1992 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 1992 Series E so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 1992 Series E designated for redemption has been duly provided for.
14 12 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 1992 Series E so to be redeemed) sufficient to redeem bonds of 1992 Series E in whole, on the date fixed for redemption, then all obligations of the Company in respect of such bonds so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 1992 Series E 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 and interest. Under the Indenture, funds may be deposited with the Trustee (which are available for payment), in advance of the redemption date of any of the bonds of 1992 Series E, in trust for the redemption of such bonds and the interest due or to become due thereon to the redemption date, and thereupon all obligations of the Company in respect of such bonds 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 and interest. The bonds of 1992 Series E, including this bond, shall not be entitled or subject to a sinking fund. 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. This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and, thereupon, a new registered bond or bonds of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee or transferees in exchange herefor, and this bond with others of like form may in like manner be exchanged for one or more new registered bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture. 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 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 Secretary or an Assistant Secretary by manual or facsimile signature.
15 13 Dated: THE DETROIT EDISON COMPANY By_________________________ Chairman of the Board _________________________ Executive Vice President and [SEAL] Chief Financial Officer Attest: ----------------------------------------------- Secretary 16 14 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF This bond is one of the bonds, of the series designated TRUSTEE'S therein, described in the within-mentioned Indenture. CERTIFICATE.
BANKERS TRUST COMPANY, as Trustee By .............................. Authorized Officer 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.
PART II. CREATION OF THREE HUNDRETH SERIES OF BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 1993 SERIES B TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundreth OF 1993 SERIES B. series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title "General and Refunding Mortgage Bonds, 1993 Series B" (elsewhere herein referred to as the "bonds of 1993 Series B"). The aggregate principal amount of bonds of 1993 Series B shall be limited to Fifty million dollars ($50,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds.
17 15 The bonds of 1993 Series B shall mature on December 15, 1999 and shall be issued as registered bonds without coupons in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof, and shall bear interest, payable semi-annually on June 15 and December 15 of each year (commencing on June 15, 1993), at the rate of 6.83% (computed on the basis of a 360-day year having twelve 30-day months) until the principal shall have become due and payable, and thereafter until the Company's obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. Except as otherwise specifically provided in this Supplemental Indenture, the principal of and interest on the bonds of 1993 Series B 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 B, 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 B shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the June 15 or December 15 next preceding the date thereof to which interest has been paid on bonds of 1993 Series B, 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 June 15, 1993, in which case interest shall be payable from the date of authentication of the bond of 1993 Series B originally evidencing the debt represented thereby. The bonds of 1993 Series B 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 B). Until bonds of 1993 Series B 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 B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 1993 Series B, if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 1993 Series B, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company. Interest on any bond of 1993 Series B which is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the first day of June or December as the case may be (whether or not a business day) next preceding such interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 1993 Series B, 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 B 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 B 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 B 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.
18 16 OPTIONAL SECTION 2. The bonds of 1993 Series B, together with the REDEMPTION OF bonds of 1992 Series E, shall be redeemable, in whole only, BONDS OF 1993 prior to stated maturity, at the election of the Company on SERIES B. any date prior to maturity, at a redemption price equal to the principal amount to be redeemed plus accrued interest, if any, to the date of redemption plus the Make-Whole Amount. "Make-Whole Amount" means, in connection with any optional redemption of the bonds, of 1992 Series E and 1993 Series B, the amount (but not less than zero) equal to the excess, if any, of A. the sum of the Present Values (as hereinafter defined) of (1) the principal amount being prepaid (assuming the principal being redeemed is payable upon maturity) and (2) the amount of interest which would have been payable on each interest payment date on the amount of such principal being prepaid (assuming the principal balance payable upon maturity and interest payments are paid when due), over B. the principal amount being prepaid. For purposes of this definition, "Present Value" shall be determined in accordance with generally accepted financial practice by discounting on a semiannual basis to the date of such prepayment at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; and the "Treasury Yield" for such purpose shall be determined as of 10:00 A.M. New York City time on the fifth business day prior to the date of such prepayment by reference to the yields of those actively traded "On The Run" United States Treasury securities having a maturity equal to the then-remaining maturity of the Bonds of 1992 Series E and 1993 Series B being prepaid, provided that if such maturity is not equal to the maturity of an actively traded "On The Run" United States Treasury security, such yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) imputed from the yields of those actively traded "On The Run" United States Treasury securities having maturities closest, before and after, to such maturity as reported by the Telerate Access Service page 8003, or the equivalent pages provided by Telerate Systems Incorporated (or if such data for any reason ceases to be available through such Telerate Access Service, any publicly available source of similar market data). For purposes hereof, "On The Run" United Treasury securities refers to those United States Treasury securities of the appropriate maturity which are most recently auctioned prior to the fifth business day preceding the date of prepayment. The Make-Whole Amount shall be determined by the Company. The Company shall promptly furnish the holders of the bonds of 1993 Series B with its calculation of the Make-Whole Amount. A holder of the bonds of 1993 Series B shall promptly advise the Trustee if it disputes the Company's calculation of the Make-Whole Amount; and in such event, the Trustee shall conclusively determine the appropriate Make-Whole Amount in accordance with the terms hereof. The bonds of 1993 Series B shall 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 B 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 B 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 B so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 1993 Series B designated for redemption has been duly provided for.
