<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1998
COMMISSION REGISTRANTS; STATE OF INCORPORATION; I.R.S. EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
- ----------- ------------------------------------------ ------------------
1-11607 DTE Energy Company 38-3217752
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000
1-2198 The Detroit Edison Company 38-0478650
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-8000
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES X NO
--- ---
At March 31, 1998, 145,075,152 shares of DTE Energy's Common Stock,
substantially all held by non-affiliates, were outstanding.
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<PAGE> 2
DTE ENERGY COMPANY
AND
THE DETROIT EDISON COMPANY
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1998
This document contains the Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998 for each of DTE Energy Company and The Detroit Edison Company.
Information contained herein relating to an individual registrant is filed by
such registrant on its own behalf. Accordingly, except for its subsidiaries,
The Detroit Edison Company makes no representation as to information relating
to any other companies affiliated with DTE Energy Company.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Definitions................................................................................3
Quarterly Report on Form 10-Q for DTE Energy Company:
Part I- Financial Information............................................................4
Item 1 - Condensed Consolidated Financial Statements (Unaudited).................4
Notes to Condensed Consolidated Financial
Statements (Unaudited).................................................15
Independent Accountants' Report........................................17
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................18
Item 3 - Quantitative and Qualitative Disclosures about Market Risk.............22
Quarterly Report on Form 10-Q for The Detroit Edison Company:
Part I- Financial Information...........................................................23
Item 1 - Condensed Consolidated Financial Statements (Unaudited)................23
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................23
Part II-Other Information...............................................................23
Item 5 - Other Information......................................................23
Quarterly Reports on Form 10-Q for DTE Energy Company and The Detroit Edison Company:
Item 6 - Exhibits and Reports on Form 8-K.......................................24
Signature Page to DTE Energy Company Quarterly Report on Form 10-Q........................32
Signature Page to The Detroit Edison Company Quarterly Report on Form 10-Q................33
</TABLE>
2
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DEFINITIONS
Annual Report ..........1997 Annual Report to the Securities and Exchange
Commission on Form 10-K for DTE Energy Company or The
Detroit Edison Company, as the case may be
Annual Report Notes ....Notes to Consolidated Financial Statements appearing on
pages 39 through 61 and 65 through 67 of the 1997
Annual Report to the Securities and Exchange Commission
on Form 10-K for DTE Energy Company and The Detroit
Edison Company
Company ................DTE Energy Company and Subsidiary Companies
Detroit Edison .........The Detroit Edison Company (a wholly owned subsidiary
of DTE Energy Company) and Subsidiary Companies
DTE Capital. ...........DTE Capital Corporation (a wholly owned subsidiary of
DTE Energy Company)
FERC ...................Federal Energy Regulatory Commission
kWh ....................Kilowatthour
MPSC ...................Michigan Public Service Commission
MWh ....................Megawatthour
MW .....................Megawatt
Note(s) ................Note(s) to Condensed Consolidated Financial
Statements (Unaudited) appearing herein
PSCR ...................Power Supply Cost Recovery
QUIDS ..................Quarterly Income Debt Securities
Registrant .............Company or Detroit Edison, as the case may be
Retail Access Tariff ...A rate paid to sell power on a utility system
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QUARTERLY REPORT ON FORM 10-Q FOR DTE ENERGY COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
DTE ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(In Millions, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------
1998 1997
--------- ---------
<S> <C> <C>
OPERATING REVENUES $ 945 $ 869
--------- ---------
OPERATING EXPENSES
Fuel and purchased power 208 199
Operation and maintenance 266 233
Depreciation and amortization 165 166
Taxes other than income 71 69
Other 2 1
--------- ---------
Total Operating Expenses 712 668
--------- ---------
OPERATING INCOME 233 201
--------- ---------
INTEREST EXPENSE AND OTHER
Interest expense 74 71
Preferred stock dividends of subsidiary 3 3
Other - net - 4
--------- ---------
Total Interest Expense and Other 77 78
--------- ---------
INCOME BEFORE INCOME TAXES 156 123
INCOME TAXES 52 52
--------- ---------
NET INCOME $ 104 $ 71
========= =========
AVERAGE COMMON SHARES OUTSTANDING 145 145
--------- ---------
EARNINGS PER COMMON SHARE - BASIC AND DILUTED $ 0.72 $ 0.49
--------- ---------
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
4
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DTE ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In Millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------
1998 1997
--------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 104 $ 71
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 165 166
Other 3 50
Changes in current assets and liabilities:
Accounts receivable 47 (17)
Inventories 12 4
Payables 5 33
Other (97) (72)
- ---------------------------------------------------------------------------------------------------
Net cash from operating activities 239 235
- ---------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures (125) (91)
Investment in limited partnership (200) -
Nuclear decommissioning trust funds (29) (9)
Other 6 (1)
- ---------------------------------------------------------------------------------------------------
Net cash used for investing activities (348) (101)
- ---------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of long-term debt - 7
Increase (Decrease) in short-term borrowings 377 (6)
Redemption of long-term debt (169) (45)
Dividends on common stock (75) (75)
Other - (1)
- ---------------------------------------------------------------------------------------------------
Net cash from (used for) financing activities 133 (120)
- ---------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 24 14
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 99 53
- ---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 123 $ 67
===================================================================================================
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $ 85 $ 77
Income taxes paid 20 1
New capital lease obligations 17 33
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
5
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DTE ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In Millions, Except Per Share Amounts and Shares)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 123 $ 99
Accounts receivable
Customer (less allowance for doubtful
accounts of $20) 296 305
Accrued unbilled revenues 124 137
Other 53 78
Inventories (at average cost)
Fuel 127 130
Materials and supplies 165 173
Other 101 13
-------- --------
989 935
-------- --------
INVESTMENTS
Nuclear decommissioning trust funds 268 239
Other 264 57
-------- --------
532 296
-------- --------
PROPERTY
Property, plant and equipment 14,612 14,495
Property under capital leases 256 256
Nuclear fuel under capital lease 623 607
Construction work in progress 18 16
-------- --------
15,509 15,374
-------- --------
Less accumulated depreciation and amortization 6,602 6,440
-------- --------
8,907 8,934
-------- --------
OTHER ASSETS
Regulatory assets 801 856
Other 213 202
-------- --------
1,014 1,058
-------- --------
TOTAL ASSETS $ 11,442 $ 11,223
======== ========
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
6
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<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 146 $ 161
Accrued interest 43 57
Dividends payable 78 78
Accrued payroll 92 81
Short-term borrowings 419 42
Accumulated deferred income taxes 62 64
Current portion long-term debt 55 205
Current portion capital leases 114 110
Other 240 219
-------- -----------
1,249 1,017
-------- -----------
OTHER LIABILITIES
Accumulated deferred income taxes 1,953 1,983
Accumulated deferred investment tax credits 297 301
Capital leases 135 137
Other 316 302
-------- -----------
2,701 2,723
-------- -----------
LONG-TERM DEBT 3,757 3,777
-------- -----------
SHAREHOLDERS' EQUITY
Detroit Edison cumulative preferred stock, $100
par value, 6,747,484 shares authorized,
5,207,657 issued, 1,501,223 shares outstanding 144 144
Common stock, without par value, 400,000,000 shares
authorized, 145,075,152 and 145,097,829 issued
and outstanding, respectively 1,951 1,951
Retained earnings 1,640 1,611
-------- -----------
TOTAL SHAREHOLDERS' EQUITY 3,735 3,706
-------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,442 $ 11,223
======== ===========
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
7
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DTE ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
(In Millions, Except Per Share Amounts; Shares in Thousands)
<TABLE>
<CAPTION>
1998
---------------------
Shares Amount
---------------------
<S> <C> <C>
DETROIT EDISON CUMULATIVE PREFERRED STOCK
Balance at beginning of year 1,501 $ 144
------- ------
Balance at March 31, 1998 1,501 $ 144
- ------------------------------------------------------------------------------
COMMON STOCK
Balance at beginning of year 145,098 $1,951
Repurchase and retirement of common stock (23) -
------- ------
Balance at March 31, 1998 145,075 $1,951
- ------------------------------------------------------------------------------
RETAINED EARNINGS
Balance at beginning of year $1,611
Net income 104
Dividends declared on common stock ($0.515) per share (75)
------
Balance at March 31, 1998 $1,640
- ------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY $3,735
==============================================================================
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
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[This page intentionally left blank.]
9
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THE DETROIT EDISON COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(In Millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------
1998 1997
--------- ---------
<S> <C> <C>
OPERATING REVENUES $ 901 $ 864
--------- ---------
OPERATING EXPENSES
Fuel and purchased power 208 199
Operation and maintenance 221 227
Depreciation and amortization 163 165
Taxes other than income 70 68
Other 2 1
--------- ---------
Total Operating Expenses 664 660
--------- ---------
OPERATING INCOME 237 204
--------- ---------
INTEREST EXPENSE AND OTHER
Interest expense 68 71
Other - net 5 5
--------- ---------
Total Interest Expense and Other 73 76
--------- ---------
INCOME BEFORE INCOME TAXES 164 128
INCOME TAXES 66 54
--------- ---------
NET INCOME $ 98 $ 74
PREFERRED STOCK DIVIDENDS 3 3
--------- ---------
NET INCOME AVAILABLE FOR COMMON STOCK $ 95 $ 71
========= =========
</TABLE>
Note: Detroit Edison's condensed consolidated financial statements are
presented here for ease of reference and are not considered to be part of
Item 1 of the Company's report.
See notes to condensed consolidated financial statements (unaudited).
10
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THE DETROIT EDISON COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In Millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------
1998 1997
------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 98 $ 74
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 163 165
Other (1) 53
Changes in current assets and liabilities:
Accounts receivable 54 (15)
Inventories 2 4
Payables 22 32
Other (108) (72)
- ------------------------------------------------------------------------------------------------
Net cash from operating activities 230 241
- ------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Plant and equipment expenditures (118) (86)
Nuclear decommissioning trust funds (29) (9)
Other (3) 1
- ------------------------------------------------------------------------------------------------
Net cash used for investing activities (150) (94)
- ------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase (Decrease) in short-term borrowings 164 (6)
Redemption of long-term debt (169) (45)
Dividends on common stock and preferred stock (83) (83)
- ------------------------------------------------------------------------------------------------
Net cash used for financing activities (88) (134)
- ------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (8) 13
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 15 2
- ------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 7 $ 15
================================================================================================
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid (excluding interest capitalized) $ 79 $ 77
Income taxes paid 26 1
New capital lease obligations 17 33
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
11
<PAGE> 12
THE DETROIT EDISON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In Millions, Except Per Share Amounts and Shares)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7 $ 15
Accounts receivable
Customer (less allowance for doubtful
accounts of $20) 291 300
Accrued unbilled revenues 124 137
Other 32 63
Inventories (at average cost)
Fuel 127 130
Materials and supplies 155 150
Other 98 11
------- -------
834 806
------- -------
INVESTMENTS
Nuclear decommissioning trust funds 268 239
Other 48 38
------- -------
316 277
------- -------
PROPERTY
Property, plant and equipment 14,316 14,204
Property under capital leases 256 256
Nuclear fuel under capital lease 623 607
Construction work in progress 10 12
------- -------
15,205 15,079
------- -------
Less accumulated depreciation and amortization 6,589 6,431
------- -------
8,616 8,648
------- -------
OTHER ASSETS
Regulatory assets 801 856
Other 168 158
------- -------
969 1,014
------- -------
TOTAL ASSETS $10,735 $10,745
======= =======
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
12
<PAGE> 13
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
-------- -----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 141 $ 150
Accrued interest 42 56
Dividends payable 83 83
Accrued payroll 92 80
Short-term borrowings 164 -
Accumulated deferred income taxes 62 64
Current portion long-term debt 19 169
Current portion capital leases 114 110
Other 237 218
------- -------
954 930
------- -------
OTHER LIABILITIES
Accumulated deferred income taxes 1,937 1,973
Accumulated deferred investment tax credits 297 301
Capital leases 135 137
Other 312 300
------- -------
2,681 2,711
------- -------
LONG-TERM DEBT 3,512 3,531
------- -------
SHAREHOLDER'S EQUITY
Cumulative preferred stock, $100 par value,
6,747,484 shares authorized, 5,207,657 issued,
1,501,223 shares outstanding 144 144
Common stock, $10 par value, 400,000,000 shares
authorized, 145,119,875 issued and outstanding 1,451 1,451
Premium on common stock 548 548
Common stock expense (48) (48)
Retained earnings 1,493 1,478
------- -------
TOTAL SHAREHOLDER'S EQUITY 3,588 3,573
------- -------
COMMITMENTS AND CONTINGENCIES (NOTE 4)
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $10,735 $10,745
======= =======
</TABLE>
See notes to condensed consolidated financial statements (unaudited).
13
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THE DETROIT EDISON COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)
(In Millions, Except Per Share Amounts; Shares in Thousands)
<TABLE>
<CAPTION>
1998
----------------------
Shares Amount
----------------------
<S> <C> <C>
CUMULATIVE PREFERRED STOCK
Balance at beginning of year 1,501 $ 144
------- -------
Balance at March 31, 1998 1,501 $ 144
- ------------------------------------------------------------------
COMMON STOCK
Balance at beginning of year 145,120 $1,451
------- -------
Balance at March 31, 1998 145,120 $1,451
- ------------------------------------------------------------------
PREMIUM ON COMMON STOCK
Balance at beginning of year $ 548
-------
Balance at March 31, 1998 $ 548
- ------------------------------------------------------------------
COMMON STOCK EXPENSE
Balance at beginning of year $ (48)
-------
Balance at March 31, 1998 $ (48)
- ------------------------------------------------------------------
RETAINED EARNINGS
Balance at beginning of year $1,478
Net income 98
Dividends declared
Common stock ($0.55 per share) (80)
Cumulative preferred stock* (3)
-------
Balance at March 31, 1998 $1,493
- ------------------------------------------------------------------
TOTAL SHAREHOLDER'S EQUITY $3,588
=================================================================
</TABLE>
* At established rate for each series.
See notes to condensed consolidated financial statements (unaudited).
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
NOTE 1 - ANNUAL REPORT NOTES
These condensed consolidated financial statements should be read in conjunction
with the Annual Report Notes. The Notes contained herein update and supplement
matters discussed in the Annual Report Notes.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The condensed consolidated financial statements are unaudited, but in the
opinion of the Company and Detroit Edison, with respect to its own financial
statements, include all adjustments necessary for a fair statement of the
results for the interim periods. Financial results for this interim period are
not necessarily indicative of results that may be expected for any other
interim period or for the fiscal year.
NOTE 2 - SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
At March 31, 1998, Detroit Edison had total short-term credit arrangements of
approximately $683 million under which $164 million was outstanding. The
amounts outstanding at March 31, 1998 consisted of $64 million of commercial
paper and $100 million secured by its customer accounts receivable and unbilled
revenues portfolio.
At March 31, 1998, DTE Capital had $255 million of commercial paper
outstanding, backed by a Support Agreement from the Company.
NOTE 3 - LONG-TERM DEBT
The Company had $78.5 million in cash and cash equivalents restricted by debt
covenants at March 31, 1998.
NOTE 4- CONTINGENCIES
LEGAL PROCEEDINGS - Plaintiffs in a class action pending in the Circuit Court
for Wayne County, Michigan (Gilford, et al v. Detroit Edison), as well as
plaintiffs in two other pending actions which make class claims (Sanchez, et al
v. Detroit Edison, Circuit Court for Wayne County, Michigan; and Frazier v.
Detroit Edison, United States District Court, Eastern District of Michigan),
have entered into a settlement with Detroit Edison. The agreement provides
that Detroit Edison's monetary liability is to be no less than $17.5 million
and no greater than $65 million after the conclusion of all related
proceedings. An amount related to this agreement was accrued at December 31,
1997.
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----------------------------------
This Quarterly Report on Form 10-Q, including the report of Deloitte & Touche
LLP (on page 17) will automatically be incorporated by reference in the
Prospectuses constituting part of the Registration Statements on Form S-3
(Registration Nos. 33-53207 and 33-64296) of The Detroit Edison Company and
Form S-8 (Registration Nos. 333-00023 and 333-47247) and Form S-3 (Registration
No. 33-57545) of DTE Energy Company, filed under the Securities Act of 1933.
Such report of Deloitte & Touche LLP, however, is not a "report" or "part of
the Registration Statement" within the meaning of Sections 7 and 11 of the
Securities Act of 1933 and the liability provisions of Section 11(a) of such
Act do not apply.
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INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of DTE Energy Company and
The Detroit Edison Company
We have reviewed the accompanying condensed consolidated balance sheets of DTE
Energy Company and subsidiaries and of The Detroit Edison Company and
subsidiaries as of March 31, 1998, and the related condensed consolidated
statements of income and cash flows for the three-month periods ended March 31,
1998 and 1997, and the condensed consolidated statements of changes in
shareholders' equity for the three-month period ended March 31, 1998. These
financial statements are the responsibility of DTE Energy Company's management
and of The Detroit Edison Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheets of DTE Energy Company and
subsidiaries and of The Detroit Edison Company and subsidiaries as of December
31, 1997, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated January 26, 1998, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheets
as of December 31, 1997 is fairly stated, in all material respects, in relation
to the consolidated balance sheets from which it has been derived.
DELOITTE & TOUCHE LLP
Detroit, Michigan
April 27, 1998
17
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
This analysis for the three months ended March 31, 1998, as compared to the
same period in 1997, should be read in conjunction with the condensed
consolidated financial statements (unaudited), the accompanying Notes, and the
Annual Report Notes.
Detroit Edison is the principal subsidiary of the Company and, as such, unless
otherwise identified, this discussion explains material changes in results of
operations of both the Company and Detroit Edison and identifies recent trends
and events affecting both the Company and Detroit Edison.
GROWTH
During the first quarter of 1998, the Company invested in the following new
non-regulated energy related businesses:
- - DTE Energy Services, Inc. purchased a limited partnership interest in
Indiana Harbor Coke Company, L.P. for $200 million. The partnership will
own and operate four heat-recovery coke batteries consisting of 268 ovens,
to serve the Inland Steel Co. integrated steel mill in East Chicago,
Indiana, and other customers. The batteries are scheduled to begin
operating in the second quarter of 1998.
- - DTE Energy Technologies, Inc. was formed to market systems integrator
solutions to supermarkets, restaurants and retail chains. The subsidiary
acquired the assets of Hy-Save, a refrigerant pump manufacturer.
Detroit Edison plans to put the Conners Creek generation plant back in service
by July 1, 1998. The plant is expected to add 120 MW of coal-fired capacity.
ELECTRIC INDUSTRY DEREGULATION
MICHIGAN PUBLIC SERVICE COMMISSION
As discussed in the Annual Report, there are ongoing Michigan legislative,
judicial and administrative proceedings considering the deregulation of the
generation segment of the Michigan electric public utility industry, among
other things. Neither the Company nor Detroit Edison are able to predict the
outcome or timing of these proceedings.
On February 11, the MPSC issued an order directing Detroit Edison to file its
retail access tariff by February 25, and also directed the MPSC Staff to begin
discussions to amicably resolve implementation issues. In its February 25
filing of the retail access tariffs, Detroit Edison indicated that several
preconditions must be met prior to
18
<PAGE> 19
beginning direct access, including assurance of stranded cost recovery
through a statewide true-up mechanism, and a base rate freeze. Several parties
have filed objections to Detroit Edison's retail access tariff and the
preconditions.
In March Detroit Edison filed a proposal to suspend the PSCR clause and to
set the Fermi 2 Performance Standard adjustment at zero. The MPSC has not yet
acted on this request.
On April 6, Detroit Edison submitted a Draft Customer Choice Implementation
Plan to the MPSC Staff. The draft plan outlines the guidelines and processes
necessary to successfully implement retail access in the State of Michigan.
Key aspects of this plan include: rules for supplier and customer
participation, an explanation of the tasks and processes involved in changing
Detroit Edison's business practices to accommodate customer choice, and a
description of an awareness and education campaign to educate employees,
customers, and others on the basics of customer choice. The MPSC Staff has
initiated a series of three public forums to discuss the draft implementation
plans of Detroit Edison and Consumers Energy Company.
The Company is continuing to hold discussions with the MPSC, the Michigan
legislature and other interested parties on all of the above matters.
LIQUIDITY AND CAPITAL RESOURCES
CASH PROVIDED BY OPERATING ACTIVITIES
Net cash from operating activities was comparable in 1998 and 1997.
CASH USED FOR INVESTING ACTIVITIES
Net cash used for investing was higher due to increased non-regulated
investments, plant and equipment expenditures and contributions to the nuclear
decommissioning trust funds.
Cash requirements for non-regulated investments are estimated to be
approximately $488 million in 1998, of which $200 million had been expended as
of March 31, 1998.
Detroit Edison's 1998 cash requirements for its capital expenditure program are
estimated at $512 million, of which $118 million had been expended as of March
31, 1998.
CASH FROM (USED FOR) FINANCING ACTIVITIES
Net cash from financing was higher due to increased DTE Capital and Detroit
Edison short-term borrowings, partially offset by redemptions of
long-term debt.
In May 1998, Detroit Edison plans to issue $100 million of QUID's which will be
used to redeem $100 million of the 7.75% series of Cumulative Preferred Stock.
19
<PAGE> 20
RESULTS OF OPERATIONS
For the three months ended March 31, 1998, the Company's net income was $104
million, or $0.72 per common share as compared to $71 million, or $0.49 per
common share earned in the three months ended March 31, 1997.
The 1998 three-month earnings were higher than the 1997 due to increased
earnings from non-regulated subsidiary operations, the 1997 increase in the
Fermi 2 Performance Standard accrual and 1997 expenses for a major ice storm.
Storm damage costs of $30 million incurred during the first three quarters of
1997 were deferred in the fourth quarter of 1997 and are being amortized to
expense over a 24 month period beginning in January 1998.
OPERATING REVENUES
Increases in operating revenues were due primarily to higher non-regulated
subsidiary revenues, higher system and interconnection sales, partially offset
by decreases in total system revenues driven mainly by lower rates.
Detroit Edison kWh sales increased as compared to the prior year as follows:
<TABLE>
<CAPTION>
Three
Months
------
<S> <C>
Residential 0.5 %
Commercial 2.8
Industrial 1.3
Other (includes primarily sales for resale) 51.6
Total System 3.4
Sales between utilities 239.2
Total 11.8
</TABLE>
The increase in residential sales resulted from growth in the customer base.
Commercial sales increased for the three-month period, reflecting a
continuation of favorable economic conditions. The increase in industrial sales
reflects increased demand in the construction and automotive sectors. Sales to
other customers increased reflecting increased demand from sales for resale
customers. Sales between utilities increased due to greater demand for energy
and increased availability of energy for sale.
20
<PAGE> 21
OPERATING EXPENSES
FUEL AND PURCHASED POWER
Net system output and average fuel and purchased power unit costs were as
follows:
<TABLE>
<CAPTION>
Three Months
--------------------------
1998 1997
------- -------
(Thousands of MWh)
<S> <C> <C>
Power plant generation
Fossil 11,043 10,366
Nuclear 1,983 (14)
Purchased power 966 2,204
------- -------
Net system output 13,992 12,556
======= =======
Average unit cost ($/MWh) $ 13.54 $ 14.92
======= =======
</TABLE>
Fuel and purchased power expense increased due to higher net system output and
the prior-period receipt of Fermi 2 business insurance proceeds, partially
offset by lower average unit costs resulting from replacing higher cost
purchased power with lower cost nuclear generation as a result of Fermi 2 being
back in service.
OPERATION AND MAINTENANCE
Operation and maintenance expense for the Company increased due primarily to
new non-regulated subsidiary operation expense ($40 million) and higher
Detroit Edison compensation expense related to a shareholder value improvement
plan ($5.8 million), partially offset by lower Detroit Edison major storm
expense ($13.1 million).
INCOME TAXES
Although income before income taxes was higher in 1998 than 1997, income tax
expense for the Company did not change due primarily to increased alternate
fuels credits in 1998.
FORWARD-LOOKING STATEMENTS
Certain information presented in this Quarterly Report on Form 10-Q is based
upon the expectations of the Company and Detroit Edison and, as such, is
forward-looking. The Private Securities Litigation Reform Act of 1995
encourages reporting companies to provide analyses and estimates of future
prospects and also permits reporting companies to point out that actual results
may differ from those anticipated.
Actual results for the Company and Detroit Edison may differ from those
expected due to a number of variables including, but not limited to, the impact
of newly-required FERC tariffs, actual sales, the effects of competition, the
implementation of utility
21
<PAGE> 22
restructuring in Michigan (which involves pending regulatory proceedings,
pending and proposed statutory changes and the recovery of stranded costs),
environmental and nuclear requirements and the success of non-regulated
lines of business. While the Company and Detroit Edison believe that estimates
given accurately measure the expected outcome, actual results could vary
materially due to the variables mentioned as well as others.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
DTE Energy Trading Company began operations in the first quarter of 1998. Its
operations did not have a material impact on the Company.
22
<PAGE> 23
QUARTERLY REPORT ON FORM 10-Q FOR
THE DETROIT EDISON COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).
See pages 10 through 16.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
See the Company's and Detroit Edison's "Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations," which is
incorporated herein by this reference.
PART II - OTHER INFORMATION
ITEM 5 - OTHER INFORMATION.
A March MPSC Order directed Detroit Edison to refund to customers $24.1 million
in April, the total of the 1996 PSCR Reconciliation and Fermi 2 Performance
Standard disallowance. This amount was accrued at December 31, 1997.
On April 14, the MPSC issued an order granting Detroit Edison's March 31
request to waive competitive bidding for Connors Creek and restart the plant.
Based on a 1995 case, the MPSC concluded that Detroit Edison has a need for at
least 417 MW of additional capacity in 1998, 570 MW of additional capacity in
1999, and additional capacity in future years. The MPSC reiterated findings
from an earlier order which directed Detroit Edison to implement a retail
wheeling experiment covering 90 MW of load once the utility required additional
capacity. The order indicated that if Detroit Edison fails to take reasonable
actions to provide adequate supplies for its customers, then the MPSC will make
corresponding adjustments to the utility's authorized rate of return to reflect
actual service quality. In an April 24 informational filing with the MPSC,
Detroit Edison has proposed customer options that will assist in meeting
customer demand this summer. Detroit Edison also proposed an experimental
program permitting certain industrial customers with interruptible service to
secure their own backup power during the summer peak periods in 1998 and 1999.
The filing also suggests that large customers may be permitted to negotiate for
reduced usage under a capacity release program. Detroit Edison declined to
implement the 90MW retail wheeling experiment for the reason that it would not
contribute to meeting the capacity need.
23
<PAGE> 24
QUARTERLY REPORTS ON FORM 10-Q FOR
DTE ENERGY COMPANY AND THE DETROIT EDISON COMPANY
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(i) Exhibits filed herewith.
Exhibit
Number
4-187 - Supplemental Mortgage Indenture, dated as of
February 29, 1992, with respect to the 1992 Series AP
Mortgage Bonds.
4-188 - Supplemental Mortgage Indenture, dated as of April 15, 1992,
with respect to the Series KKP No. 13 Mortgage Bonds.
4-189 - Supplemental Mortgage Indenture, dated as of July 15, 1992,
with respect to the 1992 Series CP Mortgage Bonds.
4-190 - Supplemental Mortgage Indenture, dated as of July 31, 1992,
with respect to the 1992 Series D Mortgage Bonds.
4-191 - Supplemental Indenture, dated as of March 1, 1993, with
respect to the 1993 Series E Mortgage Bonds.
4-192 - Supplemental Indenture, dated as of March 15, 1993, with
respect to the 1993 Series D Mortgage Bonds.
10-17* - 1998 Shareholder Value Improvement Plan Measures.
10-18* - 1998 Executive Incentive Plan Measures.
10-19* - Amended and Restated Detroit Edison Savings Reparation Plan
(February 23, 1998).
10-20* - Restricted Stock Agreement, dated March 23, 1998, between
Detroit Edison and Anthony F. Earley, Jr.
10-21* - Amended and Restated Post-Employment Income Agreement, dated
March 23, 1998, between Detroit Edison and Anthony F. Earley,
Jr.
10-22* - Certain Arrangements pertaining to the employment of S. Martin
Taylor.
24
<PAGE> 25
Exhibit
Number
10-23* - Certain Arrangements pertaining to the employment of Larry G.
Garberding.
10-24* - Form of Indemnification Agreement between Detroit Edison and
(1) John E. Lobbia, (2) Larry G. Garberding and (3) Anthony F.
Earley, Jr.
10-25* - Form of Indemnification Agreement between Detroit Edison and
its Directors.
11-11 - DTE Energy Company Basic and Diluted Earnings Per Share of
Common Stock.
15-7 - Awareness Letter of Deloitte & Touche LLP regarding their
report dated April 27, 1998.
27-19 - Financial Data Schedule for the period ended March 31, 1998
for DTE Energy Company.
27-20 - Financial Data Schedule for the period ended March 31, 1998
for The Detroit Edison Company.
(ii) Exhibits incorporated herein by reference.
3(a) - Amended and Restated Articles of Incorporation of DTE Energy
Company, dated December 13, 1995. (Exhibit 3-5 to Form 10-Q
for quarter ended September 30, 1997).
3(b) - Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company. (Exhibit 3-6 to
Form 10-Q for quarter ended September 30, 1997).
3(c) - Restated Articles of Incorporation of Detroit Edison, as
filed December 10, 1991 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-117 to Form 10-Q for quarter ended March 31, 1993).
3(d) - Certificate containing resolution of the Detroit Edison
Board of Directors establishing the Cumulative Preferred
Stock, 7.75% Series as filed February 22, 1993 with the State
of Michigan, Department of Commerce - Corporation and
Securities Bureau (Exhibit 4-134 to Form 10-Q for quarter
ended March 31, 1993).
3(e) - Certificate containing resolution of the Detroit Edison
Board of Directors establishing the Cumulative Preferred
Stock, 7.74% Series,
25
<PAGE> 26
Exhibit
Number
as filed April 21, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities Bureau
(Exhibit 4-140 to Form 10-Q for quarter ended March 31, 1993).
3(f) - Rights Agreement, dated as of September 23, 1997,
by and between DTE Energy Company and The Detroit Edison
Company, as Rights Agent (Exhibit 4-1 to DTE Energy Company
Current Report on Form 8-K, dated September 22, 1997).
3(g) - Agreement and Plan of Exchange (Exhibit 1(2) to DTE
Energy Form 8-B filed January 2, 1996, File No. 1-11607).
4(a) - Mortgage and Deed of Trust, dated as of October 1, 1924,
between Detroit Edison (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No. 2-1630)
and indentures supplemental thereto, dated as of dates
indicated below, and filed as exhibits to the filings as set
forth below:
<TABLE>
<S> <C>
September 1, 1947 Exhibit B-20 to Registration No. 2-7136
October 1, 1968 Exhibit 2-B-33 to Registration No. 2-30096
November 15, 1971 Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973 Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978 Exhibit 2-B-51 to Registration No. 2-61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
October 15, 1985 Exhibit 4-170 to Form 10-K for year ended
December 31, 1994
July 15, 1989 Exhibit 4-171 to Form 10-K for year ended
December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for year ended
December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for year ended
December 31, 1994
April 1, 1991 Exhibit 4-15 to Form 10-K for year ended
December 31, 1996
May 1, 1991 Exhibit 4-178 to Form 10-K for year ended
December 31, 1996
May 15, 1991 Exhibit 4-179 to Form 10-K for year ended
December 31, 1996
September 1, 1991 Exhibit 4-180 to Form 10-K for year ended
December 31, 1996
November 1, 1991 Exhibit 4-181 to Form 10-K for year ended
December 31, 1996
January 15, 1992 Exhibit 4-182 to Form 10-K for year ended
December 31, 1996
</TABLE>
26
<PAGE> 27
Exhibit
Number
<TABLE>
<S> <C>
November 30, 1992 Exhibit 4-130 to Registration No. 33-56496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
April 1, 1993 Exhibit 4-143 to Form 10-Q for quarter
ended March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for quarter
ended March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for quarter
ended June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for quarter
ended September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for quarter
ended June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for quarter
ended September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for year
ended December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for quarter
ended September 30, 1995
</TABLE>
4(b) - Collateral Trust Indenture (notes), dated as of June 30, 1993
(Exhibit 4-152 to Registration No. 33-50325).
4(c) - First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325).
4(d) - Second Supplemental Note Indenture, dated as of
September 15, 1993 (Exhibit 4-159 to Form 10-Q for quarter
ended September 30, 1993).
4(e) - First Amendment, dated as of August 15, 1996, to Second
Supplemental Note Indenture (Exhibit 4-17 to Form 10-Q
for quarter ended September 30, 1996).
4(f) - Third Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994).
4(g) - First Amendment, dated as of December 12, 1995, to Third
Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-12 to Registration No. 333-00023).
27
<PAGE> 28
Exhibit
Number
4(h) - Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to Detroit Edison Form 10-Q for quarter
ended September 30, 1995).
4(i) - Fifth Supplemental Note Indenture, dated as of February 1, 1996
(Exhibit 4-14 to Form 10-K for year ended December 31, 1996).
4(j) - Standby Note Purchase Credit Facility, dated as of
August 17, 1994, among The Detroit Edison Company, Barclays Bank
PLC, as Bank and Administrative Agent, Bank of America, The Bank
of New York, The Fuji Bank Limited, The Long-Term Credit Bank of
Japan, LTD, Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing Agents (Exhibit
99-18 to Form 10-Q for quarter ended September 30, 1994).
99(a) - Belle River Participation Agreement between Detroit
Edison and Michigan Public Power Agency, dated as of
December 1, 1982 (Exhibit 28-5 to Registration No. 2-81501).
99(b) - Belle River Transmission Ownership and Operating Agreement
between Detroit Edison and Michigan Public Power Agency, dated
as of December 1, 1982 (Exhibit 28-6 to Registration
No. 2-81501).
99(c) - 1988 Amended and Restated Loan Agreement, dated as
of October 4, 1988, between Renaissance Energy Company (an
unaffiliated company) ("Renaissance") and Detroit Edison
(Exhibit 99-6 to Registration No. 33-50325).
99(d) - First Amendment to 1988 Amended and Restated Loan Agreement,
dated as of February 1, 1990, between Detroit Edison
and Renaissance (Exhibit 99-7 to Registration No. 33-50325).
99(e) - Second Amendment to 1988 Amended and Restated Loan
Agreement, dated as of September 1, 1993, between Detroit Edison
and Renaissance (Exhibit 99-8 to Registration No. 33-50325).
99(f) - Third Amendment, dated as of August 28, 1997, to
1988 Amended and Restated Loan Agreement between Detroit Edison
and Renaissance. (Exhibit 99-22 to Form 10-Q for quarter ended
September 30, 1997).
99(g) - $200,000,000 364-Day Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance and
Barclays Bank PLC, New York Branch, as Agent (Exhibit 99-12 to
Registration No. 33-50325).
28
<PAGE> 29
Exhibit
Number
99(h) - First Amendment, dated as of August 31, 1994, to $200,000,000
364-Day Credit Agreement, dated September 1, 1993, among The
Detroit Edison Company, Renaissance, the Banks party thereto
and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-19
to Form 10-Q for quarter ended September 30, 1994).
99(i) - Third Amendment, dated as of March 8, 1996, to $200,000,000
364-Day Credit Agreement, dated September 1, 1993, as amended,
among Detroit Edison, Renaissance, the Banks party thereto
and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-11
to Form 10-Q for quarter ended March 31, 1996).
99(j) - Fourth Amendment, dated as of August 29, 1996, to $200,000,000
364-Day Credit Agreement as of September 1, 1990, as amended,
among Detroit Edison, Renaissance, the Banks party thereto and
Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to
Form 10-Q for quarter ended September 30, 1996).
99(k) - Fifth Amendment, dated as of September 1, 1997, to $200,000,000
Multi-Year Credit Agreement, dated as of September 1, 1993, as
amended, among Detroit Edison, Renaissance, the Banks Party
thereto and Barclays Bank PLC, New York Branch, as Agent.
(Exhibit 99-24 to Form 10-Q for quarter ended September 30,
1997).
99(l) - $200,000,000 Three-Year Credit Agreement, dated
September 1, 1993, among Detroit Edison, Renaissance and
Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-13 to
Registration No. 33-50325).
99(m) - First Amendment, dated as of September 1, 1994, to
$200,000,000 Three-Year Credit Agreement, dated as of
September 1, 1993, among Detroit Edison, Renaissance, the
Banks party thereto and Barclays Bank, PLC, New York Branch,
as Agent (Exhibit 99-20 to Form 10-Q for quarter ended
September 30, 1994).
99(n) - Third Amendment, dated as of March 8, 1996, to $200,000,000
Three-Year Credit Agreement, dated September 1, 1993, as amended
among Detroit Edison, Renaissance, the Banks party thereto
and Barclays Bank, PLC, New York Branch, as Agent (Exhibit 99-12
to Form 10-Q for quarter ended March 31, 1996).
99(o) - Fourth Amendment, dated as of September 1, 1996, to
$200,000,000 Multi-Year (formerly Three-Year) Credit
Agreement, dated as of September 1, 1993, as amended among
Detroit Edison, Renaissance, the Banks party thereto and
Barclays Bank, PLC, New
29
<PAGE> 30
Exhibit
Number
York Branch, as Agent (Exhibit 99-14 to Form 10-Q for quarter
ended September 30, 1996).
99(p) - Fifth Amendment, dated as of August 28, 1997, to $200,000,000
364-Day Credit Agreement, dated as of September 1, 1990, as
amended, among Detroit Edison, Renaissance, the Banks Party
thereto and Barclays Bank PLC, New York Branch, as Agent.
(Exhibit 99-25 to Form 10-Q for quarter ended
September 30, 1997).