19 17 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 are available for payment to the holders of the bonds of 1993 Series B so to be redeemed) sufficient to redeem bonds of 1993 Series B in whole, on the date fixed for redemption, then all obligations of the Company in respect of such bonds 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 B 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 and interest. The bonds of 1993 Series B shall not be entitled to or subject to any sinking fund. DIRECT The Company may, subject to any provision of the PAYMENTS. Indenture which requires presentment of a bond upon the payment of the principal amount thereof in whole, enter into a written agreement with any person who is or is to become the original holder, or an institutional investor holding at least $500,000 aggregate principal amount, of any of the bonds of 1993 Series B providing for the making of all payments on account of such bonds of 1993 Series B prior to final maturity directly to or for the account of such holder in the manner specified in or pursuant to such agreement, if there shall be filed with the Trustee an original or conformed copy of such agreement. EXCHANGE AND At the option of the registered holder, any bonds of TRANSFER. 1993 Series B, 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 B 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 B 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 B during any period of ten (10) days next preceding any interest payment date for such bonds. The Trustee agrees that an indemnity agreement in favor of the Company and the Trustee of any original holder of a bond of 1993 Series B, or of any institutional investor holding at least $500,000 unpaid principal amount of outstanding bonds of 1993 Series B, shall constitute sufficient indemnity (and security shall not be required) for the purposes of Section 13 of Article II of the Indenture in any case of destruction, loss, theft or mutilation of any such bonds of 1993 Series B. Bonds of 1993 Series B, 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. Notwithstanding the foregoing provisions in this Section 2, the Company shall not be required to make any transfers or exchanges of bonds of 1993 Series B for a period of fifteen (15) days next preceding any mailing of notice of redemption, and the Company shall not be required to make transfers or exchanges of the principal amount (or any portion thereof) of any bonds of 1993 Series B so called or designated for redemption.
20 18 CONSENT. SECTION 3. The holders of the bonds of 1993 Series B, by their acceptance of and holding thereof, consent and agree that bonds of any series may be issued which mature on a date or dates later than October 1, 2024 and also consent to the deletion from the first paragraph of Section 5 of Article II of the Indenture of the phrase "but in no event later than October 1, 2024". Such holders further agree that (a) such consent shall, for all purposes of Article XV of the Indenture and without further action on the part of such holders, be deemed the affirmative vote of such holders at any meeting called pursuant to said Article XV for the purpose of approving such deletion, and (b) such deletion shall become effective at such time as not less than eighty-five per cent (85%) in principal amount of bonds outstanding under the Indenture shall have consented thereto substantially in the manner set forth in this Section 3, or in writing, or by affirmative vote cast at a meeting called pursuant to said Article XV, or by any combination thereof. FORM OF SECTION 4. The bonds of 1993 Series B and the form of BONDS OF Trustee's Certificate to be endorsed on such bonds shall be 1993 SERIES B. substantially in the following forms, respectively: [FORM OF FACE OF BOND] THE DETROIT EDISON COMPANY GENERAL AND REFUNDING MORTGAGE BOND 1993 Series B, 6.83% due December 15, 1999 $ ________ No. ________ THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to or registered assigns, at its office or agency in the Borough of Manhattan, The City and State of New York, the principal sum of in lawful money of the United States of America on the fifteenth day of December, 1999, and to pay interest thereon at the rate specified in the title hereof, at such office or agency, in like lawful money, from the date hereof, and after the first interest payment on bonds of this Series has been made or otherwise provided for, from the most recent date to which such interest has been paid, semi-annually on the fifteenth day of June and December in each year (commencing on June 15, 1993), to the person in whose name this bond is registered at the close of business on the first day of the preceding June or December (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. Reference is hereby made to the 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.