99(q) - 1988 Amended and Restated Nuclear Fuel Heat Purchase
Contract, dated October 4, 1988, between Detroit Edison and
Renaissance (Exhibit 99-9 to Registration No. 33-50325).
99(r) - First Amendment to 1988 Amended and Restated Nuclear
Fuel Heat Purchase Contract, dated as of February 1, 1990,
between Detroit Edison and Renaissance (Exhibit 99-10 to
Registration No. 33-50325).
99(s) - Second Amendment, dated as of September 1, 1993, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance (Exhibit 99-11 to
Registration No. 33-50325).
99(t) - Third Amendment, dated as of August 31, 1994, to
1988 Amended and Restated Nuclear Fuel Heat Purchase Contract,
dated October 4, 1988, between Detroit Edison and Renaissance
(Exhibit 99-21 to Form 10-Q for quarter ended
September 30, 1994).
99(u) - Fourth Amendment, dated as of March 8, 1996, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4, 1988, between Detroit Edison
and Renaissance (Exhibit 99-10 to Form 10-Q for quarter ended
March 31, 1996).
99(v) - Sixth Amendment, dated as of August 28, 1997, to 1988
Amended and Restated Nuclear Fuel Heat Purchase Contract
between Detroit Edison and Renaissance. (Exhibit 99-23 to Form
10-Q for quarter ended September 30, 1997).
99(w) - Standby Note Purchase Credit Facility, dated as of
September 12, 1997, among Detroit Edison and the Bank's
Signatory thereto and The Chase Manhattan Bank, as
Administrative Agent, and Citicorp Securities, Inc., Lehman
Brokers, Inc., as Remarketing Agents and Chase Securities, Inc.
as Arranger. (Exhibit 99-26 to Form 10-Q for quarter ended
September 30, 1997).
30
<PAGE> 31
Exhibit
Number
99(x) - Amended and Restated Credit Agreement, Dated as of
January 21, 1998 among DTE Capital Corporation, the Initial
Lenders, Citibank, N.A., as Agent, and Barclays Bank PLC, New
York Branch and The First National Bank of Chicago, as
Co-Agents, and Citicorp Securities, Inc., as Arranger.
(Exhibit 99-27 to Form 10-K for year ended December 31, 1997.)
99(y) - $60,000,000 Support Agreement dated as of January 21, 1998
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-183 to Form 10-K for year ended December 31, 1997.)
99(z) - $400,000,000 Support Agreement, dated as of January 21, 1998,
between DTE Energy Company and DTE Capital Corporation.
(Exhibit 4-184 to Form 10-K for year ended December 31, 1997.)
(b) Registrants did not file any reports on Form 8-K during first quarter
1998.
(c) *Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report.
31
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DTE ENERGY COMPANY
--------------------------------------
(Registrant)
Date April 27, 1998 /s/ SUSAN M. BEALE
-------------- --------------------------------------
Susan M. Beale
Vice President and Corporate Secretary
Date April 27, 1998 /s/ DAVID E. MEADOR
-------------- --------------------------------------
David E. Meador
Vice President and Controller
32
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE DETROIT EDISON COMPANY
--------------------------------------
(Registrant)
Date April 27, 1998 /s/ SUSAN M. BEALE
-------------- --------------------------------------
Susan M. Beale
Vice President and Corporate Secretary
Date April 27, 1998 /s/ DAVID E. MEADOR
-------------- --------------------------------------
David E. Meador
Vice President and Controller
33
<PAGE> 34
QUARTERLY REPORTS ON FORM
10-Q FOR THE QUARTER
ENDED MARCH 31, 1998
DTE ENERGY COMPANY FILE NO. 1-11607
DETROIT EDISON COMPANY FILE NO. 1-2198
Exhibits filed herewith.
Exhibit
Number
4-187- Supplemental Mortgage Indenture,
dated as of February 29, 1992, with
respect to the 1992 Series AP Mortgage
Bonds.
4-188- Supplemental Mortgage Indenture,
dated as of April 15, 1992 with
respect to the Series KKP No. 13
Mortgage Bonds.
4-189- Supplemental Mortgage Indenture, dated
as of July 15, 1992, with respect to
the 1992 Series CP Mortgage Bonds.
4-190- Supplemental Mortgage Indenture, dated
as of July 31, 1992, with respect to
the 1992 Series D Mortgage Bonds.
4-191- Supplemental Indenture, dated as of
March 1, 1993, with respect to the
1993 Series E Mortgage Bonds.
4-192- Supplemental Indenture, dated as of
March 15, 1993, with respect to the
1993 Series D Mortgage Bonds.
10-17*- 1998 Shareholder Value Improvement
Plan Measures.
10-18*- 1998 Executive Incentive Plan
Measures.
10-19* Amended and Restated Detroit Edison
Savings Reparation Plan (February 23,
1998).
10-20* Restricted Stock Agreement, dated
March 23, 1998, between Detroit Edison
and Anthony F. Early, Jr.
<PAGE> 35
10-21*- Amended and Restated Post-Employment
Income Agreement, dated March 23,
1998, between Detroit Edison and
Anthony F. Earley, Jr.
10-22*- Certain Arrangements pertaining to the
employment of S. Martin Taylor.
10-23* Certain Arrangements pertaining to the
employment of Larry G. Garberding.
10-24*- Form of Indemnification Agreement
between Detroit Edison and (1) John E.
Lobbia, (2) Larry G. Garberding and
(3) Anthony F. Earley.
10-25* Form of Indemnification Agreement
between Detroit Edison and its
Directors.
11-11- DTE Energy Company Basic and Diluted
Earnings Per Share of Common Stock.
15-7- Awareness Letter of Deloitte & Touche
LLP regarding their report dated April
27, 1998.
27-19- Financial Data Schedule for the period
ended March 31, 1998 for DTE Energy
Company.
27-20- Financial Data Schedule for the period
ended March 31, 1998 for The Detroit
Edison Company.
Exhibits incorporated herein by reference. See Page Nos.___ through
___ for location of exhibits
incorporated by reference
3(a)- Amended and Restated Articles of
Incorporation of DTE Energy Company,
dated December 13, 1995.
3(b)- Certificate of Designation of Series A
Junior Participating Preferred Stock
of DTE Energy Company.
3(c)- Restated Articles of Incorporation of
Detroit Edison, as filed December 10,
1991 with the State of Michigan,
Department of Commerce - Corporation
and Securities Bureau.
<PAGE> 36
3(d)- Certificate containing resolution of
the Detroit Edison Board of Directors
establishing the Cumulative Preferred
Stock, 7.75% Series as filed February
22, 1993 with the State of Michigan,
Department of Commerce Corporation and
Securities Bureau.
3(e)- Certificate containing resolution of
the Detroit Edison Board of Directors
establishing the Cumulative Preferred
Stock, 7.74% Series, as filed April
21, 1993 with the State of Michigan,
Department of Commerce - Corporation
and Securities Bureau.
3(f)- Rights Agreement, dated as of
September 23, 1997, by and between DTE
Energy Company and The Detroit Edison
Company, as Rights Agent.
3(g)- Agreement and Plan of Exchange
(Exhibit 1(2) to DTE Energy Form 8-B
filed January 2, 1996, File No.
1-11607).
4(a)- Mortgage and Deed of Trust, dated as
of October 1, 1924, between Detroit
Edison and Bankers Trust Company as
Trustee and indentures supplemental
thereto, dated as of dates indicated
below:
September 1, 1947
October 1, 1968
November 15, 1971
January 15, 1973
June 1, 1978
June 30, 1982
August 15, 1982
October 15, 1985
July 15, 1989
December 1, 1989
February 15, 1990
April 1, 1991
May 1, 1991
May 15, 1991
September 1, 1991
November 1, 1991
January 15, 1992
November 30, 1992
January 1, 1993
April 1, 1993
April 26, 1993
<PAGE> 37
May 31, 1993
June 30, 1993
June 30, 1993
September 15, 1993
March 1, 1994
June 15, 1994
August 15, 1994
December 1, 1994
August 1, 1995
4(b)- Collateral Trust Indenture (notes),
dated as of June 30, 1993.
4(c)- First Supplemental Note Indenture,
dated as of June 30, 1993.
4(d)- Second Supplemental Note Indenture,
dated as of September 15, 1993.
4(e)- First Amendment, dated as of August
15, 1996, to Second Supplemental Note
Indenture.
4(f)- Third Supplemental Note Indenture,
dated as of August 15, 1994.
4(g)- First Amendment, dated as of December
12, 1995, to Third Supplemental Note
Indenture, dated as of August 15,
1994.
4(h)- Fourth Supplemental Note Indenture,
dated as of August 15, 1995.
4(i)- Fifth Supplemental Note Indenture,
dated as of February 1, 1996.
4(j)- Standby Note Purchase Credit Facility,
dated as of August 17, 1994, among The
Detroit Edison Company, Barclays Bank
PLC, as Bank and Administrative Agent,
Bank of America, The Bank of New York,
The Fuji Bank Limited, The Long-Term
Credit Bank of Japan, LTD, Union Bank
and Citicorp Securities, Inc. and
First Chicago Capital Markets, Inc. as
Remarketing Agents.
99(a)- Belle River Participation Agreement
between Detroit Edison and Michigan
Public Power Agency, dated as of
December 1, 1982.
<PAGE> 38
99(b)- Belle River Transmission Ownership and
Operating Agreement between Detroit
Edison and Michigan Public Power
Agency, dated as of December 1, 1982 .
99(c)- 1988 Amended and Restated Loan
Agreement, dated as of October 4,
1988, between Renaissance Energy
Company (an unaffiliated company)
("Renaissance") and Detroit Edison.
99(d)- First Amendment to 1988 Amended and
Restated Loan Agreement, dated as of
February 1, 1990, between Detroit
Edison and Renaissance.
99(e)- Second Amendment to 1988 Amended and
Restated Loan Agreement, dated as of
September 1, 1993, between Detroit
Edison and Renaissance.
99(f)- Third Amendment, dated as of August
28, 1997, to 1988 Amended and Restated
Loan Agreement between Detroit Edison
and Renaissance.
99(g)- $200,000,000 364-Day Credit Agreement,
dated as of September 1, 1993, among
Detroit Edison, Renaissance and
Barclays Bank PLC, New York Branch, as
Agent.
99(h)- First Amendment, dated as of August
31, 1994, to $200,000,000 364-Day
Credit Agreement, dated September 1,
1993, among The Detroit Edison
Company, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New
York Branch, as Agent.
99(i)- Third Amendment, dated as of March 8,
1996, to $200,000,000 364-Day Credit
Agreement, dated September 1, 1993, as
amended, among Detroit Edison,
Renaissance, the Banks party thereto
and Barclays Bank, PLC, New York
Branch, as Agent.
99(j)- Fourth Amendment, dated as of August
29, 1996, to $200,000,000 364-Day
Credit Agreement as of September 1,
1990, as amended, among Detroit
Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New
York Branch, as Agent.
99(k)- Fifth Amendment, dated as of September
1, 1997, to $200,000,000 Multi-Year
Credit Agreement, dated as of
<PAGE> 39
September 1, 1993, as amended, among
Detroit Edison, Renaissance, the Banks
Party thereto and Barclays Bank PLC,
New York Branch, as Agent.
99(l)- $200,000,000 Three-Year Credit
Agreement, dated September 1, 1993,
among Detroit Edison, Renaissance and
Barclays Bank, PLC, New York Branch,
as Agent.
99(m)- First Amendment, dated as of September
1, 1994, to $200,000,000 Three-Year
Credit Agreement, dated as of
September 1, 1993, among Detroit
Edison, Renaissance, the Banks party
thereto and Barclays Bank, PLC, New
York Branch, as Agent.
99(n)- Third Amendment, dated as of March 8,
1996, to $200,000,000 Three-Year
Credit Agreement, dated September 1,
1993, as amended among Detroit Edison,
Renaissance, the Banks party thereto
and Barclays Bank, PLC, New York
Branch, as Agent.
99(o)- Fourth Amendment, dated as of
September 1, 1996, to $200,000,000
Multi-Year (formerly Three-Year)
Credit Agreement, dated as of
September 1, 1993, as amended among
Detroit Edison, Renaissance, the Banks
party thereto and Barclays Bank, PLC,
New York Branch, as Agent.
99(p)- Fifth Amendment, dated as of August
28, 1997, to $200,000,000 364-Day
Credit Agreement, dated as of
September 1, 1990, as amended, among
Detroit Edison, Renaissance, the Banks
Party thereto and Barclays Bank PLC,
New York Branch, as Agent.
99(q)- 1988 Amended and Restated Nuclear Fuel
Heat Purchase Contract, dated October
4, 1988, between Detroit Edison and
Renaissance.
99(r)- First Amendment to 1988 Amended and
Restated Nuclear Fuel Heat Purchase
Contract, dated as of February 1,
1990, between Detroit Edison and
Renaissance.
99(s)- Second Amendment, dated as of
September 1, 1993, to 1988 Amended and
Restated Nuclear Fuel Heat Purchase
Contract between Detroit Edison and
Renaissance.
<PAGE> 40
99(t)- Third Amendment, dated as of August
31, 1994, to 1988 Amended and Restated
Nuclear Fuel Heat Purchase Contract,
dated October 4, 1988, between Detroit
Edison and Renaissance.
99(u)- Fourth Amendment, dated as of March 8,
1996, to 1988 Amended and Restated
Nuclear Fuel Heat Purchase Contract
Agreement, dated as of October 4,
1988, between Detroit Edison and
Renaissance.
99(v)- Sixth Amendment, dated as of August
28, 1997, to 1988 Amended and Restated
Nuclear Fuel Heat Purchase Contract
between Detroit Edison and
Renaissance.
99(w)- Standby Note Purchase Credit Facility,
dated as of September 12, 1997, among
Detroit Edison and the Bank's
Signatory thereto and The Chase
Manhattan Bank, as Administrative
Agent, and Citicorp Securities, Inc.,
Lehman Brokers, Inc., as Remarketing
Agents and Chase Securities, Inc. as
Arranger.
99(x)- Amended and Restated Credit Agreement,
Dated as of January 21, 1998 among DTE
Capital Corporation, the Initial
Lenders, Citibank, N.A., as Agent, and
Barclays Bank PLC, New York Branch and
The First National Bnak of Chicago, as
Co-Agents, and Citicorp Securities,
Inc., as Arranger.
99(y)- $60,000,000 Support Agreement dated as
of January 21, 1998 between DTE Energy
Company and DTE Capital Corporation.
99(z)- $400,000,000 Support Agreement, dated
as of January 21, 1998, between DTE
Energy Company and DTE Capital
Corporation.
*Denotes management contract or compensatory plan or arrangement
required to be entered as an exhibit to this report.
<PAGE> 1
EXHIBIT 4-187
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 February 29, 1992
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES AP, DUE SEPTEMBER 1, 2022
AND
(B) RECORDING AND FILING DATA
<PAGE> 2
i
TABLE OF CONTENTS*
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1992 Series AP................................ 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 6
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF TWO HUNDRED NINETY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES AP
Sec. 1. Terms of Bonds of 1992 Series AP.................... 6
Sec. 2. Redemption of Bonds of 1992 Series AP............... 8
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of 1992 Series AP..................... 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Series 318(c) of Trust Indenture Act........ 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 22
</TABLE>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the twenty-ninth
day of February, 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
INDENTURE AND delivered its Mortgage and Deed of Trust (hereinafter
SUPPLEMENTALS. referred to as the "Original Indenture"), dated as of
October 1, 1924, to the Trustee, for the security
of all bonds of the Company outstanding thereunder,
and pursuant to the terms and provisions of the
Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February
1, 1931, June 1, 1931, October 1, 1932, September 25,
1935, September 1, 1936, November 1, 1936, February 1,
1940, December 1, 1940, September 1, 1947, March 1,
1950, November 15, 1951, January 15, 1953, May 1,
1953, March 15, 1954, May 15, 1955, August 15, 1957,
June 1, 1959, December 1, 1966, October 1, 1968,
December 1, 1969, July 1, 1970, December 15, 1970,
June 15, 1971, November 15, 1971, January 15, 1973,
May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976,
June 15, 1976, July 15, 1976, February 15, 1977, March
1, 1977, June 15, 1977, July 1, 1977, October 1, 1977,
June 1, 1978, October 15, 1978, March 15, 1979, July
1, 1979, September 1, 1979, September 15, 1979,
January 1, 1980, April 1, 1980, August 15, 1980,
August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986,
August 15, 1986, November 30, 1986, January 31, 1987,
April 1, 1987, August 15, 1987, November 30, 1987,
June 15, 1989, July 15, 1989, December 1, 1989,
February 15, 1990, November 1, 1990, April 1, 1991,
May 1, 1991, May 15, 1991, September 1, 1991, November
1, 1991 and January 15, 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
BONDS UNDER be issuable in one or more series, and makes provision
INDENTURE. that the rates of interest and dates for the payment
thereof, the date of maturity or dates of maturity,
if of serial maturity, the terms and rates of optional
redemption (if redeemable), the forms of registered
bonds without coupons of any series and any other
provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the Board of
Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to
the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Five billion
ISSUED. nine hundred twenty-one million seven hundred
ninety-seven thousand dollars ($5,921,797,000) have
heretofore been issued under the Indenture as follows,
viz:
<TABLE>
<S> <C>
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
</TABLE>
<PAGE> 4
2
<TABLE>
<S> <C>
(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,
(69-82) Bonds of Series IIP Nos. 1-6 and
8-15 -- Principal Amount $490,000,
(83-88) Bonds of Series JJP Nos. 1-6 -- Principal Amount $690,000,
(89-94) Bonds of Series KKP Nos. 1-6 -- Principal Amount $1,590,000,
(95-109) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(110-130) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(131-140) Bonds of Series OOP Nos. 1-10 -- Principal Amount $3,350,000,
(141-156) Bonds of Series QQP Nos. 1-16 -- Principal Amount $12,345,000,
(157-171) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(172) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(173-197) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(198-208) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(209-220) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(221) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(222) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(223) Bonds of Series PP -- Principal Amount $70,000,000,
(224) Bonds of Series RR -- Principal Amount $70,000,000,
(225) Bonds of Series EE -- Principal Amount $50,000,000,
(226-227) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
</TABLE>
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;
(228) 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;
(229) 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;
(230) Bonds of Series T in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(231) Bonds of Series U in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(232) 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;
(233) 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;
(234) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(235) 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;
<PAGE> 5
3
(236-243) Bonds of Series IIP Nos. 7 and 16-22 in the
principal amount of Three million two hundred sixty
thousand dollars ($3,260,000), of which Two hundred
twenty thousand dollars ($220,000) principal amount have
heretofore been retired and Three million forty thousand
dollars ($3,040,000) principal amount are outstanding at
the date hereof;
(244-245) Bonds of Series JJP Nos. 7-8 in the principal
amount of Six million one hundred sixty thousand
dollars ($6,160,000), of which Six hundred twenty thousand
dollars ($620,000) principal amount have heretofore been
retired and Five million five hundred forty thousand
dollars ($5,540,000) principal amount are outstanding at
the date hereof;
(246-251) Bonds of Series KKP Nos. 7-12 in the principal
amount of One hundred twenty-three million seven hundred
ninety thousand dollars ($123,790,000), of which One
million three hundred thousand dollars ($1,300,000)
principal amount have heretofore been retired and One
hundred twenty-two million four hundred ninety thousand
dollars ($122,490,000) principal amount are outstanding at
the date hereof;
(252-259) Bonds of Series OOP Nos. 11-18 in the principal
amount of Fifteen million five hundred thirty thousand
dollars ($15,530,000), of which Three hundred twenty
thousand dollars ($320,000) principal amount have
heretofore been retired and Fifteen million two hundred ten
thousand dollars ($15,210,000) principal amount are
outstanding at the date hereof;
(260-262) Bonds of Series QQP Nos. 17-19 in the principal
amount of One million three hundred five thousand dollars
($1,305,000), all of which are outstanding at the date
hereof;
(263) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which
Ninety million dollars ($90,000,000) principal amount
have heretofore been retired and Sixty million dollars
($60,000,000) principal amount are outstanding at the date
hereof;
(264) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which Sixty-six
million five hundred thousand dollars ($66,500,000)
principal amount have heretofore been retired and
Thirty-three million five hundred thousand dollars
($33,500,000) principal amount are outstanding at the date
hereof;
(265-268) Bonds of 1981 Series AP Nos. 13-16 in the
principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date
hereof;
(269) 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;
(270) 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;
(271) 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;
(272) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which
are outstanding at the date hereof;
<PAGE> 6
4
(278) Bonds of 1987 Series E in the principal amount of One
hundred fifty million dollars ($150,000,000), all of which
are outstanding at the date hereof;
(279) 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;
(280) 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;
(281) 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;
(282) 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 Twelve million five hundred
fifty-eight thousand dollars ($12,558,000) principal amount
have heretofore been retired and One hundred eighty-two
million ninety-one thousand dollars ($182,091,000)
principal amount are outstanding at the date hereof;
(283) 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 Nineteen million thirty-two
thousand dollars ($19,032,000) principal amount have
heretofore been retired and Two hundred thirty-seven
million nine hundred thousand dollars ($237,900,000)
principal amount are outstanding at the date hereof;
(284) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Six million eight
hundred thirty-eight thousand dollars ($6,838,000)
principal amount have heretofore been retired and
Seventy-eight million six hundred thirty-seven thousand
dollars ($78,637,000) principal amount are outstanding at
the date hereof;
(285) 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;
(286) 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;
(287) 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;
(288) 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;
(289) 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;
(290) 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; and
(291) 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;
and, accordingly, of the bonds so issued, Four billion
sixty-five million nine hundred forty-three thousand
dollars ($4,065,943,000) principal amount are outstanding
at the date hereof; and
REASON FOR WHEREAS, The Economic Development Corporation of the
CREATION OF County of Monroe, Michigan has agreed to issue and sell
NEW SERIES. $66,000,000 principal amount of its Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992-AA, in order to provide
funds for the refunding of certain pollution control related
bonds previously issued to finance a pollution control
project of the Company; and
<PAGE> 7
5
WHEREAS, the Company has entered into a Loan Agreement,
dated as of March 24, 1992 with The Economic Development
Corporation of the County of Monroe, Michigan in connection
with the issuance of the Collateralized Series 1992-AA
Bonds, in order to refund certain pollution control
related bonds, and pursuant to such Loan Agreement the
Company has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture in order further to
secure its obligations under such Loan Agreement; and
WHEREAS, for such purposes the Company desires to issue a
new series of bonds to be issued under the Indenture and
to be authenticated and delivered pursuant to Section 8 of
Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
1992 SERIES AP. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 1992
Series AP"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes
ASSURANCE. in the property subject to the lien thereof all of the
estates and properties, real, personal and mixed,
rights, privileges and franchises of every nature and
kind and wheresoever situate, then or thereafter owned or
possessed by or belonging to the Company or to which it was
then or at any time thereafter might be entitled in law or
in equity (saving and excepting, however, the property
therein specifically excepted or released from the lien
thereof), and the Company therein covenanted that it would,
upon reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have been
done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises
INDENTURE. and of the covenants contained in the Indenture and of the
sum of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees
to and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
PART I.
CREATION OF TWO HUNDRED NINETY-FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES AP
<PAGE> 8
6
Certain terms SECTION 1. The Company hereby creates the Two hundred
of Bonds of Ninety-fifth series of bonds to be issued under and secured
1992 Series AP. 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 AP" (elsewhere herein referred to as the "bonds
of 1992 Series AP"). The aggregate principal amount of
bonds of 1992 Series AP shall be limited to Sixty-six
million dollars ($66,000,000), except as provided in
Sections 7 and 13 of Article II of the Original Indenture
with respect to exchanges and replacements of bonds.
Each bond of 1992 Series AP is to be irrevocably assigned
to, and registered in the name of, NBD Bank, N.A., as
trustee, or a successor trustee (said trustee or any
successor trustee being hereinafter referred to as the
"Monroe EDC Trust Indenture Trustee"), under the Trust
Indenture, dated as of March 24, 1992 (hereinafter called
the "Monroe EDC Trust Indenture"), between The Economic
Development Corporation of the County of Monroe, Michigan
(hereinafter called "Monroe EDC"), and the Monroe EDC Trust
Indenture Trustee, to secure payment of The Economic
Development Corporation of the County of Monroe, State of
Michigan Limited Obligation Refunding Revenue Bonds (The
Detroit Edison Company Project), Collateralized Series
1992-AA (hereinafter called the "Monroe EDC Revenue
Bonds"), issued by the Monroe EDC under the Monroe EDC
Trust Indenture, the proceeds of which have been provided
for the refunding of certain pollution control related
bonds which the Company has agreed to refund pursuant to
the provisions of the Loan Agreement, dated as of March 24,
1992 (hereinafter called the "Monroe EDC Agreement"),
between the Company and the Monroe EDC.
The bonds of 1992 Series AP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1992 Series AP shall be issued in the
aggregate principal amount of $66,000,000, shall mature on
September 1, 2022 and shall bear interest, payable
semi-annually on March 1 and September 1 of each year
(commencing September 1, 1992), at the rate of 6.95%, until
the principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
The bonds of 1992 Series AP shall be payable as to
principal, premium, if any, and interest as provided in
the Indenture, but only to the extent and in the manner
herein provided. The bonds of 1992 Series AP shall be
payable, both as to principal and interest, at the office
or agency of the Company in the Borough of Manhattan, The
City and State of New York, in any coin or currency of the
United States of America which at the time of payment is
legal tender for public and private debts.
Except as provided herein, each bond of 1992 Series AP
shall be dated the date of its authentication and interest
shall be payable on the principal represented thereby from
the March 1 or September 1 next preceding the date thereof
to which interest has been paid on bonds of 1992 Series AP,
unless the bond is authenticated on a date to which
interest has been paid, in which case interest shall be
payable from the date of authentication, or unless the date
of authentication is prior to September 1, 1992, in which
case interest shall be payable from March 24, 1992.
<PAGE> 9
7
The bonds of 1992 Series AP in definitive form
shall be, at the election of the Company, fully engraved or
shall be lithographed or printed in authorized
denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and
desirable to indicate by such designation the form, series
and denominations of bonds of 1992 Series AP). Until bonds
of 1992 Series AP in definitive form are ready for
delivery, the Company may execute, and upon its request in
writing the Trustee shall authenticate and deliver in lieu
thereof, bonds of 1992 Series AP in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1992 Series AP, if any, may be printed
and may be issued in authorized denominations in
substantially the form of definitive bonds of 1992 Series
AP, but with such omissions, insertions and variations as
may be appropriate for temporary bonds, all as may be
determined by the Company.
Bonds of 1992 Series AP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the Monroe EDC Trust
Indenture, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of rights
and remedies consequent upon an Event of Default under the
Monroe EDC Trust Indenture. Any such transfer shall be made
upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City
and State of New York, together with a written instrument
of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed by
the holder or by its duly authorized attorney. Bonds of
1992 Series AP shall in the same manner be exchangeable for
a like aggregate principal amount of bonds of 1992 Series
AP upon the terms and conditions specified herein and in
Section 7 of Article II of the Indenture. The Company
waives its rights under Section 7 of Article II of the
Indenture not to make exchanges or transfers of bonds of
1992 Series AP, during any period of ten days next
preceding any redemption date for such bonds.
Bonds of 1992 Series AP, in definitive and temporary
form, and of the may bear such legends as may be necessary
to comply with any law or with any rules or regulations
made pursuant thereto or as may be specified in the Monroe
EDC Agreement.
Upon payment of the principal or premium, if any, or
interest on the Monroe EDC Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise,
or upon provision for the payment thereof having been
made in accordance with Articles I or IV of the Monroe EDC
Trust Indenture, bonds of 1992 Series AP in a principal
amount equal to the principal amount of such Monroe EDC
Revenue Bonds, shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in
the case of the payment of principal and premium, if any,
such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1992 Series AP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal
1992 SERIES AP. amounts which correspond to the redemption dates for, and
the principal amounts to be redeemed of, the Monroe
EDC Revenue Bonds.
In the event the Company elects to redeem any Monroe EDC
Revenue Bonds prior to maturity in accordance with the
provisions of the Monroe EDC Trust Indenture, the Company
shall on the same date redeem bonds of 1992 Series AP in
principal amounts and at redemption prices corresponding to
the Monroe EDC Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of
bonds of 1992 Series AP on the same date as it gives notice
of redemption of Monroe EDC Revenue Bonds to the Monroe EDC
Trust Indenture Trustee.
<PAGE> 10
8
Redemption SECTION 3. In the event of an Event of Default
of Bonds of 1992 under the Monroe EDC Trust Indenture and the
Series AP in event acceleration of all Monroe EDC Revenue Bonds, the
of acceleration bonds of 1992 Series AP shall be redeemable in whole
of Monroe upon receipt by the Trustee of a written demand
Revenue Bonds. (hereinafter called a "Redemption Demand") from the
Monroe EDC Trust Indenture Trustee stating that there has
occurred under the Monroe EDC Trust Indenture both an
Event of Default and a declaration of acceleration of
payment of principal, accrued interest and premium, if any,
on the Monroe EDC Revenue Bonds, specifying the last date to
which interest on the Monroe EDC Revenue Bonds has been paid
(such date being hereinafter referred to as the "Initial
Interest Accrual Date") and demanding redemption of the
bonds of said series. The Trustee shall, within five days
after receiving such Redemption Demand, mail a copy thereof
to the Company marked to indicate the date of its receipt by
the Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date on
which it will redeem the bonds of said series so demanded to
be redeemed (hereinafter called the "Demand Redemption
Date"). Notice of the date fixed as the Demand Redemption
Date shall be mailed by the Company to the Trustee at least
ten days prior to such Demand Redemption Date. The date to
be fixed by the Company as and for the Demand Redemption
Date may be any date up to and including the earlier of (x)
the 60th day after receipt by the Trustee of the Redemption
Demand or (y) the maturity date of such bonds first
occurring following the 20th day after the receipt by the
Trustee of the Redemption Demand; provided, however, that if
the Trustee shall not have received such notice fixing the
Demand Redemption Date on or before the 10th day preceding
the earlier of such dates, the Demand Redemption Date shall
be deemed to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice being
hereinafter called the "Demand Redemption Notice") to the
Strategic Fund Trust Indenture Trustee not more than ten nor
less than five days prior to the Demand Redemption Date.
Each bond of 1992 Series AP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Monroe EDC Trust Indenture Trustee
to the Trustee at a redemption price equal to the principal
amount thereof plus accrued interest thereon at the rate
specified for such bond from the Initial Interest Accrual
Date to the Demand Redemption Date plus an amount equal to
the aggregate premium, if any, due and payable on such
Demand Redemption Date on all Monroe EDC Revenue Bonds;
provided, however, that in the event of a receipt by the
Trustee of a notice that, pursuant to Section 604 of the
Monroe EDC Trust Indenture, the Monroe EDC Trust Indenture
Trustee has terminated proceedings to enforce any right
under the Monroe EDC Trust Indenture, then any Redemption
Demand shall thereby be rescinded by the Monroe EDC Trust
Indenture Trustee, and no Demand Redemption Notice shall be
given, or, if already given, shall be automatically
annulled; but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right
consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to take any
action pursuant to a Redemption Demand and such Redemption
Demand shall be of no force or effect, unless it is
executed in the name of the Monroe EDC Trust Indenture
Trustee by its President or one of its Vice Presidents.
<PAGE> 11
9
Consent. SECTION 4. The holders of the bonds of 1992 Series
AP, 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 4, or in writing, or by affirmative vote cast
at a meeting called pursuant to said Article XV, or by any
combination thereof.
FORM OF BONDS SECTION 5. The bonds of 1992 Series AP and the form of
OF 1992 SERIES AP. Trustee's Certificate to be endorsed on such bonds shall
be substantially in the following forms, respectively:
<PAGE> 12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1992 SERIES AP, 6.95% DUE SEPTEMBER 1, 2022
Notwithstanding any provisions hereof or in the
Indenture, this bond is not assignable or transferable
except as may be required to effect a transfer to any
successor trustee under the Trust Indenture, dated as of
March 24, 1992 between The Economic Development Corporation
of the County of Monroe, Michigan and NBD Bank, N.A., as
trustee, or, subject to compliance with applicable law, as
may be involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said
Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to NBD Bank, N.A.,
as trustee, or registered assigns, at the Company's office
or agency in the Borough of Manhattan, The City and State
of New York, the principal sum of dollars
($ ) in lawful money of the United States of America
on the date specified in the title hereof and interest
thereon at the rate specified in the title hereof, in like
lawful money, from March 24, 1992, and after the first
payment of interest on bonds of this Series has been made
or otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided for,
semi-annually on March 1 and September 1 of each year
(commencing September 1, 1992), until the Company's
obligation with respect to payment of said principal shall
have been discharged, all as provided, to the extent and in
the manner specified in the Indenture hereinafter mentioned
on the reverse hereof and in the supplemental indenture
pursuant to which this bond has been issued.
Under a Trust Indenture, dated as of March 24, 1992
(hereinafter called the "Monroe EDC Trust Indenture"),
between The Economic Development Corporation of the County
of Monroe, Michigan (hereinafter called "Monroe EDC"), and
NBD Bank, N.A., as trustee (hereinafter called the "Monroe
EDC Trust Indenture Trustee"), the Monroe EDC has issued
Limited Obligation Refunding Revenue Bonds (The Detroit
Edison Company Project), Collateralized Series 1992-AA
(hereinafter called the "Monroe EDC Revenue Bonds"). This
bond was originally issued to the Monroe EDC and
simultaneously irrevocably assigned to the Monroe EDC Trust
Indenture Trustee so as to secure the payment of the Monroe
EDC Revenue Bonds. Payments of principal of, or premium, if
any, or interest on, Monroe EDC Revenue Bonds shall
constitute like payments on this bond as further provided
herein and in the supplemental indenture pursuant to which
this bond has been issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until 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.
<PAGE> 13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY
has caused this instrument to be executed by its Chairman of
the Board and its Executive Vice President and Chief
Financial Officer, 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 with his
or her manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ...........................
Chairman of the Board
...........................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
<PAGE> 14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1992 Series AP, limited
to an aggregate principal amount of $66,000,000, 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
February 29, 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
February 29, 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 amount of the bonds then
outstanding, and, if the rights of one or more, but less
than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
amount of the series of bonds so to be affected (excluding
in every instance bonds disqualified from voting by reason
of the Company's interest therein as specified in the
Indenture); provided, however, that, without the consent of
the holder hereof, no such modification or alteration
shall, among other things, affect the terms of payment of
the principal of or the interest on this bond, which in
those respects is unconditional.
The holders of the bonds of 1992 Series AP, 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 4
of Part I of the Supplemental Indenture dated as of
February 29, 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 upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe EDC Trust Indenture Trustee
following the occurrence of an Event of Default under the
Monroe EDC Trust Indenture and the acceleration of the
principal of the Monroe EDC Revenue Bonds.
<PAGE> 15
13
Under the Indenture, funds may be deposited with the
Trustee (which shall have become available for payment), in
advance of the redemption date of any of the bonds of 1992
Series AP (or portions thereof), in trust for the
redemption of such bonds (or portions thereof) and the
interest due or to become due thereon, and thereupon all
obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and such interest shall
cease and be discharged, and the holders thereof shall
thereafter be restricted exclusively to such funds for any
and all claims of whatsoever nature on their part under the
Indenture or with respect to such bonds (or portions
thereof) and interest.
In case an event of default, as defined in the
Indenture, shall occur, the principal of all the
bonds issued thereunder may become or be declared due and
payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
Upon payment of the principal of, or premium, if any,
or interest on, the Monroe EDC Revenue Bonds, whether
at maturity or prior to maturity by redemption or otherwise
or upon provision for the payment thereof having been made
in accordance with Articles I or IV of the Monroe EDC Trust
Indenture, bonds of 1992 Series AP in a principal amount
equal to the principal amount of such Strategic Fund
Revenue Bonds and having both a corresponding maturity date
and interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in
the case of the payment of principal and premium, if any,
such bonds of said series shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as
may be required to effect a transfer to any successor
trustee under the Monroe EDC Trust Indenture, or, subject
to compliance with applicable law, as may be involved in
the course of the exercise of rights and remedies
consequent upon an Event of Default under the Monroe EDC
Trust Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly
authorized in writing, on the books of the Company kept at
its office or agency in the Borough of Manhattan, The City
and State of New York, upon surrender and cancellation of
this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate
principal amount will be issued to the transferee in
exchange therefor, and this bond with others in like form
may in like manner be exchanged for one or more new bonds
of the same series of other authorized denominations, but
of the same aggregate principal amount, all as provided and
upon the terms and conditions set forth in the Indenture,
and 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.
<PAGE> 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
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
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:
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
</TABLE>
<PAGE> 17
15
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series 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
</TABLE>
<PAGE> 18
16
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 19
17
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
</TABLE>
------------------------------------------
(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.
<PAGE> 20
18
Further, pursuant to the terms and provisions of the
Original Indenture, a Supplemental Indenture dated as of
January 15, 1992 providing for the terms of bonds to be
issued thereunder of 1992 Series BP 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 February 7, 1992
(Filing No. C564014), has been filed and recorded in the
Office of the Interstate Commerce Commission (Recordation
No. 5485-WWW) on February 5, 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:
<TABLE>
<CAPTION>
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
<S> <C> <C> <C>
Genesee........................ February 10, 1992 2713 324-347
Huron.......................... February 5, 1992 570 158-181
Ingham......................... Filed and awaiting recording information
Lapeer......................... Filed and awaiting recording information
Lenawee........................ February 7, 1992 1187 472-495
Livingston..................... February 6, 1992 1539 296-319
Macomb......................... February 5, 1992 5320 485-508
Mason.......................... February 13, 1992 413 419-442
Monroe......................... February 5, 1992 1204 131-154
Oakland........................ February 7, 1992 12345 513-536
Sanilac........................ February 6, 1992 425 96-119
St. Clair...................... February 10, 1992 1023 790-813
Tuscola........................ February 6, 1992 621 698-721
Washtenaw...................... February 7, 1992 2582 212-235
Wayne.......................... February 5, 1992 25560 135-158
</TABLE>
<PAGE> 21
19
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, W,
FOR PAYMENT. AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH,
IIP Nos. 1-6 and 8-15, JJP Nos. 1-6, KKP Nos. 1-6, LLP Nos.
1-15, NNP Nos. 1-21, OOP Nos. 1-10, QQP Nos. 1-16, TTP Nos.
1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980
Series DP Nos. 1-11, 1981 Series AP Nos. 1-12, 1985 Series
A, 1985 Series B, PP, RR, EE, MMP and MMP No. 2 which were
issued under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1,
1931, October 1, 1932, September 25, 1935, September 1,
1936, December 1, 1940, September 1, 1947, November 15,
1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15,
1955, August 15, 1957, December 15, 1970, 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, and September 1, 1979 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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
<PAGE> 22
20
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.
<TABLE>
<S> <C>
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/ SAMIR M. PANDIRI
------------------------
Samir M. Pandiri
Assistant Vice President
Attest:
/s/ JOHN J. MAZZUCA
-------------------------------
John J. Mazzuca
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC HAWNER
-------------------------------
Eric Hawner
/s/ SANDRA SHIRLEY
-------------------------------
Sandra Shirley
</TABLE>
<PAGE> 23
21
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 16th day of March, 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.
<TABLE>
<S> <C>
/s/ PEARL E. KOTTER
--------------------------------------
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
</TABLE>
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 12th day of March, 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
Samir M. Pandiri, 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 Assistant Secretary 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
Samir M. Pandiri acknowledged said instrument to be the free
act and deed of said corporation.
<TABLE>
<S> <C>
(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
</TABLE>
<PAGE> 24
22
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 16th day of
March, 1992
/s/ PEARL E. KOTTER
--------------------------------------
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
<PAGE> 1
EXHIBIT 4-188
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 April 15, 1992
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES KKP NO. 13, DUE SEPTEMBER 1,
2022
AND
(B) RECORDING AND FILING DATA
<PAGE> 2
i
TABLE OF CONTENTS*
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be Series KKP No. 13............................. 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-SIXTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 13
Sec. 1. Terms of Bonds of Series KKP No. 13................. 6
Sec. 2. Redemption of Bonds of Series KKP No. 13............ 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of Series KKP No. 13.................. 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Series 318(c) of Trust Indenture Act........ 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 22
</TABLE>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day
of April, 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 "Trus- tee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and
INDENTURE AND delivered its Mortgage and Deed of Trust (hereinafter
SUPPLEMENTALS. referred to as the "Original Indenture"), dated as of
October 1, 1924, to the Trustee, for the
security of all bonds of the Company outstanding
thereunder, and pursuant to the terms and provisions
of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February
1, 1931, June 1, 1931, October 1, 1932, September 25,
1935, September 1, 1936, November 1, 1936, February 1,
1940, December 1, 1940, September 1, 1947, March 1,
1950, November 15, 1951, January 15, 1953, May 1,
1953, March 15, 1954, May 15, 1955, August 15, 1957,
June 1, 1959, December 1, 1966, October 1, 1968,
December 1, 1969, July 1, 1970, December 15, 1970,
June 15, 1971, November 15, 1971, January 15, 1973,
May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976,
June 15, 1976, July 15, 1976, February 15, 1977, March
1, 1977, June 15, 1977, July 1, 1977, October 1, 1977,
June 1, 1978, October 15, 1978, March 15, 1979, July
1, 1979, September 1, 1979, September 15, 1979,
January 1, 1980, April 1, 1980, August 15, 1980,
August 1, 1981, November 1, 1981, June 30, 1982,
August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986,
August 15, 1986, November 30, 1986, January 31, 1987,
April 1, 1987, August 15, 1987, November 30, 1987,
June 15, 1989, July 15, 1989, December 1, 1989,
February 15, 1990, November 1, 1990, April 1, 1991,
May 1, 1991, May 15, 1991, September 1, 1991, November
1, 1991, January 15, 1992 and February 29, 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
BONDS UNDER be issuable in one or more series, and makes provision
INDENTURE. that the rates of interest and dates for the payment
thereof, the date of maturity or dates of maturity,
if of serial maturity, the terms and rates
of optional redemption (if redeemable), the forms of
registered bonds without coupons of any series and any
other provisions and agreements in respect thereof, in
the Indenture provided and permitted, as the Board of
Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to
the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Five
ISSUED. billion nine hundred eighty-seven million seven
hundred ninety-seven thousand dollars ($5,987,797,000)
have heretofore been issued under the Indenture as
follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
<PAGE> 4
2
(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,
(161-176) Bonds of Series QQP Nos. 1-16 -- Principal Amount $12,345,000,
(177-191) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(192) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(193-217) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(218-228) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(229-240) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(241) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(242) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(243) Bonds of Series PP -- Principal Amount $70,000,000,
(244) Bonds of Series RR -- Principal Amount $70,000,000,
(245) Bonds of Series EE -- Principal Amount $50,000,000,
(246-247) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
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;
(248) 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;
(249) 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;
(250) Bonds of Series T in the principal amount of Seventy-five million
dollars ($75,000,000), all of which are outstanding at the date hereof;
(251) Bonds of Series U in the principal amount of Seventy-five million
dollars ($75,000,000), all of which are outstanding at the date hereof;
(252) 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;
(253) 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;
(254) Bonds of Series Y in the principal amount of Sixty million
dollars ($60,000,000), all of which are outstanding at the date hereof;
(255) 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;
<PAGE> 5
3
(256-259) Bonds of Series KKP Nos. 9-12 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;
(260-262) Bonds of Series QQP Nos. 17-19 in the principal amount of One
million three hundred five thousand dollars ($1,305,000), all of which are
outstanding at the date hereof;
(263) 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;
(264) 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;
(265-268) Bonds of 1981 Series AP Nos. 13-16 in the principal amount of
One hundred million dollars ($100,000,000), all of which are outstanding at the
date hereof;
(269) 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;
(270) 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;
(271) 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;
(272) Bonds of 1986 Series B in the principal amount of One hundred
million dollars ($100,000,000), all of which are outstanding at the date
hereof;
(273) 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;
(274) 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;
(275) 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;
(276) 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;
(277) Bonds of 1987 Series D in the principal amount of Two hundred
fifty million dollars ($250,000,000), all of which are outstanding at the date
hereof;
(278) Bonds of 1987 Series E in the principal amount of One hundred
fifty million dollars ($150,000,000), all of which are outstanding at the date
hereof;
(279) 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;
(280) 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;
(281) 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;
(282) 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;
(283) 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
<PAGE> 6
4
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;
(284) 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;
(285) 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;
(286) 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;
(287) 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;
(288) 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;
(289) 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;
(290) 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;
(291) 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; and
(292) 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;
and, accordingly, of the bonds so issued, Four billion fifty million
two hundred eighty-nine thousand dollars ($4,050,289,000) principal amount are
outstanding at the date hereof; and
REASON FOR WHEREAS, the County of Monroe, Michigan has agreed to
CREATION OF issue and sell $33,800,000 principal amount of its
NEW SERIES. Pollution Control Revenue Bonds (The Detroit Edison
Company Monroe and Fermi Plants Project),
Collateralized Series I-1992 so as to provide funds
for the purchase and construction of certain
pollution control facilities installed in the Company's
Fermi 2 Plant; and
WHEREAS, the Company has entered into an
Installment Sales Contract, dated as of March 1, 1977
and amended as of September 1, 1979, October 15, 1985,
July 1, 1989, December 1, 1989, November 1, 1990 and
May 1, 1992 with the County of Monroe, in order to
purchase certain pollution control facilities, and
pursuant to such Installment Sales Contract the
Company has agreed to issue its General and Refunding
Mortgage Bonds under the Indenture in order further to
secure its obligations under such Installment Sales
Contract; and
WHEREAS, for such purposes the Company desires to
issue a new series of bonds to be issued under the
Indenture and to be authenticated and delivered
pursuant to Section 8 of Article III of the Indenture;
and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
SERIES KKP NO. 13. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds,
Series KKP No. 13"; and
<PAGE> 7
5
Further WHEREAS, the Original Indenture, by its terms,
Assurance. includes in the property subject to the lien thereof
all of the estates and properties, real,
personal and mixed, rights, privileges and franchises
of every nature and kind and wheresoever situate, then
or thereafter owned or possessed by or belonging to
the Company or to which it was then or at any time
thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien
thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver
such further instruments as may be necessary or proper
for the better assuring and confirming unto the
Trustee all or any part of the trust estate, whether
then or thereafter owned or acquired by the Company
(saving and excepting, however, property specifically
excepted or released from the lien thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers
OF SUPPLEMENTAL and authority conferred upon and reserved to it under
INDENTURE. and by virtue of the provisions of the Indenture, and
pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in
the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary
to make this Supplemental Indenture a valid and
legally binding instrument in accordance with its
terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all
respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the
INDENTURE. premises and of the covenants contained in the
Indenture and of the sum of One Dollar ($1.00) and
other good and valuable consideration to it
duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is
hereby acknowledged, hereby covenants and agrees to
and with the Trustee and its successors in the trusts
under the Original Indenture and in said indentures
supplemental thereto as follows:
PART I.
CREATION OF TWO HUNDRED NINETY-SIXTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
SERIES KKP NO. 13
CERTAIN TERMS SECTION 1. The Company hereby creates the Two
OF BONDS OF hundred Ninety-sixth series of bonds to be issued
SERIES KKP NO. 13. 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,
Series KKP No. 13" (elsewhere herein referred to as
the "bonds of Series KKP No. 13"). The aggregate
principal amount of bonds of Series KKP No. 13 shall
be limited to Thirty-three million eight hundred
thousand dollars ($33,800,000), except as provided in
Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements
of bonds.
<PAGE> 8
6
Each bond of Series KKP No. 13 is to be
irrevocably assigned to, and registered in the name
of, Manufacturers Bank, N.A., as trustee, or a
successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Monroe
Trust Indenture Trustee"), under the Trust Indenture,
dated as of March 1, 1977, as amended September 1,
1979, October 15, 1985, July 1, 1989, December 1,
1989, November 1, 1990 and May 1, 1992 (hereinafter
called the "Monroe Trust Indenture"), between the
County of Monroe, Michigan (hereinafter called
"Monroe"), and the Monroe Trust Indenture Trustee, to
secure payment of the County of Monroe, Michigan,
Pollution Control Revenue Bonds (The Detroit Edison
Company Monroe and Fermi Plants Project),
Collateralized Series I-1992 (hereinafter called the
"Monroe Revenue Bonds"), issued by Monroe under the
Monroe Trust Indenture, the proceeds of which (other
than any accrued interest thereon) have been provided
for the acquisition and construction of certain
pollution control facilities which the Company has
agreed to purchase pursuant to the provisions of the
Installment Sales Contract, dated as of March 1, 1977,
as amended as of September 1, 1979, as of October 15,
1985, as of July 1, 1989, as of December 1, 1989, as
of November 1, 1990 and as of May 1, 1992 (hereinafter
called the "Monroe Contract"), between the Company and
Monroe.
The bonds of Series KKP No. 13 shall be issued
as registered bonds without coupons in denominations
of a multiple of $5,000. The bonds of Series KKP No.
13 shall be issued in the aggregate principal amount
of $33,800,000, shall mature on September 1, 2022 and
shall bear interest, payable semi-annually on March 1
and September 1 of each year (commencing September 1,
1992), at the rate of 6 7/8%, until the principal
thereof shall have become due and payable and
thereafter until the Company's obligation with respect
to the payment of said principal shall have been
discharged as provided in the Indenture.
The bonds of Series KKP No. 13 shall be payable
as to principal, premium, if any, and interest as
provided in the Indenture, but only to the extent and
in the manner herein provided. The bonds of Series KKP
No. 13 shall be payable, both as to principal and
interest, at the office or agency of the Company in
the Borough of Manhattan, The City and State of New
York, in any coin or currency of the United States of
America which at the time of payment is legal tender
for public and private debts.
Except as provided herein, each bond of Series
KKP No. 13 shall be dated the date of its
authentication and interest shall be payable on the
principal represented thereby from the March 1 or
September 1 next preceding the date thereof to which
interest has been paid on bonds of Series KKP No. 13,
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 September 1,
1992, in which case interest shall be payable from May
1, 1992.
The bonds of Series KKP No. 13 in definitive
form shall be, at the election of the Company, fully
engraved or shall be lithographed or printed in
authorized denomina- tions as aforesaid and numbered 1
and upwards (with such further designation as may be
appropriate and desirable to indicate by such
designation the form, series and denominations of
bonds of Series KKP No. 13). Until bonds of Series KKP
No. 13 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 Series KKP No. 13 in temporary form,
as provided in Section 10 of Article II of the
Indenture. Temporary bonds of Series KKP No. 13, if
any, may be printed and may be issued in authorized
denominations in substantially the form of definitive
bonds of Series KKP No. 13, but with such omissions,
insertions and variations as may be appropriate for
temporary bonds, all as may be determined by the
Company.
<PAGE> 9
7
Bonds of Series KKP No. 13 shall not be assignable or
transferable except as may be required to effect a
transfer to any successor trustee under
the Monroe Trust Indenture, or, subject to compliance
with applicable law, as may be involved in the course
of the exercise of rights and remedies consequent upon
an Event of Default under the Monroe Trust Indenture.
Any such transfer shall be made upon surrender thereof
for cancella- tion at the office or agency of the
Company in the Borough of Manhattan, The City and
State of New York, together with a written instrument
of transfer (if so required by the Company or by the
Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney.
Bonds of Series KKP No. 13 shall in the same manner be
exchangeable for a like aggregate principal amount of
bonds of Series KKP No. 13 upon the terms and
conditions specified herein and in Section 7 of
Article II of the Indenture. The Company waives its
rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of Series
KKP No. 13, during any period of ten days next
preceding any redemption date for such bonds.
Bonds of Series KKP No. 13, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or as may be
specified in the Monroe Contract.
Upon payment of the principal or premium, if
any, or interest on the Monroe Revenue Bonds, whether
at maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment thereof
having been made in accordance with Article IX of the
Monroe Trust Indenture, bonds of Series KKP No. 13 in
a principal amount equal to the principal amount of
such Monroe Revenue Bonds, shall, to the extent of
such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company
thereunder to make such payment shall forthwith cease
and be discharged, and, in the case of the payment of
principal and premium, if any, such bonds shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of Series KKP No. 13 shall be
OF BONDS OF redeemed on the respective dates and in the
SERIES KKP NO. 13. respective principal amounts which correspond to the
redemption dates for, and the principal amounts
to be redeemed of, the Monroe Revenue Bonds. In the
event the Company elects to redeem any Monroe Revenue
Bonds prior to maturity in accordance with the
provisions of the Monroe Trust Indenture, the Company
shall on the same date redeem bonds of Series KKP No.
13 in principal amounts and at redemption prices
corresponding to the Monroe Revenue Bonds so redeemed.
The Company agrees to give the Trustee notice of any
such redemption of bonds of Series KKP No. 13 on the
same date as it gives notice of redemption of Monroe
Revenue Bonds to the Monroe Trust Indenture Trustee.
<PAGE> 10
8
REDEMPTION SECTION 3. In the event of an Event of Default
OF BONDS OF SERIES KKP under the Monroe Trust Indenture and the acceleration
NO. 13 IN EVENT OF of all Monroe Revenue Bonds, the bonds of Series KKP
ACCELERATION No. 13 shall be redeemable in whole upon receipt by
OF MONROE the Trustee of a written demand (hereinafter called
REVENUE BONDS. a "Redemption Demand") from the Monroe Trust
Indenture Trustee stating that there has occurred
under the Monroe Trust Indenture both an
Event of Default and a declaration of acceleration of
payment of principal, accrued interest and premium, if
any, on the Monroe Revenue Bonds, specifying the last
date to which interest on the Monroe Revenue Bonds has
been paid (such date being hereinafter referred to as
the "Initial Interest Accrual Date") and demanding
redemption of the bonds of said series. The Trustee
shall, within five days after receiving such
Redemption Demand, mail a copy thereof to the Company
marked to indicate the date of its receipt by the
Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a
date on which it will redeem the bonds of said series
so demanded to be redeemed (hereinafter called the
"Demand Redemption Date"). Notice of the date fixed as
the Demand Redemption Date shall be mailed by the
Company to the Trustee at least ten days prior to such
Demand Redemption Date. The date to be fixed by the
Company as and for the Demand Redemption Date may be
any date up to and including the earlier of (x) the
60th day after receipt by the Trustee of the
Redemption Demand or (y) the maturity date of such
bonds first occurring following the 20th day after the
receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption Date
on or before the 10th day preceding the earlier of
such dates, the Demand Redemption Date shall be deemed
to be the earlier of such dates. The Trustee shall
mail notice of the Demand Redemption Date (such notice
being hereinafter called the "Demand Redemption
Notice") to the Monroe Trust Indenture Trustee not
more than ten nor less than five days prior to the
Demand Redemption Date.
Each bond of Series KKP No. 13 shall be
redeemed by the Company on the Demand Redemption Date
therefore upon surrender thereof by the Monroe Trust
Indenture Trustee to the Trustee at a redemption price
equal to the principal amount thereof plus accrued
interest thereon at the rate specified for such bond
from the Initial Interest Accrual Date to the Demand
Redemption Date plus an amount equal to the aggregate
premium, if any, due and payable on such Demand
Redemption Date on all Monroe Revenue Bonds; provided,
however, that in the event of a receipt by the Trustee
of a notice that, pursuant to Section 1010 of the
Monroe Trust Indenture, the Monroe Trust Indenture
Trustee has terminated proceedings to enforce any
right under the Monroe Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the
Monroe Trust Indenture Trustee, and no Demand
Redemption Notice shall be given, or, if already
given, shall be automatically annulled; but no such
rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent
thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to
take any action pursuant to a Redemption Demand and
such Redemption Demand shall be of no force or effect,
unless it is executed in the name of the Monroe Trust
Indenture Trustee by its President or one of its Vice
Presidents.
CONSENT. SECTION 4. The holders of the bonds of Series KKP
No. 13, 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 4, or in
writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any
combination thereof.
<PAGE> 11
9
FORM OF BONDS SECTION 5. The bonds of Series KKP No. 13 and the
OF SERIES KKP NO. 13. form of Trustee's Certificate to be endorsed
on such bonds shall be substantially in the following
forms, respectively:
<PAGE> 12
10
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
SERIES KKP NO. 13, 6 7/8% DUE SEPTEMBER 1, 2022
Notwithstanding any provisions hereof or in the
Indenture, this bond is not assignable or transferable
except as may be required to effect a transfer to any
successor trustee under the Trust Indenture, dated as
of March 1, 1977 and amended as of September 1, 1979,
October 15, 1985, July 1, 1989, December 1, 1989,
November 1, 1990 and May 1, 1992 between the County of
Monroe, Michigan and Manufacturers Bank, N.A., as
trustee, or, subject to compliance with applicable
law, as may be involved in the course of the exercise
of rights and remedies consequent upon an Event of
Default under said Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called
the "Company"), a corporation of the State of
Michigan, for value received, hereby promises to pay
to Manufacturers Bank, N.A., as trustee, or registered
assigns, at the Company's office or agency in the
Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date
specified in the title hereof and interest thereon at
the rate specified in the title hereof, in like lawful
money, from May 1, 1992, and after the first payment
of interest on bonds of this Series has been made or
otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided
for, semi-annually on March 1 and September 1 of each
year (commencing September 1, 1992), until the
Company's obligation with respect to payment of said
principal shall have been discharged, all as provided,
to the extent and in the manner specified in the
Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which
this bond has been issued.
Under a Trust Indenture, dated as of March 1,
1977 and amended as of September 1, 1979, October 15,
1985, July 1, 1989, December 1, 1989, November 1, 1990
and May 1, 1992 (hereinafter called the "Monroe
Trustee Indenture"), between the County of Monroe,
Michigan (hereinafter called "Monroe"), and
Manufacturers Bank, N.A., as trustee (hereinafter
called the "Monroe Trust Indenture Trustee"), Monroe
has issued Pollution Control Revenue Bonds (The
Detroit Edison Company Monroe and Fermi Plants
Project), Collateralized Series I-1992 (hereinafter
called the "Monroe Revenue Bonds"). This bond was
originally issued to Monroe and simultaneously
irrevocably assigned to the Monroe Trust Indenture
Trustee so as to secure the payment of the Monroe
Revenue Bonds. Payments of principal of, or premium,
if any, or interest on, the Monroe Revenue Bonds shall
constitute like payments on this bond as further
provided herein and in the supplemental indenture
pursuant to which this bond has been issued.
Reference is hereby made to such further
provisions of this bond set forth on the reverse
hereof and such further provisions shall for all
purposes have the same effect as though set forth at
this place.
This bond shall not be valid or become
obligatory for any purpose until 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.
<PAGE> 13
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed by its Chairman of the Board and its Executive Vice
President and Chief Financial Officer, 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 with his or her manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
<PAGE> 14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as Series KKP No. 13, limited
to an aggregate principal amount of $33,800,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other bonds of said series are issued and
to be issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization, improvement or
analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI of
said Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to Bankers Trust Company,
a corporation of the State of New York, as Trustee, to which
Indenture and all indentures supplemental thereto (including
the Supplemental Indenture dated as of April 15, 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 April 15, 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 amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed
to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds
so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest
therein as specified in the Indenture); provided, however,
that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect
the terms of payment of the principal of or the interest on
this bond, which in those respects is unconditional.
The holders of the bonds of Series KKP No. 13, 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 4 of Part I
of the Supplemental Indenture dated as of April 15, 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 upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Monroe Trust Indenture Trustee following
the occurrence of an Event of Default under the Monroe Trust
Indenture and the acceleration of the principal of the
Monroe Revenue Bonds.
<PAGE> 15
13
Under the Indenture, funds may be deposited with the Trustee (which
shall have become available for payment), in advance of the redemption date of
any of the bonds of Series KKP No. 13 (or portions thereof), in trust for the
redemption of such bonds (or portions thereof) and the interest due or to
become due thereon, and thereupon all obligations of the Company in respect of
such bonds (or portions thereof) so to be redeemed and such interest shall
cease and be discharged, and the holders thereof shall thereafter be restricted
exclusively to such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or portions thereof)
and interest.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the bonds issued thereunder may become or be declared due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
Upon payment of the principal of, or premium, if any, or interest on,
the Monroe Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having been
made in accordance with Article IX of the Monroe Trust Indenture, bonds of
Series KKP No. 13 in a principal amount equal to the principal amount of such
Monroe Revenue Bonds and having both a corresponding maturity date and interest
rate shall, to the extent of such payment of principal, premium or interest, be
deemed fully paid and the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in the case of the
payment of principal and premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for appropriate notation to the
Trustee.
This bond is not assignable or transferable except as may be required
to effect a transfer to any successor trustee under the Monroe Trust Indenture,
or, subject to compliance with applicable law, as may be involved in the course
of the exercise of rights and remedies consequent upon an Event of Default
under the Monroe Trust Indenture. Any such transfer shall be made by the
registered holder hereof, in person or by his attorney duly authorized in
writing, on the books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon surrender and
cancellation of this bond, and thereupon, a new registered bond of the same
series of authorized denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and this bond with others in
like form may in like manner be exchanged for one or more new bonds of the same
series of other authorized denominations, but of the same aggregate principal
amount, all as provided and upon the terms and conditions set forth in the
Indenture, and 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.
<PAGE> 16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
TRUSTEE'S This bond is one of the bonds, of the series
CERTIFICATE. designated therein, described in the within-mentioned
Indenture.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF ORIGINAL supplemental thereto have been recorded and/or filed
INDENTURE. and Certificates of Provision for Payment have been
recorded as hereinafter set forth.
The Original Indenture has been recorded as a
real estate mortgage and filed as a chattel mortgage
in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan as
set forth in the Supplemental Indenture dated as of
September 1, 1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds of
Genesee County, Michigan as set forth in the
Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce
Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental
SUPPLEMENTAL thereto heretofore entered into have been recorded as
INDENTURES. a real estate mortgage and/or filed as a chattel
mortgage or as a financing statement in the offices
of the respective Registers of Deeds of certain
counties in the State of Michigan, the Office of the
Secretary of State of Michigan and the Office of the
Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
</TABLE>
<PAGE> 17
15
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series 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
</TABLE>
<PAGE> 18
16
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 19
17
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
</TABLE>
------------------------------------------
(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.
<PAGE> 20
18
Further, pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of February 29, 1992 providing for
the terms of bonds to be issued thereunder of 1992 Series AP 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 March
19, 1992 (Filing No. 18848B), has been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No. 5485-XXX) on March 19, 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:
<TABLE>
<CAPTION>
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
<S> <C> <C> <C>
Genesee........................ March 24, 1992 2727 971-994
Huron.......................... March 19, 1992 572 791-814
Ingham......................... March 19, 1992 1943 1189-1212
Lapeer......................... March 19, 1992 747 319-342
Lenawee........................ March 19, 1992 1192 938-961
Livingston..................... March 19, 1992 1551 0267-0290
Macomb......................... March 20, 1992 5367 892-914
Mason.......................... March 19, 1992 414 737-760
Monroe......................... March 23, 1992 1213 0737-0760
Oakland........................ March 19, 1992 12444 406-429
Sanilac........................ March 19, 1992 426 547-570
St. Clair...................... March 19, 1992 1029 587-610
Tuscola........................ March 19, 1992 623 188-211
Washtenaw...................... March 20, 1992 2598 841-864
Wayne.......................... March 19, 1992 25641 016-039
</TABLE>
The Supplemental Indenture dated as of January 15, 1992 providing for
the terms of bonds of 1992 Series BP was filed in the County of Ingham,
Michigan on February 11, 1992 and recorded at Liber 1934, pages 341-364 and was
also filed in the County of Lapeer, Michigan on February 6, 1992 and recorded
at Liber 743, pages 11-34.
<PAGE> 21
19
<TABLE>
<S> <C>
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, W,
FOR PAYMENT. 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. 1-16, TTP Nos. 1-15,
UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP
Nos. 1-11, 1981 Series AP Nos. 1-12, 1985 Series A, 1985
Series B, PP, RR, EE, MMP and MMP No. 2 which were issued
under Supplemental Indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931, October 1,
1932, September 25, 1935, September 1, 1936, December 1,
1940, September 1, 1947, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15,
1957, December 15, 1970, 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, and September 1, 1979
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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
</TABLE>
<PAGE> 22
20
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/ ELAINE M. GODFREY
---------------------------
Elaine M. Godfrey
Assistant 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/ CAROLE KEPPLER
------------------------------------------------
Carole Keppler
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC HAWNER
------------------------------------------------
Eric Hawner
/s/ SHIKHA DOMBEK
------------------------------------------------
Shikha Dombek
<PAGE> 23
21
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
ACKNOWLEDGMENT On this 12th day of May, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY COMPANY. of 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
COUNTY OF NEW YORK SS.:
ACKNOWLEDGMENT On this 8th day of May, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY TRUSTEE. of 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
<PAGE> 24
22
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
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 12th day of
May, 1992
/s/ PEARL E. KOTTER
------------------------------------------------
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
<PAGE> 1
EXHIBIT 4-189
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 July 15, 1992
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1992 SERIES CP, DUE AUGUST 1, 2024
AND
(B) RECORDING AND FILING DATA
<PAGE> 2
i
TABLE OF CONTENTS*
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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 CP................................ 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-SEVENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES CP
Sec. 1. Terms of Bonds of 1992 Series CP.................... 5
Sec. 2. Redemption of Bonds of 1992 Series CP............... 7
Sec. 3. Redemption in Event of Acceleration................. 8
Sec. 4. Consent............................................. 9
Sec. 5. Form of Bonds of 1992 Series CP..................... 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Series 318(c) of Trust Indenture Act........ 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 22
</TABLE>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
July, 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 "Trus-
tee"), 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 and April 15, 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
ISSUED. twenty-one million five hundred ninety-seven thousand
dollars ($6,021,597,000) have heretofore been issued under
the Indenture as follows, viz:
<TABLE>
<S> <C>
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
</TABLE>
<PAGE> 4
2
<TABLE>
<S> <C>
(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,
(161-176) 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,
(230-241) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(242) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(243) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(244) Bonds of Series PP -- Principal Amount $70,000,000,
(245) Bonds of Series RR -- Principal Amount $70,000,000,
(246) Bonds of Series EE -- Principal Amount $50,000,000,
(247-248) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
</TABLE>
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;
(249) 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;
(250) 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;
(251) Bonds of Series T in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(252) Bonds of Series U in the principal amount of
Seventy-five million dollars ($75,000,000), all of
which are outstanding at the date hereof;
(253) 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;
(254) 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;
(255) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding
at the date hereof;
(256) 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;
<PAGE> 5
3
(257-261) 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;
(262-263) 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;
(264) 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;
(265) 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;
(266-269) Bonds of 1981 Series AP Nos. 13-16 in the
principal amount of One hundred million dollars
($100,000,000), all of which are outstanding at the date
hereof;
(270) 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;
(271) 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;
(272) 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;
(273) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which
are outstanding at the date hereof;
(279) Bonds of 1987 Series E in the principal amount of One
hundred fifty million dollars ($150,000,000), 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 hereto-
<PAGE> 6
4
fore 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;
(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; and
(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;
and, accordingly, of the bonds so issued, Four billion
eighty-three million six hundred fifty-four thousand
dollars ($4,083,654,000) principal amount are outstanding
at the date hereof; and
REASON FOR WHEREAS, The Economic Development Corporation of the
CREATION OF County of St. Clair, State of Michigan has agreed to issue
NEW SERIES. and sell $35,000,000 principal amount of its Pollution
Control Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992DD so as to provide
funds for the refunding of certain pollution control revenue
bonds previously issued to finance pollution control
projects of the Company; and
WHEREAS, the Company has entered into Loan Agreement,
dated as of July 15, 1992 with The Economic Development
Corporation of the County of St Clair, State of Michigan in
order to refund certain pollution control revenue bonds, and
pursuant to such Loan Agreement the Company has agreed to
issue its General and Refunding Mortgage Bonds under the
Indenture in order further to secure its obligations under
such Loan Agreement; and
WHEREAS, for such purposes the Company desires to issue a
new series of bonds to be issued under the Indenture and to
be authenticated and delivered pursuant to Section 8 of
Article III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental
1992 SERIES CP. Indenture to create such new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 1992
Series CP"; and
<PAGE> 7
5
FURTHER WHEREAS, the Original Indenture, by its terms, includes
ASSURANCE. in the property subject to the lien thereof all of the
estates and properties, real, personal and mixed, rights,
privileges and franchises of every nature and kind and
wheresoever situate, then or thereafter owned or possessed
by or belonging to the Company or to which it was then or
at any time thereafter might be entitled in law or in
equity (saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION WHEREAS, the Company in the exercise of the powers and
OF SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have been
done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
CONSIDERATION NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
FOR SUPPLEMENTAL Detroit Edison Company, in consideration of the premises
INDENTURE. and of the covenants contained in the Indenture and of the
sum of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, hereby covenants
and agrees to and with the Trustee and its successors in
the trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
PART I.
CREATION OF TWO HUNDRED NINETY-SEVENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1992 SERIES CP
CERTAIN TERMS SECTION 1. The Company hereby creates the Two hundred
OF BONDS OF Ninety-seventh series of bonds to be issued under and
1992 SERIES CP. 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 CP" (elsewhere herein referred to as the
"bonds of 1992 Series CP"). The aggregate principal
amount of bonds of 1992 Series CP shall be limited to
Thirty-five million dollars ($35,000,000), except as
provided in Sections 7 and 13 of Article II of the Original
Indenture with respect to exchanges and replacements of
bonds.
<PAGE> 8
6
Each bond of 1992 Series CP is to be irrevocably assigned
to, and registered in the name of, Manufacturers Bank,
N.A., as trustee, or a successor trustee (said trustee or
any successor trustee being hereinafter referred to as the
"St. Clair EDC Trust Indenture Trustee"), under the Trust
Indenture, dated as of July 15, 1992 (hereinafter called
the "St. Clair EDC Trust Indenture"), between The Economic
Development Corporation of the County of St. Clair, State
of Michigan (hereinafter called "St. Clair EDC"), and the
St. Clair EDC Trust Indenture Trustee, to secure payment of
The Economic Development Corporation of the County of St.
Clair, State of Michigan, Pollution Control Refunding
Revenue Bonds (The Detroit Edison Company Project),
Collateralized Series 1992DD (hereinafter called the "St.
Clair EDC Revenue Bonds"), issued by the St. Clair EDC
under the St. Clair EDC Trust Indenture, the proceeds of
which have been provided for the refunding of certain
pollution control revenue bonds which the Company has
agreed to refund pursuant to the provisions of the Loan
Agreement, dated as of July 15, 1992 (hereinafter called
the "St. Clair EDC Agreement"), between the Company and the
St. Clair EDC.
The bonds of 1992 Series CP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 1992 Series CP shall be issued in the
aggregate principal amount of $35,000,000, shall mature on
August 1, 2024 and shall bear interest, payable
semi-annually on February 1 and August 1 of each year
(commencing February 1, 1993), at the rate of 6.05%, until
the principal thereof shall have become due and payable and
thereafter until the Company's obligation with respect to
the payment of said principal shall have been discharged as
provided in the Indenture.
The bonds of 1992 Series CP shall be payable as to
principal, premium, if any, and interest as provided in
the Indenture, but only to the extent and in the manner
herein provided. The bonds of 1992 Series CP shall be
payable, both as to principal and interest, at the office
or agency of the Company in the Borough of Manhattan, The
City and State of New York, in any coin or currency of the
United States of America which at the time of payment is
legal tender for public and private debts.
Except as provided herein, each bond of 1992 Series CP
shall be dated the date of its authentication and
interest shall be payable on the principal represented
thereby from the February 1 or August 1 next preceding the
date thereof to which interest has been paid on bonds of
1992 Series CP, 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 February 1, 1993, in
which case interest shall be payable from July 15, 1992.
The bonds of 1992 Series CP in definitive form shall be,
at the election of the Company, fully engraved or shall
be lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 1992 Series CP). Until bonds of 1992 Series CP 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 CP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1992 Series
CP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1992 Series CP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all
as may be determined by the Company.
<PAGE> 9
7
Bonds of 1992 Series CP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor trustee under the St. Clair EDC Trust
Indenture, or, subject to compliance with applicable law,
as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default
under the St. Clair EDC Trust Indenture. Any such transfer
shall be made upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of
Manhattan, The City and State of New York, together with a
written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company
duly executed by the holder or by its duly authorized
attorney. Bonds of 1992 Series CP shall in the same manner
be exchangeable for a like aggregate principal amount of
bonds of 1992 Series CP upon the terms and conditions
specified herein and in Section 7 of Article II of the
Indenture. The Company waives its rights under Section 7 of
Article II of the Indenture not to make exchanges or
transfers of bonds of 1992 Series CP, during any period of
ten days next preceding any redemption date for such bonds.
Bonds of 1992 Series CP, in definitive and temporary
form, may bear such legends as may be necessary to
comply with any law or with any rules or regulations made
pursuant thereto or as may be specified in the St. Clair
EDC Agreement.
Upon payment of the principal or premium, if any, or
interest on the St. Clair EDC Revenue Bonds, whether
at maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment thereof having
been made in accordance with Article IV of the St. Clair
EDC Trust Indenture, bonds of 1992 Series CP in a principal
amount equal to the principal amount of such St. Clair EDC
Revenue Bonds, shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in
the case of the payment of principal and premium, if any,
such bonds shall be surrendered for cancellation or
presented for appropriate notation to the Trustee.
REDEMPTION SECTION 2. Bonds of 1992 Series CP shall be redeemed on
OF BONDS OF the respective dates and in the respective principal
1992 SERIES CP. amounts which correspond to the redemption dates for, and
the principal amounts to be redeemed of, the St. Clair EDC
Revenue Bonds. In the event the Company elects to
redeem any St. Clair EDC Revenue Bonds prior to maturity in
accordance with the provisions of the St. Clair EDC Trust
Indenture, the Company shall on the same date redeem bonds
of 1992 Series CP in principal amounts and at redemption
prices corresponding to the St. Clair EDC Revenue Bonds so
redeemed. The Company agrees to give the Trustee notice of
any such redemption of bonds of 1992 Series CP on the same
date as it gives notice of redemption of St. Clair EDC
Revenue Bonds to the St. Clair EDC Trust Indenture Trustee.