21 19 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 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 Secretary or an Assistant Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY By ----------------------------- Chairman of the Board ----------------------------- Executive Vice President and [SEAL] Chief Financial Officer Attest: ----------------------------------------------- Secretary 22 20 [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 said bonds known as General and Refunding Mortgage Bonds, 1993 Series B (elsewhere herein referred to as the "bonds of 1993 Series B"), limited to an aggregate principal amount of $50,000,000, 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 November 30, 1992) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of November 30, 1992, are hereinafter collectively called the "Indenture"). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in 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 holders of the bonds of 1993 Series B, by their acceptance of and holding thereof, consent and agree that bonds of any series may be issued which mature on a date or dates later than October 1, 2024 and also consent to the deletion from the first paragraph of Section 5 of Article II of the Indenture of the phrase "but in no event later than October 1, 2024,". Such holders further agree that (a) such consent shall, for all purposes of Article XV of the Indenture and without further action on the part of such holders, be deemed the affirmative vote of such holders at any meeting called pursuant to said Article XV for the purpose of approving such deletion, and (b) such deletion shall become effective at such time as not less than eighty-five per cent (85%) in principal amount of bonds outstanding under the Indenture shall have consented thereto substantially in the manner set forth in Section 3 of Part I of the Supplemental Indenture dated as of November 30, 1992, or in writing, or by affirmative vote cast at a meeting called pursuant to said Article XV, or by any combination thereof. This bond is redeemable prior to stated maturity, but only as part of the redemption, in whole, of all bonds of 1992 Series E and 1993 Series B at the election of the Company on any date prior to maturity, at a redemption price equal to the principal amount to be redeemed, plus accrued interest, if any, to the date of redemption, plus the Make-Whole Amount.
23 21 "Make-Whole Amount" means, in connection with any optional redemption of the bonds, of 1992 Series E and 1993 Series B, the amount (but not less than zero) equal to the excess, if any, of A. the sum of the Present Values (as hereinafter defined) of (1) the principal amount being prepaid (assuming the principal being redeemed is payable upon maturity) and (2) the amount of interest which would have been payable on each interest payment date on the amount of such principal being prepaid (assuming the principal balance payable upon maturity and interest payments are paid when due), over B. the principal amount being prepaid. For purposes of this definition, "Present Value" shall be determined in accordance with generally accepted financial practice by discounting on a semiannual basis to the date of such prepayment at a discount rate equal to the sum of the applicable Treasury Yield plus 0.50%; and the "Treasury Yield" for such purpose shall be determined as of 10:00 A.M. New York City time on the fifth business day prior to the date of such prepayment by reference to the yields of those actively traded "On The Run" United States Treasury securities having a maturity equal to the then-remaining maturity of the Bonds of 1992 Series E and 1993 Series B being prepaid, provided that if such maturity is not equal to the maturity of an actively traded "On The Run" United States Treasury security, such yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) imputed from the yields of those actively traded "On The Run" United States Treasury securities having maturities closest, before and after, to such remaining maturity as reported by the Telerate Access Service page 8003, or the equivalent pages provided by Telerate Systems Incorporated (or if such data for any reason ceases to be available through such Telerate Access Service, any publicly available source of similar market data). For purposes hereof, "On The Run" United Treasury securities refers to those United States Treasury securities of the appropriate maturity which are most recently auctioned prior to the fifth business day preceding the date of prepayment. The Make-Whole Amount shall be determined by the Company. The Company shall promptly furnish the holder of this bond of 1993 Series B with its calculation of the Make-Whole Amount. The holder of this bond of 1993 Series B shall promptly advise the Trustee if it disputes the Company's calculation of the Make-Whole Amount, and in such event, the Trustee shall conclusively determine the appropriate Make-Whole Amount in accordance with the terms hereof. This bond is redeemable as aforesaid, 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 B 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 B 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 B so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 1993 Series B designated for redemption has been duly provided for. 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 B so to be redeemed) sufficient to redeem bonds of 1993 Series B in whole, on the date fixed for redemption, then all obligations of the Company in respect of such bonds 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 B 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 and interest.
24 22 Under the Indenture, funds may be deposited with the Trustee (which are available for payment), in advance of the redemption date of any of the bonds of 1993 Series B, in trust for the redemption of such bonds and the interest due or to become due thereon to the redemption date, and thereupon all obligations of the Company in respect of such bonds 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 and interest. The bonds of 1993 Series B, including this bond, shall not be entitled or subject to a sinking fund. 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. This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond, and, thereupon, a new registered bond or bonds of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee or transferees in exchange herefor, and this bond with others of like form may in like manner be exchanged for one or more new registered bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture. 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. [FORM OF TRUSTEE'S CERTIFICATE] FORM OF This bond is one of the bonds, of the series designated TRUSTEE'S therein, described in the within-mentioned Indenture. CERTIFICATE.