<PAGE> 10
8
REDEMPTION SECTION 3. In the event of an Event of Default under the
OF BONDS OF 1992 St. Clair EDC Trust Indenture and the acceleration of all
SERIES CP IN EVENT St. Clair EDC Revenue Bonds, the bonds of 1992 Series CP
OF ACCELERATION shall be redeemable in whole upon receipt by the Trustee
OF ST. CLAIR EDC of a written demand (hereinafter called a "Redemption
REVENUE BONDS. Demand") from the St. Clair EDC Trust Indenture Trustee
stating that there has occurred under the St. Clair EDC
Trust Indenture both an Event of Default and a
declaration of acceleration of payment of principal,
accrued interest and premium, if any, on the St. Clair EDC
Revenue Bonds, specifying the last date to which interest
on the St. Clair EDC Revenue Bonds has been paid (such date
being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of
said series. The Trustee shall, within five days after
receiving such Redemption Demand, mail a copy thereof to
the Company marked to indicate the date of its receipt by
the Trustee. Promptly upon receipt by the Company of such
copy of a Redemption Demand, the Company shall fix a date
on which it will redeem the bonds of said series so
demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as the Demand
Redemption Date shall be mailed by the Company to the
Trustee at least ten days prior to such Demand Redemption
Date. The date to be fixed by the Company as and for the
Demand Redemption Date may be any date up to and including
the earlier of (x) the 60th day after receipt by the
Trustee of the Redemption Demand or (y) the maturity date
of such bonds first occurring following the 20th day after
the receipt by the Trustee of the Redemption Demand;
provided, however, that if the Trustee shall not have
received such notice fixing the Demand Redemption Date on
or before the 10th day preceding the earlier of such dates,
the Demand Redemption Date shall be deemed to be the
earlier of such dates. The Trustee shall mail notice of the
Demand Redemption Date (such notice being hereinafter
called the "Demand Redemption Notice") to the St. Clair EDC
Trust Indenture Trustee not more than ten nor less than
five days prior to the Demand Redemption Date.
Each bond of 1992 Series CP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the St. Clair EDC Trust Indenture
Trustee to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest thereon at
the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount
equal to the aggregate premium, if any, due and payable on
such Demand Redemption Date on all St. Clair EDC Revenue
Bonds; provided, however, that in the event of a receipt by
the Trustee of a notice that, pursuant to Section 604 of
the St. Clair EDC Trust Indenture, the St. Clair EDC Trust
Indenture Trustee has terminated proceedings to enforce any
right under the St. Clair EDC Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the St.
Clair EDC Trust Indenture Trustee, and no Demand Redemption
Notice shall be given, or, if already given, shall be
automatically annulled; but no such rescission or annulment
shall extend to or affect any subsequent default or impair
any right consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to take
any action pursuant to a Redemption Demand and such
Redemption Demand shall be of no force or effect, unless it
is executed in the name of the St. Clair EDC Trust
Indenture Trustee by its President or one of its Vice
Presidents.
<PAGE> 11
9
CONSENT. SECTION 4. The holders of the bonds of 1992
Series CP, 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 4, or in
writing, or by affirmative vote cast at a meeting
called pursuant to said Article XV, or by any
combination thereof.
FORM OF BONDS SECTION 5. The bonds of 1992 Series CP and the
OF 1992 SERIES CP. form of Trustee's Certificate to be endorsed on such
bonds shall be substantially in the following forms,
respectively:
<PAGE> 12
10
<TABLE>
<S> <C>
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1992 SERIES CP, 6.05% DUE AUGUST 1, 2024
Notwithstanding any provisions hereof or in the Indenture,
this bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Trust Indenture, dated as of July 15, 1992 between The
Economic Development Corporation of the County of St. Clair,
State of Michigan and Manufacturers Bank, N.A., as trustee,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said
Trust Indenture.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Manufacturers
Bank, N.A., as trustee, or registered assigns, at the
Company's office or agency in the Borough of Manhattan, The
City and State of New York, the principal sum of
dollars ($ ) in lawful money of the United States
of America on the date specified in the title hereof and
interest thereon at the rate specified in the title hereof,
in like lawful money, from July 15, 1992, and after the
first payment of interest on bonds of this Series has been
made or otherwise provided for, from the most recent date to
which interest has been paid or otherwise provided for,
semi-annually on February 1 and August 1 of each year
(commencing February 1, 1993), until the Company's
obligation with respect to payment of said principal shall
have been discharged, all as provided, to the extent and in
the manner specified in the Indenture hereinafter mentioned
on the reverse hereof and in the supplemental indenture
pursuant to which this bond has been issued.
Under a Trust Indenture, dated as of July 15, 1992
(hereinafter called the "St. Clair EDC Trust Indenture"),
between The Economic Development Corporation of the County
of St. Clair, State of Michigan (hereinafter called "St.
Clair EDC"), and Manufacturers Bank, N.A., as trustee
(hereinafter called the "St. Clair EDC Trust Indenture
Trustee"), the St. Clair EDC has issued its Pollution
Control Refunding Revenue Bonds (The Detroit Edison Company
Project), Collateralized Series 1992DD (hereinafter called
the "St. Clair EDC Revenue Bonds"). This bond was originally
issued to the St. Clair EDC and simultaneously irrevocably
assigned to the St. Clair EDC Trust Indenture Trustee so as
to secure the payment of the St. Clair EDC Revenue Bonds.
Payments of principal of, or premium, if any, or interest
on, the St. Clair EDC Revenue Bonds shall constitute like
payments on this bond as further provided herein and in the
supplemental indenture pursuant to which this bond has been
issued.
Reference is hereby made to such further provisions of
this bond set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as
though set forth at this place.
This bond shall not be valid or become obligatory for any
purpose until 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.
</TABLE>
<PAGE> 13
11
<TABLE>
<S> <C>
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Chairman of the Board
and its Executive Vice President and Chief Financial
Officer, 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 with his or her manual
or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By ............................
Chairman of the Board
............................
Executive Vice President
Attest: and Chief Financial Officer
............................
Secretary
</TABLE>
<PAGE> 14
12
<TABLE>
<CAPTION>
<S> <C>
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures
supplemental thereto, and is one of a series of General and
Refunding Mortgage Bonds known as 1992 Series CP, limited to
an aggregate principal amount of $35,000,000, 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 July 15, 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 July 15, 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 amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed
to be taken, then also by affirmative vote of at least
eighty-five percent (85%) in amount of the series of bonds
so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest
therein as specified in the Indenture); provided, however,
that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect
the terms of payment of the principal of or the interest on
this bond, which in those respects is unconditional.
The holders of the bonds of 1992 Series CP, 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 4 of Part I
of the Supplemental Indenture dated as of July 15, 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 upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the St. Clair EDC Trust Indenture Trustee
following the occurrence of an Event of Default under the
St. Clair EDC Trust Indenture and the acceleration of the
principal of the St. Clair EDC Revenue Bonds.
</TABLE>
<PAGE> 15
13
Under the Indenture, funds may be deposited
with the Trustee (which shall have become available
for payment), in advance of the redemption date of any
of the bonds of 1992 Series CP (or portions thereof),
in trust for the redemption of such bonds (or portions
thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company
in respect of such bonds (or portions thereof) so to
be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter
be restricted exclusively to such funds for any and
all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or
portions thereof) and interest.
In case an event of default, as defined in the
Indenture, shall occur, the principal of all the bonds
issued thereunder may become or be declared due and
payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
Upon payment of the principal of, or premium,
if any, or interest on, the St. Clair EDC Revenue
Bonds, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the
payment thereof having been made in accordance with
Article IV of the St. Clair EDC Trust Indenture, bonds
of 1992 Series CP in a principal amount equal to the
principal amount of such St. Clair EDC Revenue Bonds
and having both a corresponding maturity date and
interest rate shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid
and the obligation of the Company thereunder to make
such payment shall forthwith cease and be discharged,
and, in the case of the payment of principal and
premium, if any, such bonds of said series shall be
surrendered for cancellation or presented for
appropriate notation to the Trustee.
This bond is not assignable or transferable
except as may be required to effect a transfer to any
successor trustee under the St. Clair EDC Trust
Indenture, or, subject to compliance with applicable
law, as may be involved in the course of the exercise
of rights and remedies consequent upon an Event of
Default under the St. Clair EDC Trust Indenture. Any
such transfer shall be made by the registered holder
hereof, in person or by his attorney duly authorized
in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The City
and State of New York, upon surrender and cancellation
of this bond, and thereupon, a new registered bond of
the same series of authorized denominations for a like
aggregate principal amount will be issued to the
transferee in exchange therefor, and this bond with
others in like form may in like manner be exchanged
for one or more new bonds of the same series of other
authorized denominations, but of the same aggregate
principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and 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.
<PAGE> 16
14
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series
TRUSTEE'S designated therein, described in the within-mentioned
CERTIFICATE. Indenture.
BANKERS TRUST COMPANY,
as Trustee
By ...........................
Authorized Officer
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF ORIGINAL supplemental thereto have been recorded and/or filed
INDENTURE. and Certificates of Provision for Payment have been
recorded as hereinafter set forth.
The Original Indenture has been recorded as a
real estate mortgage and filed as a chattel mortgage
in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan as set forth
in the Supplemental Indenture dated as of September 1,
1947, has been recorded as a real estate mortgage in
the office of the Register of Deeds of Genesee County,
Michigan as set forth in the Supplemental Indenture
dated as of May 1, 1974, has been filed in the Office
of the Secretary of State of Michigan on November 16,
1951 and has been filed and recorded in the office of
the Interstate Commerce Commission on December 8,
1969.
RECORDING AND Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental thereto
SUPPLEMENTAL heretofore entered into have been recorded as a real
INDENTURES. estate mortgage and/or filed as a chattel mortgage or
as a financing statement in the offices of the
respective Registers of Deeds of certain counties in
the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate
Commerce Commission, as set forth in supplemental
indentures as follows:
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
</TABLE>
<PAGE> 17
15
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions and
Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions and
Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series 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
</TABLE>
<PAGE> 18
16
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 19
17
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
</TABLE>
------------------------------------------
(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.
<PAGE> 20
18
Further, pursuant to the terms and provisions
of the Original Indenture, a Supplemental Indenture
dated as of April 15, 1992 providing for the terms of
bonds to be issued thereunder of Series KKP No. 13 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 May 14, 1992 (Filing No. 20196B), has
been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No.
5485-YYY) on May 14, 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:
<TABLE>
<CAPTION>
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
<S> <C> <C> <C>
Genesee........................ May 14, 1992 2748 257-280
Huron.......................... May 14, 1992 577 232-255
Ingham......................... May 14, 1992 1960 868-891
Lapeer......................... May 14, 1992 755 201-224
Lenawee........................ May 14, 1992 1202 364-387
Livingston..................... May 14, 1992 1571 0457-0480
Macomb......................... May 14, 1992 05442 887-910
Mason.......................... May 14, 1992 416 660-683
Monroe......................... May 14, 1992 1226 0772-0795
Oakland........................ May 18, 1992 12617 244-267
Sanilac........................ May 14, 1992 428 481-504
St. Clair...................... May 14, 1992 1039 332-355
Tuscola........................ May 14, 1992 625 1018-1041
Washtenaw...................... May 18, 1992 2626 738-761
Wayne.......................... May 14, 1992 25765 601-624
</TABLE>
<PAGE> 21
19
<TABLE>
<S> <C>
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, W,
FOR PAYMENT. 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. 1-12, 1985 Series A, 1985
Series B, PP, RR, EE, MMP and MMP No. 2 which were issued
under Supplemental Indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931, October 1,
1932, September 25, 1935, September 1, 1936, December 1,
1940, September 1, 1947, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15,
1957, December 15, 1970, 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, and September 1, 1979
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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
</TABLE>
<PAGE> 22
20
<TABLE>
<S> <C>
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/ A. W. ANNING
A. W. Anning
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/ CAROLE KEPPLER
Carole Keppler
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ ERIC HAWNER
Eric Hawner
/s/ SHIKHA DOMBEK
Shikha Dombek
</TABLE>
<PAGE> 23
21
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this 24th day of July, 1992, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County
BY COMPANY. of Wayne, in the State of Michigan, personally
appeared A. W. Anning, 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 A. W. Anning, acknowledged said instrument to be
the free act and deed of said corporation.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ PEARL E. KOTTER
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
</TABLE>
ACKNOWLEDGMENT
OF EXECUTION
BY TRUSTEE. STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
On this 24th day of July, 1992, before me, the
subscriber, a Notary Public within and for the County
of 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.
<TABLE>
<CAPTION>
<S> <C> <C>
(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
</TABLE>
<PAGE> 24
22
AFFIDAVIT AS TO A. W. Anning, being duly sworn, says: that he
CONSIDERATION is the Assistant Treasurer of THE DETROIT EDISON
AND GOOD FAITH. COMPANY, the Mortgagor named in the foregoing
instrument, and that he has knowledge of the facts in
regard to the making of said instrument and of the
consideration therefor; that the consideration for
said instrument was and is actual and adequate, and
that the same was given in good faith for the purposes
in such instrument set forth.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ A. W. ANNING
A. W. Anning
Sworn to before me this 24th day of
July, 1992
/s/ PEARL E. KOTTER
Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
(Notarial Seal)
</TABLE>
This instrument was drafted by Frances B.
Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
48226
<PAGE> 1
EXHIBIT 4-190
EXECUTED IN ________ COUNTERPARTS OF WHICH
THIS IS COUNTERPART NUMBER ____ .
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 July 31, 1992
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) SECURED MEDIUM-TERM NOTES, 1992 SERIES D
AND
(B) RECORDING AND FILING DATA
<PAGE> 2
i
TABLE OF CONTENTS*
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1992 Series D................................. 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF TWO HUNDRED NINETY-EIGHTH
SERIES OF BONDS
1992 SERIES D
Sec. 1. Terms of Bonds of 1992 Series D..................... 6
Sec. 2. Redemption of Bonds of 1992 Series D................ 7
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1992 Series D...................... 9
Form of Trustee's Certificate....................... 15
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 17
Recording and filing of Supplemental Indentures............. 17
Recording of Certificates of Provision for Payment.......... 21
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 21
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 21
Execution in Counterparts................................... 21
Testimonium................................................. 22
Execution................................................... 22
Acknowledgements............................................ 23
Affidavit as to consideration and good faith................ 24
</TABLE>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
<TABLE>
<CAPTION>
<S> <C>
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the thirty-first day of
July, 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 "Trus-
tee"), 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 and July 15, 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
ISSUED. twenty-one million five hundred ninety-seven thousand
dollars ($6,021,597,000) have heretofore been issued under
the Indenture as follows, viz:
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C>
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
</TABLE>
<PAGE> 4
2
<TABLE>
<CAPTION>
<C> <S> <C>
(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,
(230-241) Bonds of 1981 Series AP Nos. 1-12 -- Principal Amount $24,000,000,
(242) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(243) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(244) Bonds of Series PP -- Principal Amount $70,000,000,
(245) Bonds of Series RR -- Principal Amount $70,000,000,
(246) Bonds of Series EE -- Principal Amount $50,000,000,
(247-248) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000
</TABLE>
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;
(249) 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;
(250) 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;
(251) Bonds of Series T in the principal amount of Seventy-five
million dollars ($75,000,000), all of which are outstanding at
the date hereof;
(252) Bonds of Series U in the principal amount of Seventy-five
million dollars ($75,000,000), all of which are outstanding at
the date hereof;
(253) 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;
(254) 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;
(255) Bonds of Series Y in the principal amount of Sixty
million dollars ($60,000,000), all of which are outstanding at
the date hereof;
(256) 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;
<PAGE> 5
3
(257-261) 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;
(262-263) 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;
(264) 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;
(265) 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;
(266-269) Bonds of 1981 Series AP Nos. 13-16 in the principal
amount of One hundred million dollars ($100,000,000), all of
which are outstanding at the date hereof;
(270) 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;
(271) 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;
(272) 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;
(273) Bonds of 1986 Series B in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(274) 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;
(275) 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;
(276) 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;
(277) 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;
(278) Bonds of 1987 Series D in the principal amount of Two
hundred fifty million dollars ($250,000,000), all of which are
outstanding at the date hereof;
(279) Bonds of 1987 Series E in the principal amount of One
hundred fifty million dollars ($150,000,000), 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
<PAGE> 6
4
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;
(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;
and
(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;
and, accordingly, of the bonds so issued, Four billion
eighty-three million six hundred fifty-four thousand dollars
($4,083,654,000) principal amount are outstanding at the date
hereof; and
<PAGE> 7
5
<TABLE>
<CAPTION>
<S> <C>
REASON FOR WHEREAS, the Company desires to provide funds to refund or
CREATION OF replace funds utilized by the Company for the purpose of
NEW SERIES. meeting debt and Preferred and Preference Stock refundings
(including optional redemptions) and for this purpose
desires to issue and sell a new series of bonds to be issued
under the Indenture in the aggregate principal amount of
Three hundred million dollars ($300,000,000) to be
authenticated and delivered pursuant to Section 8 of Article
III of the Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture
1992 SERIES D. to create such new series of bonds, to be designated
"Secured Medium-Term Notes, 1992 Series D"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL Edison Company, in consideration of the premises and of the
INDENTURE. covenants contained in the Indenture and of the sum of One
Dollar ($1.00) and other good and valuable consideration to
it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as
follows:
</TABLE>
<PAGE> 8
6
PART I.
CREATION OF TWO HUNDRED NINETY-EIGHTH
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
1992 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Two
OF 1992 SERIES D. hundred ninety-eighth series of General and
Refunding Mortgage Bonds to be issued under and
secured by the Original Indenture as amended to date
and as further amended by this Supplemental Indenture,
to be designated, and to be distinguished from the
bonds of all other series, by the title "Secured
Medium-Term Notes, 1992 Series D" (elsewhere herein
referred to as the "bonds of 1992 Series D"). The
aggregate principal amount of bonds of 1992 Series D,
which shall be issued from time to time, shall be
limited to Three hundred million dollars
($300,000,000), 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 D shall be issued as registered
bonds without coupons in denominations of $1,000 and
any multiple thereof. Each bond of 1992 Series D shall
mature on such date not less than two years from date
of issue, shall bear interest at such rate or rates
and have such other terms and provisions not
inconsistent with the Indenture as may be set forth in
a Certificate filed by the Company with the Trustee
referring to this Supplemental Indenture; interest on
bonds of 1992 Series D shall be payable semi-annually
on interest payment dates specified by the Company and
at maturity; and thereafter until the Company's
obligation with respect to the payment of said
principal shall have been discharged as provided in
the Indenture. Except as otherwise specifically
provided in this Supplemental Indenture, the principal
of and interest on the bonds of 1992 Series D 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 D, 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 D shall be dated the date of its
authentication. The bonds of 1992 Series D in
definitive form shall be, at the election of the
Company, fully engraved or shall be lithographed or
printed in authorized denominations as aforesaid and
numbered 1 and upwards (with such further designation
as may be appropriate and desirable to indicate by
such designation the form, series and denomination of
bonds of 1992 Series D). Until bonds of 1992 Series D
in definitive form are ready for delivery, the Company
may execute, and upon its request in writing the
Trustee shall authenticate and deliver in lieu
thereof, bonds of 1992 Series D in temporary form, as
provided in Section 10 of Article II of the Indenture.
Temporary bonds of 1992 Series D, if any, may be
printed and may be issued in authorized denominations
in substantially the form of definitive bonds of 1992
Series D.
<PAGE> 9
7
Interest on any bond of 1992 Series D which is
payable on any interest payment date and is
punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous
bond to the extent evidencing the same debt as that
evidenced by that bond, is registered at the close of
business on the regular record date for such
interest, which regular record date shall be
specified by the Company. If the Issue Date of the
bonds of 1992 Series D of a designated interest rate
and maturity is after the record date, such bonds
shall bear interest from the Issue Date but payment
of interest shall commence on the second interest
payment date succeeding the Issue Date. "Issue Date"
with respect to bonds of 1992 Series D of a
designated interest rate and maturity shall mean the
date of first authentication of bonds of such
designated interest rate and maturity. If the Company
shall default in the payment of the interest due on
any interest payment date on the principal
represented by any bond of 1992 Series D, such
defaulted interest shall forthwith cease to be
payable to the registered holder of that bond on the
relevant regular record date by virtue of his having
been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any
bond or bonds of 1992 Series D issued upon transfer
or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the
Company, to the person in whose name that bond (or
any bond or bonds of 1992 Series D issued upon
transfer or exchange thereof) is registered on a
subsequent record date established by notice given by
mail by or on behalf of the Company to the holders of
bonds of 1992 Series D not less than ten (10) days
preceding such subsequent record date, which
subsequent record date shall be at least five (5)
days prior to the payment date of such defaulted
interest.
REDEMPTION OF SECTION 2. The bonds of 1992 Series D may be
BONDS OF 1992 redeemable prior to stated maturity in the manner set
SERIES D. forth in a Certificate filed by the Company with the
Trustee.
The bonds of 1992 Series D may be redeemable as
aforesaid and except as otherwise provided herein, and
as specified in Article IV of the Indenture upon
giving notice of such redemption by first class mail,
postage prepaid, by or on behalf of the Company at
least thirty (30) days, but not more than ninety (90)
days, prior to the date fixed for redemption to the
registered holders of bonds of 1992 Series D 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 D 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 D (or any portion
thereof) so called for redemption from and after the
date fixed for redemption if payment sufficient to
redeem the bonds of 1992 Series D (or such portion)
designated for redemption has been duly provided for.
Bonds of 1992 Series D redeemed in part only shall be
in amounts of $1,000 or any multiple thereof.
If the giving of the notice of redemption shall
have been completed, or if provision satisfactory to
the Trustee for the giving of such notice shall have
been made, and if the Company shall have deposited
with the Trustee in trust funds (which shall have
become available for payment to the holders of the
bonds of 1992 Series D so to be redeemed) sufficient
to redeem bonds of 1992 Series D in whole or in part,
on the date fixed for redemption, then all obligations
of the Company in respect of such bonds (or portions
thereof) so to be redeemed and interest due or to
become due thereon shall cease and be discharged and
the holders of such bonds of 1992 Series D (or
portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or
in respect of such bonds (or portions thereof) and
interest.
The bonds of 1992 Series D may be entitled to or
subject to any sinking fund specified in a Certificate
filed by the Company with the Trustee.
<PAGE> 10
8
EXCHANGE AND At the option of the registered holder, any
TRANSFER. bonds of 1992 Series D, 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 1992 Series D subject to the same
terms and conditions of other authorized
denominations, upon the terms and conditions specified
herein and in Section 7 of Article II of the
Indenture. Bonds of 1992 Series D 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 D
during any period of ten (10) days next preceding any
interest payment date for such bonds.
Bonds of 1992 Series D, in definitive and
temporary form, may bear such legends as may be
necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to
usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1992
Series D, 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.
The holders of bonds of the 1992 Series D
consent that the Company may, but shall not be
obligated to, fix a record date for the purpose of
determining the holders of bonds of 1992 Series D
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.
<PAGE> 11
9
Form of SECTION 4. The bonds of 1992 Series D and the form of
Bonds of Trustee's Certificate to be endorsed on such bonds
1992 SERIES D. shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
1992 Series D
Unless and until this Bond is exchanged in
whole or in part for certified Bonds registered in
the names of the various beneficial holders hereof as
then certified to the Trustee by The Depository Trust
Company or its successor (the "Depositary"), this
Bond may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the
Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the issuer or its
agent for registration of transfer, exchange or
payment, and any certificate to be issued is
registered in the name of Cede & Co. or such other
name as requested by an authorized representative of
the Depositary and any amount payable thereunder is
made payable to Cede & Co. or such other name, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest
herein.
This Bond may be exchanged for certificated
Bonds registered in the names of the various
beneficial owners hereof only if (a) the Depositary
is at any time unwilling or unable to continue as
depositary and a successor depositary is not
appointed by the issuer within 90 days, or (b) the
issuer, the Trustee and the Depositary consent to
such exchange.
If applicable, the "Amount of OID", the
"Original Issue Date", the "Yield to Maturity", and
the "Short Accrual Period OID" (computed under the
Approximate Method) will be set forth below. The
calculation of the amount of OID upon (a) optional
redemption or (b) declaration of acceleration is
discussed herein.
<PAGE> 12
10
<TABLE>
<CAPTION>
<S> <C> <C> <C>
R- $ CUSIP No. ________
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY OF
ISSUE DATE: DATE: MODIFIED PAYMENT UPON
ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION
PERCENTAGE: If yes, state Issue
INTEREST RATE: Price:
AMOUNT OF OID PER $1,000
INTEREST PAYMENT DATES: OF PRINCIPAL: APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE
INTEREST PAYMENT PERIOD: INCREASE:
RECORD DATES:
APPLICABILITY OF ANNUAL If yes, state each
REDEMPTION PERCENTAGE redemption date and
OPTIONAL REPAYMENT REDUCTION: redemption price:
DATE(S):
If yes, state Annual SHORT ACCRUAL PERIOD
Percentage Reduction: OID:
YIELD TO MATURITY:
SINKING FUND PROVISIONS:
AMORTIZATION SCHEDULE:
</TABLE>
<PAGE> 13
11
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to
or registered assigns, at its office or agency
in the Borough of Manhattan, The City and State of New
York, the principal sum specified above in lawful money
of the United States of America on the Maturity Date
specified above, and to pay interest thereon at the
rate specified above, at such office or agency, in like
lawful money, from the Issue Date specified above if
the date of this bond is prior to the first interest
payment date, otherwise from the most recent date to
which interest has been paid, semi-annually on the
Interest Payment Dates specified above in each year, to
the person in whose name this bond is registered at the
close of business on the applicable Record Date
specified above (subject to certain exceptions provided
in the Indenture hereinafter mentioned), until the
Company's obligation with respect to payment of said
principal shall have been discharged, all as provided,
to the extent and in the manner specified in such
Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which
this bond has been issued. If the date of this bond (if
other than the Issue Date) is after a Record Date (as
specified above) with respect to any Interest Payment
Date and on or prior to such Interest Payment Date,
then interest shall be payable only from such Interest
Payment Date. If the Issue Date is after such Record
Date, then interest shall be payable from the Issue
Date and payment of interest shall commence on the
second Interest Payment Date succeeding the Issue Date.
If the Company shall default in the payment of interest
due on any Interest Payment Date, then interest shall
be payable from the next preceding Interest Payment
Date to which interest has been paid, or, if no
interest has been paid, from the Issue Date.
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.
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 Executive Vice
President and Chief Financial Officer, 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
Chief Financial Officer
Attest:
---------------------------------------------
Secretary
<PAGE> 14
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the
Company, unlimited as to amount except as provided in the
Indenture hereinafter mentioned or any indentures supplemental
thereto, and is one of a series of General and Refunding
Mortgage Bonds known as Secured Medium-Term Notes, 1992 Series
D (elsewhere herein referred to as the "bonds of 1992 Series
D"), limited to an aggregate principal amount of $300,000,000,
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 July 31, 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 July 31, 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 D 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 D, 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
<PAGE> 15
13
Indenture dated as of July 31, 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 subject to the redemption provisions specified
above.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 1992 Series D (or
portions thereof), in trust for the redemption of such bonds
(or portions thereof) and the interest due or to become due
thereon, and thereupon all obligations of the Company in
respect of such bonds (or portions thereof) so to be redeemed
and such interest shall cease and be discharged, and the
holders thereof shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever nature on their
part under the Indenture or with respect to such bonds (or
portions thereof) and interest.
This bond is entitled to or subject to the sinking fund
provisions specified above.
This bond will be subject to repayment at the option of the
holder hereof on the Optional Repayment Date(s), if any,
indicated on the face hereof. If no Optional Repayment Dates
are set forth on the face hereof, this bond shall not be so
repaid at the option of the holder hereof prior to maturity. On
any Optional Repayment Date, this bond shall be repayable in
whole or in part in increments of $1,000 (provided that any
remaining principal amount hereof shall not be less than the
minimum authorized denomination hereof) at the option of the
holder hereof at a repayment price equal to 100% of the
principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this bond to be repaid in
whole or in part at the option of the holder hereof, this bond
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its
corporate trust office at 4 Albany Street, New York, New York,
or such address which the Company shall from time to time
notify the holders of the bond, not more than 60 nor less than
30 days prior to an Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable. If
specified above that this bond is subject to (i) "Annual
Redemption Percentage Reduction" or (ii) "Annual Redemption
Percentage Increase", then this bond may be redeemed in whole
or in part at the option of the Company on or after the Initial
Redemption Date specified on the face hereof on the terms set
forth on the above, together with interest accrued and unpaid
hereon to the date of redemption (except as provided below). If
this bond is subject to "Annual Redemption Percentage
Reduction", the Initial Redemption Percentage indicated on the
face hereof will be reduced on each anniversary of the Initial
Redemption Date specified above by the Annual Percentage
Reduction specified on the face hereof until the redemption
price of this bond is 100% of the principal amount hereof. If
this bond is subject to "Annual Redemption Percentage
Increase", the amount of original issue discount allocable to
such short accrual period is the Amortized Amount. "Amortized
Amount" means the original issue discount amortized from the
Original Issue Date to the date of redemption or declaration,
as the case may be, which amortization shall be calculated
using the "constant yield method" (computed in accordance with
the rules under the Internal Revenue Code of 1986, as amended,
and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be).
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the bonds issued thereunder
may become or be declared due and payable, in the manner, with
the effect and subject to the conditions, provided in the
Indenture.
If specified above that this bond is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as discussed in the preceding
paragraph, the amount of principal due and payable with respect
to this bond shall be limited to the sum of the Issue Price
specified above plus the Amortized Amount, (ii) for the purpose
of any vote of securityholders taken pursuant to the Indenture
prior to the acceleration of payment of this bond, the
principal amount hereof shall equal the amount that would be
due and payable hereon, calculated as set forth in clause (i)
above, if this bond were declared to be due and payable on the
date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the
<PAGE> 16
14
Indenture following the acceleration of payment of this bond,
the principal amount hereof shall equal the amount of principal
due and payable with respect to this bond, calculated as set
forth in clause (i) above.
This bond is transferable by the registered holder hereof, in
person or by his attorney duly authorized in writing, on the
books of the Company kept at its office or agency in the
Borough of Manhattan, The City and State of New York, upon
surrender and cancellation of this bond, and, thereupon, a new
registered bond or bonds of the same series of authorized
denominations for a like aggregate principal amount will be
issued to the transferee or transferees in exchange herefor,
and this bond with others of like form may in like manner be
exchanged for one or more new registered bonds of the same
series of other authorized denominations, but of the same
aggregate principal amount, all as provided and upon the terms
and conditions set forth in the Indenture, and upon payment, in
any event, of the charges prescribed in the Indenture.
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.
<PAGE> 17
15
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
---------------------------------------------------------------
(please insert social security or other identifying number of
assignee)
---------------------------------------------------------------
---------------------------------------------------------------
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does hereby
irrevocably constitute and appoint
---------------------------------------------------------------
---------------------------------------------------------------
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
-----------------------------------------------------------------
Notice: The signature to this assignment must correspond with
the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
<PAGE> 18
16
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this bond (or portion hereof specified
below) pursuant to its terms at a price equal to the principal
amount hereof together with interest to the applicable Optional
Repayment Date, to the undersigned, at
---------------------------------------------------------------
---------------------------------------------------------------
(please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 4
Albany St., New York, New York, or at such other place or
places of which the Company shall from time to time notify the
holder of this bond, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face
of this bond, this bond with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this bond is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the holder elects to have repaid
and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination of this bond
and shall be an integral multiple of $1,000 of the bond to be
issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond
will be issued for the portion not being repaid).
$
------------------------------------------------------------
Date
--------------------------------------------------------
Notice: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of this bond
in every particular, without alteration or enlargement or any
change whatever.
<TABLE>
<S> <C>
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
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:
</TABLE>
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
</TABLE>
<PAGE> 19
17
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
</TABLE>
<PAGE> 20
18
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
December 1, 1969(a)(c)............ Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c)................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c).............. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c).................. Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c).............. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c)............... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974....................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975.................. Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975.................. Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975................. Series 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
</TABLE>
<PAGE> 21
19
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
July 1, 1979...................... Series IIP Nos. 8-22 Bonds, September 1, 1979
Series NNP Nos. 8-21 Bonds
and Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8 Bonds,
Series LLP Nos. 8-15
Bonds, Series MMP No. 2
Bonds and Series OOP No.
18 Bonds and Subject
Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 Bonds, August 1, 1981
1980 Series CP Nos. 1-12
Bonds and 1980 Series DP
No. 1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject
Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV Reconfirmation August 15, 1982
August 15, 1982................... 1981 Series AP Nos. 13-14 June 1, 1983
and Subject Properties
June 1, 1983...................... 1981 Series AP Nos. 15-16 October 1, 1984
and Subject Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
</TABLE>
<PAGE> 22
20
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
April 1, 1986..................... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986................... 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and 1989 February 15, 1990
Series BP
February 15, 1990................. 1990 Series A, 1990 Series November 1, 1990
B, 1990 Series C, 1990
Series D, 1990 Series E
and 1990 Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
</TABLE>
------------------------------------------
(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.
<PAGE> 23
21
<TABLE>
<S> <C>
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, W,
FOR PAYMENT. 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. 1-12, 1985 Series A, 1985
Series B, PP, RR, EE, MMP and MMP No. 2 which were issued
under Supplemental Indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931, October 1,
1932, September 25, 1935, September 1, 1936, December 1,
1940, September 1, 1947, November 15, 1951, January 15,
1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15,
1957, December 15, 1970, 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, and September 1, 1979
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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
</TABLE>
<PAGE> 24
22
<TABLE>
<S> <C>
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
-----------------------------------------------
A. W. Anning
Assistant Treasurer
EXECUTION. Attest:
------------------------------------------------
Ronald J. Gdowski
Assistant Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
------------------------------------------------
Jane E. Lenart
------------------------------------------------
Janet A. Scullen
(Corporate Seal)
BANKERS TRUST COMPANY,
By
-----------------------------------------------
R. T. Gorman
Vice President
Attest:
------------------------------------------------
Shikha Dombek
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
------------------------------------------------
Eric Hawner
------------------------------------------------
Jacqueline DaSilva
</TABLE>
<PAGE> 25
23
<TABLE>
<S> <C>
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of August, 1992, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Wayne, in the
BY COMPANY. State of Michigan, personally appeared A. W. Anning, 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 A. W. Anning, acknowledged said
instrument to be the free act and deed of said corporation.
---------------------------------------------------
(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 day of July, 1992, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Queens, in the
BY TRUSTEE. 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)
---------------------------------------------------
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
</TABLE>
<PAGE> 26
24
<TABLE>
<S> <C> <C>
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO A. W. Anning, 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.
------------------------------------------------
A. W. Anning
Sworn to before me this day of
August, 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
</TABLE>
<PAGE> 1
EXHIBIT 4-191
EXECUTED IN 50 COUNTERPARTS
OF WHICH THIS IS COUNTERPART NO. 36
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 March 1, 1993
----------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(a) SECURED MEDIUM-TERM NOTES, 1993 SERIES E,
AND
(b) RECORDING AND FILING DATA
<PAGE> 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 ........................................ 5
Bonds to be 1993 Series E ................................................ 5
Further assurance ........................................................ 5
Authorization of Supplemental Indenture .................................. 5
Consideration for Supplemental Indenture ................................. 5
PART I.
CREATION OF THREE HUNDRED FOURTH
SERIES OF BONDS
1993 SERIES E
Sec. 1. Terms of Bonds of 1993 Series E ................................... 6
Sec. 2. Redemption of Bonds of 1993 Series E .............................. 7
Exchange and transfer ............................................. 8
Sec. 3. Consent ........................................................... 8
Sec. 4. Form of Bonds of 1993 Series E .................................... 9
Form of Trustee's Certificate ..................................... 15
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture ................................ 17
Recording and filing of Supplemental Indentures ........................... 17
Recording of Certificates of Provision for Payment ........................ 21
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee .................... 21
PART IV.
MISCELLANEOUS
Confirmation of Section 318 (c) of Trust Indenture Act .................... 21
Execution in Counterparts ................................................. 21
Testimonium ............................................................... 22
Execution and Acknowledgements ............................................ 22
Affidavit as to consideration and good faith .............................. 24
- ---------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the first day of March,
in the year one thousand nine hundred and ninety-three,
between THE DETROIT EDISON COMPANY, a corporation organized
and existing under the laws of the State of Michigan and a
transmitting utility (hereinafter called the "Company"),
party of the first part, and BANKERS TRUST COMPANY, a
corporation organized and existing under the laws of the
State of New York, having its corporate trust office at Four
Albany Street, in the Borough of Manhattan, The City and
State of New York, as Trustee under the Mortgage and Deed of
Trust hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as of
SUPPLEMENTALS. the "Original Indenture"), dated October 1, 1924, to the
Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935, September
1, 1936, November 1, 1936, February 1, 1940, December 1,
1940, September 1, 1947, March 1, 1950, November 15, 1951,
January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955,
August 15, 1957, June 1, 1959, December 1, 1966, October 1,
1968, December 1, 1969, July 1, 1970, December 15, 1970, June
15, 1971, November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975, December
15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July 1,
1977, October 1, 1977, June 1, 1978, October 15, 1978, March
15, 1979, July 1, 1979, September 1, 1979, September 15,
1979, January 1, 1980, April 1, 1980, August 15, 1980, August
1, 1981, November 1, 1981, June 30, 1982, August 15, 1982,
June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985,
October 15, 1985, April 1, 1986, August 15, 1986, November
30, 1986, January 31, 1987, April 1, 1987, August 15, 1987,
November 30, 1987, June 15, 1989, July 15, 1989, December 1,
1989, February 15, 1990, November 1, 1990, April 1, 1991, May
1, 1991, May 15, 1991, September 1, 1991, November 1, 1991,
January 15, 1992, February 29, 1992, April 15, 1992, July 15,
1992, July 31, 1992, November 30, 1992, December 15, 1992 and
January 1, 1993 supplemental to the Original Indenture, have
heretofore been entered into between the Company and the
Trustee (the Original Indenture and all indentures
supplemental thereto together being hereinafter sometimes
referred to as the "Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall
BONDS UNDER be issuable in one or more series, and makes provision that
INDENTURE. the rates of interest and dates for the payment thereof, the
date of maturity or dates of maturity, if of serial maturity,
the terms and rates of optional redemption (if redeemable),
the forms of registered bonds without coupons of any series
and any other provisions and agreements in respect thereof,
in the Indenture provided and permitted, as the Board of
Directors may determine, may be expressed in a supplemental
indenture to be made by the Company to the Trustee
thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Six billion seven
ISSUED. hundred sixty-six million five hundred ninety-seven thousand
dollars ($6,766,597,000) have heretofore been issued under
the Indenture as follows, viz:
<TABLE>
<S> <C> <C>
(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,
</TABLE>
<PAGE> 4
2
<TABLE>
<S> <C> <C>
(12) Bonds of Series L - Principal Amount $24,000,000,
(13) Bonds of Series M - Principal Amount $40,000,000,
(14) Bonds of Series N - Principal Amount $40,000,000,
(15) Bonds of Series 0 - Principal Amount $60,000,000,
(16) Bonds of Series P - Principal Amount $70,000,000,
(17) Bonds of Series Q - Principal Amount $40,000,000,
(18) Bonds of Series W - Principal Amount $50,000,000,
(19) Bonds of Series AA - Principal Amount $100,000,000,
(20) Bonds of Series BB - Principal Amount $50,000,000,
(21) Bonds of Series CC - Principal Amount $50,000,000,
(22) Bonds of Series UU - Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 - Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 - Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 - Principal Amount $42,300,000,
(68) Bonds of Series HH - Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 - Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 - Principal Amount $6,850,000,
(99-106) Bonds of Series KKP Nos. 1-8 - Principal Amount $14,890,000,
(107-121) Bonds of Series LLP Nos. 1-15 - Principal Amount $8,850,000,
(122-142) Bonds of Series NNP Nos. 1-21 - Principal Amount $47,950,000,
(143-160) Bonds of Series OOP Nos. 1-18 - Principal Amount $18,880,000,
(161-177) Bonds of Series QQP Nos. 1-17 - Principal Amount $12,780,000,
(178-192) Bonds of Series TTP Nos. 1-15 - Principal Amount $3,800,000,
(193) Bonds of 1980 Series A - Principal Amount $50,000,000,
(194-218) Bonds of 1980 Series CP Nos. 1-25 - Principal Amount $35,000,000,
(219-229) Bonds of 1980 Series DP Nos. 1-11 - Principal Amount $10,750,000,
(230-243) Bonds of 1981 Series AP Nos. 1-14 - Principal Amount $59,000,000,
(244) Bonds of 1985 Series A - Principal Amount $35,000,000,
(245) Bonds of 1985 Series B - Principal Amount $50,000,000,
(246) Bonds of Series PP - Principal Amount $70,000,000,
(247) Bonds of Series RR - Principal Amount $70,000,000,
(248) Bonds of Series EE - Principal Amount $50,000,000,
(249-250) Bonds of Series MMP and MMP
No. 2 - Principal Amount $5,430,000,
(251) Bonds of Series T - Principal Amount $75,000,000,
(252) Bonds of Series U - Principal Amount $75,000,000,
(253) Bonds of 1986 Series B - Principal Amount $100,000,000,
(254) Bonds of 1987 Series D - Principal Amount $250,000,000,
(255) Bonds of 1987 Series E - Principal Amount $150,000,000,
</TABLE>
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;
<PAGE> 5
3
(261) Bonds of Series Z in the principal amount of One
hundred million dollars ($100,000,000), all of which are
outstanding at the date hereof;
(262-267) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred ninety
thousand dollars ($193,290,000), all of which are outstanding
at the date hereof;
(268-269) Bonds of Series QQP Nos. 18-19 in the principal
amount of Eight hundred seventy thousand dollars ($870,000),
all of which are outstanding at the date hereof;
(270) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which One
hundred ten million dollars ($110,000,000) principal amount
have heretofore been retired and Forty million dollars
($40,000,000) principal amount are outstanding at the date
hereof;
(271) Bonds of 1980 Series B in the principal amount of One
hundred million dollars ($100,000,000), of which
Seventy-three million one hundred fifty thousand dollars
($73,150,000) principal amount have heretofore been retired
and Twenty-six million eight hundred fifty thousand dollars
($26,850,000) principal amount are outstanding at the date
hereof;
(272-273) Bonds of 1981 Series AP Nos. 15-16 in the principal
amount of Sixty-five million dollars ($65,000,000), all of
which are outstanding at the date hereof;
(274) Bonds of 1984 Series AP in the principal amount of Two
million four hundred thousand dollars ($2,400,000), all of
which are outstanding at the date hereof;
(275) Bonds of 1984 Series BP in the principal amount of
Seven million seven hundred fifty thousand dollars
($7,750,000), all of which are outstanding at the date
hereof;
(276) Bonds of 1986 Series A in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(277) Bonds of 1986 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(278) Bonds of 1987 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(279) Bonds of 1987 Series B in the principal amount of One
hundred seventy-five million dollars ($175,000,000), all of
which are outstanding at the date hereof;
(280) Bonds of 1987 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(281) Bonds of 1987 Series F in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(282) Bonds of 1989 Series A in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(283) Bonds of 1989 Series BP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date
hereof;
(284) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Eighteen million eight
hundred thirty-seven thousand dollars ($18,837,000) principal
amount have heretofore been retired and One hundred
seventy-five million eight hundred twelve thousand dollars
($175,812,000) principal amount are outstanding at the date
hereof;
(285) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which Twenty-
<PAGE> 6
4
eight million five hundred forty-eight thousand dollars
($28,548,000) principal amount have heretofore been retired
and Two hundred twenty-eight million three hundred eighty-
four thousand dollars ($228,384,000) principal amount are
outstanding at the date hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Ten million two hundred
fifty-seven thousand dollars ($10,257,000) principal amount
have heretofore been retired and Seventy-five million two
hundred eighteen thousand dollars ($75,218,000) principal
amount are outstanding at the date hereof;
(287) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(288) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(292) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(293) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(295) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), all of which are
outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding
at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which are
outstanding at the date hereof;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding
at the date hereof;
and, accordingly, of the bonds so issued, Four billion one
hundred forty-three million six hundred fifty-four thousand
dollars ($4,143,654,000) principal amount are outstanding at
the date hereof; and
<PAGE> 7
5
REASON FOR WHEREAS, the Company desires to provide funds to refund or
CREATION OF replace funds utilized by the Company for the purpose of
NEW SERIES. meeting (or replacing corporate funds utilized for such
purposes) debt and Preferred and Preference Stock refundings
(including optional redemptions) and for this purpose desires
to issue and sell a new series of bonds to be issued under
the Indenture in the aggregate principal amount of up to Four
hundred million dollars ($400,000,000) to be authenticated
and delivered pursuant to Section 8 of Article III of the
Indenture; and
BONDS TO BE WHEREAS, the Company desires by this Supplemental Indenture
1993 Series E. to create such new series of bonds, to be designated "Secured
Medium-Term Notes, 1993 Series E"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity (saving
and excepting, however, the property therein specifically
excepted or released from the lien thereof), and the Company
therein covenanted that it would, upon reasonable request,
execute and deliver such further instruments as may be
necessary or proper for the better assuring and confirming
unto the Trustee all or any part of the trust estate, whether
then or thereafter owned or acquired by the Company (saving
and excepting, however, property specifically excepted or
released from the lien thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the INDENTURE, AND pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
SUPPLEMENTAL Detroit Edison Company, in consideration of the premises and
INDENTURE. of the covenants contained in the Indenture and of the sum
of One Dollar ($1.00) and other good and valuable
consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof
is hereby acknowledged, hereby covenants and agrees to and
with the Trustee and its successors in the trusts under the
Original Indenture and in said indentures supplemental
thereto as follows:
<PAGE> 8
6
PART I.
CREATION OF THREE HUNDRED
FOURTH
SERIES OF BONDS.
SECURED MEDIUM-TERM NOTES,
1993 SERIES E
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundred
OF 1993 SERIES E. fourth series of General and Refunding Mortgage Bonds to be
issued under and secured by the Original Indenture as amended
to date and as further amended by this Supplemental
Indenture, to be designated, and to be distinguished from the
bonds of all other series, by the title "Secured Medium-Term
Notes, 1993 Series E" (elsewhere herein referred to as the
"bonds of 1993 Series E"). The aggregate principal amount of
bonds of 1993 Series E, which shall be issued from time to
time, shall be limited to Four hundred million dollars
($400,000,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
The bonds of 1993 Series E shall be issued as registered
bonds without coupons in denominations of $1,000 and any
multiple thereof. Each bond of 1993 Series E shall mature on
such date not less than two years from date of issue, shall
bear interest at such rate or rates and have such other terms
and provisions not inconsistent with the Indenture as may be
set forth in a Certificate filed by the Company with the
Trustee referring to this Supplemental Indenture; interest on
bonds of 1993 Series E shall be payable semi-annually on
interest payment dates specified by the Company and at
maturity; and thereafter until the Company's obligation with
respect to the payment of said principal shall have been
discharged as provided in the Indenture. Except as otherwise
specifically provided in this Supplemental Indenture, the
principal of and interest on the bonds of 1993 Series E shall
be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New
York in any coin or currency of the United States of America
which at the time of payment is legal tender for public and
private debts. The interest on bonds of 1993 Series E,
whether in temporary or definitive form, shall be payable
without presentation of such bonds and (subject to the
provisions of this Section 1) only to or upon the written
order of the registered holders thereof.
Each bond of 1993 Series E shall be dated the date of its
authentication.
The bonds of 1993 Series E in definitive form shall be, at
the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of
bonds of 1993 Series E). Until bonds of 1993 Series E in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 1993
Series E in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
E, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series E.
<PAGE> 9
7
Interest on any bond of 1993 Series E which is payable on
any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be specified by the
Company. If the Issue Date of the bonds of 1993 Series E of a
designated interest rate and maturity is after the record
date, such bonds shall bear interest from the Issue Date but
payment of interest shall commence on the second interest
payment date succeeding the Issue Date. "Issue Date" with
respect to bonds of 1993 Series E of a designated interest
rate and maturity shall mean the date of first authentication
of bonds of such designated interest rate and maturity. If
the Company shall default in the payment of the interest due
on any interest payment date on the principal represented by
any bond of 1993 Series E, such defaulted interest shall
forthwith cease to be payable to the registered holder of
that bond on the relevant regular record date by virtue of
his having been such holder, and such defaulted interest may
be paid to the registered holder of that bond (or any bond or
bonds of 1993 Series E issued upon transfer or exchange
thereof) on the date of payment of such defaulted interest
or, at the election of the Company, to the person in whose
name that bond (or any bond or bonds of 1993 Series E issued
upon transfer or exchange thereof) is registered on a
subsequent record date established by notice given by mail by
or on behalf of the Company to the holders of bonds of 1993
Series E not less than ten (10) days preceding such
subsequent record date, which subsequent record date shall be
at least five (5) days prior to the payment date of such
defaulted interest.
REDEMPTION OF SECTION 2. The bonds of 1993 Series E may be redeemable
BONDS OF 1993 prior to stated maturity in the manner set forth in a
SERIES E Certificate filed by the Company with the Trustee.
The bonds of 1993 Series E may be redeemable as aforesaid
and except as otherwise provided herein, and as specified in
Article IV of the Indenture upon giving notice of such
redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) days, but not more
than ninety (90) days, prior to the date fixed for redemption
to the registered holders of bonds of 1993 Series E so called
for redemption at their last respective addresses appearing
on the register thereof, but failure to mail such notice to
the registered holders of any bonds of 1993 Series E
designated for redemption shall not affect the validity of
any such redemption of any other bonds of such series.
Interest shall cease to accrue on any bonds of 1993 Series E
(or any portion thereof) so called for redemption from and
after the date fixed for redemption if payment sufficient to
redeem the bonds of 1993 Series E (or such portion)
designated for redemption has been duly provided for. Bonds
of 1993 Series E redeemed in part only shall be in amounts of
$1,000 or any multiple thereof.
If the giving of the notice of redemption shall have been
completed, or if provision satisfactory to the Trustee for
the giving of such notice shall have been made, and if the
Company shall have deposited with the Trustee in trust funds
(which shall have become available for payment to the holders
of the bonds of 1993 Series E so to be redeemed) sufficient
to redeem bonds of 1993 Series E in whole or in part, on the
date fixed for redemption, then all obligations of the
Company in respect of such bonds (or portions thereof) so to
be redeemed and interest due or to become due thereon shall
cease and be discharged and the holders of such bonds of 1993
Series E (or portions thereof) shall thereafter be restricted
exclusively to such funds for any and all claims of
whatsoever nature on their part under the Indenture or in
respect of such bonds (or portions thereof) and interest.
The bonds of 1993 Series E may be entitled to or subject to
any sinking fund specified in a Certificate filed by the
Company with the Trustee.
<PAGE> 10
8
EXCHANGE AND At the option of the registered holder, any bonds of 1993
TRANSFER. Series E, upon surrender thereof for cancellation at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, The State of New York, together with a
written instrument of transfer (if so required by the Company
or by the Trustee) in form approved by the Company duly
executed by the holder or by its duly authorized attorney,
shall be exchangeable for a like aggregate principal amount
of bonds of 1993 Series E subject to the same terms and
conditions of other authorized denominations, upon the terms
and conditions specified herein and in Section 7 of Article
II of the Indenture. Bonds of 1993 Series E shall be
transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New
York. The Company waives its rights under Section 7 of
Article II of the Indenture not to make exchanges or
transfers of bonds of 1993 Series E during any period of ten
(10) days next preceding any interest payment date for such
bonds.
Bonds of 1993 Series E, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto or
with the rules or regulations of any stock exchange or to
conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of the bonds of 1993 Series E, by
their acceptance of and holding thereof, consent and agree
that bonds of any series may be issued which mature on a date
or dater, later than October 1, 2024 and also consent to the
deletion from the first paragraph of Section 5 of Article II
of the Indenture of the phrase "but in no event later than
October 1, 2024". Such holders further agree that (a) such
consent shall, for all purposes of Article XV of the
Indenture and without further action on the part of such
holders, be deemed the affirmative vote of such holders at
any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion
shall become effective at such time as not less than
eighty-five per cent (85%) in principal amount of bonds
outstanding under the Indenture shall have consented thereto
substantially in the manner set forth in this Section 3, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
The holders of bonds of the 1993 Series E consent that the
Company may, but shall not be obligated to, fix a record date
for the purpose of determining the holders of bonds of 1993
Series E entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, those persons who were
holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such persons
continue to be holders after such record date. No such
consent shall be valid or effective for more than 90 days
after such record date.
<PAGE> 11
9
FORM OF SECTION 4. The bonds of 1993 Series E and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES E. substantially in the following forms, respectively:
[FORM OF BOND)
THE DETROIT EDISON COMPANY
SECURED MEDIUM-TERM NOTE
1993 Series E
Unless and until this Bond is exchanged in whole or in part
for certified Bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by
The Depositary Trust Company or its successor (the
"Depositary"), this Bond may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such
successor Depositary. Unless this certificate is presented by
an authorized representative of the Depositary to the issuer
or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in
the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary and any amount
payable thereunder is made payable to Cede & Co. or such
other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Bond may be exchanged for certificated Bonds
registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary
is not appointed by the issuer within 90 days, or (b) the
issuer, the Trustee and the Depositary consent to such
exchange.
If applicable, the "Amount of OID", the "Original Issue
Date", the "Yield to Maturity", and the "Short Accrual Period
OID" (computed under the Approximate Method) will be set
forth below. The calculation of the amount of OID upon (a)
optional redemption or (b) declaration of acceleration is
discussed herein.
<PAGE> 12
10
R- $__________________________ CUSIP No. _____________
(principal amount)
ORIGINAL INITIAL REDEMPTION APPLICABILITY OF
ISSUE DATE: DATE: MODIFIED PAYMENT
UPON ACCELERATION:
MATURITY DATE: INITIAL REDEMPTION
PERCENTAGE: If yes, state Issue Price:
INTEREST RATE:
AMOUNT OF OID PER APPLICABILITY OF
INTEREST PAYMENT $1,000 OF PRINCIPAL: ANNUAL REDEMPTION
DATES: ____________ PERCENTAGE
____________ INTEREST PAYMENT INCREASE:
PERIOD:
RECORD DATES: _____ If yes, state each
_____ APPLICABILITY OF redemption date and
ANNUAL REDEMP- redemption price:
OPTIONAL TION PERCENTAGE
REPAYMENT DATE(S): REDUCTION: SHORT ACCRUAL
___________________ PERIOD OID:
___________________ If yes, state Annual
___________________ Percentage Reduction:
SINKING FUND YIELD TO MATURITY:
PROVISIONS:
AMORTIZATION
SCHEDULE:
<PAGE> 13
11
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation
of the State of Michigan, for value received, hereby promises to pay to Cede &
Co. or registered assigns, at its office or agency in the Borough of Manhattan,
The City and State of New York, the principal sum specified above in lawful
money of the United States of America on the Maturity Date specified above, and
to pay interest thereon at the rate specified above, at such office or agency,
in like lawful money, from the Issue Date specified above if the date of this
bond is prior to the first interest payment date, otherwise from the most recent
date to which interest has been paid, semi-annually on the Interest Payment
Dates specified above in each year, to the person in whose name this bond is
registered at the close of business on the applicable Record Date specified
above (subject to certain exceptions provided in the Indenture hereinafter
mentioned), until the Company's obligation with respect to payment of said
principal shall have been discharged, all as provided, to the extent and in the
manner specified in such Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which this bond has been issued.
If the date of this bond (if other than the Issue Date) is after a Record Date
(as specified above) with respect to any Interest Payment Date and on or prior
to such Interest Payment Date, then interest shall be payable only from such
Interest Payment Date. If the Issue Date is after such Record Date, then
interest shall be payable from the Issue Date and payment of interest shall
commence on the second Interest Payment Date succeeding the Issue Date. If the
Company shall default in the payment of interest due on any Interest Payment
Date, then interest shall be payable from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid, from the
Issue Date.
This bond shall not be valid or become obligatory for any purpose until
Bankers Trust Company, the Trustee under the Indenture hereinafter mentioned on
the reverse hereof, or its successor thereunder, shall have signed the form of
certificate endorsed hereon.
<PAGE> 14
12
This bond is one of an authorized issue of bonds of the Company, unlimited as
to amount except as provided in the Indenture hereinafter mentioned or any
indentures supplemental thereto, and is one of a series of General and Refunding
Mortgage Bonds known as Secured Medium-Term Notes, 1993 Series E (elsewhere
herein referred to as the "bonds of 1993 Series E"), limited to an aggregate
principal amount of $400,000,000, except as otherwise provided in the Indenture
hereinafter mentioned. This bond and all other bonds of said series are issued
and to be issued under, and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular series and except as
provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as
of October 1, 1924, duly executed by the Company to Bankers Trust Company, a
corporation of the State of New York, as Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as
of March 1, 1993) reference is hereby made for a description of the properties
and franchises mortgaged and conveyed, the nature and extent of the security,
the terms and conditions upon which the bonds are issued and under which
additional bonds may be issued, and the rights of the holders of the bonds and
of the Trustee in respect of such security (which Indenture and all indentures
supplemental thereto, including the Supplemental Indenture dated as of March 1,
1993, are hereinafter collectively called the "Indenture"). As provided in the
Indenture, said bonds may be for various principal sums and are issuable in
series, which may mature at different times, may bear interest at different
rates and may otherwise vary as in said Indenture provided. With the consent of
the Company and to the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of the bonds and the
terms and provisions of the Indenture, or of any indenture supplemental thereto,
may be modified or altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in principal amount of the bonds then outstanding,
and, if the rights of one or more, but less than all, series of bonds then
outstanding are to be affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in principal amount of
the series of bonds so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest therein as
specified in the Indenture); provided, however, that, without the consent of the
holder hereof, no such modification or alteration shall, among other things,
affect the terms of payment of the principal of, or the interest on, this bond,
which in those respects is unconditional.
The holder of this bond of 1993 Series E hereby consents that the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of bonds of this series entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
The holders of the bonds of 1993 Series E, by their acceptance of and holding
thereof, consent and agree that bonds of any series may be issued which mature
on a date or dates later than October 1, 2024 and also consent to the deletion
from the first paragraph of Section 5 of Article II of the Indenture of the
phrase "but in no event later than October 1, 2024,". Such holders further agree
that (a) such consent shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holders, be deemed the affirmative
vote of such holders at any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion shall become effective
at such time as not less than eighty-five per cent (85%) in principal amount of
bonds outstanding under the Indenture shall have consented thereto substantially
in the manner set forth in
<PAGE> 15
13
Section 3 of Part I of the Supplemental Indenture dated as of March 1, 1993, or
in writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.
This bond is subject to the redemption provisions specified above.
Under the Indenture, funds may be deposited with the Trustee (which shall
have become available for payment), in advance of the redemption date of any of
the bonds of 1993 Series E (or portions thereof), in trust for the redemption of
such bonds (or portions thereof) and the interest due or to become due thereon,
and thereupon all obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and such interest shall cease and be
discharged, and the holders thereof shall thereafter be restricted exclusively
to such funds for any and all claims of whatsoever nature on their part under
the Indenture or with respect to such bonds (or portions thereof) and interest.
This bond is entitled to or subject to the sinking fund provisions specified
above.
This bond will be subject to repayment at the option of the holder hereof on
the Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this bond shall not
be so repaid at the option of the holder hereof prior to maturity. On any
Optional Repayment Date, this bond shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount hereof shall
not be less than the authorized denomination hereof) at the option of the holder
hereof at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this bond
to be repaid in whole or in part at the option of the holder hereof, this bond
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its corporate trust office at 4 Albany Street, New
York, New York, or such address which the Company shall from time to time notify
the holders of the bond, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. If specified above that this bond is subject to (i)
"Annual Redemption Percentage Reduction" or (ii) "Annual Redemption Percentage
Increase", then this bond may be redeemed in whole or in part at the option of
the Company on or after the Initial Redemption Date specified on the face hereof
on the terms set forth above, together with interest accrued and unpaid hereon
to the date of redemption (except as provided below). If this bond is subject to
"Annual Redemption Percentage Reduction", the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the Initial
Redemption Date specified above by the Annual Percentage Reduction specified on
the face hereof until the redemption price of this bond is 100% of the principal
amount hereof. If this bond is subject to "Annual Redemption Percentage
Increase", the amount of original issue discount allocable to such short accrual
period is the Amortized Amount. "Amortized Amount" means the original issue
discount amortized from the Original Issue Date to the date of redemption or
declaration, as the case may be, which amortization shall be calculated using
the constant yield method" (computed in accordance with the rules under the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, in
effect on the date of redemption or declaration, as the case may be).
In case an event of default, as defined in the Indenture, shall occur, the
principal of all the bonds issued thereunder may become or be declared due and
payable, in the manner, with the effect and subject to the conditions, provided
in the Indenture.
If specified above that this bond is subject to "Modified Payment upon
Acceleration," then (i) if the principal hereof is declared to be due and
payable as discussed in the preceding paragraph, the amount of principal due and
payable with respect to this bond shall be limited to the sum of the Issue Price
specified above plus the Amortized Amount, (ii) for the purpose of any vote of
securityholders taken pursuant to the Indenture prior to the acceleration of
payment of this bond, the principal amount hereof shall equal the amount that
would be due and payable
<PAGE> 16
14
hereon, calculated as set forth in clause (i) above, if this bond were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of securityholders taken pursuant to the Indenture following the
acceleration of payment of this bond, the principal amount hereof shall equal
the amount of principal due and payable with respect to this bond, calculated as
set forth in clause (i) above.
This bond is transferable by the registered holder hereof, in person or by
his attorney duly authorized in writing, on the books of the Company kept at its
office or agency in the Borough of Manhattan, The City and State of New York,
upon surrender and cancellation of this bond, and, thereupon, a new registered
bond or bonds of the same series of authorized denominations for a like
aggregate principal amount will be issued to the transferee or transferees in
exchange herefore, and this bond with others of like form may in like manner be
exchanged for one or more new registered bonds of the same series of other
authorized denominations, but of the same aggregate principal amount, all as
provided and upon the terms and conditions set forth in the Indenture, and upon
payment, in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the principal of, or the interest
on, this bond, or for any claim based hereon or otherwise in respect hereof or
of the Indenture, or of any indenture supplemental thereto, against any
incorporator, or against any past, present or future stockholder, director or
officer, as such, of the Company, or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise howsoever; all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released by every holder or owner hereof, as more fully
provided in the Indenture.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to
be executed on its behalf by its Chairman of the Board and its Vice President
and Treasurer, with their manual or facsimile signatures, and its corporate
seal, or a facsimile thereof, to be impressed or imprinted hereon and the same
to be attested by its Secretary or an Assistant Secretary by manual or facsimile
signature.
Dated: THE DETROIT EDISON COMPANY
By____________________________
Chairman of the Board
____________________________
[SEAL] Vice President and Treasurer
Attest:
___________________________
Corporate Secretary
<PAGE> 17
15
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
BANKERS TRUST COMPANY,
as Trustee
By.................................
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells, assigns
and transfers unto
____________________________________________________________
(please insert social security or other identifying
number of assignee)
____________________________________________________________
____________________________________________________________
(please print or type name and address of assignee)
the within bond of THE DETROIT EDISON COMPANY and does hereby
irrevocably constitute and appoint
____________________________________________________________
____________________________________________________________
Attorney, to transfer said bond on the books of the
within-mentioned Company, with full power of substitution in
the premises.
Dated:
__________________________
Notice: The signature to this assignment must correspond with
the name as written upon the face of the bond in every
particular without alteration or enlargement or any change
whatsoever.
<PAGE> 18
16
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this bond (or portion hereof specified below) pursuant to its terms at a
price equal to the principal amount hereof together with interest to the
applicable Optional Repayment Date, to the undersigned, at
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 4 Albany St., New
York, New York, or at such other place or places of which the Company shall from
time to time notify the holder of this bond, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
bond, this bond with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination of this bond
and shall be an integral multiple of $1,000 of the bond to be issued to the
holder for the portion of this bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not being repaid).
$ _______________________
Date ____________________
Notice: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of this bond in every particular, without
alteration or enlargement or any change whatever.
<PAGE> 19
17
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth in
the Supplemental Indenture dated as of May 1, 1974, has been
filed in the Office of the Secretary of State of Michigan on
November 16, 1951 and has been filed and recorded in the
office of the Interstate Commerce Commission on December 8,
1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore entered
SUPPLEMENTAL into have been recorded as a real estate mortgage and/or
INDENTURES. filed as a chattel mortgage or as a financing statement
in the offices of the respective Registers of Deeds of
certain counties in the State of Michigan, the Office of
the Secretary of State of Michigan and the Office of the
Interstate Commerce Commission, as set forth in supplemental
indentures as follows:
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
<S> <C> <C>
June 1, 1925 (a)(b) ................... Series B Bonds February 1, 1940
August 1, 1927 (a)(b) ................. Series C Bonds February 1, 1940
February 1, 1931 (a)(b) ............... Series D Bonds February 1, 1940
June 1, 1931 (a)(b) ................... Subject Properties February 1, 1940
October 1, 1932 (a)(b) ................ Series E Bonds February 1, 1940
September 25, 1935 (a)(b) ............. Series F Bonds February 1, 1940
September 1, 1936 (a)(b) .............. Series G Bonds February 1, 1940
November 1, 1936 (a)(b) ............... Subject Properties February 1, 1940
February 1, 1940 (a)(b) ............... Subject Properties September 1, 1947
December 1, 1940 (a)(b) ............... Series H Bonds and Ad- September 1, 1947
ditional Provisions
September 1, 1947 (a)(b)(c) ........... Series I Bonds, November 15, 1951
Subject Properties and
Additional Provisions
March 1, 1950 (a)(b)(c) ............... Series J Bonds November 15, 1951
and Additional Provi-
sions
November 15, 1951 (a)(b)(c) ........... Series K Bonds January 15, 1953
Additional Provisions
and Subject Properties
January 15, 1953 (a)(b) ............... Series L Bonds May 1, 1953
May 1, 1953 (a) ....................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954 (a)(c) ................. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955 (a)(e) ................... Series 0 Bonds August 15, 1957
and Subject Properties
August 15, 1957 (a)(c) ................ Series P Bonds June 1, 1959
Additional Provisions
and Subject Properties
June 1, 1959 (a)(c) ................... Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966 (a)(c) ............... Series R Bonds October 1, 1968
Additional Provisions
and Subject Properties
</TABLE>
<PAGE> 20
18
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
<S> <C> <C>
October 1, 1968 (a)(e) ................ Series S Bonds December 1, 1969
and Subject Properties
December 1, 1969 (a)(e) ............... Series T Bonds July 1, 1970
and Subject Properties
July 1, 1970(c) ....................... Series U Bonds December 15, 1970
and Subject Properties
December 15, 1970(c) .................. Series V and June 15, 1971
Series W Bonds
June 15, 1971(c) ...................... Series X Bonds November 15, 1971
and Subject Properties
November 15, 1971(c) .................. Series Y Bonds January 15, 1973
and Subject Properties
January 15, 1973(c) ................... Series Z Bonds May 1, 1974
and Subject Properties
May 1, 1974 ........................... Series AA Bonds October 1, 1974
and Subject Properties
October 1, 1974 ....................... Series BB Bonds January 15, 1975
and Subject Properties
January 15, 1975 ...................... Series CC Bonds November 1, 1975
and Subject Properties
November 1, 1975 ...................... Series DDP Nos. 1-9 December 15, 1975
Bonds and Subject
Properties
December 15, 1975 ..................... Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976 ...................... Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976 ......................... Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976 ......................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977 ..................... Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977 ......................... Series IIP Nos. 1-7 June 15, 1977
Bonds, Series JJP
Nos. 1-7 Bonds, Series
KKP Nos. 1-7 Bonds
and Series LLP Nos.
1-7 Bonds
June 15, 1977 ......................... Series FFR No. 14 July 1, 1977
Bonds and Subject
Properties
July 1, 1977 .......................... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
October 1, 1977 ....................... Series GGP Nos. 8-22 June 1, 1978
Bonds and Series OOP
Nos. 1-17 Bonds and
Subject Properties
June 1, 1978 .......................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9
Bonds and Subject
Properties
October 15, 1978 ...................... Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979 ........................ Series SS Bonds July 1, 1979
and Subject Properties
</TABLE>
<PAGE> 21
19
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
<S> <C> <C>
July 1, 1979 .......................... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP
Nos. 8-21 Bonds and
Series TTP Nos. 1-15
Bonds and Subject
Properties
September 1, 1979 ..................... Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8
Bonds, Series LLP
Nos. 8-15 Bonds,
Series MMP No. 2
Bonds and Series OOP
No. 18 Bonds and
Subject Properties
September 15, 1979 .................... Series UU Bonds January 1, 1980
January 1, 1980 ....................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980 ......................... 1980 Series B Bonds August 15, 1980
August 15, 1980 ....................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP
Nos. 1-12 Bonds and
1980 Series DP No.
1-11 Bonds and
Subject Properties
August 1, 1981 ........................ 1980 Series CP Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981 ...................... 1981 Series AP Nos. June 30, 1982
1-12 Bonds
June 30, 1982 ......................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982 ....................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983 .......................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984 ....................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985 ........................... 1985 Series A Bonds May 15, 1985
May 15, 1985 .......................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985 ...................... Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
</TABLE>
<PAGE> 22
20
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
----------- --------- ------------
<S> <C> <C>
April 1, 1986 ......................... 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986 ....................... 1986 Series B and November 30, 1986
Subject Properties
November 30, 1986 ..................... 1986 Series C January 31, 1987
January 31, 1987 ...................... 1987 Series A April 1, 1987
April 1, 1987 ......................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987 ....................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987 ..................... 1987 Series F June 15, 1989
June 15, 1989 ......................... 1989 Series A July 15, 1989
July 15, 1989 ......................... Series KKP No. 10 December 1, 1989
December 1, 1989 ...................... Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990 ..................... 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990 ...................... Series KKP No. 12 April 1, 1991
April 1, 1991 ......................... 1991 Series AP May 1, 1991
May 1, 1991 ........................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991 .......................... 1991 Series DP September 1, 1991
September 1, 1991 ..................... 1991 Series EP November 1, 1991
November 1, 1991 ...................... 1991 Series FP January 15, 1992
January 15, 1992 ...................... 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992 ..................... 1992 Series AP April 15, 1992
April 15, 1992 ........................ Series KKP No. 13 July 15, 1992
July 15, 1992 ......................... 1992 Series CP November 30, 1992
July 31, 1992 ......................... 1992 Series D November 30, 1992
</TABLE>
- --------------------
(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.
<PAGE> 23
21
RECORDING OF All the bonds of Series A which were issued under the
CERTIFICATES Original Indenture dated as of October 1, 1924, and of Series
OF PROVISION B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, T, U, W, AA,
FOR PAYMENT. BB, CC, DDP Nos. 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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof by
the Company or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) provision of this supplemental indenture or any future
OF TRUST INDENTURE supplemental indenture is intended to modify, and the parties
ACT. do hereby adopt and confirm, the provisions of Section 318(c)
of the Trust Indenture Act which amend and supercede
provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
<PAGE> 24
22
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND
BANKERS TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED
IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE
CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT
VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND
IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED BY
THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS
OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ 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
Jane E. Lenart
------------------------------
Jane E. Lenart
Janet A. Scullen
------------------------------
Janet A. Scullen
STATE OF MICHIGAN
COUNTY OF WAYNE ss.:
ACKNOWLEDGMENT On this 11th day of March, 1993, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. 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
<PAGE> 25
23
BANKERS TRUST COMPANY,
(Corporate Seal) By /s/ R. T. Gorman
-------------------
R. T. Gorman
Vice President
Attest:
/s/ Susan Gaon
-------------------------
Susan Gaon
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
/s/ John Florio
----------------------------
John Florio
/s/ Jacqueline DaSilva
----------------------------
Jacqueline DaSilva
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
Acknowledgment On this 5th day of March, 1993, before me, the
of execution subscriber, a Notary Public within and for the County of
by Trustee. Queens, in the State of New York, personally appeared 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)
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
<PAGE> 26
24
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
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.
C. C. Arvani
---------------------------
C. C. Arvani
Sworn to before me this 11th day of
March, 1993
Pearl E. Kotter
----------------------------------------
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
Return to:
Frances B. Rohlman
2000 Second Avenue, C688 WCB
Detroit, MI 48226
<PAGE> 27
TRUSTEE'S CERTIFICATE
BANKERS TRUST COMPANY, Trustee under the Mortgage and Deed of Trust dated as of
October 1, 1924, between THE DETROIT EDISON COMPANY (hereinafter referred to as
the "Company") and BANKERS TRUST COMPANY, Trustee, (hereinafter referred to as
the "Trustee"), as amended and supplemented, hereby certifies as follows:
1. That the Supplemental Indenture dated as of March 1, 1993 was executed
on its behalf by Robert T. Gorman, a Vice President, and its corporate
seal was affixed thereto and attested by Susan Gaon, as Assistant
Secretary, both of whom were at the time of the acts mentioned duly
elected or appointed officers of BANKERS TRUST COMPANY and duly
authorized to perform said acts;
2. That, pursuant to the provisions of Section 8 of Article III of said
Mortgage and Deed of Trust, as so amended and supplemented, and upon
the written order of the Company, it will authenticate and deliver from
time to time up to $400,000,000 principal amount of General and
Refunding Mortgage Bonds, 1993 Series E, designated Secured Medium Term
Notes (the "Bonds of 1993 Series E") in definitive form, and that such
Bonds will be authenticated on its behalf by one or more persons who
are at the time of authentication duly authorized to authenticate said
Bonds as Authorized Officers and thereafter any bond issued pursuant to
Sections 7 and 13 of Article II of the Mortgage and Deed of Trust will
be authenticated by one or more persons who are at the time of
authentication duly authorized to authenticate said bonds as Authorized
Officers;
3. That, prior to the date hereof, there have been issued and are
presently outstanding under the Deed of Trust, as so amended and
supplemented, $4,143,654,000 principal amount of General and Refunding
Mortgage Bonds; and
4. That, as Trustee, it has had no notice or knowledge that the Company is
in default under any of the provisions of said Mortgage and Deed of
Trust as so amended and supplemented.
IN WITNESS WHEREOF, BANKERS TRUST COMPANY has caused this Certificate to be
executed in its corporate name and its corporate seal to be hereunto affixed by
a Vice President this 15th day of March, 1993.
BANKERS TRUST COMPANY, Trustee
/s/ R. T. GORMAN
------------------------------
R. T. GORMAN
VICE PRESIDENT
I, Susan Gaon, as Assistant Secretary of Bankers Trust Company, DO HEREBY
CERTIFY that R. T. Gorman is duly appointed Vice President of Bankers Trust
Company as of the date hereof and that the above signature is his genuine
signature.
/s/ SUSAN GAON
-------------------------------
SUSAN GAON
ASSISTANT SECRETARY
DETED-13
<PAGE> 28
BANKERS TRUST COMPANY NEW YORK
I, Mark Woodward, Assistant Secretary of BANKERS TRUST COMPANY, a
corporation duly organized and existing under the Laws of the State of New York,
hereby certify that the following is a true and correct copy of resolutions duly
passed by the Board of Directors of said Company at meetings regularly and duly
held, at which quorums were present; that said resolutions are still in force;
and that no action has been taken in any way to nullify the effect of same:
RESOLVED, that the Chairman of the Board, the President, each Vice
Chairman, each Executive Vice President, each Managing Director, each
Senior Vice President, the General Auditor and the General Credit
Auditor be, and each of them hereby is, authorized and empowered to sign
any contract, document, instrument, certificate or other writing that it
may be necessary or appropriate to execute for, or on behalf of, the
Company in the conduct of its lawful business, either on its own behalf
or in a fiduciary, representative or agency capacity;
RESOLVED, that authority be, and hereby is, granted to the Chairman of
the Board, the President, each Vice Chairman, each Executive Vice
President, each Managing Director, each Senior Vice President, the
General Auditor, and the General Credit Auditor, in such instances and
to such extent as in the judgement of any one of said officers may be
proper and desirable, to authorize in writing from time to time
employees of the Company, including officers elected or appointed by the
Board of Directors in accordance with the By-laws, to have general or
limited signing authority in any one or more of the following groups;
that such authority shall be applicable only to the performance or
discharge of the assigned duties of such officer or employee within his
or her particular division or function; and that any grant of signing
authority may include a designation of the title or capacity in which
such employee is authorized to exercise such signing authority;
provided, however, that the General Auditor and the General Credit
Auditor shall not have the authority to grant Group A signing authority:
GROUP A. Authority to sign any contract, document, instrument,
certificate or other writing that it may be necessary or
appropriate to execute for, or on behalf of, the Company in the
conduct of its lawful business, either on its own behalf or in
a fiduciary, representative or agency capacity.