BANKERS TRUST COMPANY, as Trustee By ..............................
Authorized Officer PART III. RECORDING AND FILING DATA RECORDING AND The Original Indenture and indentures supplemental FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of INDENTURE. Provision for Payment have been recorded as hereinafter set forth.
25 23 The Original Indenture has been recorded as a real estate mortgage and filed as a chattel mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969. RECORDING AND Pursuant to the terms and provisions of the Original FILING OF Indenture, indentures supplemental thereto heretofore SUPPLEMENTAL entered into have been recorded as a real estate mortgage INDENTURES. and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940 June 1, 1931(a)(b)................ Subject Properties February 1, 1940 October 1, 1932(a)(b)............. Series E Bonds February 1, 1940 September 25, 1935(a)(b).......... Series F Bonds February 1, 1940 September 1, 1936(a)(b)........... Series G Bonds February 1, 1940 November 1, 1936(a)(b)............ Subject Properties February 1, 1940 February 1, 1940(a)(b)............ Subject Properties September 1, 1947 December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties May 15, 1955(a)(c)................ Series O Bonds August 15, 1957 and Subject Properties August 15, 1957(a)(c)............. Series P Bonds June 1, 1959 Additional Provisions and Subject Properties June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966 and Subject Properties December 1, 1966(a)(c)............ Series R Bonds October 1, 1968 Additional Provisions and Subject Properties October 1, 1968(a)(c)............. Series S Bonds December 1, 1969 and Subject Properties 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
26 24
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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 EE Bonds 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 HH Bonds February 15, 1977 and Subject Properties February 15, 1977................. Series MMP Bonds and Subject March 1, 1977 Properties March 1, 1977..................... Series IIP Nos. 1-7 Bonds, June 15, 1977 Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds June 15, 1977..................... Series FFR No. 14 Bonds and July 1, 1977 Subject Properties July 1, 1977...................... Series NNP Nos. 1-7 Bonds October 1, 1977 and Subject Properties October 1, 1977................... Series GGP Nos. 8-22 Bonds June 1, 1978 and Series OOP Nos. 1-17 Bonds and Subject Properties June 1, 1978...................... Series PP Bonds, October 15, 1978 Series QQP Nos. 1-9 Bonds and Subject Properties October 15, 1978.................. Series RR Bonds 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
27 25
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979 Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties September 15, 1979................ Series UU Bonds January 1, 1980 January 1, 1980................... 1980 Series A Bonds and April 1, 1980 Subject Properties April 1, 1980..................... 1980 Series B Bonds August 15, 1980 August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981 Bonds and Subject Properties November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982 Bonds June 30, 1982..................... Article XIV Reconfirmation August 15, 1982 August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983 and Subject Properties June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984 and Subject Properties October 1, 1984................... 1984 Series AP and 1984 May 1, 1985 Series BP Bonds and Subject Properties May 1, 1985....................... 1985 Series A Bonds May 15, 1985 May 15, 1985...................... 1985 Series B Bonds and October 15, 1985 Subject Properties October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986 Subject Properties 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
28 26
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
------------------------------------------ (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. Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of July 15, 1992 providing for the terms of bonds to be issued thereunder of 1992 Series CP has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on August 7, 1992 (Filing No. 22675B), has been filed and recorded in the Office of the Interstate Commerce Commission (Recordation No. 5485-ZZZ) on July 31, 1992, and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- Genessee........................... July 31, 1992 2775 40-63 Huron.............................. July 31, 1992 582 576-599 Ingham............................. August 3, 1992 1981 1131-1153 Lapeer............................. July 31, 1992 765 513-536 Lenawee............................ July 31, 1992 1213 354-377 Livingston......................... July 31, 1992 1597 0311-0334 Macomb............................. July 31, 1992 05520 957-980 Mason.............................. July 31, 1992 431 1031-1054 Monroe............................. July 31, 1992 1241 0977-1000 Oakland............................ July 31, 1992 12796 818-841 Sanilac............................ July 31, 1992 431 534-557 St. Clair.......................... August 3, 1992 1052 102-125 Tuscola............................ August 5, 1992 629 590-613 Washtenaw.......................... July 31, 1992 2658 971-994 Wayne.............................. July 30, 1992 25920 516-539