GROUP B. Authority to sign any purchase order or contract for the
purchase by the Company of goods and services.
GROUP G. Authority to sign as an Assistant Secretary or Special
Assistant Secretary with authority to sign or countersign for
this Company as Registrar, Transfer Agent or Paying Agent; to
certify stockholders and bondholders lists prepared from
records maintained by this Company in its capacity as Transfer
Agent or Registrar; to certify tabulations of proxies received
by this Company in its capacity as agent for the corporation
issuing the stock to which the proxies pertain; to execute
cremation certificates covering cancelled securities or coupons
destroyed by this Company as Trustee or in any other capacity;
to sign with the title of "Transfer Clerk", certificates for
the capital stock and/or preferred stock of this Company; to
sign certificates of authentication for and on behalf of this
Company as Trustee or in any other representative capacity in
respect of bonds, notes, debentures and other obligations
issued under corporate mortgages, trust agreements, or other
indentures or resolutions; and to sign certificates for
securities deposited, interim certificates and other
certificates for and on behalf of this Company as Depositary,
Transfer Agent, Registrar or in some other agency capacity.
I, further certify that the following persons hold in this Company the
positions and signing authority classifications indicated below and that the
signatures appearing alongside their names are specimens of their true
signatures:
<TABLE>
<CAPTION>
Name Title Specimen Signature Classification
---- ----- ------------------ --------------
<S> <C> <C> <C>
Robert T. Gorman Vice President /s/ Robert T. Gorman A
--------------------
Susan Gaon Assistant Secretary /s/ Susan Gaon A
</TABLE> -----------------
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Company this 15th day of March, 1993.
------------------------------
ASSISTANT SECRETARY OF
BANKERS TRUST COMPANY
BANKERS TRUST COMPANY NEW YORK
<PAGE> 1
EXHIBIT 4-192
EXECUTED IN ____COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. ____.
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 March 15, 1993
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, 1993 SERIES D, DUE APRIL 1, 1999,
AND
(B) RECORDING AND FILING DATA
<PAGE> 2
i
TABLE OF CONTENTS*
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Issue of Bonds under Indenture............................ 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 1993 Series D................................. 5
Further assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 5
PART I.
CREATION OF THREE HUNDRED FIFTH
SERIES OF BONDS
1993 SERIES D
Sec. 1. Terms of Bonds of 1993 Series D..................... 5
Sec. 2. Optional Redemption of Bonds of 1993 Series D....... 6
Direct Payments..................................... 8
Exchange and transfer............................... 8
Sec. 3. Consent............................................. 8
Sec. 4. Form of Bonds of 1993 Series D...................... 9
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 15
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 20
Execution in Counterparts................................... 20
Testimonium................................................. 21
Execution................................................... 21
Acknowledgements............................................ 21
Affidavit as to consideration and good faith................ 23
</TABLE>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
<PAGE> 3
1
<TABLE>
<S> <C>
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
March, in the year one thousand nine hundred and
ninety-three, between THE DETROIT EDISON COMPANY, a
corporation organized and existing under the laws of the
State of Michigan and a transmitting utility (hereinafter
called the "Company"), party of the first part, and BANKERS
TRUST COMPANY, a corporation organized and existing under
the laws of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough of
Manhattan, The City and State of New York, as Trustee under
the Mortgage and Deed of Trust hereinafter mentioned
(hereinafter called the "Trustee"), party of the second
part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND its Mortgage and Deed of Trust (hereinafter referred to as
SUPPLEMENTALS. the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November
30, 1992, December 15, 1992, January 1, 1993 and March 1,
1993 supplemental to the Original Indenture, have heretofore
been entered into between the Company and the Trustee (the
Original Indenture and all indentures supplemental thereto
together being hereinafter sometimes referred to as the
"Indenture"); and
ISSUE OF WHEREAS, the Indenture provides that said bonds shall be
BONDS UNDER issuable in one or more series, and makes provision that the
INDENTURE. rates of interest and dates for the payment thereof, the
date of maturity or dates of maturity, if of serial
maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons
of any series and any other provisions and agreements in
respect thereof, in the Indenture provided and permitted, as
the Board of Directors may determine, may be expressed in a
supplemental indenture to be made by the Company to the
Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of Six billion seven
ISSUED. hundred sixty-six million five hundred ninety-seven thousand
dollars ($6,766,597,000) have heretofore been issued under
the Indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
</TABLE>
<PAGE> 4
2
<TABLE>
<C> <S> <C>
(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,
</TABLE>
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;
<PAGE> 5
3
(262-267) Bonds of Series KKP Nos. 9-14 in the principal
amount of One hundred ninety-three million two hundred
ninety thousand dollars ($193,290,000), all of which are
outstanding at the date hereof;
(268-269) Bonds of Series QQP Nos. 18-19 in the
principal amount of Eight hundred seventy thousand
dollars ($870,000), all of which are outstanding at the
date hereof;
(270) Bonds of Series SS in the principal amount of One
hundred fifty million dollars ($150,000,000), of which
One hundred thirty million dollars ($130,000,000)
principal amount have heretofore been retired and
Twenty million dollars ($20,000,000) principal amount
are outstanding at the date hereof;
(271) Bonds of 1980 Series B in the principal amount of
One hundred million dollars ($100,000,000), of which
Seventy-three million one hundred fifty thousand
dollars ($73,150,000) principal amount have heretofore
been retired and Twenty-six million eight hundred fifty
thousand dollars ($26,850,000) principal amount are
outstanding at the date hereof;
(272-273) Bonds of 1981 Series AP Nos. 15-16 in the
principal amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the date
hereof;
(274) Bonds of 1984 Series AP in the principal amount
of Two million four hundred thousand dollars
($2,400,000), all of which are outstanding at the date
hereof;
(275) Bonds of 1984 Series BP in the principal amount of
Seven million seven hundred fifty thousand dollars
($7,750,000), all of which are outstanding at the date
hereof;
(276) Bonds of 1986 Series A in the principal amount of
Two hundred million dollars ($200,000,000), all of
which are outstanding at the date hereof;
(277) Bonds of 1986 Series C in the principal amount of
Two hundred million dollars ($200,000,000), all of
which are outstanding at the date hereof;
(278) Bonds of 1987 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of
which are outstanding at the date hereof;
(279) Bonds of 1987 Series B in the principal amount of
One hundred seventy-five million dollars
($175,000,000), all of which are outstanding at the
date hereof;
(280) Bonds of 1987 Series C in the principal amount of
Two hundred twenty-five million dollars ($225,000,000),
all of which are outstanding at the date hereof;
(281) Bonds of 1987 Series F in the principal amount of
Two hundred million dollars ($200,000,000), all of
which are outstanding at the date hereof;
(282) Bonds of 1989 Series A in the principal amount of
Three hundred million dollars ($300,000,000), all of
which are outstanding at the date hereof;
(283) Bonds of 1989 Series BP in the principal amount
of Sixty-six million five hundred sixty-five thousand
dollars ($66,565,000), all of which are outstanding at
the date hereof;
(284) Bonds of 1990 Series A in the principal amount of
One hundred ninety-four million six hundred forty-nine
thousand dollars ($194,649,000) of which Eighteen
million eight hundred thirty-seven thousand dollars
($18,837,000) principal amount have heretofore been
retired and One hundred seventy-five million eight
hundred twelve thousand dollars ($175,812,000)
principal amount are outstanding at the date hereof;
(285) Bonds of 1990 Series B in the principal amount of
Two hundred fifty-six million nine hundred thirty-two
thousand dollars ($256,932,000) of which Twenty-eight
million five hundred forty-eight thousand dollars
($28,548,000) principal amount have heretofore been
retired and Two hundred twenty-eight million three
hundred eighty-four thousand dollars ($228,384,000)
principal amount are outstanding at the date hereof;
(286) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand
dollars ($85,475,000) of which Ten million two hundred
<PAGE> 6
4
fifty-seven thousand dollars ($10,257,000) principal amount
have heretofore been retired and Seventy-five million two
hundred eighteen thousand dollars ($75,218,000) principal
amount are outstanding at the date hereof;
(287) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand
dollars ($32,375,000), all of which are outstanding at the
date hereof;
(288) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(289) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(290) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(291) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(292) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(293) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(295) Bonds of 1992 Series D in the principal amount of
Three hundred million dollars ($300,000,000), all of which
are outstanding at the date hereof;
(296) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(297) Bonds of 1992 Series E in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
(298) Bonds of 1989 Series BP No. 2 in the principal amount
of Thirty-six million dollars ($36,000,000), all of which
are outstanding at the date hereof;
(299) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), all of
which are outstanding at the date hereof;
(300) Bonds of 1993 Series B in the principal amount of
Fifty million dollars ($50,000,000), all of which are
outstanding at the date hereof;
and, accordingly, of the bonds so issued, Four billion one
hundred twenty-three million six hundred fifty-four thousand
dollars ($4,123,654,000) principal amount are outstanding at
the date hereof; and
<PAGE> 7
5
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
1993 SERIES D. to create such new series of bonds, to be designated
"General and Refunding Mortgage Bonds, 1993 Series D"; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE. the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or
belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity
(saving and excepting, however, the property therein
specifically excepted or released from the lien thereof),
and the Company therein covenanted that it would, upon
reasonable request, execute and deliver such further
instruments as may be necessary or proper for the better
assuring and confirming unto the Trustee all or any part of
the trust estate, whether then or thereafter owned or
acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL authority conferred upon and reserved to it under and by
INDENTURE. virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery
hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL Edison Company, in consideration of the premises and of the
INDENTURE. covenants contained in the Indenture and of the sum of One
Dollar ($1.00) and other good and valuable consideration to
it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the trusts under the Original
Indenture and in said indentures supplemental thereto as
follows:
PART I.
CREATION OF THREE HUNDRED FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
1993 SERIES D
TERMS OF BONDS SECTION 1. The Company hereby creates the Three hundred
OF 1993 SERIES D. fifth 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 D"
(elsewhere herein referred to as the "bonds of 1993 Series
D"). The aggregate principal amount of bonds of 1993 Series
D shall be limited to One hundred million dollars
($100,000,000), except as provided in Sections 7 and 13 of
Article II of the Original Indenture with respect to
exchanges and replacements of bonds.
The bonds of 1993 Series D shall mature on April 1, 1999
and shall be issued as registered bonds without coupons in
minimum denominations of $150,000 and integral multiples of
$1,000 in excess thereof, and shall bear interest, payable
semi-annually on April 1 and October 1 of each year
(commencing on October 1, 1993), at the rate of 6.45%
(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
<PAGE> 8
6
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 D 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 D, 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 D shall be dated the date of
its authentication and interest shall be payable on the
principal represented thereby from the April 1 or October 1
next preceding the date thereof to which interest has been
paid on bonds of 1993 Series D, unless the bond is
authenticated on a date to which interest has been paid, in
which case interest shall be payable from the date of
authentication, or unless the date of authentication is prior
to October 1, 1993, in which case interest shall be payable
from the date of authentication of the bond of 1993 Series D
originally evidencing the debt represented thereby.
The bonds of 1993 Series D in definitive form shall be,
at the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of
bonds of 1993 Series D). Until bonds of 1993 Series D in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 1993
Series D in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 1993 Series
D, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 1993 Series D, but without a recital of redemption prices
and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by
the Company.
Interest on any bond of 1993 Series D which is payable
on any interest payment date and is punctually paid or duly
provided for shall be paid to the person in whose name that
bond, or any previous bond to the extent evidencing the same
debt as that evidenced by that bond, is registered at the
close of business on the regular record date for such
interest, which regular record date shall be the fifteenth
day of March or September 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 D, such defaulted interest shall
forthwith cease to be payable to the registered holder of
that bond on the relevant regular record date by virtue of
his having been such holder, and such defaulted interest may
be paid to the registered holder of that bond (or any bond or
bonds of 1993 Series D issued upon transfer or exchange
thereof) on the date of payment of such defaulted interest
or, at the election of the Company, to the person in whose
name that bond (or any bond or bonds of 1993 Series D issued
upon transfer or exchange thereof) is registered on a
subsequent record date established by notice given by mail by
or on behalf of the Company to the holders of bonds of 1993
Series D not less than ten (10) days preceding such
subsequent record date, which subsequent record date shall be
at least five (5) days prior to the payment date of such
defaulted interest.
OPTIONAL SECTION 2. The bonds of 1993 Series D shall be redeemable,
REDEMPTION OF in whole or in part, prior to stated maturity, at the
BONDS OF 1993 election of the Company on any date prior to maturity, at a
SERIES D. 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.
<PAGE> 9
7
"Make-Whole Amount" means, in connection with any optional
redemption of the bonds of 1993 Series D, 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 applicable
Treasury Yield, 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 1993
Series D 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 States 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 D with its calculation of the
Make-Whole Amount. A holder of the bonds of 1993 Series D
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 D 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 1993 Series
D 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
D 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 D
so called for redemption from and after the date fixed for
redemption if payment sufficient to redeem the bonds of 1993
Series D 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 1993 Series D so to be redeemed) sufficient to
redeem bonds of 1993 Series D 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 D shall thereafter be restricted
<PAGE> 10
8
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 D shall not be entitled to or
subject to any sinking fund.
DIRECT The Company may, subject to any provision of the Indenture
PAYMENTS. 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 D providing for the making of all payments on
account of such bonds of 1993 Series D 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 1993
TRANSFER. Series D, 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 D 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 D 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 D 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 D, or of any institutional investor
holding at least $500,000 unpaid principal amount of
outstanding bonds of 1993 Series D, 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 D.
Bonds of 1993 Series D, in definitive and temporary
form, may bear such legends as may be necessary to comply with
any law or with any rules or regulations made pursuant thereto
or 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 D 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 D so called or designated for
redemption.
CONSENT. SECTION 3. The holders of the bonds of 1993 Series D, 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.
<PAGE> 11
9
FORM OF SECTION 4. The bonds of 1993 Series D and the form of
BONDS OF Trustee's Certificate to be endorsed on such bonds shall be
1993 SERIES D. substantially in the following forms, respectively:
[FORM OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
1993 Series D, 6.45% due April 1, 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 first day of April, 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 first day of April and October in each year (commencing on
October 1, 1993), to the person in whose name this bond is
registered at the close of business on the fifteenth day of
the preceding March or September (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.
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 D (elsewhere herein
referred to as the "bonds of 1993 Series D"), limited to an
aggregate principal amount of $100,000,000, 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,
<PAGE> 12
10
improvement or analogous fund, established in
accordance with the provisions of the Indenture hereinafter
mentioned, may afford additional security for the bonds of
any particular series and except as provided in Section 3 of
Article VI of said Indenture) by an Indenture, dated as of
October 1, 1924, duly executed by the Company to Bankers
Trust Company, a corporation of the State of New York, as
Trustee, to which Indenture and all indentures supplemental
thereto (including the Supplemental Indenture dated as of
March 15, 1993) reference is hereby made for a description of
the properties and franchises mortgaged and conveyed, the
nature and extent of the security, the terms and conditions
upon which the bonds are issued and under which additional
bonds may be issued, and the rights of the holders of the
bonds and of the Trustee in respect of such security (which
Indenture and all indentures supplemental thereto, including
the Supplemental Indenture dated as of March 15, 1993, are
hereinafter collectively called the "Indenture"). As provided
in the Indenture, said bonds may be for various principal
sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as in said Indenture provided. With the
consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the
Company and of the holders of the bonds and the terms and
provisions of the Indenture, or of any indenture supplemental
thereto, may be modified or altered in certain respects by
affirmative vote of at least eighty-five percent (85%) in
principal amount of the bonds then outstanding, and, if the
rights of one or more, but less than all, series of bonds
then outstanding are to be affected by the action proposed to
be taken, then also by affirmative vote of at least
eighty-five percent (85%) in principal amount of the series
of bonds so to be affected (excluding in every instance bonds
disqualified from voting by reason of the Company's interest
therein as specified in the Indenture); provided, however,
that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect
the terms of payment of the principal of, or the interest on,
this bond, which in those respects is unconditional.
The holder of this bond of 1993 Series D hereby
consents that the Company may, but shall not be obligated to,
fix a record date for the purpose of determining the holders
of bonds of this series entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver
or to revoke any consent previously given, whether or not
such persons continue to be holders after such record date.
No such consent shall be valid or effective for more than 90
days after such record date.
The holders of the bonds of 1993 Series D, 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 March 15, 1993, or
in writing, or by affirmative vote cast at a meeting called
pursuant to said Article XV, or by any combination thereof.
This bond is redeemable prior to stated maturity, in whole or
in part, 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.
<PAGE> 13
11
<TABLE>
<S> <C>
"Make-Whole Amount" means, in connection with any optional redemption of the bonds of 1993
Series D, 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 applicable Treasury Yield 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 1993 Series D 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 States 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 D with its calculation of the
Make-Whole Amount. The holder of this bond of 1993 Series D 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 D
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 D
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 D so called for
redemption from and after the date fixed for redemption if payment sufficient to redeem the
bonds of 1993 Series D 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 D so to be redeemed) sufficient to redeem
bonds of 1993 Series D 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 D 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.
</TABLE>
<PAGE> 14
12
<TABLE>
<S> <C>
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 D, 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 D, 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 Vice President and Treasurer, with their manual or
facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and the same to be attested by its Corporate Secretary or an Assistant
Corporate Secretary by manual or facsimile signature.
</TABLE>
<PAGE> 15
13
DATED: THE DETROIT EDISON COMPANY
By
Chairman of the Board
[SEAL] Vice President and Treasurer
Attest:
-----------------------------------------------
Corporate Secretary
<PAGE> 16
14
<TABLE>
<S> <C>
[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.
</TABLE>
BANKERS TRUST COMPANY,
as Trustee
By ..............................
Authorized Officer
<TABLE>
<S> <C>
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.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
</TABLE>
<PAGE> 17
15
<TABLE>
<S> <C>
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:
</TABLE>
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 18
16
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 19
17
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
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
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
</TABLE>
<PAGE> 20
18
<TABLE>
<CAPTION>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
<S> <C> <C>
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
November 30, 1992................. 1992 Series E and March 15, 1993
1993 Series B
December 15, 1992................. Series KKP No. 14 and 1989 March 15, 1992
Series BP No. 2
</TABLE>
------------------------------------------
(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 November 30,
1992 providing for the terms of bonds to be issued thereunder
of 1992 Series E and 1993 Series B 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 December 21, 1992 (Filing No. 26422B), has been
filed and recorded in the Office of the Interstate Commerce
Commission (Recordation No. 5485-CCCC) on December 21, 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:
<TABLE>
<CAPTION>
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
<S> <C> <C> <C>
Genessee....................... December 21, 1992 2827 550-583
Huron.......................... December 21, 1992 591 73-106
Ingham......................... December 21, 1992 2023 196-229
Lapeer......................... December 21, 1992 784 283-316
Lenawee........................ December 21, 1992 1233 430-463
Livingston..................... December 21, 1992 1645 0605-0638
Macomb......................... December 21, 1992 5691 814-847
Mason.......................... December 21, 1992 423 708-741
Monroe......................... December 21, 1992 1271 0274-0307
Oakland........................ December 21, 1992 13200 139-172
Sanilac........................ December 21, 1992 436 667-700
St. Clair...................... December 21, 1992 1078 431-464
Tuscola........................ December 21, 1992 634 1350-1383
Washtenaw...................... December 21, 1992 2727 001-034
Wayne.......................... December 21, 1992 26243 174-207
</TABLE>
Pursuant to the terms and provisions of the Original
Indenture, a Supplemental Indenture dated as of December 15,
1992 providing for the terms of bonds to be issued thereunder
of Series KKP No. 14 and 1989 Series BP No. 2 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 December 21, 1992 (Filing No.
26423B), has been filed and recorded in the Office of the
Interstate Commerce Commission (Recordation No. 5485-BBBB) on
December 21, 1992, and has been
<PAGE> 21
19
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:
<TABLE>
<CAPTION>
LIBER OF
MORTGAGES
OR COUNTY
COUNTY RECORDED RECORDS PAGE
------ -------- --------- ----
<S> <C> <C> <C>
Genessee....................... December 21, 1992 2827 584-613
Huron.......................... December 21, 1992 591 107-136
Ingham......................... December 21, 1992 2023 230-259
Lapeer......................... December 21, 1992 784 317-346
Lenawee........................ December 21, 1992 1233 464-493
Livingston..................... December 21, 1992 1645 0639-0668
Macomb......................... December 21, 1992 5691 848-877
Mason.......................... December 21, 1992 423 742-771
Monroe......................... December 21, 1992 1271 0308-0337
Oakland........................ December 21, 1992 13200 173-202
Sanilac........................ December 21, 1992 436 701-730
St. Clair...................... December 21, 1992 1078 465-494
Tuscola........................ December 21, 1992 634 1384-1413
Washtenaw...................... December 21, 1992 2727 035-064
Wayne.......................... December 21, 1992 26243 208-237
</TABLE>
<PAGE> 22
20
<TABLE>
<S> <C>
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.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT. parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
</TABLE>
<PAGE> 23
21
<TABLE>
<S> <C>
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 _________________
C. C. Arvani
Assistant Treasurer
EXECUTION. Attest:
______________________
Susan M. Beale
Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
_____________________
Jane E. Lenart
________________________
Janet A. Scullen
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of March, 1993, before me, the subscriber, a
OF EXECUTION Notary Public within and for the County of Wayne, in the
BY COMPANY. 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.
</TABLE>
<TABLE>
<S> <C> <C>
______________________
(Notarial Seal) Pearl E. Kotter, Notary Public
Macomb County, MI
(Acting in Wayne County)
My Commission Expires August 23, 1993
</TABLE>
<PAGE> 24
22
<TABLE>
<CAPTION>
<S> <C>
BANKERS TRUST COMPANY,
(Corporate Seal) By __________________
R. T. Gorman
Vice President
Attest:
______________________
Shikha Dombek
Assistant Secretary
Signed, sealed and delivered by
BANKERS TRUST COMPANY, in the
presence of
__________________
John Florio
___________________________
John Perra
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this 19th day of March, 1993, before me, the subscriber,
OF EXECUTION a Notary Public within and for the County of Queens, in the
BY TRUSTEE. State of New York, personally appeared 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)
_________________________
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
</TABLE>
<PAGE> 25
23
<TABLE>
<S> <C> <C>
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.
_________________
C. C. Arvani
Sworn to before me this day of
March, 1993
______________________
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
</TABLE>
<PAGE> 1
EXHIBIT 10-17
1998 SVIP MEASURES
<TABLE>
<CAPTION>
CATEGORY MEASURE WEIGHT TARGETS DISCUSSION
LEVEL I LEVEL 2 LEVEL 3
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL EPS 40% $2.74 $2.61 N/A
Interpolate between Level 1 and 2
TOTAL BUDGET 10% 2% below At Budget N/A Total Budget includes
Budget all categories; i.e.
O&M, Capital, Other
and Retirement
EMPLOYEE CORPORATE SAFETY LWDC 10% 8 13 18 Levels same as 1997
FOCUS
CUSTOMER OVERALL RESIDENTIAL CUSTOMER 20% 88% 87% 86% No change from 1997
SATISFACTION SATISFACTION targets. Year end 1997
was 87% (level 2)
Benchmark data:
Top: 96%
Upper Decile: 91%
Upper Quartile: 87%
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
CATEGORY MEASURE WEIGHT TARGETS
LEVEL 1 LEVEL 2 LEVEL 3
<S> <C> <C> <C> <C> <C>
LEADERSHIP MINORITY SUPPLIER 10% 30% 20% 10%
INITIATIVE EXPENDITURES - INCREASE IN
PERCENT OF PURCHASE ORDER
TRANSACTIONS
DIVERSITY - INCREASE THE 10% Minorities 18% Minorities 16% CEO/Board's
NUMBER OF MINORITIES AND Women 20% Women 18% discretion
WOMEN IN BANDS 6 THROUGH 10 based on
BY ATTAINING PLACEMENT RATE opportunities
TARGETS (TARGETS COVER BOTH
PROMOTIONS AND NEW HIRES)
<CAPTION>
CATEGORY DISCUSSION
<S> <C>
LEADERSHIP 1997 Minority Business
INITIATIVE Expenditures equaled 3.8%
of Purchase Order
Transactions
Placement rates are based on
targets that vary by band.
Levels 1 and 2 assume both
percentages are attained.
</TABLE>
<PAGE> 1
EXHIBIT 10-18
1998 Executive Incentive Plan Measures
<TABLE>
<CAPTION>
MEASURE WEIGHT LEVEL 1 LEVEL 2
<S> <C> <C> <C>
Fermi-Plant Performance 30% Consistently excellent Continued improving
performance as indicated by a performance as indicated by a
capacity factor of 79%, capacity factor of 75.5%,
regulatory performance regulatory performance
(Licensee Event Reports and (Licensee Event Reports and
Notices of Violation) in the top Notices of Violation) in the
quartile of plants in the region, second quartile of plants in the
and completion of the region, and completion of the
Operations Excellence Plan. Operations Excellence Plan.
Restructuring 30% Approval by the legislature and MPSC Approval by the MPSC of a
of an electric utility restructuring plan for restructuring plan that gives Detroit
Michigan that gives Detroit Edison the Edison the opportunity to recover a
opportunity to recover essentially all significant portion of its stranded
stranded costs and positions Detroit costs and does not materially limit
Edison to compete effectively in the Detroit Edison's ability to compete in
competitive marketplace. the competitive marketplace.
Gallup Survey: Employee 10% Baseline set by end of 1st Baseline set by end of 1st
Satisfaction/Organization Climate quarter. Level of improvement quarter. Level of improvement
at the CEO/Board's discretion. at the CEO/Board's discretion.
Y2000 10% Complete 95% of milestones in Complete 85% of milestones in
1998 Y2000 work plan and no 1998 Y2000 work plan and no
planned completion date for planned completion date for
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C> <C>
any critical system beyond any critical system beyond
4/30/99 6/30/99
Business Growth:
Earnings - Non-Utility Subs (minus 15% $.30 $.25
holding company)
New Business - Continue to develop the 5% Board discretion on level
business concept and business plan achieved
for operational excellence driven LDC
products and services. Edison
America to become an effective
competitor in the Michigan and
Pennsylvania choice programs.
Achieve or exceed budgeted
profitability.
</TABLE>
<PAGE> 1
EXHIBIT 10-19
SAVINGS REPARATION PLAN
FIFTH RESTATEMENT OF
THE DETROIT EDISON COMPANY
SAVINGS REPARATION PLAN
The Detroit Edison Company Savings Reparation Plan (the "Plan"), established by
The Detroit Edison Company (the "Company") effective May 22, 1989, as amended
and restated effective June 27, 1994, June 26, 1995, January 1, 1996, and April
29, 1996 is hereby amended and restated as of February 23, 1998, by this Fifth
Restatement.
SECTION I - PURPOSE
The purpose of this Plan is to offer a retirement savings alternative for those
eligible executives whose permissible contributions to The Detroit Edison
Company Savings & Investment Plan (hereinafter the "Savings & Investment Plan"
and "Plan") are subject to the compensation limitation of Section 401(a)(17) of
the Internal Revenue Code. The benefits provided under this Plan to any
individual shall be separate from and in addition to any benefit provided under
the Savings & Investment Plan and any other plan or program maintained by the
Company. The amount of benefit under this Plan is to be determined solely in
accordance with Section 4 hereof and is not dependent or conditioned on
participation in the Savings & Investment Plan. Therefore, this Plan is not
intended to and shall not be construed so as to provide the same
dollar-for-dollar benefit as a participant would have received under the Savings
& Investment Plan if contributions had not been limited by Section 401(a)(17),
nor is this Plan intended to compensate an employee for the benefit loss which
results if the employee elects not to participate in the Savings & Investment
Plan to the full extent permitted thereunder.
SECTION 2 - ELIGIBILITY
Employees of an Employer whose benefits under the Savings & Investment Plan are
subject to limitation by the provisions set forth therein to conform to Section
401(a)(17) of the Internal Revenue Code shall be eligible to elect to
participate and receive the benefits provided under this Plan. However, if an
eligible employee hereunder obtains a hardship distribution under the Savings &
Investment Plan, his or her right to elect to participate hereunder shall be
suspended for twelve months after receipt of the hardship distribution. In no
event shall a person who is not eligible to participate in the Savings &
Investment Plan be eligible to elect to participate and receive the benefits
provided under this Plan.
1
<PAGE> 2
SECTION 3 - PARTICIPATION AND AMOUNT OF BENEFITS
(a) Any employee who is eligible to elect to receive the benefits provided
under this Plan may participate in this Plan by irrevocably electing
to defer 1% to 15% through December 31, 1998 and thereafter 1% to 18%
of his or her Basic Compensation, as defined in the Savings &
Investment Plan, in excess of the compensation limitations of Section
401(a)(17) of the Internal Revenue Code. Deferrals must be made in
whole percents. The amount by which an employee's Basic Compensation
exceeds the compensation limitations of Section 401(a)(17) shall
hereinafter be referred to as "excess basic compensation". The amount
of compensation which the employee defers hereunder shall hereinafter
be referred to as "deferred excess basic compensation".
An election to defer a percentage of excess basic compensation will
become effective on January 1 of the calendar year subsequent to the
calendar year during which the election is received by the
Administrator. An election to defer a percentage of excess basic
compensation will remain in effect until an election to change the
percentage of excess basic compensation deferred or a revocation of the
election becomes effective. An election to change the percentage of
excess basic compensation deferred or a revocation of an election to
defer a percentage of excess basic compensation will become effective
on January 1 of the calendar year subsequent to the calendar year
during which the election to change the percentage of excess basic
compensation deferred or the revocation of the election is received by
the Administrator.
All elections and revocations of elections must be made on forms
provided by the Company and will become effective only after they are
received by the Administrator. In no event shall an employee be
permitted to elect to defer excess basic compensation, to elect to
change the percentage of excess basic compensation deferred, or to
revoke an election to defer excess basic compensation which has already
been earned by the employee. The actual deferral of deferred excess
basic compensation will not commence until the employee compensation to
date for the calendar year exceeds the compensation limitation of
Section 401(a)(17) of the Internal Revenue Code.
Notwithstanding the foregoing, in the first plan year in which a
participant becomes eligible to participate in this Plan, the
participant may make an election to defer a percentage of excess basic
compensation for services to be performed subsequent to the election
within 30 days after the employee becomes eligible to participate in
this Plan. Such election shall be effective with the pay period
2
<PAGE> 3
commencing immediately after the election is timely received by the
Administrator.
(b) An employee's deferred excess basic compensation will be deemed to be
invested in an investment option(s) available to employees under the
Savings & Investment Plan.
As part of the employee election to defer excess basic compensation,
the employee shall make an investment designation, which shall indicate
(1) the investment option(s) in which the employee deferred excess
basic compensation will be deemed to be invested each month and (2) the
percentage of deferred excess basic compensation to be deemed to be
invested in each of the investment options selected each month. The
distribution may be 100 percent in one fund, or divided among any
combination of the ten funds in multiples of 10 percent, as long as the
combination of deemed fund investments equals 100 percent.
Notwithstanding the foregoing, the Employer matching contribution
credited to an employee's account each month, pursuant to paragraph (c)
of Section 3 of this Plan, will always be deemed to be invested
entirely in the DTE Energy Common Stock Fund.
If a change in investment options available to participants in the
Savings & Investment Plan eliminates an investment option previously
selected by a participating employee hereunder as part of his or her
deemed investment option, the amount of deferred excess basic
compensation which is deemed to be invested (including earnings, if
any, deemed to be applicable) in the discontinued investment option on
the last business day of the month immediately preceding the date that
it is discontinued shall be deemed to be transferred to participating
units in the DTE Energy Common Stock Fund valued as of the last
business day of the month immediately preceding the effective date of
the investment option's discontinuance unless, in the opinion of the
Savings & Investment Plan Committee (as defined in the Savings &
Investment Plan) it is determined that the discontinued investment
option has been replaced by an equivalent investment option. In this
case, the amount of the employee's excess basic compensation that is
deemed to be invested in the discontinued investment option shall be
transferred to the equivalent investment option at the time such
investment option is discontinued and all additional deferred excess
basic compensation that the employee elected to be deemed to be
invested in the discontinued investment option shall be deemed to be
invested in the investment option determined to be equivalent by the
Savings & Investment Plan Committee. In the event that the Savings &
Investment Plan Committee has not determined that there is an
equivalent investment option with
3
<PAGE> 4
respect to the discontinued investment option, then all additional
deferred excess basic compensation that the employee elected to be
deemed to be invested in the discontinued investment option shall be
deemed to be invested in the DTE Energy Common Stock Fund and such
deemed investment shall continue until the effective date of a change
in investment designation which is received by the Administrator
pursuant to Section 3(d).
The aforementioned deemed investment options available hereunder are
merely intended to serve as tools to measure the value of the amount to
be paid to the employee under Section 4 of this Plan. They are not
intended to and shall not be construed to require the Employer to make
actual investments of the type anticipated by the deemed investment
option selected by the employee. If and to the extent the Employer
chooses to actually invest in the investment option selected by the
employee, any assets acquired by the Employer shall remain the sole
property of the Employer subject to the claims of its general creditors
and shall not be deemed to form part of the employee account.
Notwithstanding anything herein to the contrary, in no event shall
anything be done under this Plan by reference to the Savings &
Investment Plan which would cause any participating employee to be in
constructive receipt of amounts credited to his or her account under
this Plan.
(c) An unfunded bookkeeping account will be established and maintained for
each participating employee which shall be credited with the employee's
deferred excess basic compensation paid as of the last business day of
each month. In addition, as of the last business day of the month, the
Company will credit an amount to the employee's account equal to one
dollar for each dollar the employee defers of up to four percent of his
or her excess basic compensation and fifty cents for each dollar the
employee defers of up to the next four percent of his or her excess
basic compensation for that month. The employee's contribution for that
month will be converted into participating units/shares equivalent in
value to the corresponding participating units/shares on the last
business day of that month in the Savings & Investment Plan investment
option(s) which have been designated by the employee as his or her
deemed investment option(s). In the case of the Employer's matching
contributions, the amount attributable to that month shall be converted
into participating units equivalent in value to participating units on
the last business day of that month in the Savings & Investment Plan
DTE Energy Common Stock Fund. The number of participating units/shares
(rounded to the nearest hundredth) will be determined by dividing the
total amount credited to the employee's account for the month, which is
deemed to be invested in an investment option, by the actual value of a
participating unit/share in that investment option under the Savings &
Investment Plan. The value of the applicable participating unit/share
4
<PAGE> 5
in the Savings & Investment Plan investment option shall be determined
on the last business day of the month during which the deferred excess
basic compensation to be converted has been credited to the employee's
account. Unless otherwise specified herein, the valuation of the
employee's unfunded bookkeeping account will follow the procedures
utilized by the Savings & Investment Plan Trustee in determining the
valuation of contributions and investments in the Savings & Investment
Plan.
(d) Subject to the procedures identified in Section 3(b) hereof, an
investment designation made by an employee will remain in effect until
changed by the employee. The employee may change his or her investment
designation by giving written notice to the Administrator on a form
provided for such purpose. A change of an investment designation may be
made once each calendar quarter. The participant must designate whether
the change applies (1) to amounts already credited to the participant's
account, (2) to the participant's future contributions to the Plan or
(3) to the amounts already credited to the participant's account and to
the participant's future contributions to the Plan. A change of an
investment designation shall be effective on the last business day of
the month during which written notice of such change is received by the
Administrator.
SECTION 4 - PAYMENT OF BENEFITS
(a) An employee's unfunded bookkeeping account will be valued upon
termination of employment with the Employer and all Affiliates. The
account value will be determined by multiplying the number of
participating units/shares in the employee account relative to each
investment option in which the employee deferred excess basic
compensation and the Employer's matching contribution have been deemed
to have been invested by the value of a participating unit/share in the
applicable investment option of the Savings & Investment Plan in which
the deferred excess basic compensation and the Employer's matching
contribution have been deemed to have been invested. The value of the
participating units/shares in this Plan shall be determined on the
business day preceding the day on which termination of employment
occurs. The account will be distributed to the employee in one lump-sum
payment as soon as practicable, but no later than 30 days, after the
employee's termination of employment.
(b) In the event that an employee receives an assessment of income taxes
from the Internal Revenue Service which treats any amount in the
employee's unfunded
5
<PAGE> 6
bookkeeping account as being includible in such employee's gross income
prior to actual payment under Section 4(a) hereof, the Employer shall
pay an amount equal to such income taxes to such employee within thirty
days after the Company receives written notice from such employee of
such assessment, and such employee's unfunded bookkeeping account shall
be reduced by an amount equal to such income taxes.
(c) Each payment under the Plan shall be reduced by any federal, state, or
local income taxes which the Company determines should be withheld from
such payment.
(d) An employee may name any beneficiary or beneficiaries (subject to
restrictions imposed by law, if any) to whom amounts credited to his or
her account under this Plan are to be paid in case of the employee's
death before the employee receives all amounts credited to his or her
account. Each designation will revoke all prior designations by the
employee, shall be on a form prescribed by the Company and will be
effective only when received by the Administrator. In the absence of
any such designation, the unpaid amount in an employee's account at the
time of the employee's death shall be paid to the employee's estate.