29 27 Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of July 31, 1992 providing for the terms of bonds to be issued thereunder of 1992 Series D has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on August 7, 1992 (Filing No. 22676B), has been filed and recorded in the Office of the Interstate Commerce Commission (Recordation No. 5485-AAAA) on August 7, 1992, and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- Genesee.............. August 7, 1992 2777 11-36 Huron................ August 7, 1992 583 79-104 Ingham............... August 7, 1992 1983 58-83 Lapeer............... August 7, 1992 766 245-270 Lenawee.............. August 7, 1992 1214 152-177 Livingston........... August 7, 1992 1599 0344-0369 Macomb............... August 7, 1992 05528 832-857 Mason................ August 7, 1992 419 299-324 Monroe............... August 7, 1992 1243 0188-0213 Oakland.............. August 7, 1992 12813 603-628 Sanilac.............. August 7, 1992 431 703-728 St. Clair............ August 7, 1992 1053 157-182 Tuscola.............. August 7, 1992 629 734-759 Washtenaw............ August 7, 1992 2661 474-499 Wayne................ August 7, 1992 25935 492-517
RECORDING OF All the bonds of Series A which were issued under the CERTIFICATES Original Indenture dated as of October 1, 1924, and of OF PROVISION Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, T, U, FOR PAYMENT. W, AA, BB, CC, DDP Nos. 1-9, FFR 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, UU, 1980 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 No. 2, 1986 Series B, 1987 Series D, and 1987 Series E which were issued under Supplemental Indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, December 1, 1940, September 1, 1947, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1969, July 1, 1970, December 15, 1970, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, February 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1, 1977, 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 No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
30 28 [TO BE UPDATED] PART IV. THE TRUSTEE. TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the CONDITIONS OF same upon the terms and conditions in the Original Indenture, as amended to date and as ACCEPTANCE OF supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and TRUST BY TRUSTEE. upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. PART V. MISCELLANEOUS. CONFIRMATION OF Except to the extent specifically provided therein, no provision of this supplemental SECTION 318(C) OF indenture or any future supplemental indenture is intended to modify, and the parties do hereby TRUST INDENTURE adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and ACT. supercede provisions of the Indenture in effect prior to November 15, 1990. EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, 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.
31 29
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/ C. C. ARVANI ------------------------ C. C. Arvani Assistant Treasurer EXECUTION. Attest: /s/ SUSAN M. BEALE ------------------------------- Susan M. Beale Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of /s/ JANE E. LENART ------------------------------- Jane E. Lenart /s/ JANET A. SCULLEN ------------------------------- Janet A. Scullen (Corporate Seal) BANKERS TRUST COMPANY, By /s/ R. T. GORMAN ------------------------ R. T. Gorman Vice President Attest: /s/ SHIKHA DOMBEK ------------------------------- Shikha Dombek Assistant Secretary Signed, sealed and delivered by BANKERS TRUST COMPANY, in the presence of /s/ JOHN FLORIO ------------------------------- John Florio /s/ KENWYN HACKSHAW ------------------------------- Kenwyn Hackshaw
32 30 STATE OF MICHIGAN SS.: COUNTY OF WAYNE ACKNOWLEDGMENT On this 7th day of December, 1992, before me, the OF EXECUTION subscriber, a Notary Public within and for the County of BY COMPANY. Wayne, in the State of Michigan, personally appeared C. C. Arvani, to me personally known, who, being by me duly sworn, did say that he does business at 2000 Second Avenue, Detroit, Michigan 48226 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 C. C. Arvani, acknowledged said instrument to be the free act and deed of said corporation.
/s/ PEARL E. KOTTER ________________________________ (Notarial Seal) Pearl E. Kotter, Notary Public Macomb County, MI (Acting in Wayne County) My Commission Expires August 23, 1993 STATE OF NEW YORK SS.: COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 4th day of December, 1992, before me, the OF EXECUTION subscriber, a Notary Public within and for the County of BY TRUSTEE. Queens, in the State of New York, personally appeared R. T. Gorman, to me personally known, who, being by me duly sworn, did say that his business office is located at Four Albany Street, New York, New York 10015, 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 R. T. Gorman acknowledged said instrument to be the free act and deed of said corporation.
(Notarial Seal) /s/ MARJORIE STANLEY _________________________________ Marjorie Stanley Notary Public, State of New York No. 41-4986405 Qualified in Queens County Certificate filed in New York County Commission Expires Sept. 16, 1993
33 31 STATE OF MICHIGAN SS.: COUNTY OF WAYNE
AFFIDAVIT AS TO C. C. Arvani, being duly sworn, says: that he is the CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY, the AND GOOD FAITH. Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
/s/ C. C. ARVANI ______________________ C. C. Arvani Sworn to before me this 7th day of December, 1992 Pearl E. Kotter, Notary Public Macomb County, MI (Acting in Wayne County) My Commission Expires August 23, 1993 (Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan 48226.