(e) An employee will not be permitted to defer excess basic compensation
and will not be credited with the Employer's matching contribution for
a month unless he or she is employed by the Employer on the last
business day of the month. Therefore, if an employee terminates
employment with the Employer prior to the last business day of the
month, the employee shall receive what would have been that month's
deferred excess basic compensation in his or her final paycheck and
will not receive any matching contribution from the Employer for the
month of termination of employment.
(f) The amount of each employee's excess basic compensation which he or she
elects to defer under the plan shall be deemed to be compensation for
the purpose of calculating the amount of an employee's benefits or
contributions under a pension or a retirement plan qualified under
Section 401(a) of the Internal Revenue Code, and under any
non-qualified deferred compensation arrangements maintained by the
Employer except to the extent specifically provided to the contrary in
any such plan.
(g) Benefits under this Plan shall be payable to or in respect of an
Employer's former employees solely from the general assets of such
Employer; provided, however, that no provisions of the Plan shall
preclude an Employer from segregating assets which are intended to be a
source for payment of benefits
6
<PAGE> 7
under the Plan. The Plan shall remain unfunded during the entire period
of its existence for purposes of the Federal income tax laws and Title
I of ERISA. The Company intends that this Plan be maintained primarily
for a select group of management or highly compensated employees.
SECTION 5 - RIGHTS OF EMPLOYEES
Except to the extent provided in Section 7 herein below, no employee or an
employee's spouse or beneficiary shall at any time have any vested right to
receive the benefits provided by this Plan. An employee, employee's spouse or
beneficiary shall not have any interest in the deferred excess basic
compensation or monthly award credited to his or her unfunded bookkeeping
account until such account is distributed in accordance with the Plan. All
deferred excess basic compensation and any other amounts otherwise credited to
the unfunded bookkeeping account of an employee under the Plan shall remain the
sole property of the Employer, subject to the claims of its general creditors
and available for its use for whatever purposes are desired. The employee,
employee's spouse or beneficiary is merely a general unsecured creditor of the
Employer and the obligation of the Employer hereunder is purely contractual and
shall not be funded or secured in any way.
The right of an employee, employee's spouse or beneficiary to payment of any
benefit or deferred compensation hereunder shall not be alienated, assigned,
transferred, pledged or encumbered and shall not be subject to execution,
attachment or similar process. No employee may borrow against the unfunded
bookkeeping account established for his or her benefit hereunder. No account
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, whether voluntary or involuntary, including but not limited to any
liability which is for alimony or other payments for the support of a spouse or
former spouse, or for any other relative of any employee. Any attempted
assignment, pledge, levy or similar process shall be null and void and without
effect.
Employees who participate in this Plan assume the risks associated with
fluctuations in the value of all deemed investment options.
SECTION 6 - ADMINISTRATION; ARBITRATION
(a) This Plan shall be administered by the Director of Benefit Plan
Administration of the Company (the "Administrator") as an unfunded plan
which is not intended to meet the qualification requirements of Section
401 of the Internal
7
<PAGE> 8
Revenue Code. The Administrator's decisions in all matters involving
the interpretation, application and administration of this Plan shall
be conclusive.
(b) The Plan shall at all times be maintained by the Company and
administered by the Administrator as a plan wholly separate from the
Savings & Investment Plan, and any other plan or program maintained by
the Company.
(c) For purposes of the Plan, "Employer" shall mean the Company and any
Affiliate which has adopted the Plan with the approval of the Chairman
of the Board of Directors and Chairman of the board of directors of the
Affiliate (such an Affiliate is referred to hereinafter as a
"Participating Affiliate"). As a condition to participating in the
Plan, such Affiliate shall authorize the Chairman of the Board of
Directors and the Administrator to act for it in all matters arising
under the Plan and shall agree to comply with such other terms and
conditions as may be imposed by the Chairman of the Board of Directors.
Where the context requires in respect of the liability for the payment
of any benefit to an employee or beneficiary thereof, the term
"Employer" shall mean the Employer employing or who employed such
employee. Unless otherwise defined herein, all defined terms shall have
the same meaning as provided under the Savings & Investment Plan. All
corporate officers and other administrative personnel referred to
herein refer to officers and administrative personnel of the Company.
(d) Notwithstanding Section 6(a) hereof, in the event of any dispute,
claim, or controversy (hereinafter referred to as a "Grievance")
between an employee who is eligible to elect to receive the benefits
provided under this Plan and the Employer with respect to the payment
of benefits to such employee under this Plan, the computation of
benefits under this Plan, or any of the terms and conditions of this
Plan, such Grievance shall be resolved by arbitration in accordance
with this Section 6(d).
(1) Arbitration shall be the sole and exclusive remedy to
redress any Grievance.
(2) The arbitration decision shall be final and binding,
and a judgment on the arbitration award may be
entered in any court of competent jurisdiction and
enforcement may be had according to its terms.
(3) The arbitration shall be conducted by the American
` Arbitration Association with the Commercial
Arbitration Rules of the American Arbitration
Association and expenses of the arbitrators
8
<PAGE> 9
and the American Arbitration Association shall borne
by the Company. Neither the Company nor such employee
shall be entitled to attorneys' fees, expert witness
fees, or other expenses expended in the course of
such arbitration or the enforcement of any award
rendered thereunder.
(4) The place of the arbitration shall be the offices of
the American Arbitration Association in the Detroit
Metropolitan area, Michigan.
(5) The arbitrator(s) shall not have the jurisdiction or
authority to change any of the provisions of this
Plan by alteration of, addition to, or subtraction
from the terms thereof. The arbitrator(s)' sole
authority shall be to apply any terms and conditions
of this Plan. Since arbitration is the exclusive
remedy with respect to any Grievance, no employee
eligible to receive benefits provided under this Plan
has the right to resort to any federal court, state
court, local court, or administrative agency
concerning breaches of any terms and provisions
hereunder, and the decision of the arbitrator(s)
shall be a complete defense to any suit, action, or
proceeding instituted in any federal court, state
court, local court, or administrative agency by such
employee or the Company with respect to any Grievance
which is arbitrable as herein set forth.
(6) The arbitration provisions shall, with respect to any
Grievance, survive the termination of this Plan.
SECTION 7 - AMENDMENT AND DISCONTINUANCE
The Company expects to continue this Plan indefinitely, but reserves the right
to amend or discontinue the Plan. The Vice President - Human Resources, or,
should the Vice President - Human Resources become a Participant in this Plan,
the Manager - Human Resources, shall review the Plan from time to time and as
part of such review is hereby directed and authorized to amend such Plan to the
extent necessary for ease of administration and/or to comply with applicable
federal and state laws. If the Plan should be amended or discontinued, the
Employer shall be liable for any benefits that have accrued under this Plan
(determined on the basis of each employee's presumed termination of employment
as of the date of such amendment or discontinuance) as of the date of such
action.
9
<PAGE> 10
Any Participating Affiliate may as to itself withdraw from the Plan at any time
by action of the Chairman of its board of directors. In the event of the
dissolution, merger, consolidation or reorganization of a Participating
Affiliate, the Plan shall terminate as to such Participating Affiliate unless
the Plan is continued by a successor thereto (subject to the consent of the
Chairman of the Board of Directors).
10
<PAGE> 1
EXHIBIT 10.20
DTE ENERGY COMPANY
RESTRICTED STOCK AGREEMENT
WHEREAS, ANTHONY F. EARLEY, JR. (the "Grantee") is an employee of The
Detroit Edison Company, a Michigan corporation and subsidiary of DTE Energy
Company; (the "Company"); and
WHEREAS, the execution of this agreement (this "Agreement") and the
grant provided herein has been authorized by a resolution of the Board of
Directors of the Company that was duly adopted on March 23, 1998 (the "Date of
Grant");
NOW, THEREFORE, the Company hereby grants to the Grantee 30,000 shares
of Common Stock of the Company (the "Restricted Stock"), effective as of the
Date of Grant and subject to the following terms, conditions, limitation and
restrictions:
ARTICLE I
DEFINITIONS
All terms used herein with initial capital letters shall have the
following meanings:
1. "Change in Control of the Company" means the occurrence of
any of the following events:
a. The Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a
result of such merger, consolidation or reorganization less
than 55% of the combined voting power of the then-outstanding
securities of such corporation or person immediately after
such transaction is held in the aggregate by the holders of
the then-outstanding securities entitled to vote generally in
the election of directors (the "Voting Stock") of the Company
immediately prior to such transaction;
b. The Company sells or otherwise transfers all or
substantially all of its assets to another corporation or
other legal person, and as a result of such sale or transfer,
less than 55% of the combined voting power of the
then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the
aggregate (directly or through ownership of Voting Stock of
the
<PAGE> 2
Company or a Subsidiary) by the holders of Voting Stock of the
Company immediately prior to such sale or transfer;
c. There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), disclosing that any person
(as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner
(as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the
Exchange Act) of securities representing 20% or more of the
combined voting power of the then-outstanding Voting Stock of
the Company;
d. If, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the
directors of the Company cease for any reason to constitute at
least a majority thereof; provided, however, that for purposes
of this paragraph (d) each director who is first elected, or
first nominated for election, by the Company's stockholders,
by a vote of at least two-thirds of the directors of the
Company (or a committee thereof) then still in office who were
directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the
beginning of such period; or
e. The approval of the shareholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing provisions of paragraph (c)
above, unless otherwise determined in a specific case by
majority vote of the Board of Directors of the Company, a
"Change in Control" shall not be deemed to have occurred for
purposes of paragraph (c) solely because (i) the Company (ii)
a Subsidiary, or (iii) any Company-sponsored employee stock
ownership plan or any other employee benefit plan of the
Company or any Subsidiary either files or becomes obligated to
file a report or a proxy statement under or in response to
Schedule 13D or Schedule 14D-1 (or any successor schedule,
form or report or item therein) under the Exchange Act
disclosing beneficial ownership by it of shares of Voting
Stock, whether in excess of 20% or otherwise.
2. "Restriction Period" means the period commencing on the Date
of Grant and ending on August 1, 2000.
2
<PAGE> 3
3. "Subsidiary" means an entity in which the Company directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock (as
defined in Section 1(a) above).
4. "Vesting Cycle" means each of the following three periods during the
Restriction Period: the period commencing on the Date of Grant and ending on
August 1, 1998; the period beginning on the Date of Grant and ending on August
1, 1999; and the period beginning on the Date of Grant and ending on August 1,
2000.
ARTICLE II
CERTAIN TERMS OF RESTRICTED STOCK
1. Issuance of Restricted Stock. The shares of Restricted Stock covered
by this Agreement shall be shares of Common Stock of the Company (the "Common
Stock") purchased by the Company in the open market for the Grantee. Such shares
shall be represented by a certificate or certificates registered in the
Grantee's name, which shall be endorsed with an appropriate legend referring to
the restrictions hereinafter set forth.
2. Restrictions on Transfer of Shares. The shares of Common Stock
subject to this grant of Restricted Stock may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the Grantee except
to the Company until the shares of Restricted Stock have become nonforfeitable
as provided in Section 3 hereof, provided, however, that the Grantee's rights
with respect to such shares of Common Stock may be transferred by will or
pursuant to the laws of descent and distribution. Any purported transfer or
encumbrance in violation of the provisions of this Section 2 of this Article II
shall be void, and the other party to any such purported transaction shall not
obtain any rights to or interest in such shares of Common Stock.
3. Vesting of Restricted Stock.
a) So long as the Grantee shall have remained in the
continuous employ of the Company or a Subsidiary during a
Vesting Cycle, one-third of the shares of Restricted Stock
granted by this Agreement shall become nonforfeitable on the
last day of such vesting Cycle.
b) Notwithstanding the provisions of Section 3(a) hereof, the
Restricted Stock shall become immediately and fully vested and
nonforfeitable upon (i) any "Change in Control of the Company"
that shall occur while the Grantee is an employee of the
Company or a Subsidiary or (ii) Grantee's termination of
3
<PAGE> 4
employment by the Company or Subsidiary due to the Grantee's
total and permanent disability as defined in the Detroit
Edison Company's Long Term Disability Plan or by reason of
Grantee's death.
4. Forfeiture of Shares. Any shares of Restricted Stock covered by this
Agreement that have not become nonforfeitable pursuant to Section 3 shall be
forfeited, except as provided in Section 3, if the Grantee's employment with the
Company or a Subsidiary is terminated any time prior to the end of the
Restricted Period. In the event of a forfeiture, the certificate(s) representing
the shares of Restricted Stock covered by this Agreement that have been
forfeited shall be canceled.
5. Dividend, Voting and Other Rights. Except as otherwise provided
herein, from and after the Date of Grant, the Grantee shall have all of the
rights of a shareholder with respect to the shares of Restricted Stock covered
by this Agreement, including the right to vote such shares of Restricted Stock
and receive any dividends that may be paid thereon; provided, however, that any
additional shares of Common Stock or other securities that the Grantee may
become entitled to receive in respect of the Restricted Stock pursuant to a
stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, separation or reorganization or any other change in the capital
structure of the Company shall be subject to the same restrictions as the shares
of Restricted Stock covered by this Agreement.
6. Retention of Stock Certificate(s) by the Company. The certificate(s)
representing the Restricted Stock covered by this Agreement shall be held in
custody by the Company, together with a stock power endorsed in blank by the
Grantee with respect thereto, until those shares have become nonforfeitable in
accordance with Section 3 of this Article II. Upon the lapse of the possibility
of forfeiture with respect to any shares of Restricted Stock, the Company will
deliver to Grantee a new certificate for such shares, subject to compliance with
Section 2 of Article III below and to the inclusion of any legend made necessary
or advisable by the articles of Incorporation or By-laws of the Company or any
other agreement Grantee may have entered into with the Company or other
stockholders thereof or by reason of non-registration under the Securities Act
of 1933 (the "Act").
ARTICLE III
GENERAL PROVISIONS
1. Compliance with Law. The Company shall make reasonable efforts to
comply with all applicable law; provided, however, notwithstanding any other
provision of this
4
<PAGE> 5
Agreement, the Company shall not be obligated to issue any shares of Common
Stock pursuant to this Agreement if the issuance thereof would result in a
violation of any federal or state securities laws or any other regulatory
requirement. The Grantee understands that the Restricted Stock has not been
registered under the Act. Upon the lapse of the restrictions on transfer
relating thereto, the Grantee agrees that Grantee will not make any sale or
other disposition of such shares in any manner that would violate the Act.
2. Withholding Taxes. If the Company or any Subsidiary shall be
required to withhold any federal, state, local or foreign tax in connection with
any issuance or vesting of shares of Common Stock or other securities pursuant
to this Agreement, the Grantee shall remit such tax to the Company or Subsidiary
for deposit with the applicable taxing authority under the applicable tax
withholding rules or make provisions that are satisfactory to the Company or
such Subsidiary for the payment thereof, and the Company may defer the issuance
of a certificate evidencing shares of the Restricted Stock, or the issuance of a
new certificate evidencing the lapse of the restrictions thereon, until such
payment or provision has been made. The Grantee may elect that all or part of
such withholding requirement be satisfied by (a) a cash payment, (b) by transfer
to the Company of nonforfeitable, unrestricted shares of Common Stock (which
have been owned by the Grantee for more than six months prior to the date of
transfer and which have a fair market value based on the Fair Market Price (as
defined below) on the date of transfer equal to the withholding obligation), (c)
by authorizing the Company to withhold a portion of the nonforfeitable shares to
be issued to Grantee which have a fair market value based on the Fair Market
Price on the date such shares become nonforfeitable, or (d) a combination of
such methods. For this purpose, Fair Market Price is defined as the average of
the high and low sales prices of Common Stock as traded on the New York Stock
Exchange.
3. Continuous Employment. For purposes of this Agreement, the
continuous employment of the Grantee with the Company or a Subsidiary shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or a Subsidiary, by reason of the
transfer of his employment among the Company and its Subsidiaries or, if so
determined by the Special Committee on Compensation (the "Committee") of the
Board of Directors of the Company, a leave of absence.
4. Right to Terminate Employment. No provision of this Agreement shall
limit in any way whatsoever any right that the Company or a Subsidiary may
otherwise have to terminate the employment of the Grantee at any time.
5. Relation to Other Benefits. Awards under the Plan are not considered
compensation for purposes of the Company's qualified and non-qualified savings
plans, the Company's qualified and non-qualified retirement plans, insurance or
any other Company-sponsored qualified or non-qualified employee benefit
programs.
5
<PAGE> 6
6. Amendments. This Agreement may be amended only by a writing executed
by the Company and the Grantee.
7. Severability. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
8. Governing Law. This agreement is made under, and shall be construed
in accordance with, the internal substantive laws of the State of Michigan.
9. Administration. The Committee shall be authorized to interpret this
Agreement and make other determination which it believes necessary or advisable
for the administration of this Agreement.
This Agreement is executed by the Company as of the 23rd day of March,
1998.
DTE ENERGY COMPANY
-------------------------------
John E. Lobbia
Chairman and Chief Executive Officer
The undersigned hereby acknowledges receipt of an executed original of
this Restricted Stock Agreement and accepts the award of Restricted Stock
granted thereunder on the terms and conditions set forth herein.
Date: March 23, 1998 ----------------------------
Anthony F. Earley, Jr.
6
<PAGE> 1
EXHIBIT 10-21
AMENDED AND RESTATED POST-EMPLOYMENT INCOME AGREEMENT
This Amended and Restated Post-Employment Income Agreement (the "Agreement")
between The Detroit Edison Company (the "Company") and Anthony F. Earley, Jr.
(the "Recipient") is executed and effective this 23rd day of March 1998 and
provides as follows:
POST-EMPLOYMENT INCOME AGREEMENT, DATED MAY 2, 1994 (THE "EARLIER
AGREEMENT"):
The Earlier Agreement shall be deemed superseded upon Recipient's
acceptance of this Agreement.
PURPOSE:
The Agreement is intended to provide Recipient with a retirement income stream
in addition to retirement income that Recipient may receive from the Company's
Employes' Retirement Plan (the "Retirement Plan") in the event that Recipient's
employment with the Company is terminated for a permissible reason, as provided
in this Agreement, prior to Recipient establishing eligibility to participate in
the Company's Management Supplemental Benefit Plan, as the same may be amended
from time to time.
BENEFIT AMOUNT:
Recipient shall receive, on an annual basis, $30,000 for each full year of
service with the Company or one of its affiliates up to a maximum of ten (10)
years of service.
ELIGIBILITY:
(1) Recipient's eligibility to receive a benefit under this
Agreement shall terminate at such time as Recipient is otherwise eligible to
become a participant in the Company's Management Supplemental Benefit Plan, as
the same may be amended from time to time, including eligibility based upon a
Change-in-Control, as defined in the Change-in-Control Severance Agreement
between the Recipient and DTE Energy Company, the Company's parent holding
company.
(2) Subject to the provisions of Subsection (1) above, Recipient
shall be eligible to receive a benefit hereunder:
(a) Immediately, if Recipient's employment with the Company is
terminated due to a disability, as defined in the Company's
Long-Term Disability Plan, as the same may be amended from
time to time or
1
<PAGE> 2
(b) At age 60, if Recipient's employment with the Company was
terminated for a reason other than cause and determined to be
in the mutual best interests of the Recipient and the Company
by the Company's Board of Directors, based upon the review and
recommendation of the Board's Organization and Compensation
Committee.
PAYMENT OPTIONS:
Payment options for benefits payable under this Agreement shall be as provided
in the Management Supplemental Benefit Plan, as the same may be amended from
time to time.
SCHEDULE OF PAYMENTS:
Payments, if any, made pursuant to this Agreement, will be made to Recipient or
his designated beneficiary on a monthly basis.
BENEFICIARY DESIGNATION:
Recipient may name a beneficiary to whom payments under the Plan are to be paid
in case of Recipient's death. Each designation must be in writing and will
revoke all prior designations by the Recipient. In the absence of any such
designation, payments due shall be paid to the Recipient's estate in a lump sum.
TAXATION:
The Company makes no representation as to the tax consequences of individual
payment options.
NON-SECURED PROMISE; AMENDMENTS:
(1) Recipient shall have the status of a general unsecured
creditor of the Company. This agreement constitutes a promise by the Company to
make benefit payments in the future under the terms and conditions provided
herein. The Company intends that this Agreement be unfunded for tax purposes and
for purposes of Title I of ERISA. The Company intends that this Agreement be
maintained for Recipient, who is a member of management of the Company and a
highly-compensated employee.
(2) This Agreement may not be amended or modified without the
written consent of both the Company and Recipient.
ADMINISTRATION; ARBITRATION:
2
<PAGE> 3
The Vice President-Human Resources is responsible for the administration of the
Agreement. The Vice President-Human Resources has the authority to interpret the
provisions of the Agreement and prescribe any regulations relating to its
administration. The decisions of the Vice President-Human Resources with respect
thereto made prior to the occurrence of a Change in Control shall be conclusive.
The Treasurer of the Company shall be responsible for the administration of
benefits under the Agreement.
Notwithstanding any provision in this Agreement to the contrary, in the event of
any dispute, claim or controversy (hereinafter referred to as a "Grievance")
between the Recipient and the Company with respect to the payment of benefits to
such Recipient under this Agreement, the computation of benefits under this
Agreement, or any of the terms or conditions of this Agreement, such Grievance
shall be resolved by arbitration. Arbitration shall be the sole exclusive remedy
to redress any Grievance. The arbitration decision shall be final and binding,
and a judgment on the arbitration award may be entered in any court of competent
jurisdiction and enforcement may be had according to its terms. The arbitration
shall be conducted by the American Arbitration Association in accordance with
the Commercial Arbitration Rules of the American Arbitration Association and
expenses of the arbitrator(s) and the American Arbitration Association shall be
borne by the Company. Neither the Company nor the Recipient shall be entitled to
attorneys' fees, expert witness fees, or other expenses expended in the course
of such arbitration or the enforcement of any award rendered thereunder. The
place of the arbitration shall be the offices of the American Arbitration
Association in the Detroit Metropolitan area, Michigan. The arbitrator(s) shall
not have the jurisdiction or authority to change any of the provisions of this
Agreement by alteration of, addition to, or subtraction from the terms thereof.
The arbitrator(s)' sole authority shall be to apply any terms and conditions of
this Agreement. Since arbitration is the exclusive remedy with respect to any
Grievance, Recipient does not have the right to resort to any federal court,
state court, local court, or administrative agency concerning breaches of any
terms and provisions hereunder, and the decision of the arbitrator(s) shall be a
complete defense to any suit, action, or proceeding instituted in any federal
court, state court, local court, or administrative agency by the Recipient or
the Company with respect to any Grievance which is arbitrable as herein set
forth. The arbitration provisions shall, with respect to any Grievance, survive
the termination of this Agreement.
3
<PAGE> 4
NON-ALIENABILITY AND NON-TRANSFERABILITY:
Recipient's (and any beneficiary of Recipient) right to payment of any benefit
hereunder shall not be alienated, assigned, transferred, pledged or encumbered
and shall not be subject to execution, attachment, levy, sale, garnishment or
similar process, including, but not limited to any liability which is for
alimony or other payments for the support of a spouse or former spouse, or for
any other relative. Any attempted assignment, pledge, levy or similar process
shall be null and void and without effect.
The parties hereto, intending to be bound, have the date first written above
executed this Agreement.
THE DETROIT EDISON COMPANY
- -------------------------------------
John E. Lobbia
Chairman of the Board and Chief Executive Officer
ACCEPTED:
- -------------------------------------
Anthony F. Earley, Jr.
4
<PAGE> 1
EXHIBIT 10-22
EXECUTIVE POST-EMPLOYMENT INCOME ARRANGEMENT
BETWEEN
S. MARTIN TAYLOR
AND
THE DETROIT EDISON COMPANY
Policy and Benefits Development
March 27, 1989
<PAGE> 2
Executive Post-Employment Income Arrangement Between S. Martin Taylor and The
Detroit Edison Company.
Purpose
The Executive Post-Employment Income Arrangement is designed to minimize the
adverse consequences of a mid-career change on your retirement income. This
arrangement may provide you with additional retirement income. The amount of
additional income will be determined at the time of your termination from the
Company.
Terminology
1. Average Final Compensation. Equals one-fifth of your normal pay
during the 260 weeks of Company service that results in the
highest average.
2. Company Service. All years of service with the Company calculated
to the nearest month.
3. Credited Service. Years of relevant experience from previous
employers. For purposes of this arrangement, you have 19 years of
credited service.
4. Normal Pay. Your salary for a standard forty-hour work week. It
does not include any bonuses, special pay, or any overtime pay.
5. Other Employer Pension Benefits. The payment that you may receive
from this arrangement is reduced by the amount that you will
receive from all other employer pension plans. A request was made
to you regarding your pension benefits from previous employers.
Your response to the request is included as Attachment A.
According to Attachment A, you have a vested retirement benefit
from the State Employee's Retirement System that provides a
straight life annuity of $931.66 a month or $11,179.90 per year
effective June 1, 2000 and a vested retirement benefit from the
Pension Plan for Employees of New Detroit, Inc. that provides a
life annuity of $561.90 a month or $6,742.80 per year effective
June 1, 2005.
6. Retirement Age Factor. An adjustment for employment termination
prior to age 61 is as follows:
<TABLE>
<CAPTION>
Age Percent
--- -------
<S> <C>
61+ 100%
60 93%
59 86%
58 79%
57 72%
56 65%
55 58%
</TABLE>
-1-
<PAGE> 3
7. Retirement Allowance Factor. The multiplier that is used in the
basic formula of the Retirement Plan.
8. Retirement Plan. The Employes' Retirement Plan of the Detroit
Edison Company. The Retirement Plan is a defined benefit pension
plan sponsored by Detroit Edison for eligible employes.
9. Total Service. Your Company service plus your credited service.
Eligibility
You are eligible to receive a benefit under this arrangement provided that you
complete 10 years of Company service.
Benefit Calculation
The annual benefit under this arrangement will be determined at the time of
employment termination by computing the following:
Step 1. Annual Base Amount - Multiply total service X retirement allowance
factor X average final compensation X retirement age factor.
Step 2. Other Employer Pension Offset - Determine a yearly value for pension
amounts from other employers. Based on Attachment A, you will receive a pension
benefit from two pension plans. One plan benefit is payable beginning June 1,
2000 and the other is payable beginning June 1, 2005. As such, the amount of the
other employer pension offset will vary depending upon the date of employment
termination and/or the date in which a benefit is payable under this
arrangement. The amount of the other employer pension offset is as follows:
(a) If date of employment termination is prior to June 1, 2000, the
offset amount shall be zero for all payments made prior to June 1,
2000.
(b) If date of employment termination and/or date in which a benefit
is payable under this arrangement is on or after June 1, 2000 and
prior to June 1, 2005, the offset amount shall be $11,179.90 for
all benefits paid under this arrangement during the June 1, 2000
to June 1, 2005 period.
(c) If date of employment termination and/or date in which a benefit
is payable under this arrangement is on or after June 1, 2005, the
offset amount shall be $17,922.70 for all future payments.
Step 3. Retirement Plan Offset - Multiply company service X retirement allowance
factor X average final compensation X retirement age factor.
-2-
<PAGE> 4
Step 4. Calculated Annual Benefit - Subtract other employer pension offset and
retirement plan offset from annual base amount.
The calculated annual benefit determines your annual benefit, if any, from this
arrangement. The computations (Step 1 through Step 4) are determined at the time
of employment termination, or death. The calculated annual benefit when computed
at termination or death, determines all future payments under this arrangement
except for the determination and application of the other employer pension
offset amount as set forth in Step 2 of the benefit calculation procedure. In
the event that the retirement plan offset and the other employer pension offset
when added together are greater than the annual base amount, then, the
arrangement provides you with no additional retirement income.
Payments
Based on the calculated annual benefit, equal monthly payments will be paid to
you following the schedule for payments under the Retirement Plan. The payments
will continue throughout your life.
In the event of your death after your termination from the Company, your
surviving spouse will receive for her life a monthly payment of 40 percent of
the monthly payment that you had been receiving. Such payments are payable only
to your surviving spouse, and upon her death, all payments cease.
In the event of your death while employed by the Company, and provided that you
are immediately eligible for a benefit under this arrangement at the time of
death, your surviving spouse will receive for her life, monthly payments based
on 40 percent of the calculated annual benefit that would have resulted had you
terminated employment at the time of your death. Such payments are payable only
to your surviving spouse, and upon her death, all payments cease.
Non-Secured Promise
Payments resulting from this arrangement will be made by the Company from its
general assets.
Amendment of Arrangement
This arrangement may be amended in whole or in part by written agreement between
The Detroit Edison Company and S. Martin Taylor.
-3-
<PAGE> 5
Entire Arrangement
The foregoing contains the entire agreement between S. Martin Taylor and The
Detroit Edison Company relating to post-employment retirement income benefits
and this Arrangement supersedes all prior understandings and arrangements
relating to such benefits.
THE DETROIT EDISON COMPANY
By /s/ Walter J. McCarthy, Jr.
---------------------------------------------
Walter J. McCarthy, Jr.
Chairman of the Board
Employe
By /s/ S. Martin Taylor
---------------------------------------------
S. Martin Taylor
-4-
<PAGE> 1
EXHIBIT 10-23
[DETROIT EDISON LETTERHEAD]
July 11, 1990
Mr. Larry Gilbert Garberding
231 N. Lincoln
Hinsdale, Illinois 60521
Dear Larry:
I am extremely pleased to offer you employment with our organization
in the position of Executive Vice President and Chief Financial
Officer, at an annual salary of $285,000.
Upon employment, the employee benefits and other perquisites of
employment as a Detroit Edison executive will be made available to
you. The employment benefits that are made available to all employees
are described in the enclosed employee's handbook, "Benefits Plus."
Executive perquisites are briefly described in a separate enclosure.
Upon commencement of your employment, you will be paid the equivalency
of one month's salary, $23,750, the premium for three months' health
care coverage, $1,530, and you will also be eligible for benefits
under the Company's Relocation Plan.
Commencement of your employment on or after August 1, 1990, would
result in your being ineligible to participate in Detroit Edison's
1990 Shareholder Value Improvement Plan-A. Accordingly, Detroit Edison
would pay you at the time SVIP awards are otherwise paid to eligible
employees, an equivalent sum equal to 5/12 of the amount of an award
calculated by the SVIP formula. Payment is measured by and subject to
the same terms and conditions as otherwise stated by the SVIP-A, a
copy of which is enclosed.
In regard to Detroit Edison's Management Supplemental Benefit Plan,
which is described in the enclosure, appropriate adjustment would be
made such that you would be eligible for benefits thereunder upon
obtaining eight years of service with the Company (or such earlier
time as may be mutually agreed by you and the Organization and
<PAGE> 2
Mr. Larry Gilbert Garberding
July 11, 1990
Page two
Compensation Committee of the Board). Also, in regard to the
Management Supplemental Benefit Plan, you would be given 25 years of
"awarded service," as such is used in determining benefits under this
Plan on the eighth anniversary of your employment (or such earlier
time as you and the Board may mutually agree upon in the future).
With respect to retiree health care coverage (as you would not be
eligible for such under the Company's group health plan), upon your
retirement, at age 60, or later (or upon retirement at an earlier age
as may be mutually agreed by you and the Organization and Compensation
Committee of the Board), Detroit Edison would also provide you with
insured health care coverage equivalent to health care benefits
provided to retirees under the Company's group health care plan.
Should you pre-decease your spouse after retirement, the insurance
coverage as would be provided to you would include health care
benefits for your spouse for an additional two years.
With respect to retiree life and dependent life insurance coverage (as
you would not be eligible for such under the Company group life
insurance plan), upon retirement, at age 60 or later (or upon
retirement at an earlier age as may be mutually agreed upon by you and
the Organization and Compensation Committee of the Board), Detroit
Edison would also provide you with retiree life and dependent life
insurance coverage equivalent to retiree life and dependent life
insurance benefits provided to retirees under applicable life
insurance arrangements.
This offer is subject to successful completion of a pre-employment
physical examination, a review of references, and completion of our
employment history form.
Also, this offer is subject to your election to the office of
Executive Vice President and Chief Financial Officer, and the approval
of the compensation offer by the Company's Board of Directors. As with
other officers, your employment would be "at will" and subject to the
pleasure of the Board of Directors. This offer of employment is made
with the understanding that there are no other promised benefits other
than as are referenced by this letter. Nothing contained herein shall
be deemed to in any way affect the provisions of any other benefit
plans, qualified and non-qualified, maintained by the Company.
<PAGE> 3
Mr. Larry Gilbert Garberding
July 11, 1990
Page three
Please contact me at (313) 237-8800 as soon as you have completed your
review of our offer of employment. You may contact Malcolm Dade at
(313) 237-8610 regarding any questions you may have concerning
compensation.
I and the other members of senior management are looking forward to
you joining us and hope to hear from you soon.
Sincerely,
John E Lobbia
Enclosures
<PAGE> 4
Mr. Garberding July 11, 1990 letter enclosures:
Detroit Edison Benefits Plus Handbook
Executive Perquisites Not Appearing
In The "Benefits Plus" Handbook For Employes
It's Your Move! Detroit Edison Relocation Plan
1990 Shareholder Value Improvement Plan
1990 Shareholder Value Improvement Plan
First Quarter Progress Report
Management Supplemental Benefit Plan
Also enclosed but not referenced are:
Memorandum to Newly Hired Employes re. Health Care Coverage for
Employes Hired or Rehired July 1, 1989 or After with attachments
Executive Vehicle Program
<PAGE> 5
Exhibit 28-52
Certain Arrangements Pertaining to
the Employment of Larry G. Garberding
Effective August 1, 1990, Mr. Larry G. Garberding was elected
Executive Vice President and Chief Financial Officer of The Detroit
Edison Company ("Company"). Mr. Garberding has also been elected a
Director.
As set forth below, Mr. Garberding's employment with the Company
includes the following:
1. In the event that payments are made under the 1990 Shareholder
Value Improvement Plan-A ("SVIP") (Exhibit 10-23 to the Company's Form
10-K for the year ended December 31, 1989), Mr. Garberding will be
awarded an amount measured by the terms and conditions of the SVIP,
calculated to provide 5/12 of the amount that would otherwise have
been payable to him if eligibility under the SVIP had been
established. If paid, one-half of this amount will be in cash and
one-half will be deferred and such deferred amount will be subject to
the same terms and conditions applicable to deferred accounts under
the SVIP.
2. On his eighth service anniversary with the Company, Mr.
Garberding will be eligible to participate in the Management
Supplemental Benefit Plan ("Plan") (Exhibit 10-22 to the Company's
Form 10-K for the year ended December 31, 1989); and on such
anniversary date, Mr. Garberding will be awarded 25 years of Company
service pursuant to the provisions of the Plan.
3. In the event that Mr. Garberding retires from Company service
at age 60 or older, Mr. Garberding will be provided with insured
health care and life insurance coverage equivalent to benefits
provided to retirees.
<PAGE> 1
EXHIBIT 10.24
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made as of the
1st day of March, 1993, by and between The Detroit Edison Company, a Michigan
corporation (the "Company"), and ________________, a director and officer of the
Company (the "Indemnitee").
RECITALS
A. The Indemnitee is presently serving as a director and
officer of the Company and the Company desires the Indemnitee to continue in
such capacity. The Indemnitee is willing, subject to certain conditions,
including without limitation the execution and performance of this Agreement by
the Company, to continue in that capacity.
B. In addition to the indemnification to which the Indemnitee
is entitled under the Articles of Incorporation (the "Articles") or By-Laws of
the Company in effect from time to time, the Company has obtained at its sole
expense insurance protecting its officers and directors, including the
Indemnitee, against certain losses arising out of actual or threatened actions,
suits or proceedings to which such persons may be made or threatened to be made
parties. However, as a result of circumstances having no relation to, and beyond
the control of, the Company and the Indemnitee, there can be no assurance of the
continuation, renewal or scope of that insurance.
Accordingly, and in order to induce the Indemnitee to continue
to serve in the Indemnitee's present capacity, the Company and Indemnitee agree
as follows:
-1-
<PAGE> 2
1. Continued Service. The Indemnitee will continue to serve as a
director and officer of the Company so long as the Indemnitee is duly elected
and qualified in accordance with the By-Laws of the Company in effect from time
to time or until the Indemnitee resigns in writing in accordance with applicable
law.
2. Initial Indemnity.
(a) The Company shall indemnify the Indemnitee when the
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the Company, by reason of the fact that the
Indemnitee is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such action, suit or proceeding if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in, or not opposed to the best
interests of the Company or its shareholders, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the
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<PAGE> 3
Company or its shareholders and, with respect to any criminal action or
proceeding, that the Indemnitee had reasonable cause to believe that such
conduct was unlawful.
(b) The Company shall indemnify the Indemnitee when the
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that the
Indemnitee is or was a director, officer, employee, or agent of the Company, or
is or was serving or had agreed to serve at the request of the Company as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including attorneys' fees and
amounts paid in settlement actually and reasonably incurred by the Indemnitee in
connection with the action or suit, if the Indemnitee acted in good faith and in
a manner the Indemnitee reasonably believed to be in, or not opposed to the best
interests of the Company or its shareholders. Indemnification shall not be made
for a claim, issue or matter in which the Indemnitee has been found liable to
the Company except to the extent the Court conducting the proceeding or another
court of competent jurisdiction shall determine upon application that the
Indemnitee is fairly and reasonably entitled to indemnification in view of all
relevant circumstances whether or not the Indemnitee met the standard of conduct
set forth in this paragraph (b) or was so adjudged liable to the Company;
provided that if the Indemnitee was adjudged liable, such indemnification is
limited to reasonable expenses incurred.
(c) To the extent that the Indemnitee has been successful, on
the merits or otherwise, in defense of any action, suit or proceeding referred
to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter
in the action, suit or proceeding, the Indemnitee shall
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<PAGE> 4
be indemnified against actual and reasonable expenses, including attorneys' fees
incurred by the Indemnitee in connection with the action, suit or proceeding and
an action suit or proceeding brought to enforce the mandatory indemnification
provided in this Section.
(d) Any indemnification under Section 2(a) or 2(b) (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination in accordance with Section 4 hereof or any
applicable provision of the Articles of Incorporation of the Company in effect
from time to time, By-Laws, other agreement, resolution or otherwise. Such
determination shall be made (i) by a majority vote of a quorum of the Board of
Directors of the Company (the "Board") consisting of directors who are not
parties or threatened to be made parties to such action, suit or proceeding or
(ii) if such a quorum is not obtainable, by a majority vote of a committee duly
designated by the Board consisting solely of two or more directors not at the
time parties or threatened to be made parties to the suit, action, or proceeding
or (iii) by independent legal counsel (designated in the manner provided below
in this subsection (d)) in a written opinion or (iv) by all independent
directors who are not parties to such action, suit or proceeding or (v) by the
shareholders of the Company (the "Shareholders"), but shares held by directors,
officers, employees or agents who are parties or threatened to be made parties
to the action suit or proceeding may not be voted. Independent legal counsel
shall be designated by the Board or its Committee in the manner prescribed in
Section 2(d)(i) or 2(d)(ii); provided, however, that if the Board is unable or
fails to so designate, such designation shall be made by the Indemnitee subject
to the approval of the Company (which approval shall not be unreasonably
withheld). In the designation of a committee under subsection 2(d)(ii) or the
selection of independent legal counsel by the Board, all directors may
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<PAGE> 5
participate. Independent legal counsel shall not be any person or firm who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the Indemnitee
in an action to determine the Indemnitee's rights under this Agreement. The
Company agrees to pay the reasonable fees and expenses of such independent legal
counsel and to indemnify fully such counsel against costs, charges and expenses
(including attorneys' and others' fees and expenses) actually and reasonably
incurred by such counsel in connection with this Agreement or the opinion of
such counsel pursuant hereto.
(e) If the Indemnitee is entitled to indemnification under
Section 2(a) or 2(b) for a portion of expenses, including reasonable attorneys'
fees, judgments, penalties, fines and amounts paid in settlement, but not for
the total amount, the Company shall indemnify the Indemnitee for the portion of
the expenses, judgments, penalties, fines or amounts paid in settlement for
which the Indemnitee is entitled to be indemnified.
(f) The Company shall pay or reimburse the reasonable expenses
(including attorneys' and others' fees and expenses) incurred by the Indemnitee
in the Indemnitee's capacity as a director or officer of the Company who is a
party or threatened to be made a party to an action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding subject to
the provisions of and in the manner prescribed by Section 4(b) hereof.
(g) The Company shall not adopt any amendment to the Articles
or By-Laws the effect of which would be to deny, diminish or encumber the
Indemnitee's rights to indemnity pursuant to the Articles, By-Laws, the Business
Corporation Act of the State of Michigan (the "BCA") or any other applicable law
as applied to any act or failure to act occurring in whole or in part prior to
the date (the "Effective Date") upon which the amendment was approved by the
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<PAGE> 6
Board or the Shareholders, as the case may be. In the event that the Company
shall adopt any amendment to the Articles or By-Laws the effect of which
is to so deny, diminish or encumber the Indemnitee's rights to indemnity, such
amendment shall apply only to acts or failures to act occurring entirely after
the Effective Date thereof unless the Indemnitee shall have voted in favor of
such adoption as a director or holder of record of the Company's voting stock,
as the case may be.
(h) Upon application to a court by the Indemnitee pursuant to
Section 564c of the BCA, and a determination of such court that the Indemnitee
is fairly and reasonably entitled to indemnification, the Company shall pay to
the Indemnitee the amount so ordered by the court.
3. Additional Indemnification.
(a) Pursuant to Section 565 of the BCA, without limiting any
right which the Indemnitee may have pursuant to Section 2 hereof, the Articles,
the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the
limitations on the maximum permissible indemnity which may exist under
applicable law at the time of any request for indemnity hereunder determined as
contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee
against any amount which the Indemnitee is or becomes legally obligated to pay
relating to or arising out of any claim made against the Indemnitee because of
any act, failure to act or neglect or breach of duty, including any actual or
alleged error, misstatement or misleading statement, which the Indemnitee
commits, suffers, permits or acquiesces in while acting in such capacity as a
director or officer of the Company, or, at the request of the Company, as a
director, officer, employee or agent of another corporation, partnership, joint
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<PAGE> 7
venture, trust or other enterprise. The payments which the Company is obligated
to make pursuant to this Section 3 shall include without limitation damages,
judgments, settlements and charges, costs, expenses, expenses of investigation
and expenses of defense of legal actions, suits, proceedings or claims and
appeals therefrom, and expenses of appeal, attachment or similar bonds;
provided, however, that the Company shall not be obligated under this Section
3(a) to make any payment in connection with any claim against the Indemnitee:
(i) to the extent of any fine or similar governmental imposition which
the Company is prohibited by applicable law from paying which results
from a final, nonappealable order;
or
(ii) to the extent based upon or attributable to the Indemnitee gaining
in fact a personal profit to which the Indemnitee was not legally
entitled, including without limitation profits made from the purchase
and sale by the Indemnitee of equity securities of the Company which
are recoverable by the Company pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended, and profits arising from
transactions in publicly traded securities of the Company which were
effected by the Indemnitee in violation of Section 10(b) of the
Securities Exchange Act of 1934, as amended, including Rule l0b-5
promulgated thereunder.
The determination of whether the Indemnitee shall be entitled to indemnification
under this Section 3(a) may be, but shall not be required to be, made in
accordance with Section 4(a) hereof. If that determination is so made, it shall
be binding upon the Company and the Indemnitee for all purposes.
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<PAGE> 8
(b) Expenses (including without limitation attorneys' and
others' fees and expenses) incurred by Indemnitee in defending any actual or
threatened civil or criminal action, suit, proceeding or claim shall be paid by
the Company in advance of the final disposition thereof as authorized in
accordance with Section 4(b) hereof.
4. Certain Procedures Relating to Indemnification and
Advancement of Expenses.
(a) Except as otherwise permitted or required by the BCA,
for purposes of pursuing the Indemnitee's rights to indemnification under
Section 2(a), 2(b) or 3(a) hereof, as the case may be, the Indemnitee may, but
shall not be required to, (i) submit to the Board a sworn statement of request
for indemnification substantially in the form of Exhibit 1 attached hereto and
made a part hereof (the "Indemnification Statement") averring that the
Indemnitee is entitled to indemnification hereunder; and (ii) present to the
Company reasonable evidence of all expenses for which payment is requested.
Submission of an Indemnification Statement to the Board shall create a
presumption that the Indemnitee is entitled to indemnification under Section
2(a), 2(b) or 3(a) hereof, as the case may be, and the Board shall be deemed to
have determined that the Indemnitee is entitled to such indemnification unless
within 30 calendar days after submission of the Indemnification Statement the
Board shall determine by vote of a majority of the directors at a meeting at
which a quorum is present, based upon clear and convincing evidence (sufficient
to rebut the foregoing presumption), and the Indemnitee shall have received
notice within such period in writing of such determination, that the Indemnitee
is not so entitled to indemnification. No such determination shall be effective
unless written notice thereof, disclosing with particularity the evidence in
support of the Board's determination, shall have been given to the Indemnitee
within 30 calendar days after submission of the
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<PAGE> 9
Indemnification Statement. The foregoing notice shall be sworn to by all persons
who participated in the determination and voted to deny indemnification. The
provisions of this Section 4(a) are intended to be procedural only and shall not
affect the right of the Indemnitee to indemnification under this Agreement, and
any determination by the Board that the Indemnitee is not entitled to
indemnification and any failure to make the payments requested in the
Indemnification Statement shall be subject to judicial review as provided in
Section 6 hereof.
(b) For purposes of determining whether to authorize
advancement of expenses pursuant to Section 2(e) hereof, the Indemnitee shall
submit to the Board a sworn statement of request for advancement of expenses
substantially in the form of Exhibit 2 attached hereto and made a part hereof
(the "Undertaking"), averring that (i) the Indemnitee, in good faith, believes
that the applicable standards of conduct set forth in Section 2(a), 2(b) or
3(a), as the case may be, have been met, (ii) the Indemnitee has reasonably
incurred or will reasonably incur actual expenses in defending an actual civil
or criminal action, suit, proceeding or claim and (iii) the Indemnitee
undertakes to repay such amount if it shall ultimately be determined that the
Indemnitee did not meet the applicable standard of conduct or is not entitled to
be indemnified by the Company under this Agreement or otherwise. For purposes of
requesting advancement of expenses pursuant to Section 3(b) hereof, the
Indemnitee may, but shall not be required to, submit an Undertaking or such
other form of request as the Indemnitee determines to be appropriate (an
"Expense Request"). Upon receipt of an Undertaking or Expense Request, as the
case may be, such payments shall immediately be made by the Company provided
that a determination is made that facts then known to those making the
determination would not preclude indemnification under the BCA. Such
determination shall be made within 10
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<PAGE> 10
calendar days of the date of receipt by the Company of the Expense Request and
shall be made in the manner specified in Section 2(d). No security shall be
required in connection with any Undertaking or Expense Request and any
Undertaking or Expense Request shall be accepted without reference to the
Indemnitee's ability to make repayment.
5. Subrogation; Duplication of Payments.
(a) In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.
(b) The Company shall not be liable under this Agreement to
make any payment in connection with any claim made against the Indemnitee to the
extent the Indemnitee has actually received payment (under any insurance policy,
the Articles, the By-Laws or otherwise) of the amounts otherwise payable
hereunder.
6. Enforcement.
(a) If a claim for indemnification made to the Company
pursuant to Section 4 hereof is not paid in full by the Company within 30
calendar days after a written claim has been received by the Company, the
Indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim.
(b) In any action brought under Section 6(a) hereof, it shall
be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b)
hereof that the Indemnitee has not met the standards of conduct which make it
permissible under the BCA for the Company to
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<PAGE> 11
indemnify the Indemnitee for the amount claimed, but the burden of proving such
defense shall be on the Company. Neither the failure of the Company (including
the Board, independent legal counsel or the Shareholders) to have made a
determination prior to commencement of such action that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the BCA, nor an actual determination
by the Company (including the Board, independent legal counsel or the
Shareholders) that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.
(c) It is the intent of the Company that the Indemnitee not be
required to incur the expenses associated with the enforcement of the
Indemnitee's rights under this Agreement by litigation or other legal action
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it
should appear to the Indemnitee that the Company has failed to comply with any
of its obligations under the Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any action, suit or proceeding designed (or having the effect of
being designed) to deny, or to recover from, the Indemnitee the benefits
intended to be provided to the Indemnitee hereunder, the Company irrevocably
authorizes the Indemnitee from time to time to retain counsel of the
Indemnitee's choice, at the expense of the Company as hereafter provided, to
represent the Indemnitee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with the
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<PAGE> 12
Company, in any jurisdiction. Regardless of the outcome thereof, the Company
shall pay and be solely responsible for any and all costs, charges and expenses,
including without limitation attorneys' and others' fees and expenses,
reasonably incurred by the Indemnitee (i) as a result of the Company's failure
to perform this Agreement or any provision thereof or (ii) as a result of the
Company or any person contesting the validity or enforceability of this
Agreement or any provision thereof as aforesaid.
7. Merger or Consolidation. In the event that the Company shall
be a constituent corporation in a consolidation, merger or other
reorganization, the Company, if it shall not be the surviving, resulting or
other corporation therein, shall require as a condition thereto the surviving,
resulting or acquiring corporation to agree to indemnify the Indemnitee to the
full extent provided in this Agreement. Whether or not the Company is the
resulting, surviving or acquiring corporation in any such transaction, the
Indemnitee shall also stand in the same position under this Agreement with
respect to the resulting, surviving or acquiring corporation as the Indemnitee
would have with respect to the Company if its separate existence had continued.
8. Nonexclusivity and Severability.
(a) The right to indemnification provided by this Agreement
shall not be exclusive of any other rights to which the Indemnitee may be
entitled under the Articles, By-Laws, the BCA, any other statute, insurance
policy, agreement, vote of shareholders or of directors or otherwise, both as to
actions in the Indemnitee's official capacity and as to actions in another
capacity while holding such office, and shall continue after the Indemnitee has
ceased to
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<PAGE> 13
be a director, officer, employee or agent and shall inure to the benefit of the
Indemnitee's heirs, executors and administrators.
(b) If any provision of this Agreement or the application of
any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan, without
giving effect to the principles of conflict of laws thereof.
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<PAGE> 14
10. Modification; Survival. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof. This Agreement
may be modified only by an instrument in writing signed by both parties hereto.
The provisions of this Agreement shall survive the death, disability, or
incapacity of the Indemnitee or the termination of the Indemnitee's service as a
director or officer of the Company and shall inure to the benefit of the
Indemnitee's heirs, executors and administrators.
11. Certain Terms. For purposes of this Agreement, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on Indemnitee with respect to any
employee benefit plan; and references to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent of
the Company which imposes duties on, or involves services by, the Indemnitee
with respect to an employee benefit plan, its participants or beneficiaries;
references to the masculine shall include the feminine and vice versa;
references to the singular shall include the plural and vice versa; and if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan the Indemnitee shall be deemed to have acted in a manner
"not opposed to the best interests of the Company" as referred to herein.
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<PAGE> 15
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
THE DETROIT EDISON COMPANY
By:______________________________
Susan M. Beale
Secretary
INDEMNITEE:
_________________________________
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<PAGE> 16
EXHIBIT 1
INDEMNIFICATION STATEMENT
STATE OF MICHIGAN )
) SS
COUNTY OF__________________________ )
I, , being first duly sworn, do depose and say as follows:
1. This Indemnification Statement is submitted pursuant to
the Indemnification Agreement, dated as of , 1992, between The Detroit Edison
Company, a Michigan corporation (the Company"), and the undersigned.
2. I am requesting indemnification against charges, costs,
expenses (including attorneys' and others' fees and expenses), judgments, fines
and amounts paid in settlement, all of which (collectively, "Liabilities") have
been or will be incurred by me in connection with an actual or threatened
action, suit, proceeding or claim to which I am a party or am threatened to be
made a party.
3. With respect to all matters related to any such action,
suit, proceeding or claim, I am entitled to be indemnified as herein
contemplated pursuant to the aforesaid Agreement.
4. Without limiting any other rights which I have or may
have, I am requesting indemnification against Liabilities which have arisen or
may arise out of
________________________________________________________________________________
______________________________________________________.
___________________________
Subscribed and sworn to before me, a Notary Public in and for
said County and State, this___day of , 19__.
___________________________
[Seal]
My commission expires the______day of_______, 19__.
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<PAGE> 17
EXHIBIT 2
UNDERTAKING
STATE OF MICHIGAN )
) SS
COUNTY OF__________________________ )
I,_____________ , being first duly sworn do depose and say as
follows:
1. This Undertaking is submitted pursuant to the
Indemnification Agreement (the "Agreement"), dated as of____ , 1992, between The
Detroit Edison Company, a Michigan corporation (the "Company"), and the
undersigned.
2. I am requesting advancement of certain costs, charges and
expenses which I have incurred or will incur in defending an actual or pending
civil or criminal action, suit, proceeding or claim.
3. I affirm my good faith belief that I meet the applicable
standard of conduct set forth in Section 2(a), 2(b) or 3(a) of the Agreement.
4. I hereby undertake to repay this advancement of expenses
if it shall ultimately be determined that I did not meet the applicable standard
of conduct or am not entitled to be indemnified by the Company under the
aforesaid Agreement or otherwise.
5. My undertaking to repay is my unlimited general
obligation.
6. The costs, charges and expenses for which advancement
is requested are, in general, all expenses related to__________________________.
___________________________
Subscribed and sworn to before me, a Notary Public in and for
said County and State, this________ day of____ , 19__.
[Seal] ___________________________
My commission expires the_______day of________, 19__.
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<PAGE> 1
EXHIBIT 10.25
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made as of the
28th day of April, 1997, by and between The Detroit Edison Company, a Michigan
corporation (the "Company"), and ________________, a director of the Company
(the "Indemnitee").
RECITALS
A. The Indemnitee is presently serving as a director of the
Company and the Company desires the Indemnitee to continue in such capacity. The
Indemnitee is willing, subject to certain conditions, including without
limitation the execution and performance of this Agreement by the Company, to
continue in that capacity.
B. In addition to the indemnification to which the Indemnitee
is entitled under the Articles of Incorporation (the "Articles") or By-Laws of
the Company in effect from time to time, the Company has obtained at its sole
expense insurance protecting its officers and directors, including the
Indemnitee, against certain losses arising out of actual or threatened actions,
suits or proceedings to which such persons may be made or threatened to be made
parties. However, as a result of circumstances having no relation to, and beyond
the control of, the Company and the Indemnitee, there can be no assurance of the
continuation, renewal or scope of that insurance.
Accordingly, and in order to induce the Indemnitee to continue
to serve in the Indemnitee's present capacity, the Company and Indemnitee agree
as follows:
1. Continued Service. The Indemnitee will continue to serve as a
director of the Company so long as the Indemnitee is duly elected and qualified
in accordance with the By-Laws of the Company in effect from time to time or
until the Indemnitee resigns in writing in accordance with applicable law.
<PAGE> 2
2. Initial Indemnity.
(a) The Company shall indemnify the Indemnitee when the
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the Company, by reason of the fact that the
Indemnitee is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
such action, suit or proceeding if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in, or not opposed to the best
interests of the Company or its shareholders, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or its shareholders and, with
respect to any criminal action or proceeding, that the Indemnitee had reasonable
cause to believe that such conduct was unlawful.
(b) The Company shall indemnify the Indemnitee when the
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that
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<PAGE> 3
the Indemnitee is or was a director, officer, employee, or agent of the Company,
or is or was serving or had agreed to serve at the request of the Company as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses, including attorneys' fees and
amounts paid in settlement actually and reasonably incurred by the Indemnitee in
connection with the action or suit, if the Indemnitee acted in good faith and in
a manner the Indemnitee reasonably believed to be in, or not opposed to the best
interests of the Company or its shareholders. Indemnification shall not be made
for a claim, issue or matter in which the Indemnitee has been found liable to
the Company except to the extent the Court conducting the proceeding or another
court of competent jurisdiction shall determine upon application that the
Indemnitee is fairly and reasonably entitled to indemnification in view of all
relevant circumstances whether or not the Indemnitee met the standard of conduct
set forth in this paragraph (b) or was so adjudged liable to the Company;
provided that if the Indemnitee was adjudged liable, such indemnification is
limited to reasonable expenses incurred.
(c) To the extent that the Indemnitee has been successful, on
the merits or otherwise, in defense of any action, suit or proceeding referred
to in Section 2(a) or 2(b) hereof, or in defense of any claim, issue or matter
in the action, suit or proceeding, the Indemnitee shall be indemnified against
actual and reasonable expenses, including attorneys' fees incurred by the
Indemnitee in connection with the action, suit or proceeding and an action suit
or proceeding brought to enforce the mandatory indemnification provided in this
Section.
(d) Any indemnification under Section 2(a) or 2(b) (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination in
3
<PAGE> 4
accordance with Section 4 hereof or any applicable provision of the Articles of
Incorporation of the Company in effect from time to time, By-Laws, other
agreement, resolution or otherwise. Such determination shall be made (i) by a
majority vote of a quorum of the Board of Directors of the Company (the "Board")
consisting of directors who are not parties or threatened to be made parties to
such action, suit or proceeding or (ii) if such a quorum is not obtainable, by a
majority vote of a committee duly designated by the Board consisting solely of
two or more directors not at the time parties or threatened to be made parties
to the suit, action, or proceeding or (iii) by independent legal counsel
(designated in the manner provided below in this subsection (d)) in a written
opinion or (iv) by all independent directors who are not parties to such action,
suit or proceeding or (v) by the shareholders of the Company (the
"Shareholders"), but shares held by directors, officers, employees or agents who
are parties or threatened to be made parties to the action suit or proceeding
may not be voted. Independent legal counsel shall be designated by the Board or
its Committee in the manner prescribed in Section 2(d)(i) or 2(d)(ii); provided,
however, that if the Board is unable or fails to so designate, such designation
shall be made by the Indemnitee subject to the approval of the Company (which
approval shall not be unreasonably withheld). In the designation of a committee
under subsection 2(d)(ii) or the selection of independent legal counsel by the
Board, all directors may participate. Independent legal counsel shall not be any
person or firm who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or the Indemnitee in an action to determine the Indemnitee's rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of such
independent legal counsel and to indemnify fully such counsel against costs,
charges and expenses (including attorneys' and others' fees and
4
<PAGE> 5
expenses) actually and reasonably incurred by such counsel in connection with
this Agreement or the opinion of such counsel pursuant hereto.
(e) If the Indemnitee is entitled to indemnification under
Section 2(a) or 2(b) for a portion of expenses, including reasonable attorneys'
fees, judgments, penalties, fines and amounts paid in settlement, but not for
the total amount, the Company shall indemnify the Indemnitee for the portion of
the expenses, judgments, penalties, fines or amounts paid in settlement for
which the Indemnitee is entitled to be indemnified.
(f) The Company shall pay or reimburse the reasonable expenses
(including attorneys' and others' fees and expenses) incurred by the Indemnitee
in the Indemnitee's capacity as a director or officer of the Company who is a
party or threatened to be made a party to an action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding subject to
the provisions of and in the manner prescribed by Section 4(b) hereof.
(g) The Company shall not adopt any amendment to the Articles
or By-Laws the effect of which would be to deny, diminish or encumber the
Indemnitee's rights to indemnity pursuant to the Articles, By-Laws, the Business
Corporation Act of the State of Michigan (the "BCA") or any other applicable law
as applied to any act or failure to act occurring in whole or in part prior to
the date (the "Effective Date") upon which the amendment was approved by the
Board or the Shareholders, as the case may be. In the event that the Company
shall adopt any amendment to the Articles or By-Laws the effect of which is to
so deny, diminish or encumber the Indemnitee's rights to indemnity, such
amendment shall apply only to acts or failures to act occurring entirely after
the Effective Date thereof unless the Indemnitee shall have voted in favor
5
<PAGE> 6
of such adoption as a director or holder of record of the Company's voting
stock, as the case may be.
(h) Upon application to a court by the Indemnitee
pursuant to Section 564c of the BCA, and a determination of such court that the
Indemnitee is fairly and reasonably entitled to indemnification, the Company
shall pay to the Indemnitee the amount so ordered by the court.
3. Additional Indemnification.
(a) Pursuant to Section 565 of the BCA, without limiting any
right which the Indemnitee may have pursuant to Section 2 hereof, the Articles,
the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the
limitations on the maximum permissible indemnity which may exist under
applicable law at the time of any request for indemnity hereunder determined as
contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee
against any amount which the Indemnitee is or becomes legally obligated to pay
relating to or arising out of any claim made against the Indemnitee because of
any act, failure to act or neglect or breach of duty, including any actual or
alleged error, misstatement or misleading statement, which the Indemnitee
commits, suffers, permits or acquiesces in while acting in such capacity as an
officer or director of the Company, or, at the request of the Company, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The payments which the Company is obligated
to make pursuant to this Section 3 shall include without limitation damages,
judgments, settlements and charges, costs, expenses, expenses of investigation
and expenses of defense of legal actions, suits, proceedings or claims and
appeals therefrom, and expenses of appeal, attachment or similar bonds;
provided,
6
<PAGE> 7
however, that the Company shall not be obligated under this Section 3(a) to make
any payment in connection with any claim against the Indemnitee:
(i) to the extent of any fine or similar governmental imposition which
the Company is prohibited by applicable law from paying which results
from a final, nonappealable order; or
(ii) to the extent based upon or attributable to the Indemnitee
gaining in fact a personal profit to which the Indemnitee was not
legally entitled, including without limitation profits made from the
purchase and sale by the Indemnitee of equity securities of the
Company which are recoverable by the Company pursuant to Section 16(b)
of the Securities Exchange Act of 1934, as amended, and profits
arising from transactions in publicly traded securities of the Company
which were effected by the Indemnitee in violation of Section 10(b) of
the Securities Exchange Act of 1934, as amended, including Rule l0b-5
promulgated thereunder.
The determination of whether the Indemnitee shall be entitled to indemnification
under this Section 3(a) may be, but shall not be required to be, made in
accordance with Section 4(a) hereof. If that determination is so made, it shall
be binding upon the Company and the Indemnitee for all purposes.
(b) Expenses (including without limitation attorneys' and
others' fees and expenses) incurred by Indemnitee in defending any actual or
threatened civil or criminal action, suit, proceeding or claim shall be paid by
the Company in advance of the final disposition thereof as authorized in
accordance with Section 4(b) hereof.
4. Certain Procedures Relating to Indemnification and Advancement
of Expenses.
7
<PAGE> 8
(a) Except as otherwise permitted or required by the BCA, for purposes
of pursuing the Indemnitee's rights to indemnification under Section 2(a), 2(b)
or 3(a) hereof, as the case may be, the Indemnitee may, but shall not be
required to, (i) submit to the Board a sworn statement of request for
indemnification substantially in the form of Exhibit 1 attached hereto and made
a part hereof (the "Indemnification Statement") averring that the Indemnitee is
entitled to indemnification hereunder; and (ii) present to the Company
reasonable evidence of all expenses for which payment is requested. Submission
of an Indemnification Statement to the Board shall create a presumption that the
Indemnitee is entitled to indemnification under Section 2(a), 2(b) or 3(a)
hereof, as the case may be, and the Board shall be deemed to have determined
that the Indemnitee is entitled to such indemnification unless within 30
calendar days after submission of the Indemnification Statement the Board shall
determine by vote of a majority of the directors at a meeting at which a quorum
is present, based upon clear and convincing evidence (sufficient to rebut the
foregoing presumption), and the Indemnitee shall have received notice within
such period in writing of such determination, that the Indemnitee is not so
entitled to indemnification. No such determination shall be effective unless
written notice thereof, disclosing with particularity the evidence in support of
the Board's determination, shall have been given to the Indemnitee within 30
calendar days after submission of the Indemnification Statement. The foregoing
notice shall be sworn to by all persons who participated in the determination
and voted to deny indemnification. The provisions of this Section 4(a) are
intended to be procedural only and shall not affect the right of the Indemnitee
to indemnification under this Agreement, and any determination by the Board that
the Indemnitee is not entitled to indemnification and any failure to
8
<PAGE> 9
make the payments requested in the Indemnification Statement shall be subject to
judicial review as provided in Section 6 hereof.
(b) For purposes of determining whether to authorize
advancement of expenses pursuant to Section 2(e) hereof, the Indemnitee shall
submit to the Board a sworn statement of request for advancement of expenses
substantially in the form of Exhibit 2 attached hereto and made a part hereof
(the "Undertaking"), averring that (i) the Indemnitee, in good faith, believes
that the applicable standards of conduct set forth in Section 2(a), 2(b) or
3(a), as the case may be, have been met, (ii) the Indemnitee has reasonably
incurred or will reasonably incur actual expenses in defending an actual civil
or criminal action, suit, proceeding or claim and (iii) the Indemnitee
undertakes to repay such amount if it shall ultimately be determined that the
Indemnitee did not meet the applicable standard of conduct or is not entitled to
be indemnified by the Company under this Agreement or otherwise. For purposes of
requesting advancement of expenses pursuant to Section 3(b) hereof, the
Indemnitee may, but shall not be required to, submit an Undertaking or such
other form of request as the Indemnitee determines to be appropriate (an
"Expense Request"). Upon receipt of an Undertaking or Expense Request, as the
case may be, such payments shall immediately be made by the Company provided
that a determination is made that facts then known to those making the
determination would not preclude indemnification under the BCA. Such
determination shall be made within 10 calendar days of the date of receipt by
the Company of the Expense Request and shall be made in the manner specified in
Section 2(d). No security shall be required in connection with any Undertaking
or Expense Request and any Undertaking or Expense Request shall be accepted
without reference to the Indemnitee's ability to make repayment.
9
<PAGE> 10
5. Subrogation; Duplication of Payments.
(a) In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.
(b) The Company shall not be liable under this Agreement to
make any payment in connection with any claim made against the Indemnitee to the
extent the Indemnitee has actually received payment (under any insurance policy,
the Articles, the By-Laws or otherwise) of the amounts otherwise payable
hereunder.
6. Enforcement.
(a) If a claim for indemnification made to the Company
pursuant to Section 4 hereof is not paid in full by the Company within 30
calendar days after a written claim has been received by the Company, the
Indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim.
(b) In any action brought under Section 6(a) hereof, it shall
be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b)
hereof that the Indemnitee has not met the standards of conduct which make it
permissible under the BCA for the Company to indemnify the Indemnitee for the
amount claimed, but the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including the Board, independent legal
counsel or the Shareholders) to have made a determination prior to commencement
of such action that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met
10
<PAGE> 11
the applicable standard of conduct set forth in the BCA, nor an actual
determination by the Company (including the Board, independent legal counsel or
the Shareholders) that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct.
(c) It is the intent of the Company that the Indemnitee not be
required to incur the expenses associated with the enforcement of the
Indemnitee's rights under this Agreement by litigation or other legal action
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it
should appear to the Indemnitee that the Company has failed to comply with any
of its obligations under the Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any action, suit or proceeding designed (or having the effect of
being designed) to deny, or to recover from, the Indemnitee the benefits
intended to be provided to the Indemnitee hereunder, the Company irrevocably
authorizes the Indemnitee from time to time to retain counsel of the
Indemnitee's choice, at the expense of the Company as hereafter provided, to
represent the Indemnitee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with the Company, in
any jurisdiction. Regardless of the outcome thereof, the Company shall pay and
be solely responsible for any and all costs, charges and expenses, including
without limitation attorneys' and others' fees and expenses, reasonably incurred
by the Indemnitee (i) as a result of the Company's failure to perform this
Agreement or any provision thereof or (ii) as a result of the Company or any
person contesting the validity or enforceability of this Agreement or any
provision thereof as aforesaid.
11
<PAGE> 12
7. Merger or Consolidation. In the event that the Company shall
be a constituent corporation in a consolidation, merger or other
reorganization, the Company, if it shall not be the surviving, resulting or
other corporation therein, shall require as a condition thereto the surviving,
resulting or acquiring corporation to agree to indemnify the Indemnitee to the
full extent provided in this Agreement. Whether or not the Company is the
resulting, surviving or acquiring corporation in any such transaction, the
Indemnitee shall also stand in the same position under this Agreement with
respect to the resulting, surviving or acquiring corporation as the Indemnitee
would have with respect to the Company if its separate existence had continued.
8. Nonexclusivity and Severability.
(a) The right to indemnification provided by this Agreement
shall not be exclusive of any other rights to which the Indemnitee may be
entitled under the Articles, By-Laws, the BCA, any other statute, insurance
policy, agreement, vote of shareholders or of directors or otherwise, both as to
actions in the Indemnitee's official capacity and as to actions in another
capacity while holding such office, and shall continue after the Indemnitee has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators.
(b) If any provision of this Agreement or the application of
any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal.
12
<PAGE> 13
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan, without giving
effect to the principles of conflict of laws thereof.
10. Modification; Survival. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof. This Agreement
may be modified only by an instrument in writing signed by both parties hereto.
The provisions of this Agreement shall survive the death, disability, or
incapacity of the Indemnitee or the termination of the Indemnitee's service as a
an officer or director of the Company and shall inure to the benefit of the
Indemnitee's heirs, executors and administrators.
11. Certain Terms. For purposes of this Agreement, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on Indemnitee with respect to any
employee benefit plan; and references to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent
of the Company which imposes duties on, or involves services by, the Indemnitee
with respect to an employee benefit plan, its participants or beneficiaries;
references to the masculine shall include the feminine and vice versa;
references to the singular shall include the plural and vice versa; and if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan the Indemnitee shall be deemed to have acted in a manner
"not opposed to the best interests of the Company" as referred to herein.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
13
<PAGE> 14
THE DETROIT EDISON COMPANY
_____________________________
By: Susan M. Beale
Vice President andCorporate Secretary
INDEMNITEE
_____________________________
William C. Brooks
14
<PAGE> 15
EXHIBIT 1
INDEMNIFICATION STATEMENT
STATE OF MICHIGAN )
) SS
COUNTY OF________________________)
I,________________ , being first duly sworn, do depose and say
as follows:
1. This Indemnification Statement is submitted pursuant to
the Indemnification Agreement, dated as of April 24, 1995, between The Detroit
Edison Company, a Michigan corporation (the Company"), and the undersigned.
2. I am requesting indemnification against charges, costs,
expenses (including attorneys' and others' fees and expenses), judgments, fines
and amounts paid in settlement, all of which (collectively, "Liabilities") have
been or will be incurred by me in connection with an actual or threatened
action, suit, proceeding or claim to which I am a party or am threatened to be
made a party.
3. With respect to all matters related to any such action,
suit, proceeding or claim, I am entitled to be indemnified as herein
contemplated pursuant to the aforesaid Agreement.
4. Without limiting any other rights which I have or may
have, I am requesting indemnification against Liabilities which have arisen or
may arise out of
________________________________________________________________________________
_____________________
(Name)
Subscribed and sworn to before me, a Notary Public in and for
said County and State, this____ day of , 19__.
[Seal]
My commission expires the____ day of_________, 19.
15
<PAGE> 16
EXHIBIT 2
UNDERTAKING
STATE OF MICHIGAN )
) SS
COUNTY OF___________________)
I,_____________________, being first duly sworn do depose and
say as follows:
1. This Undertaking is submitted pursuant to the
Indemnification Agreement (the "Agreement"), dated as of April 24, 1995, between
The Detroit Edison Company, a Michigan corporation (the "Company"), and the
undersigned.
2. I am requesting advancement of certain costs, charges and
expenses which I have incurred or will incur in defending an actual or pending
civil or criminal action, suit, proceeding or claim.
3. I affirm my good faith belief that I meet the applicable
standard of conduct set forth in Section 2(a), 2(b) or 3(a) of the Agreement.
4. I hereby undertake to repay this advancement of expenses
if it shall ultimately be determined that I did not meet the applicable standard
of conduct or am not entitled to be indemnified by the Company under the
aforesaid Agreement or otherwise.
5. My undertaking to repay is my unlimited general
obligation.
6. The costs, charges and expenses for which advancement is
requested are, in general, all expenses related to .
_________________
(Name)
Subscribed and sworn to before me, a Notary Public in and for
said County and State, this___ day of___________, 19___.
[Seal]
My commission expires the______day of___________________, 19.
16
<PAGE> 1
EXHIBIT 11-11
DTE ENERGY COMPANY
BASIC AND DILUTED EARNINGS PER SHARE
OF COMMON STOCK
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998
---------------------------------
(Thousands, except per share amounts)
<S> <C>
BASIC:
Net Income................................................ $ 104,406
Weighted average number of common
shares outstanding (a).................................. 145,084
Earnings per share of Common Stock
based on weighted average number
of shares outstanding................................... $ 0.72
DILUTED:
Net Income................................................ $ 104,406
Weighted average number of common
shares outstanding (a).................................. 145,084
Incremental shares from assumed conversion
of options.............................................. 71
--------------
145,155
==============
Earnings per share of Common Stock
assuming conversion of options.......................... $ 0.72
- ----------------------------------
</TABLE>
(a) Based on a daily average.
<PAGE> 1
Exhibit 15.7
DTE Energy Company and
The Detroit Edison Company
Detroit, Michigan
We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of DTE Energy Company and subsidiaries and of The Detroit Edison
Company and subsidiaries for the three-month periods ended March 31, 1998 and
1997, as indicated in our report dated April 27, 1998. Because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, is
incorporated by reference in the following Registration Statements:
FORM REGISTRATION NUMBER
DTE Energy Company
Form S-3 33-57545
Form S-8 333-00023
Form S-8 333-47247
The Detroit Edison Company
Form S-3 33-53207
Form S-3 33-64296
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Detroit, Michigan
April 27, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000936340
<NAME> DTE ENERGY COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 123
<SECURITIES> 0
<RECEIVABLES> 440
<ALLOWANCES> 20
<INVENTORY> 292
<CURRENT-ASSETS> 989
<PP&E> 15,509
<DEPRECIATION> 6,602
<TOTAL-ASSETS> 11,442
<CURRENT-LIABILITIES> 1,249
<BONDS> 3,757
0
144
<COMMON> 1,951
<OTHER-SE> 1,640
<TOTAL-LIABILITY-AND-EQUITY> 11,442
<SALES> 0
<TOTAL-REVENUES> 945
<CGS> 0
<TOTAL-COSTS> 712
<OTHER-EXPENSES> 3
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 156
<INCOME-TAX> 52
<INCOME-CONTINUING> 104
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 104
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000028385
<NAME> THE DETROIT EDISON COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 7
<SECURITIES> 0
<RECEIVABLES> 435
<ALLOWANCES> 20
<INVENTORY> 282
<CURRENT-ASSETS> 834
<PP&E> 15,205
<DEPRECIATION> 6,589
<TOTAL-ASSETS> 10,735
<CURRENT-LIABILITIES> 954
<BONDS> 3,512
0
144
<COMMON> 1,951
<OTHER-SE> 1,493
<TOTAL-LIABILITY-AND-EQUITY> 10,735
<SALES> 0
<TOTAL-REVENUES> 901
<CGS> 0
<TOTAL-COSTS> 664
<OTHER-EXPENSES> 5
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68
<INCOME-PRETAX> 164
<INCOME-TAX> 66
<INCOME-CONTINUING> 98
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 98
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
